UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): March 2,
2010
STAAR Surgical
Company
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-11634
(Commission
File Number)
|
95-3797439
(I.R.S.
Employer
Identification
No.)
|
|
|
|
1911
Walker Ave, Monrovia, California
(Address
of principal executive offices)
|
|
91016
(Zip
Code)
|
Registrant’s
telephone number, including area code:
626-303-7902
Not
Applicable
Former
name or former address, if changed since last report
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) re-presents
in its entirety Item 2.01 of the Report as filed on March 8, 2010. In
the original Report, the stated net cash proceeds included cash dividends that
STAAR received from Domilens in December 2009 and January 2010, which were
deducted from the net cash purchase price paid by the buyer on the close of the
Transaction. The unaudited pro forma consolidated balance sheet
reflects the actual amount of net cash proceeds received at the close of the
Transaction, without inclusion of dividends. This Amendment conforms
the description of net proceeds under Item 2.01 to the presentation in the
unaudited pro forma consolidated balance sheet. All other items in
the original Report, including the unaudited pro forma consolidated balance
sheet, remain unchanged.
Item
2.01 Completion of Acquisition or Disposition of Assets
Divestiture
of Domilens GmbH
On
March 2, 2010 STAAR Surgical Company (“STAAR” or “we”) completed the
divestiture (the “Transaction”) of all of its interest in its German
distribution subsidiary, Domilens GmbH (“Domilens”) through a management buyout
led by funds managed by Hamburg-based Small Cap Buyout Specialist BPE
Unternehmensbeteiligungen GmbH (“BPE”). To effectuate the Transaction
STAAR Surgical AG (“STAAR AG”), STAAR’s Swiss subsidiary and holder of 100% of
the shares of Domilens, signed a Stock Purchase Agreement (the “Agreement”) with
Domilens Akquisitions GmbH (“Domilens Acquisitions”) on February 24,
2010. Domilens Akquisitions is a newly formed entity 74% owned by BPE
and 26% owned by senior management of Domilens.
The
Agreement provides for a Purchase Price of €10,512,100 (approximately US$14.3
million at currently prevailing exchange rates). After adjusting for
€800,000 in cash dividends received by STAAR from Domilens in December 2009 and
January 2010, and the exclusion of expenses related to compliance with the
Sarbanes-Oxley Act of 2002, at closing on March 2, 2010 Domilens
Akquisitions paid a cash Net Purchase Price of €9,685,700 (approximately US$13.2
million at currently prevailing exchange rates). €100,000 of the Net
Purchase Price was paid into an escrow account, to be held against payment of
any unaccrued taxes assessed for periods prior to December 31,
2009. Funds remaining after the resolution of such potential
liabilities, if any, will be distributed to STAAR from the escrow
account, no later than December 31, 2011.
Based on
the performance of Domilens in fiscal years 2010, 2011 and 2012, STAAR may earn
up to an additional €675,000 (approximately $920,000 at currently prevailing
exchange rates). These additional “earn-out” payments will be paid on
achievement of specified earnings before income tax (“EBIT”) as set forth
below. If a target is missed in any year, but in the following year
Domilens achieves the target and also makes up for the earlier shortfall, the
payments for both years will be earned and paid.
Fiscal
Year
|
Domilens
EBIT
|
Earn-Out
Payment
|
2010
|
€2,500,000
|
€200,000
|
2011
|
€2,900,000
|
€225,000
|
2012
|
€3,500,000
|
€250,000
|
After
expenses of
€
358,000 related to
investment banking fees, and excluding the escrowed funds of
€
100,000 and
any earn-out payments, STAAR expects to receive net cash proceeds of
approximately €9,228,000 from the transaction (approximately US$12.5 million at
currently prevailing exchange rates).
