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

This excerpt taken from the EYE 8-K filed Jul 13, 2005.

Notes to Unaudited Pro Forma Condensed Statement of Operations

 

(1) Our pro forma results have been adjusted to give pro forma effect to the acquisition of Pfizer’s ophthalmic surgical business as if that transaction had occurred on January 1, 2004.

 

The total estimated cost of the acquisition was as follows (in thousands):

 

Cash consideration to Pfizer Inc

   $ 450,000  

Direct costs

     7,399  

Cash acquired

     (690 )
    


Total purchase price

   $ 456,709  
    


 

The above purchase price has been preliminarily allocated based on an estimate of the fair values of assets acquired and liabilities assumed. The final valuation of net assets is expected to be completed as soon as possible, but no later than one year from the acquisition date in accordance with generally accepted accounting principles.

 

The purchase price has been allocated based on our management’s estimates as follows (in thousands):

 

Inventories

   $ 52,411  

Other current assets

     350  

Property, plant and equipment

     39,066  

Intangible assets

     135,900  

In-process research and development

     28,100  

Goodwill

     255,171  

Current liabilities

     (14,601 )

Non-current liabilities

     (655 )

Non-current deferred tax liability

     (39,033 )
    


Net assets acquired

   $ 456,709  
    


 

Of the $135.9 million of acquired intangible assets, $121.0 million was assigned to developed technology rights that have a weighted-average useful life of approximately 12.7 years and $14.9 million was assigned to a trademark with a useful life of approximately 13.5 years. Annual amortization of intangible assets is expected to be approximately $10.7 million. Approximately $11.6 million of the goodwill is expected to be deductible for tax purposes. A history of operating margins and profitability, a strong scientific employee base and a strong presence in the viscoelastic market were among the factors that contributed to a purchase price resulting in the recognition of goodwill.

 

(2) Reflects amortization of intangibles related to management’s preliminary estimate of the fair value of intangible assets acquired. This adjustment is preliminary and based on management’s estimates. The amount ultimately allocated to intangible assets may differ materially from this preliminary allocation and will be based on management’s final valuation of the acquired intangible assets.

 

(3) Reflects interest expense of additional borrowings incurred to fund the cash portion of the VISX merger and related costs. 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%. Also includes amortization of deferred financing costs ($0.1 million per annum).


(4) Reflects the pro forma tax effect of the above adjustments to yield an estimated combined effective tax rate of 35% and 34% for the year ended December 31, 2004 and the three months ended March 25, 2005, respectively.

 

(5) Reflects the issuance of 27.8 million shares of our common stock to VISX shareholders.

 

(6) Reflects the issuance of 27.8 million shares of our common stock to VISX shareholders and the dilutive effect of our stock options exchanged for VISX stock options of 1.1 million shares.

 

This excerpt taken from the EYE 8-K filed Jul 13, 2005.

Notes to Unaudited Pro Forma Condensed Statement of Operations

 

(1) Our pro forma results have been adjusted to give pro forma effect to the acquisition of Pfizer’s ophthalmic surgical business as if that transaction had occurred on January 1, 2004.

 

The total estimated cost of the acquisition was as follows (in thousands):

 

Cash consideration to Pfizer Inc

   $ 450,000  

Direct costs

     7,399  

Cash acquired

     (690 )
    


Total purchase price

   $ 456,709  
    


 

The above purchase price has been preliminarily allocated based on an estimate of the fair values of assets acquired and liabilities assumed. The final valuation of net assets is expected to be completed as soon as possible, but no later than one year from the acquisition date in accordance with generally accepted accounting principles.

 

The purchase price has been allocated based on our management’s estimates as follows (in thousands):

 

Inventories

   $ 52,411  

Other current assets

     350  

Property, plant and equipment

     39,066  

Intangible assets

     135,900  

In-process research and development

     28,100  

Goodwill

     255,171  

Current liabilities

     (14,601 )

Non-current liabilities

     (655 )

Non-current deferred tax liability

     (39,033 )
    


Net assets acquired

   $ 456,709  
    


 

Of the $135.9 million of acquired intangible assets, $121.0 million was assigned to developed technology rights that have a weighted-average useful life of approximately 12.7 years and $14.9 million was assigned to a trademark with a useful life of approximately 13.5 years. Annual amortization of intangible assets is expected to be approximately $10.7 million. Approximately $11.6 million of the goodwill is expected to be deductible for tax purposes. A history of operating margins and profitability, a strong scientific employee base and a strong presence in the viscoelastic market were among the factors that contributed to a purchase price resulting in the recognition of goodwill.

 

(2) Reflects amortization of intangibles related to management’s preliminary estimate of the fair value of intangible assets acquired. This adjustment is preliminary and based on management’s estimates. The amount ultimately allocated to intangible assets may differ materially from this preliminary allocation and will be based on management’s final valuation of the acquired intangible assets.

 

(3) Reflects interest expense of additional borrowings incurred to fund the cash portion of the VISX merger and related costs. 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%. Also includes amortization of deferred financing costs ($0.1 million per annum).

 

(4) Reflects the pro forma tax effect of the above adjustments to yield an estimated combined effective tax rate of 35% and 34% for the year ended December 31, 2004 and the three months ended March 25, 2005, respectively.

 

(5) Reflects the issuance of 27.8 million shares of our common stock to VISX shareholders.

 

(6) Reflects the issuance of 27.8 million shares of our common stock to VISX shareholders and the dilutive effect of our stock options exchanged for VISX stock options of 1.1 million shares.

 

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EXCERPTS ON THIS PAGE:

8-K
Jul 13, 2005
8-K
Jul 13, 2005
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