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This excerpt taken from the WBMD 8-K filed Jul 2, 2009. 2006
Acquisitions
On December 15, 2006 (the “Subimo Closing Date”),
the Company acquired all of the outstanding limited liability
company interests of Subimo, LLC (“Subimo”), a
privately held provider of healthcare decision-support
applications to large employers, health plans and financial
institutions. The initial purchase consideration for Subimo was
valued at approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of acquisition costs. Pursuant to the terms of the
Subimo Purchase Agreement, the Company deferred the issuance of
the $26,000 of equity equal to 640,930 shares of
Class A Common Stock. The acquisition was accounted for
using the purchase method of accounting and, accordingly, the
purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. In connection with the allocation
of the purchase price and intangible asset valuation, goodwill
of $47,776 and intangible assets subject to amortization of
$12,300 were recorded. The intangible assets are comprised of
$10,000 relating to customer relationships with estimated useful
lives of twelve years and $2,300 relating to acquired technology
with an estimated useful life of three years. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The results of operations of Subimo have been included in the
financial statements of the Company from December 15, 2006,
the closing date of the acquisition.
The Deferred Shares were ultimately issued on December 3,
2008 and were repurchased from the Subimo Sellers immediately
following their issuance at a purchase price of $20.00 per
share, the closing market price of the Company’s
Class A Common Stock on The Nasdaq Global Select Market on
December 3, 2008. Since the Deferred Shares had a market
value that was less than $24.34 per share when issued, the
Company was required, under the Subimo Purchase Agreement, to
pay additional cash consideration to the Subimo Sellers at the
time of the issuance of the shares in an amount equal to the
aggregate shortfall, which
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
was $2,782. This payment was reflected as a reduction to
additional paid-in capital in the accompanying consolidated
balance sheets.
On September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (“Medsite”). Medsite
provides
e-detailing
promotion and physician recruitment services for pharmaceutical,
medical device and healthcare companies, including program
development, targeted recruitment and online distribution and
delivery. In addition, Medsite provides educational programs to
physicians. The total purchase consideration for Medsite was
approximately $31,467, comprised of $30,682 in cash, net of cash
acquired, and $785 of acquisition costs. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. In connection with
the allocation of the purchase price and intangible asset
valuation, goodwill of $31,934 and intangible assets subject to
amortization of $11,000 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets are comprised of $6,000 relating to
customer relationships with estimated useful lives of twelve
years, $2,000 relating to a trade name with an estimated useful
life of ten years, $2,000 relating to content with an estimated
useful life of four years and $1,000 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Medsite have been included in the
financial statements of the Company from September 11,
2006, the closing date of the acquisition.
On June 13, 2006, the Company acquired Summex Corporation
(“Summex”), a provider of health and wellness programs
that include online and offline health risk assessments,
lifestyle education and personalized telephonic health coaching.
The total purchase consideration for Summex was approximately
$30,043, comprised of $29,543 in cash, net of the cash acquired,
and $500 of acquisition costs. The acquisition was accounted for
using the purchase method of accounting and, accordingly, the
purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. In connection with the allocation
of the purchase price and intangible asset valuations, goodwill
of $18,852 and intangible assets subject to amortization of
$11,300 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $6,000 relating to customer
relationships with estimated useful lives of eleven years,
$2,700 relating to acquired technology with an estimated useful
life of three years, $1,100 relating to content with an
estimated useful life of four years and $1,500 relating to a
trade name with an estimated useful life of ten years. The
results of operations of Summex have been included in the
financial statements of the Company from June 13, 2006, the
closing date of the acquisition.
On January 17, 2006, the Company acquired eMedicine.com,
Inc. (“eMedicine”), a privately held online publisher
of medical reference information for physicians and other
healthcare professionals. The total purchase consideration for
eMedicine was approximately $25,195, comprised of $24,495 in
cash, net of cash acquired, and $700 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price and
intangible asset valuation, goodwill of $20,704 and an
intangible asset subject to amortization of $6,390 were
recorded. The goodwill and intangible asset recorded will not be
deductible for tax purposes. The intangible assets recorded were
$4,300 relating to content with an estimated useful life of
three years, $1,000 relating to acquired technology with an
estimated useful life of three years, $790 relating to a trade
name with an estimated useful life of ten years and $300
relating to customer relationships with estimated useful lives
of ten years. The results of operations of eMedicine have been
included in the financial statements of the Company from
January 17, 2006, the closing date of the acquisition.
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
These excerpts taken from the WBMD 10-K filed Feb 27, 2009. 2006
Acquisitions
On December 15, 2006 (the “Subimo Closing Date”),
the Company acquired all of the outstanding limited liability
company interests of Subimo, LLC (“Subimo”), a
privately held provider of healthcare decision-support
applications to large employers, health plans and financial
institutions. The initial purchase consideration for Subimo was
valued at approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of acquisition costs. Pursuant to the terms of the
Subimo Purchase Agreement, the Company deferred the issuance of
the $26,000 of equity equal to
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
640,930 shares of Class A Common Stock. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price and
intangible asset valuation, goodwill of $47,776 and intangible
assets subject to amortization of $12,300 were recorded. The
intangible assets are comprised of $10,000 relating to customer
relationships with estimated useful lives of twelve years and
$2,300 relating to acquired technology with an estimated useful
life of three years. The goodwill and intangible assets recorded
will be deductible for tax purposes. The results of operations
of Subimo have been included in the financial statements of the
Company from December 15, 2006, the closing date of the
acquisition, and are included in the Online Services segment.