In
connection with the Stock Purchase Agreement, STAAR on February 24, 2010 entered
into a Distribution Agreement with Domilens providing for the continued sale of
certain STAAR products following the transfer of ownership. The
Distribution Agreement has a term of five years. During the first
three years of the term Domilens will be the exclusive distributor of covered
products in Germany and Austria, subject to Domilens achieving minimum purchase
levels. After the initial three-year period Domilens will have
non-exclusive distribution rights for these STAAR products, unless the parties
agree to an extension of the exclusivity. The following products are covered by
the Distribution Agreement: preloaded silicone and acrylic IOL
injectors; the Visian ICL, Visian Toric ICL and Visian Hyperopic
ICL.
STAAR's Current Report on Form 8-K filed on March 2, 2010,
inadvertently reported the date of the Agreement and Distribution Agreement as
February 23, 2010. Both agreements were signed on February 24, 2010.
Forward-Looking
Statements
Any
statements in this report that are not historical in nature are forward-looking
statements, including statements regarding any future payment that may be
received by STAAR as a result of the earn-out provisions or the escrow account
provided for in the Stock Purchase Agreement. The earn-out payments
will be earned only if Domilens significantly improves its performance over
levels it has historically been able to achieve. Domilens may not be able to
achieve these improvements. The escrow account will be used to pay
any additional unaccrued taxes that the German tax authorities may assess after
their next audit, which STAAR cannot predict and may leave little or no funds in
the escrow account remaining for distribution to STAAR.
Item
2.02 Results of Operations and Financial Condition.
On
March 2, 2010, STAAR published a press release reporting its financial
results for the quarter and fiscal year ended January 1, 2010 (the Press
Release"), a copy of which is furnished as Exhibit 99.1 to this report and is
incorporated herein by this reference.
Item
7.01 Regulation FD Disclosure.
On March
2, 2010 STAAR held a conference call to discuss the financial results for the
quarter and fiscal year ended January 1, 2010. An archive of the
webcast of the conference call has been posted on the Company's website at
www.staar.com. A transcript of the conference call is furnished as
Exhibit 99.2 to this report and is incorporated herein by this
reference.
Item
9.01 – Financial Statements and Exhibits
(b) Pro
Forma Financial Information.
(i)
|
|
Pro
Forma Condensed Consolidated Balance Sheet as of October 2,
2009;
|
(ii)
|
|
Pro
Forma Condensed Consolidated Statement of Operations for the fiscal year
ended January 2, 2009;
|
(iii)
|
|
Pro
Forma Condensed Consolidated Statement of Operations for the nine months
ended October 2, 2009;
|
The
unaudited pro forma statements of operations for the year ended January 2,
2009 and the nine months ended October 2, 2009 give effect to the divestiture of
Domilens as if STAAR had disposed of Domilens on December 29, 2007, the first
day of our 2008 fiscal year. The pro forma balance sheet as of
October 2, 2009 gives effect to the divestiture of Domilens as if STAAR had
disposed of it on October 2, 2009.
The pro
forma adjustments are based upon available information and certain assumptions
that management believes are reasonable under the circumstances. The pro forma
adjustments were applied to the respective historical financial statements to
reflect and account for the disposition of Domilens.
The
unaudited pro forma consolidated statements of operations and consolidated
balance sheet have been prepared for illustrative purposes only and do not
exclude cost savings from operational efficiencies, revenue synergies or
operating strategies employed prior to the disposition. Therefore, the pro forma
financial information is not necessarily indicative of the operating results
that we would have achieved had the disposition occurred on December 29,
2007 or our financial position had the disposition occurred on October 2,
2009 and should not be construed as a representation of our future operating
results or financial position.
The
unaudited pro forma consolidated financial information should be read in
conjunction with our audited Consolidated Financial Statements and the notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended
January 2, 2009 and the unaudited interim Consolidated Financial Statements
and the notes thereto included in our quarterly report on Form 10-Q for the
quarter ended October 2, 2009.
(b)
Exhibits.
