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WBMD » Topics » We continue to be dependent on Emdeon to provide us with services required by us for the operation of our businessThis excerpt taken from the WBMD 10-Q filed May 10, 2007. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Many administrative services required by us for the operation of
our business continue to be provided to us by Emdeon under a
Services Agreement. Under the Services Agreement, Emdeon
provides us with administrative services, including services
relating to payroll, accounting, tax planning and compliance,
employee benefit plans, legal matters and information
processing. As a result, we are dependent on our relationship
with Emdeon for these important services. We reimburse Emdeon
under agreed upon formulas that allocate to us a portion of
Emdeon’s aggregate costs related to those services. The
Services Agreement is for a term of up to five years, however,
we have the option to terminate these services, in whole or in
part, at any time we choose to do so, generally by providing,
with respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs of
Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from
Emdeon’s economies of scale as a larger corporation.
We will
be required to evaluate our internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of
2002, and any adverse results from such evaluation or from the
evaluation that will be conducted by our auditors could result
in a loss of investor confidence in our financial reports and
have an adverse effect on our stock price
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
beginning with our Annual Report on
Form 10-K
for the fiscal year ending December 31, 2006, we will be
required to include a report by our management on our internal
control over financial reporting. Such report will contain,
among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our
fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This
assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by
management. Such report must also contain a statement that our
auditors have issued an attestation report on management’s
assessment of such internal controls.
We are currently in the process of preparing to comply with
Section 404. We have some experience with documenting,
testing and evaluating internal control over financial reporting
because our business is a segment of Emdeon, which has already
been required to evaluate its internal control over financial
reporting under Section 404. However, we have not been
through this process for WebMD itself and, because WebMD is a
smaller company, certain of the materiality thresholds
applicable in WebMD’s internal control over financial
reporting will be lower than those applicable to Emdeon. In
addition, we have implemented financial reporting processes that
are separate from those of Emdeon, using different financial
reporting software than Emdeon uses. We will need to document,
test and evaluate our internal control over financial reporting
in connection with such implementation.
If our management identifies one or more material weaknesses in
our internal control over financial reporting as of
December 31, 2006, we will be unable to assert such
internal control is effective in our initial management report
on such internal control. If we are unable to make that
assertion (or if our auditors are unable to attest that our
management’s report is fairly stated or they are unable to
express an opinion on the
Table of Contents
effectiveness of our internal controls), investors could lose
confidence in the accuracy and completeness of our financial
reports, which could have an adverse effect on our stock price.
This excerpt taken from the WBMD 10-Q filed May 10, 2007. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Many administrative services required by us for the operation of
our business continue to be provided to us by Emdeon under a
Services Agreement. Under the Services Agreement, Emdeon
provides us with administrative services, including services
relating to payroll, accounting, tax planning and compliance,
employee benefit plans, legal matters and information
processing. As a result, we are dependent on our relationship
with Emdeon for these important services. We reimburse Emdeon
under agreed upon formulas that allocate to us a portion of
Emdeon’s aggregate costs related to those services. The
Services Agreement is for a term of up to five years, however,
we have the option to terminate these services, in whole or in
part, at any time we choose to do so, generally by providing,
with respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs of
Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from
Emdeon’s economies of scale as a larger corporation.
We will
be required to evaluate our internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of
2002, and any adverse results from such evaluation or from the
evaluation that will be conducted by our auditors could result
in a loss of investor confidence in our financial reports and
have an adverse effect on our stock price
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
beginning with our Annual Report on
Form 10-K
for the fiscal year ending December 31, 2006, we will be
required to include a report by our management on our internal
control over financial reporting. Such report will contain,
among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our
fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This
assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by
management. Such report must also contain a statement that our
auditors have issued an attestation report on management’s
assessment of such internal controls.
We are currently in the process of preparing to comply with
Section 404. We have some experience with documenting,
testing and evaluating internal control over financial reporting
because our business is a segment of Emdeon, which has already
been required to evaluate its internal control over financial
reporting under Section 404. However, we have not been
through this process for WebMD itself and, because WebMD is a
smaller company, certain of the materiality thresholds
applicable in WebMD’s internal control over financial
reporting will be lower than those applicable to Emdeon. In
addition, we have implemented financial reporting processes that
are separate from those of Emdeon, using different financial
reporting software than Emdeon uses. We will need to document,
test and evaluate our internal control over financial reporting
in connection with such implementation.
Table of Contents
If our management identifies one or more material weaknesses in
our internal control over financial reporting as of
December 31, 2006, we will be unable to assert such
internal control is effective in our initial management report
on such internal control. If we are unable to make that
assertion (or if our auditors are unable to attest that our
management’s report is fairly stated or they are unable to
express an opinion on the effectiveness of our internal
controls), investors could lose confidence in the accuracy and
completeness of our financial reports, which could have an
adverse effect on our stock price.
This excerpt taken from the WBMD 10-Q filed May 10, 2007. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Some of the administrative services we require continue to be
provided to us by Emdeon under a Services Agreement. Under the
Services Agreement, Emdeon provides us with administrative
services, including services relating to payroll, accounting,
tax planning and compliance, employee benefit plans, legal
matters and information processing. As a result, we are
dependent on our relationship with Emdeon for these important
services. We reimburse Emdeon under
agreed-upon
formulas that allocate to us a portion of Emdeon’s
aggregate costs related to those services. The Services
Agreement is for a term of up to five years; however, we have
the option to terminate these services, in whole or in part, at
any time we choose to do so, generally by providing, with
respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs of
Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from economies
of scale.