The Deferred Shares were ultimately issued on December 3,
2008 and were repurchased from the Subimo Sellers immediately
following their issuance at a purchase price of $20.00 per
share, the closing market price of the Company’s
Class A Common Stock on The Nasdaq Global Select Market on
December 3, 2008. Since the Deferred Shares had a market
value that was less than $24.34 per share when issued, the
Company was required, under the Subimo Purchase Agreement, to
pay additional cash consideration to the Subimo Sellers at the
time of the issuance of the shares in an amount equal to the
aggregate shortfall, which was $2,782. This payment was
reflected as a reduction to additional paid-in capital in the
accompanying consolidated balance sheets.
On September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (“Medsite”). Medsite
provides
e-detailing
promotion and physician recruitment services for pharmaceutical,
medical device and healthcare companies, including program
development, targeted recruitment and online distribution and
delivery. In addition, Medsite provides educational programs to
physicians. The total purchase consideration for Medsite was
approximately $31,467, comprised of $30,682 in cash, net of cash
acquired, and $785 of acquisition costs. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. In connection with
the allocation of the purchase price and intangible asset
valuation, goodwill of $31,934 and intangible assets subject to
amortization of $11,000 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets are comprised of $6,000 relating to
customer relationships with estimated useful lives of twelve
years, $2,000 relating to a trade name with an estimated useful
life of ten years, $2,000 relating to content with an estimated
useful life of four years and $1,000 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Medsite have been included in the
financial statements of the Company from September 11,
2006, the closing date of the acquisition, and are included in
the Online Services segment.
On June 13, 2006, the Company acquired Summex Corporation
(“Summex”), a provider of health and wellness programs
that include online and offline health risk assessments,
lifestyle education and personalized telephonic health coaching.
The total purchase consideration for Summex was approximately
$30,043, comprised of $29,543 in cash, net of the cash acquired,
and $500 of acquisition costs. The acquisition was accounted for
using the purchase method of accounting and, accordingly, the
purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. In connection with the allocation
of the purchase price and intangible asset valuations, goodwill
of $18,852 and intangible assets subject to amortization of
$11,300 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $6,000 relating to customer
relationships with estimated useful lives of eleven years,
$2,700 relating to acquired technology with an estimated useful
life of three years, $1,100 relating to content with an
estimated useful life of four years and $1,500 relating to a
trade name with an estimated useful life of ten years. The
results of operations of Summex have been included in the
financial statements of the Company from June 13, 2006, the
closing date of the acquisition, and are included in the Online
Services segment.
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
On January 17, 2006, the Company acquired eMedicine.com,
Inc. (“eMedicine”), a privately held online publisher
of medical reference information for physicians and other
healthcare professionals. The total purchase consideration for
eMedicine was approximately $25,195, comprised of $24,495 in
cash, net of cash acquired, and $700 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price and
intangible asset valuation, goodwill of $20,704 and an
intangible asset subject to amortization of $6,390 were
recorded. The goodwill and intangible asset recorded will not be
deductible for tax purposes. The intangible assets recorded were
$4,300 relating to content with an estimated useful life of
three years, $1,000 relating to acquired technology with an
estimated useful life of three years, $790 relating to a trade
name with an estimated useful life of ten years and $300
relating to customer relationships with estimated useful lives
of ten years. The results of operations of eMedicine have been
included in the financial statements of the Company from
January 17, 2006, the closing date of the acquisition, and
are included in the Online Services segment.