Exhibit
No
.
|
Description
|
99.1
|
Press
release of the Company dated March 2, 2010.
|
99.2
|
Transcript
of conference call of the Company held on March 2,
2010.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
March
9, 2010
|
STAAR
Surgical Company
By:
/s/
Barry G. Caldwell
Barry
G. Caldwell
President
and Chief Executive Officer
|
STAAR
Surgical Company
|
|
In
$000s
|
|
|
In
$000s
|
|
|
In
$000s
|
|
|
|
PRO
FORMA
|
|
As
of October 2, 2009
|
|
As
Reported
|
|
|
Pro
Forma Adjustments to
|
|
|
|
In
$000s
|
|
|
|
10/2/2009
|
|
|
Dispose
Domilens
|
|
|
|
10/2/2009
|
|
BALANCE
SHEET
|
|
Consolidated
|
|
|
Deconsolidate
|
|
|
Assumed
|
|
|
|
EX
Domilens
|
|
Account
Description
|
|
USD
|
|
|
Domilens
|
|
|
Proceeds*
|
|
Footnotes
|
|
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5,644
|
|
|
$
|
(768
|
)
|
|
$
|
12,998
|
|
(A)
|
|
$
|
17,874
|
|
Restricted
Cash
|
|
|
7,368
|
|
|
|
|
|
|
|
136
|
|
(B)
|
|
|
7,504
|
|
Accounts
Receivable, net
|
|
|
9,411
|
|
|
|
(2,169
|
)
|
|
|
|
|
|
|
|
7,242
|
|
Inventory,
net
|
|
|
15,296
|
|
|
|
(3,645
|
)
|
|
|
|
|
|
|
|
11,651
|
|
Prepaids
& other current
|
|
|
2,196
|
|
|
|
(633
|
)
|
|
|
|
|
|
|
|
1,563
|
|
Other
current assets
|
|
|
|
|
|
|
|
|
|
|
98
|
|
(C)
|
|
|
98
|
|
Total
Current Assets
|
|
$
|
39,915
|
|
|
$
|
(7,215
|
)
|
|
$
|
13,232
|
|
|
|
$
|
45,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PP&E,
net
|
|
|
5,180
|
|
|
|
(1,152
|
)
|
|
|
|
|
|
|
|
4,028
|
|
Intangibles,
net
|
|
|
5,039
|
|
|
|
|
|
|
|
|
|
|
|
|
5,039
|
|
Goodwill
|
|
|
7,847
|
|
|
|
(6,302
|
)
|
|
|
|
|
|
|
|
1,545
|
|
Other
assets
|
|
|
1,242
|
|
|
|
-
|
|
|
|
|
|
|
|
|
1,242
|
|
Total
Assets
|
|
$
|
59,223
|
|
|
$
|
(14,669
|
)
|
|
$
|
13,232
|
|
|
|
$
|
57,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
|
6,182
|
|
|
|
(2,057
|
)
|
|
|
|
|
|
|
|
4,125
|
|
Other
Current Liabilities
|
|
|
13,351
|
|
|
|
(777
|
)
|
|
|
|
|
|
|
|
12,574
|
|
|
|
|
|
|
|
|
|
|
|
|
476
|
|
(D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
(E)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
|
|
(F)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146
|
|
(G)
|
|
|
822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line
of Credit
|
|
|
2,220
|
|
|
|
|
|
|
|
|
|
|
|
|
2,220
|
|
Total
Current Liabilities
|
|
$
|
21,753
|
|
|
$
|
(2,834
|
)
|
|
$
|
822
|
|
|
|
$
|
19,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long
Term Liabilities
|
|
|
3,838
|
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
3,725
