WBMD » Topics » Charges from the Company to Emdeon:

This excerpt taken from the WBMD 10-Q filed May 10, 2007.
Charges from the Company to Emdeon:
 
Revenue:  We sell certain of our products and services to Emdeon businesses. These amounts are included in revenue during the three and six months ended June 30, 2006. We charge Emdeon rates comparable to those charged to third parties for similar products and services.
 
Advertising Expense:  We allocated costs to Emdeon in 2005 based on its utilization of our advertising services. We no longer allocate any advertising expense to Emdeon, or other businesses of Emdeon, related to any advertising that promotes the WebMD brand. Our portion of the advertising services utilized is included in sales and marketing expense within the accompanying consolidated statements of operations, and is reported net of amounts charged to Emdeon.
 
Charges from Emdeon to the Company:
 
Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by Emdeon. The services that Emdeon provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse Emdeon for an allocated portion of certain expenses that Emdeon incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. Emdeon has agreed to make the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and Emdeon consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and Emdeon used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table


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below under the caption “Corporate services — shared services allocation”. Prior to the IPO, the Services Fee also included costs identified for dedicated employees managed centrally by Emdeon for certain of its functions across all of its segments. This portion of the Services Fee charged for dedicated employees included a charge for their salaries, plus an overhead charge for these employees calculated based on a pro rata portion of their salaries to total salaries within the function. The amount reflected in the table below under the caption “Corporate services — specific identification” reflects the costs for these employees through their date of transfer. The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.
 
Healthcare Expense:  We are charged for our employees’ participation in Emdeon’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects Emdeon’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.
 
Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of Emdeon’s Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to Emdeon’s Common Stock is recorded as additional paid-in capital.
 
The following table summarizes the allocations reflected in our consolidated financial statements:
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2006     2005     2006     2005  
 
Charges from the Company to Emdeon:
                               
Intercompany revenue
  $ 146     $     $ 291     $  
Advertising expense
          724             1,599  
Charges from Emdeon to the Company:
                               
Corporate services — specific identification
          654             1,446  
Corporate services — shared services allocation
    845       903       1,684       1,732  
Healthcare expense
    947       675       1,824       1,434  
Stock-based compensation expense
    1,596       86       3,561       569  
 
This excerpt taken from the WBMD 10-K filed May 10, 2007.
Charges from the Company to Emdeon:
 
Revenue:  The Company sells certain of its products and services to Emdeon businesses. These amounts are included in revenue during the years ended December 31, 2006 and 2005. The Company charges Emdeon rates comparable to those charged to third parties for similar products and services.
 
Advertising Expense:  During 2004 and 2005, the Company allocated costs to Emdeon based on its utilization of the Company’s advertising services. This charge included a proportional allocation based on the number of Emdeon operating segments identified in each advertisement and an allocation of cost to Emdeon for the promotion of the WebMD brand prior to Emdeon’s name change. On August 5, 2005, Emdeon and other businesses of Emdeon began to use “Emdeon” as their primary brand, instead of “WebMD.” Accordingly, the Company no longer allocates any advertising expense to Emdeon, or other businesses of


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WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Emdeon, related to any advertising that promotes the WebMD brand. The Company’s portion of the advertising services utilized is included in sales and marketing expense within the accompanying consolidated statements of operations, and is reported net of amounts charged to Emdeon.
 
This excerpt taken from the WBMD 10-Q filed May 10, 2007.
Charges from Emdeon to the Company:
 
Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by Emdeon. The services that Emdeon provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse Emdeon for an allocated portion of certain expenses that Emdeon incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. Emdeon has agreed to make


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the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and Emdeon consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and Emdeon used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table below under the caption “Corporate services — shared services allocation”. Prior to the IPO, the Services Fee also included costs identified for dedicated employees managed centrally by Emdeon for certain of its functions across all of its segments. This portion of the Services Fee charged for dedicated employees included a charge for their salaries, plus an overhead charge for these employees calculated based on a pro rata portion of their salaries to total salaries within the function. The amount reflected in the table below under the caption “Corporate services — specific identification” reflects the costs for these employees through their date of transfer. The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.
 