This excerpt taken from the WBMD 10-K filed Mar 2, 2007. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Some of the administrative services we require continue to be
provided to us by Emdeon under a Services Agreement. Under the
Services Agreement, Emdeon provides us with administrative
services, including services relating to payroll, accounting,
tax planning and compliance, employee benefit plans, legal
matters and information processing. As a result, we are
dependent on our relationship with Emdeon for these important
services. We reimburse Emdeon under
agreed-upon
formulas that allocate to us a portion of Emdeon’s
aggregate costs related to those services. The Services
Agreement is for a term of up to five years; however, we have
the option to terminate these services, in whole or in part, at
any time we choose to do so, generally by providing, with
respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs
of Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from economies
of scale.
This excerpt taken from the WBMD 10-Q filed Nov 13, 2006. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Many administrative services required by us for the operation of
our business continue to be provided to us by Emdeon under a
Services Agreement. Under the Services Agreement, Emdeon
provides us with administrative services, including services
relating to payroll, accounting, tax planning and compliance,
employee benefit plans, legal matters and information
processing. As a result, we are dependent on our relationship
with Emdeon for these important services. We reimburse Emdeon
under agreed upon formulas that allocate to us a portion of
Emdeon’s aggregate costs related to those services. The
Services Agreement is for a term of up to five years, however,
we have the option to terminate these services, in whole or in
part, at any time we choose to do so, generally by providing,
with respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs of
Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from
Emdeon’s economies of scale as a larger corporation.
We will
be required to evaluate our internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of
2002, and any adverse results from such evaluation or from the
evaluation that will be conducted by our auditors could result
in a loss of investor confidence in our financial reports and
have an adverse effect on our stock price
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
beginning with our Annual Report on
Form 10-K
for the fiscal year ending December 31, 2006, we will be
required to include a report by our management on our internal
control over financial reporting. Such report will contain,
among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our
fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This
assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by
management. Such report must also contain a statement that our
auditors have issued an attestation report on management’s
assessment of such internal controls.
We are currently in the process of preparing to comply with
Section 404. We have some experience with documenting,
testing and evaluating internal control over financial reporting
because our business is a segment of Emdeon, which has already
been required to evaluate its internal control over financial
reporting under Section 404. However, we have not been
through this process for WebMD itself and, because WebMD is a
smaller company, certain of the materiality thresholds
applicable in WebMD’s internal control over financial
reporting will be lower than those applicable to Emdeon. In
addition, we have implemented financial reporting processes that
are separate from those of Emdeon, using different financial
reporting software than Emdeon uses. We will need to document,
test and evaluate our internal control over financial reporting
in connection with such implementation.
If our management identifies one or more material weaknesses in
our internal control over financial reporting as of
December 31, 2006, we will be unable to assert such
internal control is effective in our initial management report
on such internal control. If we are unable to make that
assertion (or if our auditors are unable to attest that our
management’s report is fairly stated or they are unable to
express an opinion on the
Table of Contents
effectiveness of our internal controls), investors could lose
confidence in the accuracy and completeness of our financial
reports, which could have an adverse effect on our stock price.
This excerpt taken from the WBMD 10-Q filed Aug 9, 2006. We
continue to be dependent on Emdeon to provide us with services
required by us for the operation of our business
Many administrative services required by us for the operation of
our business continue to be provided to us by Emdeon under a
Services Agreement. Under the Services Agreement, Emdeon
provides us with administrative services, including services
relating to payroll, accounting, tax planning and compliance,
employee benefit plans, legal matters and information
processing. As a result, we are dependent on our relationship
with Emdeon for these important services. We reimburse Emdeon
under agreed upon formulas that allocate to us a portion of
Emdeon’s aggregate costs related to those services. The
Services Agreement is for a term of up to five years, however,
we have the option to terminate these services, in whole or in
part, at any time we choose to do so, generally by providing,
with respect to specified services or groups of services,
60 days’ notice and, in some cases, paying a
termination fee of not more than $30,000 to cover the costs of
Emdeon relating to the termination.
The costs we are charged under the Services Agreement are not
necessarily indicative of the costs that we would incur if we
had to provide the services on our own or contract for them with
third parties on a stand-alone basis. With respect to most of
the services provided under the Services Agreement, we believe
that it is likely that it would cost us more to provide them or
contract for them on our own because we benefit from
Emdeon’s economies of scale as a larger corporation.
We will
be required to evaluate our internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of
2002, and any adverse results from such evaluation or from the
evaluation that will be conducted by our auditors could result
in a loss of investor confidence in our financial reports and
have an adverse effect on our stock price
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
beginning with our Annual Report on
Form 10-K
for the fiscal year ending December 31, 2006, we will be
required to include a report by our management on our internal
control over financial reporting. Such report will contain,
among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our
fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This
assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by
management. Such report must also contain a statement that our
auditors have issued an attestation report on management’s
assessment of such internal controls.
We are currently in the process of preparing to comply with
Section 404. We have some experience with documenting,
testing and evaluating internal control over financial reporting
because our business is a segment of Emdeon, which has already
been required to evaluate its internal control over financial
reporting under Section 404. However, we have not been
through this process for WebMD itself and, because WebMD is a
smaller company, certain of the materiality thresholds
applicable in WebMD’s internal control over financial
reporting will be lower than those applicable to Emdeon. In
addition, we have implemented financial reporting processes that
are separate from those of Emdeon, using different financial
reporting software than Emdeon uses. We will need to document,
test and evaluate our internal control over financial reporting
in connection with such implementation.
If our management identifies one or more material weaknesses in
our internal control over financial reporting as of
December 31, 2006, we will be unable to assert such
internal control is effective in our initial management report
on such internal control. If we are unable to make that
assertion (or if our auditors are unable to attest that our
management’s report is fairly stated or they are unable to
express an opinion on the
Table of Contents
effectiveness of our internal controls), investors could lose
confidence in the accuracy and completeness of our financial
reports, which could have an adverse effect on our stock price.
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