|
|
Notes
Payable
|
|
|
4,389
|
|
|
|
|
|
|
|
|
|
|
|
|
4,389
|
|
Total
Liabilities
|
|
$
|
29,980
|
|
|
$
|
(2,947
|
)
|
|
$
|
822
|
|
|
|
$
|
27,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
6,780
|
|
|
|
|
|
|
|
|
|
|
|
|
6,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Common
stock
|
|
|
347
|
|
|
|
|
|
|
|
|
|
|
|
|
347
|
|
APIC
|
|
|
149,268
|
|
|
|
|
|
|
|
|
|
|
|
|
149,268
|
|
AOCI
|
|
|
3,456
|
|
|
|
(2,170
|
)
|
|
|
|
|
|
|
|
1,286
|
|
Accumulated
Deficit
|
|
|
(130,608
|
)
|
|
|
(9,552
|
)
|
|
$
|
12,410
|
|
|
|
|
(127,750
|
)
|
Total
Stockholders' Equity
|
|
$
|
22,463
|
|
|
$
|
(11,722
|
)
|
|
$
|
12,410
|
|
|
|
$
|
23,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tottal
S/E, P/S and Liabilities
|
|
$
|
59,223
|
|
|
$
|
(14,669
|
)
|
|
$
|
13,232
|
|
|
|
$
|
57,786
|
|
(F)
Pro Forma Gain calculation
|
|
|
|
Gain
on Sale of Domilens:
|
|
$
|
000s
|
|
-
Proceeds
|
|
$
|
12,410
|
|
-
Net Assets (Domilens)
|
|
|
(9,552
|
)
|
-
Gain on Sale
|
|
$
|
2,858
|
|
(A)
- Represents the net cash proceeds from the sale of Domilens, net of $136k
escrow funds
withheld
for future contingent tax liabiliy pending tax audits. Detailed
as follows:
|
000s
|
|
EUR
|
|
USD
|
|
Sales
price
|
|
|
9,686
|
|
$
|
13,134
|
|
Less:
Escrow funds
|
|
|
(100
|
)
|
$
|
(136
|
)
(B)
|
Net
sales price per SPA
|
|
|
9,586
|
|
$
|
12,998
|
|
(B)
- Represents the restricted cash escrow established for contingent tax
liability pending tax audit by both parties.
|
|
(C)
- Represents receivable from Domilens for Q42009 management fees not yet
paid as of close of transaction.
|
|
(D)
- Represents the incentive ($137) and success ($339) fees payable to the
investment bank upon closing of transaction.
|
|
(E)
- Represents the restricted cash escrow established for contingent tax
liability pending tax audit by both parties.
|
|
(F)
- Represents the total marketing allowance payable by STAAR to the new
company in four equal installments.
|
|
(G)
- Represents the estimated tax on sale owed by
STAAR.
|
STAAR
Surgical Company
|
|
In
$000s
|
|
In
$000s
|
|
In
$000s
|
|
In
$000s
|
|
Nine
Months Ended October 2, 2009
|
As
Reported
|
|
Pro
Forma Adj
|
|
|
|
Pro
Forma
|
|
|
|
10/2/2009
|
|
Dispose
Domilens
|
|
|
|
10/2/2009
|
|
P&L
|
|
Consolidated
|
%
of
|
Deconsolidate
|
%
of
|
Pro
Forma
|
|
EX
Domilens
|
%
of
|
Account
Description
|
|
USD
|
Sales
|
Domilens
|
Sales
|
Adjustments
|
Footnotes
|
USD
|
Sales
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