2006 Acquisitions On December 15, 2006 (the “Subimo Closing Date”), the Company acquired all of the outstanding limited liability company interests of Subimo, LLC (“Subimo”), a privately held provider of healthcare decision-support applications to large employers, health plans and financial institutions. The initial purchase consideration for Subimo was valued at approximately $59,320, comprised of $32,820 in cash, net of cash acquired, $26,000 of WebMD Class A Common Stock and $500 of acquisition costs. Pursuant to the terms of the Subimo Purchase Agreement, the Company deferred the issuance of the $26,000 of equity equal to
Table of ContentsWEBMD HEALTH CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 640,930 shares of Class A Common Stock. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price and intangible asset valuation, goodwill of $47,776 and intangible assets subject to amortization of $12,300 were recorded. The intangible assets are comprised of $10,000 relating to customer relationships with estimated useful lives of twelve years and $2,300 relating to acquired technology with an estimated useful life of three years. The goodwill and intangible assets recorded will be deductible for tax purposes. The results of operations of Subimo have been included in the financial statements of the Company from December 15, 2006, the closing date of the acquisition, and are included in the Online Services segment. The Deferred Shares were ultimately issued on December 3, 2008 and were repurchased from the Subimo Sellers immediately following their issuance at a purchase price of $20.00 per share, the closing market price of the Company’s Class A Common Stock on The Nasdaq Global Select Market on December 3, 2008. Since the Deferred Shares had a market value that was less than $24.34 per share when issued, the Company was required, under the Subimo Purchase Agreement, to pay additional cash consideration to the Subimo Sellers at the time of the issuance of the shares in an amount equal to the aggregate shortfall, which was $2,782. This payment was reflected as a reduction to additional paid-in capital in the accompanying consolidated balance sheets. On September 11, 2006, the Company acquired the interactive medical education, promotion and physician recruitment businesses of Medsite, Inc. (“Medsite”). Medsite provides e-detailing promotion and physician recruitment services for pharmaceutical, medical device and healthcare companies, including program development, targeted recruitment and online distribution and delivery. In addition, Medsite provides educational programs to physicians. The total purchase consideration for Medsite was approximately $31,467, comprised of $30,682 in cash, net of cash acquired, and $785 of acquisition costs. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price and intangible asset valuation, goodwill of $31,934 and intangible assets subject to amortization of $11,000 were recorded. The goodwill and intangible assets recorded will be deductible for tax purposes. The intangible assets are comprised of $6,000 relating to customer relationships with estimated useful lives of twelve years, $2,000 relating to a trade name with an estimated useful life of ten years, $2,000 relating to content with an estimated useful life of four years and $1,000 relating to acquired technology with an estimated useful life of three years. The results of operations of Medsite have been included in the financial statements of the Company from September 11, 2006, the closing date of the acquisition, and are included in the Online Services segment. On June 13, 2006, the Company acquired Summex Corporation (“Summex”), a provider of health and wellness programs that include online and offline health risk assessments, lifestyle education and personalized telephonic health coaching. The total purchase consideration for Summex was approximately $30,043, comprised of $29,543 in cash, net of the cash acquired, and $500 of acquisition costs. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price and intangible asset valuations, goodwill of $18,852 and intangible assets subject to amortization of $11,300 were recorded. The goodwill and intangible assets recorded will not be deductible for tax purposes. The intangible assets are comprised of $6,000 relating to customer relationships with estimated useful lives of eleven years, $2,700 relating to acquired technology with an estimated useful life of three years, $1,100 relating to content with an estimated useful life of four years and $1,500 relating to a trade name with an estimated useful life of ten years. The results of operations of Summex have been included in the financial statements of the Company from June 13, 2006, the closing date of the acquisition, and are included in the Online Services segment.
Table of ContentsWEBMD HEALTH CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) On January 17, 2006, the Company acquired eMedicine.com, Inc. (“eMedicine”), a privately held online publisher of medical reference information for physicians and other healthcare professionals. The total purchase consideration for eMedicine was approximately $25,195, comprised of $24,495 in cash, net of cash acquired, and $700 of acquisition costs. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price and intangible asset valuation, goodwill of $20,704 and an intangible asset subject to amortization of $6,390 were recorded. The goodwill and intangible asset recorded will not be deductible for tax purposes. The intangible assets recorded were $4,300 relating to content with an estimated useful life of three years, $1,000 relating to acquired technology with an estimated useful life of three years, $790 relating to a trade name with an estimated useful life of ten years and $300 relating to customer relationships with estimated useful lives of ten years. The results of operations of eMedicine have been included in the financial statements of the Company from January 17, 2006, the closing date of the acquisition, and are included in the Online Services segment. This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Acquisitions
During 2006, we acquired four companies, Subimo, LLC (which we
refer to as Subimo), Medsite, Inc. (which we refer to as
Medsite), Summex Corporation (which we refer to as Summex) and
eMedicine.com, Inc. (which we refer to as eMedicine), which we
refer to together as the 2006 Acquisitions:
WebMD 2007 Annual
Report — MD&A Annex
ANNEX B-3 –
PAGE 5
Table of Contents
During 2005, we acquired the assets of Conceptis Technologies,
Inc. (which we refer to as Conceptis) and HealthShare
Technology, Inc. (which we refer to as HealthShare), which we
refer to together as the 2005 Acquisitions:
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. 2005
Acquisitions
On December 2, 2005, the Company acquired the assets of and
assumed certain liabilities of Conceptis Technologies, Inc.
(“Conceptis”), a privately held Montreal-based
provider of online and offline medical
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
education and promotion aimed at physicians and other healthcare
professionals. The total purchase consideration for Conceptis
was approximately $19,859, comprised of $19,256 in cash and $603
of acquisition costs. The acquisition was accounted for using
the purchase method of accounting and, accordingly, the purchase
price was allocated to the tangible and intangible assets
acquired and the liabilities assumed on the basis of their
respective fair values. In connection with the allocation of the
purchase price and intangible asset valuation, goodwill of
$14,694 and intangible assets subject to amortization of $6,140
were recorded. The goodwill and intangible assets recorded will
be deductible for tax purposes. The intangible assets recorded
were $1,900 relating to content with an estimated useful life of
two years, $3,300 relating to acquired technology with an
estimated useful life of three years and $940 relating to a
trade name with an estimated useful life of ten years. The
results of operations of Conceptis have been included in the
financial statements of the Company from December 2, 2005,
the closing date of the acquisition, and are included in the
Online Services and the Publishing and Other Services segments.
