EYE » Topics » Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations

This excerpt taken from the EYE 8-K filed Jun 6, 2006.

Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations

 

(1) Reflects amortization of the fair value of the intangible assets acquired in the VISX merger.

 

(2) Reflects the adjustment to decrease research and development expense by the $488.5 million in-process research and development charge resulting from the application of purchase accounting to the VISX merger.

 

(3) Reflects an increase of interest expense and amortization of debt issuance cost related to additional borrowings incurred to fund the cash portion of the VISX acquisition and related costs and amortization of deferred financing costs ($0.1 million per annum). The pro forma interest expense arising from the additional borrowings has been computed based upon $200.0 million aggregate borrowings and an average interest rate of 5.63% assumed to be borrowed at the beginning of the year and repaid upon close of the acquisition. The unaudited pro forma information also reflects a $2.0 million decrease of interest expense related to the amortization and write-off of debt issuance costs.

 

(4) Reflects the pro forma tax effect of the above adjustments to yield an estimated combined effective tax rate of 34% for the year ended December 31, 2005. The effective tax rate of 34% includes the impact of a $5.7 million tax benefit from the repatriation of foreign earnings. In addition, no tax benefits were recognized for the impact of $11.0 million of pre-tax acquisition charges incurred by VISX and a $8.6 million pre-tax charge associated with the termination of a distribution agreement in India that we had with our former parent.

 

(5) The unaudited pro forma combined information reflects the issuance of 27.8 million shares of our common stock to VISX shareholders less the 16.6 million weighted average shares related to the VISX merger included in AMO historical weighted average shares outstanding.

 

(6) The unaudited pro forma combined information reflects the issuance of 27.8 million shares of our common stock to VISX shareholders less the 16.6 million weighted average shares related to the VISX merger included in AMO historical weighted average shares outstanding, and the net aggregate dilutive effect of approximately 3.3 million AMO stock options and awards and VISX stock options exchanged for AMO options.

 

(7) Unaudited condensed consolidated results of operations of VISX for the three months ended March 31, 2005

 

(8) Unaudited condensed consolidated results of operations of VISX for the period April 1, 2005 through May 27, 2005 (effective date of the merger).
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