$ 55,514
|
100.0%
|
(17,743)
|
100.0%
|
$ 518
|
(a)
|
38,289
|
100.0%
|
Cost
of Goods Sold
|
|
24,675
|
44.4%
|
(10,092)
|
56.9%
|
211
|
(a)
|
14,794
|
38.6%
|
Gross
Profit
|
|
$ 30,839
|
55.6%
|
$ (7,651)
|
43.1%
|
$ 307
|
(a)
|
$ 23,495
|
61.4%
|
|
|
|
|
|
|
|
|
|
|
General
& Administrative
|
|
11,626
|
20.9%
|
|
0.0%
|
|
|
11,626
|
30.4%
|
Sales
and Marketing
|
|
17,784
|
32.0%
|
(6,434)
|
36.3%
|
(222)
|
(b)
|
11,128
|
29.1%
|
Research
& Development
|
|
4,395
|
7.9%
|
|
0.0%
|
|
|
4,395
|
11.5%
|
Total
SG&A
|
|
$ 33,805
|
60.9%
|
$ (6,434)
|
36.3%
|
$
(222)
|
|
$ 27,149
|
70.9%
|
|
|
|
|
|
|
|
|
|
|
Operating
Loss
|
|
(2,966)
|
-5.3%
|
(1,217)
|
6.9%
|
529
|
|
(3,654)
|
-9.5%
|
|
|
|
|
|
|
|
|
|
|
Other
Income/(Expense)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
36
|
0.1%
|
(20)
|
0.1%
|
|
|
16
|
0.0%
|
Interest
expense
|
|
(1,183)
|
-2.1%
|
8
|
0.0%
|
(105)
|
(c)
|
(1,280)
|
-3.3%
|
FX
gain/(loss)
|
|
200
|
0.4%
|
23
|
-0.1%
|
|
|
223
|
0.6%
|
Other
inc/(exp)
|
|
122
|
0.2%
|
(32)
|
0.2%
|
|
|
90
|
0.2%
|
Other
income/(expense), net
|
(825)
|
-1.5%
|
(21)
|
0.1%
|
(105)
|
|
(951)
|
-2.5%
|
|
|
|
|
|
|
|
|
|
|
Loss
before Income Taxes
|
|
(3,791)
|
-6.8%
|
(1,238)
|
7.0%
|
424
|
|
(4,605)
|
-12.0%
|
Income
tax provision
|
|
(926)
|
-1.7%
|
329
|
-1.9%
|
-
|
|
(597)
|
-1.6%
|
Net
Loss
|
|
$
(4,717)
|
-8.5%
|
$ (909)
|
5.1%
|
$ 424
|
|
$
(5,202)
|
-13.6%
|
|
|
|
|
|
|
|
|
|
|
Loss
per share - basic & diluted
|
$ (0.15)
|
|
$ (0.03)
|
|
$ 0.01
|
|
$ (0.16)
|
|
|
|
|
|
|
|
|
|
|
|
Wtd
avg shares o/s - basic & diluted
|
31,751
|
|
31,751
|
|
31,751
|
|
31,751
|
|
(a) -
Represents the intercompany sales and cost of sales made to Domilens which
was eliminated in consolidation when
|
Domilens
was wholly owned by AG, which would have been earned assuming Domilens was
not part of the Company
|
and
therefore not eliminated in consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
- Represents the direct and incremental transaction costs related to the
sale of Domilens incurred through the period presented.
|
The
Company would not have incurred these expenses had it not been for the
sale of Domilens.
|
|
|
Pro
Forma Excludes Management Fees as those are not considered to be earned or
available if AG did not own Domilens,
|
|
|
|
|
|
|
|
|
|
c)
Represents interest expense recorded in connection with the Domilens
intercompany loans payable by STAAR that would have
|
not
been eliminated had Domilens not been a subsidiary of the
Company.