On March 14, 2005, the Company acquired HealthShare
Technology, Inc. (“HealthShare”), a privately held
company that provides online tools that compare the cost and
quality measures of hospitals for use by consumers, providers
and health plans. The total purchase consideration for
HealthShare was approximately $29,985, comprised of $29,533 in
cash, net of cash acquired and $452 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price, goodwill
of $24,588 and intangible assets subject to amortization of
$8,500 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $7,500 relating to customer
relationships with estimated useful lives of five years and
$1,000 relating to acquired technology with an estimated useful
life of three years. The results of operations of HealthShare
have been included in the financial statements of the Company
from March 14, 2005, the closing date of the acquisition,
and are included in the Online Services segment.
2005 Acquisitions On December 2, 2005, the Company acquired the assets of and assumed certain liabilities of Conceptis Technologies, Inc. (“Conceptis”), a privately held Montreal-based provider of online and offline medical
Table of ContentsWEBMD HEALTH CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) education and promotion aimed at physicians and other healthcare professionals. The total purchase consideration for Conceptis was approximately $19,859, comprised of $19,256 in cash and $603 of acquisition costs. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price and intangible asset valuation, goodwill of $14,694 and intangible assets subject to amortization of $6,140 were recorded. The goodwill and intangible assets recorded will be deductible for tax purposes. The intangible assets recorded were $1,900 relating to content with an estimated useful life of two years, $3,300 relating to acquired technology with an estimated useful life of three years and $940 relating to a trade name with an estimated useful life of ten years. The results of operations of Conceptis have been included in the financial statements of the Company from December 2, 2005, the closing date of the acquisition, and are included in the Online Services and the Publishing and Other Services segments. On March 14, 2005, the Company acquired HealthShare Technology, Inc. (“HealthShare”), a privately held company that provides online tools that compare the cost and quality measures of hospitals for use by consumers, providers and health plans. The total purchase consideration for HealthShare was approximately $29,985, comprised of $29,533 in cash, net of cash acquired and $452 of acquisition costs. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values. In connection with the allocation of the purchase price, goodwill of $24,588 and intangible assets subject to amortization of $8,500 were recorded. The goodwill and intangible assets recorded will not be deductible for tax purposes. The intangible assets are comprised of $7,500 relating to customer relationships with estimated useful lives of five years and $1,000 relating to acquired technology with an estimated useful life of three years. The results of operations of HealthShare have been included in the financial statements of the Company from March 14, 2005, the closing date of the acquisition, and are included in the Online Services segment. This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. 2006
Acquisitions
On December 15, 2006, the Company acquired all of the
outstanding limited liability company interests of Subimo, LLC
(“Subimo”), a privately held provider of healthcare
decision support applications to large employers, health plans
and financial institutions. The total purchase consideration for
Subimo was approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of estimated acquisition costs. Pursuant to the terms
of the purchase agreement, the Company deferred the issuance of
the $26,000 of equity, equal to 640,930 shares of
Class A common stock (the “Deferred Shares”),
until December 2008. A portion of these shares may be further
deferred until December 2010 subject to certain conditions. If
the Deferred Shares have a market value that is less than $24.34
per share in December 2008, then the Company will pay additional
consideration equal to this shortfall, either in the form of
Class A common shares or cash, in its sole discretion. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the preliminary allocation of the purchase price
and intangible asset valuation, goodwill of $47,509 and
intangible assets subject to amortization of $12,300 were
recorded. The goodwill and intangible assets recorded will be
deductible for tax purposes. The intangible assets are comprised
of $10,000 relating to customer relationships with estimated
useful lives of twelve years and $2,300 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Subimo have been included in the
financial statements of the Company from December 15, 2006,
the closing date of the acquisition, and are included in the
Online Services segment.
On September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (“Medsite”). Medsite
provides
e-detailing
promotion and physician recruitment services for pharmaceutical,
medical device and healthcare companies, including program
development, targeted recruitment and online distribution and
delivery. In addition, Medsite provides educational programs to
physicians. The total purchase consideration for Medsite was
approximately $31,467, comprised of $30,682 in cash, net of cash
acquired, and $785 of acquisition costs. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. In connection with
the allocation of the purchase price and intangible asset
valuation, goodwill of $31,934 and intangible assets subject to
amortization of $11,000 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets are comprised of $6,000 relating to
customer relationships with estimated useful lives of twelve
years, $2,000 relating to a trade name with an estimated useful
life of ten years, $2,000 relating to content with an estimated
useful life of four years and $1,000 relating to acquired
technology with an estimated useful life of three years. The
results of operations of
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Medsite have been included in the financial statements of the
Company from September 11, 2006, the closing date of the
acquisition, and are included in the Online Services segment.
On June 13, 2006, the Company acquired Summex Corporation
(“Summex”), a provider of health and wellness programs
that include online and offline health risk assessments,
lifestyle education and personalized telephonic health coaching.