Healthcare Expense:  We are charged for our employees’ participation in Emdeon’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects Emdeon’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.
 
Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of Emdeon’s Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to Emdeon’s Common Stock is recorded as additional paid-in capital.
 
The following table summarizes the allocations reflected in our consolidated financial statements:
 
                                 
    Three Months Ended
    Nine Months Ended
 
    September 30,     September 30,  
    2006     2005     2006     2005  
Charges from the Company to Emdeon:
                               
Intercompany revenue
  $ 125     $ 215     $ 416     $ 215  
Advertising expense
          278             1,877  
Charges from Emdeon to the Company:
                               
Corporate services — specific identification
          414             1,860  
Corporate services — shared services allocation
    792       829       2,476       2,561  
Healthcare expense
    1,093       684       2,917       2,118  
Stock-based compensation expense
    1,410       393       4,971       962  
 
This excerpt taken from the WBMD 10-Q filed May 10, 2007.
Charges from Emdeon to the Company:
 
Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by Emdeon. The services that Emdeon provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse Emdeon for an allocated portion of certain expenses that Emdeon incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. Emdeon has agreed to make the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and Emdeon consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and Emdeon used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table below under the caption “Corporate services — shared services allocation”. The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.
 
Healthcare Expense:  We are charged for our employees’ participation in Emdeon’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects Emdeon’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.
 
Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of Emdeon’s Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to Emdeon’s Common Stock is recorded as a capital contribution in additional paid-in capital.
 
The following table summarizes the allocations reflected in our consolidated financial statements:
 
                 
    Three Months
 
    Ended
 
    March 31,  
    2007     2006  
 
Charges from the Company to Emdeon:
               
Intercompany revenue
  $ 63     $ 83  
Charges from Emdeon to the Company:
               
Corporate services — shared services allocation
    804       839  
Healthcare expense
    1,382       877  
Stock-based compensation expense
    911       1,965  
 
This excerpt taken from the WBMD 10-K filed Mar 2, 2007.
Charges from the Company to Emdeon:
 
Revenue:  The Company sells certain of its products and services to Emdeon businesses. These amounts are included in revenue during the years ended December 31, 2006 and 2005. The Company charges Emdeon rates comparable to those charged to third parties for similar products and services.
 
Advertising Expense:  During 2004 and 2005, the Company allocated costs to Emdeon based on its utilization of the Company’s advertising services. This charge included a proportional allocation based on the number of Emdeon operating segments identified in each advertisement and an allocation of cost to Emdeon for the promotion of the WebMD brand prior to Emdeon’s name change. On August 5, 2005, Emdeon and other businesses of Emdeon began to use “Emdeon” as their primary brand, instead of “WebMD.” Accordingly, the Company no longer allocates any advertising expense to Emdeon, or other businesses of Emdeon, related to any advertising that promotes the WebMD brand. The Company’s portion of the


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Table of Contents

 
WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

advertising services utilized is included in sales and marketing expense within the accompanying consolidated statements of operations, and is reported net of amounts charged to Emdeon.
 
This excerpt taken from the WBMD 10-Q filed Nov 13, 2006.
Charges from Emdeon to the Company:
 
Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by Emdeon. The services that Emdeon provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse Emdeon for an allocated portion of certain expenses that Emdeon incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. Emdeon has agreed to make the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and Emdeon consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and Emdeon used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table


30


Table of Contents

below under the caption “Corporate services — shared services allocation”. Prior to the IPO, the Services Fee also included costs identified for dedicated employees managed centrally by Emdeon for certain of its functions across all of its segments. This portion of the Services Fee charged for dedicated employees included a charge for their salaries, plus an overhead charge for these employees calculated based on a pro rata portion of their salaries to total salaries within the function. The amount reflected in the table below under the caption “Corporate services — specific identification” reflects the costs for these employees through their date of transfer. The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.
 
Healthcare Expense:  We are charged for our employees’ participation in Emdeon’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects Emdeon’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.
 
Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of Emdeon’s Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to Emdeon’s Common Stock is recorded as additional paid-in capital.
 
The following table summarizes the allocations reflected in our consolidated financial statements:
 
                                 
    Three Months Ended
    Nine Months Ended
 
    September 30,     September 30,  
    2006     2005     2006     2005  
Charges from the Company to Emdeon:
                               
Intercompany revenue
  $ 125     $ 215     $ 416     $ 215  
Advertising expense
          278             1,877  
Charges from Emdeon to the Company:
                               
Corporate services — specific identification
          414             1,860  
Corporate services — shared services allocation
    792       829       2,476       2,561  
Healthcare expense
    1,093       684       2,917       2,118  
Stock-based compensation expense
    1,410       393       4,971       962  
 
This excerpt taken from the WBMD 10-Q filed Aug 9, 2006.
Charges from the Company to Emdeon:
 
Revenue:  We sell certain of our products and services to Emdeon businesses. These amounts are included in revenue during the three and six months ended June 30, 2006. We charge Emdeon rates comparable to those charged to third parties for similar products and services.
 
Advertising Expense:  We allocated costs to Emdeon in 2005 based on its utilization of our advertising services. We no longer allocate any advertising expense to Emdeon, or other businesses of Emdeon, related to any advertising that promotes the WebMD brand. Our portion of the advertising services utilized is included in sales and marketing expense within the accompanying consolidated statements of operations, and is reported net of amounts charged to Emdeon.
 
Charges from Emdeon to the Company:
 
Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by Emdeon. The services that Emdeon provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse Emdeon for an allocated portion of certain expenses that Emdeon incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. Emdeon has agreed to make the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and Emdeon consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and Emdeon used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table below under the caption “Corporate services — shared services allocation”. Prior to the IPO, the Services Fee also included costs identified for dedicated employees managed centrally by Emdeon for certain of its functions across all of its segments. This portion of the Services Fee charged for dedicated employees included a charge for their salaries, plus an overhead charge for these employees calculated based on a pro rata portion of their salaries to total salaries within the function. The amount reflected in the table below under the caption “Corporate services — specific identification” reflects the costs for these employees through their date of transfer. The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.


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Table of Contents

Healthcare Expense:  We are charged for our employees’ participation in Emdeon’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects Emdeon’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.
 
Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of Emdeon’s Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to Emdeon’s Common Stock is recorded as additional paid-in capital.
 
The following table summarizes the allocations reflected in our consolidated financial statements:
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2006     2005     2006     2005  
 
Charges from the Company to Emdeon:
                               
Intercompany revenue
  $ 146     $     $ 291     $  
Advertising expense
          724             1,599  
Charges from Emdeon to the Company:
                               
Corporate services — specific identification
          654             1,446  
Corporate services — shared services allocation
    845       903       1,684       1,732  
Healthcare expense
    947       675       1,824       1,434  
Stock-based compensation expense
    1,596       86       3,561       569  
 
This excerpt taken from the WBMD 10-K filed Mar 16, 2006.
Charges from the Company to Emdeon:
 
Revenue:  The Company sells certain of its products and services to Emdeon businesses. These amounts are included in revenue during the year ended December 31, 2005. The Company charges Emdeon rates comparable to those charged to third parties for similar products and services.
 
Advertising Expense:  The Company allocated costs to Emdeon based on its utilization of the Company’s advertising services. This charge included a proportional allocation based on the number of Emdeon operating segments identified in each advertisement and an allocation of cost to Emdeon for the promotion of the WebMD brand prior to Emdeon’s name change. On August 5, 2005, Emdeon and other businesses of Emdeon began to use “Emdeon” as their primary brand, instead of “WebMD.” Accordingly, the Company no longer allocates any advertising expense to Emdeon, or other businesses of Emdeon, related to any advertising that promotes the WebMD brand. The Company’s portion of the advertising services utilized is included in sales and marketing expense within the accompanying consolidated statements of operations, and is reported net of amounts charged to Emdeon.


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Table of Contents

 
WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
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