|
|
|
|
|
STAAR
Surgical Company
|
|
In
$000s
|
|
In
$000s
|
|
|
|
In
$000s
|
|
Fiscal
Year Ended January 2, 2009
|
As
Reported
|
|
Pro
Forma Adj
|
|
|
|
Pro
Forma
|
|
|
|
1/2/2009
|
|
Dispose
Domilens
|
|
|
|
1/2/2009
|
|
P&L
|
|
Consolidated
|
%
of
|
Deconsolidate
|
%
of
|
Pro
Forma
|
|
EX
Domilens
|
%
of
|
Account
Description
|
|
USD
|
Sales
|
Domilens
|
Sales
|
Adjustments
|
Footnotes
|
USD
|
Sales
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
$ 74,894
|
100.0%
|
(25,124)
|
100.0%
|
$
1,070
|
(a)
|
50,840
|
100.0%
|
Cost
of Goods Sold
|
|
34,787
|
46.4%
|
(14,090)
|
56.1%
|
511
|
(a)
|
21,208
|
41.7%
|
Gross
Profit
|
|
$ 40,107
|
53.6%
|
$ (11,034)
|
43.9%
|
$ 559
|
(a)
|
$ 29,632
|
58.3%
|
|
|
|
|
|
|
|
|
|
|
General
& Administrative
|
|
15,730
|
21.0%
|
|
|
|
|
15,730
|
30.9%
|
Sales
and Marketing
|
|
27,053
|
36.1%
|
(8,580)
|
34.2%
|
-
|
(b)
|
18,473
|
36.3%
|
Research
& Development
|
|
7,938
|
10.6%
|
|
|
|
|
7,938
|
15.6%
|
Other
expenses
|
|
9,773
|
13.0%
|
|
|
|
|
9,773
|
19.2%
|
Total
SG&A
|
|
$ 60,494
|
80.8%
|
$ (8,580)
|
34.2%
|
$
-
|
|
$ 51,914
|
102.1%
|
|
|
|
|
|
|
|
|
|
|
Operating
Loss
|
|
(20,387)
|
-27.2%
|
(2,454)
|
9.8%
|
559
|
|
(22,282)
|
-43.8%
|
|
|
|
|
|
|
|
|
|
|
Other
Income/(Expense)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
160
|
0.2%
|
(47)
|
0.2%
|
|
|
113
|
0.2%
|
Interest
expense
|
|
(901)
|
-1.2%
|
4
|
0.0%
|
(116)
|
(c)
|
(1,013)
|
-2.0%
|
FX
gain/(loss)
|
|
(696)
|
-0.9%
|
287
|
-1.1%
|
|
|
(409)
|
-0.8%
|
Other
inc/(exp)
|
|
152
|
0.2%
|
(27)
|
0.1%
|
|
|
125
|
0.2%
|
Other
income/(expense), net
|
|
(1,285)
|
-1.7%
|
217
|
-0.9%
|
(116)
|
|
(1,184)
|
-2.3%
|
|
|
|
|
|
|
|
|
|
|
Loss
before Income Taxes
|
|
(21,672)
|
-28.9%
|
(2,237)
|
8.9%
|
443
|
|
(23,466)
|
-46.2%
|
Income
tax provision
|
|
(1,523)
|
-2.0%
|
548
|
-2.2%
|
-
|
|
(975)
|
-1.9%
|
Net
Loss
|
|
$
(23,195)
|
-31.0%
|
$
(1,689)
|
6.7%
|
$
443
|
|
$ (24,441)
|
-48.1%
|
|
|
|
|
|
|
|
|
|
|
Loss
per share - basic & diluted
|
|
$ (0.79)
|
|
$ (0.06)
|
|
$ 0.02
|
|
$ (0.83)
|
|
|
|
|
|
|
|
|
|
|
|
Wtd
avg shares o/s - basic & diluted
|
29,474
|
|
29,474
|
|
29,474
|
|
29,474
|
|
(a) -
Represents the intercompany sales and cost of sales made to Domilens which
was eliminated in consolidation when
|
Domilens
was wholly owned by AG, which would have been earned assuming Domilens was
not part of the Company
|
and
therefore not eliminated in consolidation.
|
|
(b)
- Represents the direct and incremental transaction costs related to the
sale of Domilens incurred through the period presented.
|
None
incurred as of this period presented.
|
Pro
Forma Excludes Management Fees as those are not considered to be earned or
available if AG did not own Domilens,
|
|
c)
Represents interest expense recorded in connection with the Domilens
intercompany loans payable by STAAR that would have
|
not
been eliminated had Domilens not been a subsidiary of the
Company.
|
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