The total purchase consideration for Summex was approximately
$30,191, comprised of $29,691 in cash, net of the cash acquired,
and $500 of acquisition costs. In addition, the Company has
agreed to pay up to an additional $5,000 in cash in June 2008 if
certain financial milestones are achieved. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. In connection with
the allocation of the purchase price and intangible asset
valuations, goodwill of $19,000 and intangible assets subject to
amortization of $11,300 were recorded. The goodwill and
intangible assets recorded will not be deductible for tax
purposes. The intangible assets are comprised of $6,000 relating
to customer relationships with estimated useful lives of eleven
years, $2,700 relating to acquired technology with an estimated
useful life of three years, $1,100 relating to content with an
estimated useful life of four years and $1,500 relating to a
trade name with an estimated useful life of ten years. The
results of operations of Summex have been included in the
financial statements of the Company from June 13, 2006, the
closing date of the acquisition, and are included in the Online
Services segment.
On January 17, 2006, the Company acquired eMedicine.com,
Inc. (“eMedicine”), a privately held online publisher
of medical reference information for physicians and other
healthcare professionals. The total purchase consideration for
eMedicine was approximately $25,195, comprised of $24,495 in
cash, net of cash acquired, and $700 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price and
intangible asset valuation, goodwill of $20,704 and intangible
assets subject to amortization of $6,390 were recorded. The
goodwill and intangible asset recorded will not be deductible
for tax purposes. The intangible assets recorded were $4,300
relating to content with an estimated useful life of three
years, $1,000 relating to acquired technology with an estimated
useful life of three years, $790 relating to a trade name with
an estimated useful life of ten years and $300 relating to
customer relationships with estimated useful lives of ten years.
The results of operations of eMedicine have been included in the
financial statements of the Company from January 17, 2006,
the closing date of the acquisition, and are included in the
Online Services segment.
This excerpt taken from the WBMD 10-Q filed Aug 9, 2007. 2006
Acquisitions
On December 15, 2006, the Company acquired all of the
outstanding limited liability company interests of Subimo, LLC
(“Subimo”), a privately held provider of healthcare
decision support applications to large employers, health plans
and financial institutions. The total purchase consideration for
Subimo was approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of estimated acquisition costs. Pursuant to the terms
of the purchase agreement, the Company deferred the issuance of
the $26,000 of equity, equal to 640,930 shares of
Class A common stock (the “Deferred Shares”),
until December 2008. A portion of these shares may be further
deferred until December 2010 subject to certain conditions. If
the Deferred Shares have a market value that is less than $24.34
per share in December 2008, then the Company will pay additional
consideration equal to this shortfall, either in the form of
Class A common shares or cash, in its sole discretion. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the preliminary allocation of the purchase price
and intangible asset valuation, goodwill of $47,494 and
intangible assets subject to amortization of $12,300 were
recorded. The goodwill and intangible assets recorded will be
deductible for tax purposes. The intangible assets are comprised
of $10,000 relating to customer relationships with estimated
useful lives of twelve years and $2,300 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Subimo have been included in the
financial statements of the Company from December 15, 2006,
the closing date of the acquisition, and are included in the
Online Services segment.
On September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (“Medsite”). Medsite
provides
e-detailing
services for pharmaceutical, medical device and healthcare
companies, including program development, targeted recruitment
and online distribution and delivery. In addition, Medsite
provides educational programs to physicians. The total purchase
consideration for Medsite was approximately $31,467, comprised
of $30,682 in cash, net of cash acquired, and $785 of estimated
acquisition costs. The acquisition was accounted for using the
purchase method of accounting and, accordingly, the purchase
price was allocated to the tangible and intangible assets
acquired and the liabilities assumed on the basis of their
respective fair values. In connection with the preliminary
allocation of the purchase price and intangible asset valuation,
goodwill of $31,948 and intangible assets subject to
amortization of $11,000 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets are comprised of $6,000 relating to
customer relationships with estimated useful lives of twelve
years, $2,000 relating to a trade name with an estimated useful
life of ten years, $2,000 relating to content with an estimated
useful life of four years and $1,000 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Medsite have been
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
included in the financial statements of the Company from
September 11, 2006, the closing date of the acquisition,
and are included in the Online Services segment.
On June 13, 2006, the Company acquired Summex Corporation
(“Summex”), a provider of health and wellness programs
that include online and offline health risk assessments,
lifestyle education and personalized telephonic health coaching.
The total purchase consideration for Summex was $30,191,
comprised of $29,691 in cash, net of the cash acquired, and $500
of acquisition costs. In addition, the Company has agreed to pay
up to an additional $5,000 in cash in June 2008 if certain
financial milestones are achieved. The acquisition was accounted
for using the purchase method of accounting and, accordingly,
the purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. In connection with the allocation
of the purchase price and intangible asset valuations, goodwill
of $19,000 and intangible assets subject to amortization of
$11,300 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $6,000 relating to customer
relationships with estimated useful lives of eleven years,
$2,700 relating to acquired technology with an estimated useful
life of three years, $1,100 relating to content with an
estimated useful life of four years and $1,500 relating to a
trade name with an estimated useful life of ten years. The
results of operations of Summex have been included in the
financial statements of the Company from June 13, 2006, the
closing date of the acquisition, and are included in the Online
Services segment.
