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This excerpt taken from the WBMD 8-K filed Nov 21, 2006. Note 1 —
Basis of Pro Forma Presentation
WebMD Health Corp. (the “Company”) is a Delaware
corporation that was incorporated on May 3, 2005. The
Company completed an initial public offering (“IPO”)
of Class A Common Stock on September 28, 2005. On
September 11, 2006, the Company acquired the interactive
medical education, promotion and physician recruitment
businesses of Medsite, Inc. (which we refer to as the Acquired
Business or Medsite). This acquisition is being accounted for as
purchase business combinations under U.S. generally
accepted accounting principles.
The Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended June 30, 2006 combines
the historical statement of operations of the Company for the
six months ended June 30, 2006 with the historical
statement of operations of Medsite for the six months ended
June 30, 2006, and reflects the acquisition of Medsite as
if it had occurred on January 1, 2005. The Unaudited Pro
Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 2005 combines the historical
statement of operations of the Company for the year ended
December 31, 2005, and the historical statement of
operations of Medsite for the year ended December 31, 2005,
and reflects the acquisition of Medsite as if it had occurred on
January 1, 2005. Additionally, certain amounts in the
historical financial statements of Medsite have been
reclassified to conform to the Company’s financial
statement presentation.
The pro forma condensed consolidated statements of operations
presented herein are not necessarily indicative of the results
of operations that would have resulted had the acquisition been
completed at the date indicated, nor is it necessarily
indicative of the results of operations of the combined
companies in future periods.
The unaudited pro forma adjustments represent management’s
estimates based on information available at this time.
Additionally, the total estimated purchase price of the
acquisition of Medsite has been allocated on a preliminary basis
to assets and liabilities based on management’s current
estimate of their fair values. These allocations are subject to
change pending the completion of the final analyses of the
purchase prices and fair values of assets acquired and
liabilities assumed. Also, the total purchase price is subject
to customary closing conditions which have not been finalized as
of the date of this filing. Accordingly, the final purchase
accounting adjustments may be materially different from the
unaudited pro forma adjustments presented herein. In connection
with the preliminary allocation of the purchase price and
intangible asset valuation, intangible assets subject to
amortization were recorded as follows:
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