This excerpt taken from the WBMD 8-K filed Nov 21, 2006.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
On July 20, 2006, WebMD Health Corp. (the Company) announced that it had agreed to acquire the interactive medical education, promotion and physician recruitment businesses of Medsite, Inc. (which we refer to as the Acquired Business or Medsite). The Company completed the acquisition on September 11, 2006. The purchase price for the Acquired Business was $41 million in cash, subject to customary post-closing adjustment based on net working capital at closing.
The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2006 and for the year ended December 31, 2005 combines the historical statements of operations of the Company and Medsite, giving effect to the acquisition as if it had occurred on January 1, 2005. We have adjusted the historical financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the consolidated results. You should read this information in conjunction with:
The unaudited pro forma condensed consolidated statements of operations have been prepared for informational purposes only. The unaudited pro forma condensed consolidated statements of operations are not necessarily indicative of what the results of operations actually would have been had the acquisition been completed at the dates indicated. In addition, the unaudited pro forma condensed consolidated statements of operations do not purport to project the future results of operations of the combined companies.
The unaudited pro forma condensed consolidated statements of operations have been prepared using the purchase method of accounting. Accordingly, the purchase price has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values at the dates indicated. The allocation of the purchase price is preliminary and is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a definitive allocation. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments presented herein.