On January 17, 2006, the Company acquired eMedicine.com,
Inc. (“eMedicine”), a privately held online publisher
of medical reference information for physicians and other
healthcare professionals. The total purchase consideration for
eMedicine was approximately $25,195, comprised of $24,495 in
cash, net of cash acquired, and $700 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price and
intangible asset valuation, goodwill of $20,702 and intangible
assets subject to amortization of $6,390 were recorded. The
goodwill and intangible asset recorded will not be deductible
for tax purposes. The intangible assets recorded were $4,300
relating to content with an estimated useful life of three
years, $1,000 relating to acquired technology with an estimated
useful life of three years, $790 relating to a trade name with
an estimated useful life of ten years and $300 relating to
customer relationships with estimated useful lives of ten years.
The results of operations of eMedicine have been included in the
financial statements of the Company from January 17, 2006,
the closing date of the acquisition, and are included in the
Online Services segment.
This excerpt taken from the WBMD 10-Q filed May 10, 2007. 2005
Acquisitions
On December 2, 2005, the Company acquired the assets of and
assumed certain liabilities of Conceptis Technologies, Inc.
(“Conceptis”), a privately held Montreal-based
provider of online and offline medical education and promotion
aimed at physicians and other healthcare professionals. The
total purchase consideration for Conceptis was approximately
$19,859, comprised of $19,256 in cash and $603 of estimated
acquisition costs. The acquisition was accounted for using the
purchase method of accounting and, accordingly, the purchase
price was allocated to the tangible and intangible assets
acquired and the liabilities assumed on the basis of their
respective fair values. In connection with the preliminary
allocation of the purchase price and intangible asset valuation,
goodwill of $14,717 and intangible assets subject to
amortization of $6,140 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets recorded were $1,900 relating to content
with an estimated useful life of two years, $3,300 relating to
acquired technology with an estimated useful life of three years
and $940 relating to a trade name with an estimated useful life
of ten years. The results of operations of Conceptis have been
included in the financial statements of the Company from
December 2, 2005, the closing date of the acquisition, and
are included in the Online Services and the Publishing and Other
Services segments.
On March 14, 2005, the Company acquired HealthShare
Technology, Inc. (“HealthShare”), a privately held
company that provides online tools that compare the cost and
quality measures of hospitals for use by consumers, providers
and health plans. The total purchase consideration for
HealthShare was approximately $29,985, comprised of $29,533 in
cash, net of cash acquired, and $452 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price, goodwill
of $24,611 and intangible assets subject to amortization of
$8,500 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $7,500 relating to customer
relationships with estimated useful lives of five years and
$1,000 relating to acquired technology with an estimated useful
life of three years. The results of operations of HealthShare
have been included in the financial statements of the Company
from March 14, 2005, the closing date of the acquisition,
and are included in the Online Services segment.
This excerpt taken from the WBMD 10-Q filed May 10, 2007. 2006
Acquisitions
On December 15, 2006, the Company acquired all of the
outstanding limited liability company interests of Subimo, LLC
(“Subimo”), a privately held provider of healthcare
decision support applications to large employers, health plans
and financial institutions. The total purchase consideration for
Subimo was approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of estimated acquisition costs. Pursuant to the terms
of the purchase agreement, the Company deferred the issuance of
the $26,000 of equity, equal to 640,930 shares of
Class A common stock (the “Deferred Shares”),
until December 2008. A portion of these shares may be further
deferred until December 2010 subject to certain conditions. If
the Deferred Shares have a market value that is less than
$24.34 per share in December 2008, then the Company will
pay additional consideration equal to this shortfall, either in
the form of Class A common shares or cash, in its sole
discretion. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the purchase price was
allocated to the tangible and intangible assets acquired and the
liabilities assumed on the basis of their respective fair
values. In connection with the preliminary allocation of the
purchase price and intangible asset valuation, goodwill of
$47,915 and intangible assets subject to amortization of $11,300
were recorded. The goodwill and intangible assets recorded will
be deductible for tax purposes. The intangible assets are
comprised of $9,000 relating to customer relationships with
estimated useful lives of twelve years and $2,300 relating to
acquired technology with an estimated useful life of three
years. The results of operations of Subimo have been included in
the financial statements of the Company from December 15,
2006, the closing date of the acquisition, and are included in
the Online Services segment.
On September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (“Medsite”). Medsite
provides
e-detailing
services for pharmaceutical, medical device and healthcare
companies, including program development, targeted recruitment
and online distribution and delivery. In addition, Medsite
provides educational programs to physicians. The total purchase
consideration for Medsite was approximately $31,467, comprised
of $30,682 in cash, net of cash acquired, and $785 of estimated
acquisition costs. The acquisition was accounted for using the
purchase method of accounting and, accordingly, the purchase
price was allocated to the tangible and intangible assets
acquired and the liabilities assumed on the basis of their
respective fair values. In connection with the preliminary
allocation of the purchase price and intangible asset valuation,
goodwill of $34,248 and intangible assets subject to
amortization of $9,000 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets are comprised of $4,000 relating to
customer relationships with estimated useful lives of twelve
years, $2,000 relating to a trade name with an estimated useful
life of ten years, $2,000 relating to content with an estimated
useful life of five years and $1,000 relating to acquired
technology with an estimated useful life of three years. The
results of operations of Medsite have been
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
included in the financial statements of the Company from
September 11, 2006, the closing date of the acquisition,
and are included in the Online Services segment.
On June 13, 2006, the Company acquired Summex Corporation
(“Summex”), a provider of health and wellness programs
that include online and offline health risk assessments,
lifestyle education and personalized telephonic health coaching.
The total purchase consideration for Summex was approximately
$30,191, comprised of $29,691 in cash, net of the cash acquired,
and $500 of estimated acquisition costs. In addition, the
Company has agreed to pay up to an additional $10,000 in cash
over a two-year period if certain financial milestones are
achieved. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the purchase price was
allocated to the tangible and intangible assets acquired and the
liabilities assumed on the basis of their respective fair
values. In connection with the preliminary allocation of the
purchase price and intangible asset valuations, goodwill of
$20,147 and intangible assets subject to amortization of $10,200
were recorded. The goodwill and intangible assets recorded will
not be deductible for tax purposes. The intangible assets are
comprised of $4,000 relating to customer relationships with
estimated useful lives of ten years, $2,700 relating to acquired
technology with an estimated useful life of three years, $2,000
relating to content with an estimated useful life of four years
and $1,500 relating to a trade name with an estimated useful
life of ten years. The results of operations of Summex have been
included in the financial statements of the Company from
June 13, 2006, the closing date of the acquisition, and are
included in the Online Services segment.
On January 17, 2006, the Company acquired eMedicine.com,
Inc. (“eMedicine”), a privately held online publisher
of medical reference information for physicians and other
healthcare professionals. The total purchase consideration for
eMedicine was approximately $25,195, comprised of $24,495 in
cash, net of cash acquired, and $700 of estimated acquisition
costs. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the purchase price was
allocated to the tangible and intangible assets acquired and the
liabilities assumed on the basis of their respective fair
values. In connection with the preliminary allocation of the
purchase price and intangible asset valuation, goodwill of
$20,704 and an intangible asset subject to amortization of
$6,390 were recorded. The goodwill and intangible asset recorded
will not be deductible for tax purposes. The intangible assets
recorded were $4,300 relating to content with an estimated
useful life of three years, $1,000 relating to acquired
technology with an estimated useful life of three years, $790
relating to a trade name with an estimated useful life of ten
years and $300 relating to customer relationships with estimated
useful lives of ten years. The results of operations of
eMedicine have been included in the financial statements of the
Company from January 17, 2006, the closing date of the
acquisition, and are included in the Online Services segment.
This excerpt taken from the WBMD 10-Q filed May 10, 2007. 2005
Acquisitions
On December 2, 2005, the Company acquired the assets of and
assumed certain liabilities of Conceptis Technologies, Inc.
(“Conceptis”), a privately held Montreal-based
provider of online and offline medicaleducation and promotion
aimed at physicians and other healthcare professionals. The
total purchase consideration for Conceptis was approximately
$19,859, comprised of $19,256 in cash and $603 of estimated
acquisition costs. The acquisition was accounted for using the
purchase method of accounting and, accordingly, the purchase
price was allocated to the tangible and intangible assets
acquired and the liabilities assumed on the basis of their
respective fair values. In connection with the preliminary
allocation of the purchase price and intangible asset valuation,
goodwill of $14,717 and intangible assets subject to
amortization of $6,140 were recorded. The goodwill and
intangible assets recorded will be deductible for tax purposes.
The intangible assets recorded were $1,900 relating to content
with an estimated useful life of two years, $3,300 relating to
acquired technology with an estimated useful life of three years
and $940 relating to a trade name with an estimated useful life
of ten years. The results of operations of Conceptis have been
included in the financial
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
statements of the Company from December 2, 2005, the
closing date of the acquisition, and are included in the Online
Services and the Publishing and Other Services segments.
On March 14, 2005, the Company acquired HealthShare
Technology, Inc. (“HealthShare”), a privately held
company that provides online tools that compare the cost and
quality measures of hospitals for use by consumers, providers
and health plans. The total purchase consideration for
HealthShare was approximately $29,985, comprised of $29,533 in
cash, net of cash acquired, and $452 of acquisition costs. The
acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to
the tangible and intangible assets acquired and the liabilities
assumed on the basis of their respective fair values. In
connection with the allocation of the purchase price, goodwill
of $24,611 and intangible assets subject to amortization of
$8,500 were recorded. The goodwill and intangible assets
recorded will not be deductible for tax purposes. The intangible
assets are comprised of $7,500 relating to customer
relationships with estimated useful lives of five years and
$1,000 relating to acquired technology with an estimated useful
life of three years. The results of operations of HealthShare
have been included in the financial statements of the Company
from March 14, 2005, the closing date of the acquisition,
and are included in the Online Services segment.
This excerpt taken from the WBMD 10-K filed May 10, 2007. 2004
Acquisitions
On December 24, 2004, the Company acquired MedicineNet,
Inc. (“MedicineNet”), a privately held health
information Web site for consumers. The initial purchase
consideration for MedicineNet was approximately $17,223
comprised of $16,732 in cash, net of cash acquired, and $491 of
acquisition costs. In addition, the Company has agreed to pay up
to an additional $15,000 during the three months ended
March 31, 2006, if the number of page views on
MedicineNet’s Web sites exceeds certain thresholds for the
year ended December 31, 2005. The Company accrued $7,250 as
of December 31, 2005 for the cash payment made in April
2006 related to MedicineNet’s achievement of page views
exceeding certain thresholds during 2005. The accrual resulted
in an increase to goodwill. The acquisition was accounted for
using the purchase method of accounting and, accordingly, the
purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. Excluding the consideration
payment discussed above, goodwill of $9,991 and intangible
assets subject to amortization of $6,600 were recorded in
connection with the initial allocation of the purchase price.
The Company does not expect that the goodwill or intangible
assets recorded will be deductible for tax purposes. The
intangible assets are comprised of $5,600 relating to content
with an estimated useful life of three years, $300 relating to
customer relationships with estimated useful lives of two years
and $700 relating to acquired technology with an estimated
useful life of three years. The results of operations of
MedicineNet have been included in the Online Services segment.
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
On October 1, 2004, the Company acquired RxList, LLC
(“RxList”), a privately held provider of an online
drug directory for consumers and healthcare professionals. The
initial purchase consideration for RxList was approximately
$5,216 comprised of $4,500 in cash, $500 to be paid during the
three months ended March 31, 2006 and $216 of acquisition
costs. In addition, the Company has agreed to pay up to an
additional $2,500 during each of the three month periods ended
March 31, 2006 and 2007, if the number of page views on
RxList’s Web sites exceeds certain thresholds for each of
the three month periods ended December 31, 2005 and 2006,
respectively. The Company accrued $2,387 as of December 31,
2005 for the cash payment made in February 2006 related to
RxList’s achievement of page views exceeding certain
thresholds during the quarter ended December 31, 2005. The
accrual resulted in an increase to goodwill. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. Excluding the
consideration payment discussed above, goodwill of $4,181 and an
intangible asset subject to amortization of $1,054 were recorded
in connection with the initial allocation of the purchase price.
The Company expects that substantially all of the goodwill and
intangible asset recorded will be deductible for tax purposes.
The intangible asset consists of content with an estimated
useful life of five years. The results of operations of RxList
have been included in the financial statements of the Company
from October 1, 2004, the closing date of the acquisition,
and are included in the Online Services segment.
This excerpt taken from the WBMD 10-K filed Mar 2, 2007. 2004
Acquisitions
On December 24, 2004, the Company acquired MedicineNet,
Inc. (“MedicineNet”), a privately held health
information Web site for consumers. The initial purchase
consideration for MedicineNet was approximately $17,223
comprised of $16,732 in cash, net of cash acquired, and $491 of
acquisition costs. In addition, the Company has agreed to pay up
to an additional $15,000 during the three months ended
March 31, 2006, if the number of page views on
MedicineNet’s Web sites exceeds certain thresholds for the
year ended December 31, 2005. The Company accrued $7,250 as
of December 31, 2005 for the cash payment made in April
2006 related to MedicineNet’s achievement of page views
exceeding certain thresholds during 2005. The accrual resulted
in an increase to goodwill. The acquisition was accounted for
using the purchase method of accounting and, accordingly, the
purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed on the basis of
their respective fair values. Excluding the consideration
payment discussed above, goodwill of $9,991 and intangible
assets subject to amortization of $6,600 were recorded in
connection with the initial allocation of the purchase price.
The Company does not expect that the goodwill or intangible
assets recorded will be deductible for tax purposes. The
intangible assets are comprised of $5,600 relating to content
with an estimated useful life of three years, $300 relating to
customer relationships with estimated useful lives of two years
and $700 relating to acquired technology with an estimated
useful life of three years. The results of operations of
MedicineNet have been included in the Online Services segment.
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
On October 1, 2004, the Company acquired RxList, LLC
(“RxList”), a privately held provider of an online
drug directory for consumers and healthcare professionals. The
initial purchase consideration for RxList was approximately
$5,216 comprised of $4,500 in cash, $500 to be paid during the
three months ended March 31, 2006 and $216 of acquisition
costs. In addition, the Company has agreed to pay up to an
additional $2,500 during each of the three month periods ended
March 31, 2006 and 2007, if the number of page views on
RxList’s Web sites exceeds certain thresholds for each of
the three month periods ended December 31, 2005 and 2006,
respectively. The Company accrued $2,387 as of December 31,
2005 for the cash payment made in February 2006 related to
RxList’s achievement of page views exceeding certain
thresholds during the quarter ended December 31, 2005. The
accrual resulted in an increase to goodwill. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible
and intangible assets acquired and the liabilities assumed on
the basis of their respective fair values. Excluding the
consideration payment discussed above, goodwill of $4,181 and an
intangible asset subject to amortization of $1,054 were recorded
in connection with the initial allocation of the purchase price.
The Company expects that substantially all of the goodwill and
intangible asset recorded will be deductible for tax purposes.
The intangible asset consists of content with an estimated
useful life of five years. The results of operations of RxList
have been included in the financial statements of the Company
from October 1, 2004, the closing date of the acquisition,
and are included in the Online Services segment.
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