Staar Surgical Co 10-Q for FY2021 Q1
Staar Surgical Co (STAA)
About this 10-Q
Staar Surgical Co filed this 10-Q on May 5, 2021, covering the quarter ended April 2, 2021 (FY2021 Q1).
Headline figures
Quarter ended April 2, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $50.75M
- up 44.2% from $35.19M a year earlier
- Net income
- $4.99M
- compared with a net loss of $134K a year earlier
- Diluted EPS
- $0.10
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The registrant has
STAAR SURGICAL COMPANY
INDEX
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PAGE NUMBER |
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ITEM 1 |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 3. |
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ITEM 4. |
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ITEM 1. |
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ITEM 1A. |
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ITEM 4. |
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ITEM 5. |
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ITEM 6. |
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PART I – FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS |
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
(Unaudited)
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April 2, 2021 |
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January 1, 2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable trade, net of allowance of doubtful accounts of $ |
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Inventories, net |
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Prepayments, deposits and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Finance lease right-of-use assets, net |
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Operating lease right-of-use assets, net |
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Intangible assets, net |
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Goodwill |
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Deferred income taxes |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Line of credit |
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$ |
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$ |
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Accounts payable |
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Obligations under finance leases |
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Obligations under operating leases |
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Allowance for sales returns |
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Other current liabilities |
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Total current liabilities |
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Obligations under finance leases |
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Obligations under operating leases |
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Deferred income taxes |
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Asset retirement obligations |
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Pension liability |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, $ January 1, 2021, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
1
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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April 2, 2021 |
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April 3, 2020 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses: |
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General and administrative |
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Selling and marketing |
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Research and development |
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Total selling, general and administrative expenses |
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Operating income (loss) |
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Other expense, net: |
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Interest income (expense), net |
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( |
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Loss on foreign currency transactions |
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( |
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Royalty income |
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Other income (expense), net |
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( |
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Total other expense, net |
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( |
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Income (loss) before income taxes |
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( |
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Provision (benefit) for income taxes |
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( |
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Net income (loss) |
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$ |
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$ |
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Net income (loss) per share: |
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Basic |
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$ |
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$ |
— |
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Diluted |
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$ |
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$ |
— |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to the condensed consolidated financial statements.
2
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
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Three Months Ended |
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April 2, 2021 |
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April 3, 2020 |
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Net income (loss) |
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$ |
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$ |
( |
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Other comprehensive income (loss): |
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Defined benefit plans: |
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Net change in plan assets |
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( |
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Reclassification into other income (expense), net |
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Foreign currency translation loss |
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( |
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( |
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Tax effect |
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— |
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Other comprehensive income, net of tax |
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Comprehensive income (loss) |
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$ |
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$ |
( |
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See accompanying notes to the condensed consolidated financial statements.
3
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
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Three Months Ended |
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Common Stock Shares |
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Common Stock Par Value |
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Additional Paid-In Capital |
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Accumulated Other Compre- hensive Income (Loss) |
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Accumulated Deficit |
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Total |
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Balance, at January 1, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Common stock issued upon exercise of options |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Vested restricted stock |
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— |
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— |
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— |
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Balance, at April 2, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Balance, at January 3, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Common stock issued upon exercise of options |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Vested restricted stock |
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— |
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— |
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— |
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Balance, at April 3, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
4
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three Months Ended |
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April 2, 2021 |
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April 3, 2020 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation of property, plant, and equipment |
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Amortization of intangibles |
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Deferred income taxes |
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— |
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( |
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Change in net pension liability |
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Loss on disposal of property and equipment |
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Stock-based compensation expense |
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Provision for sales returns and bad debts |
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Inventory provision |
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Changes in working capital: |
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Accounts receivable |
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( |
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Inventories |
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( |
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Prepayments, deposits, and other current assets |
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( |
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( |
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Accounts payable |
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( |
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Other current liabilities |
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( |
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( |
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Net cash provided by (used in) operating activities |
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( |
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Cash flows from investing activities: |
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Acquisition of property and equipment |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Repayment of finance lease obligations |
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( |
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( |
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Repayment on line of credit |
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— |
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( |
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Proceeds from the exercise of stock options |
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Proceeds from vested restricted stock |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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( |
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( |
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Increase (decrease) in cash, cash equivalents and restricted cash |
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( |
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Cash, cash equivalents and restricted cash, at beginning of the period |
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Cash, cash equivalents and restricted cash, at end of the period |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
5
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 1 — Basis of Presentation and Significant Accounting Policies
The Condensed Consolidated Financial Statements of the Company present the financial position, results of operations, and cash flows of STAAR Surgical Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in the Comprehensive Financial Statements have been condensed or omitted pursuant to such rules and regulations. The Consolidated Balance Sheet as of January 1, 2021 was derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 1, 2021.
The Condensed Consolidated Financial Statements for the three months ended April 2, 2021 and April 3, 2020, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The results of operations for the three months ended April 2, 2021 and April 3, 2020, are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
Each of the Company’s fiscal reporting periods ends on the Friday nearest to the quarter ending date and generally consists of 13 weeks. Unless the context indicates otherwise “we,” “us,” the “Company,” and “STAAR” refer to STAAR Surgical Company and its consolidated subsidiaries.
Vendor Concentration
There was one vendor which accounted for over
Use of Estimates
During the COVID-19 pandemic, the Company believes it has used reasonable estimates and assumptions in determining valuation allowances for uncollectible trade receivables, sales returns reserves, obsolete and excess inventory reserves, deferred income taxes, and tax reserves, including valuation allowances for deferred tax assets, pension liabilities, evaluation of asset impairment, in determining the useful life of depreciable and definite-lived intangible assets, and in the variables and assumptions used to calculate and record stock-based compensation. Throughout the COVID-19 pandemic the Company offered extended payment terms to assist its surgeon customers and their clinics as they resumed business. Although the Company experienced some delays in payments on accounts receivable as a result of the COVID-19 pandemic in the first half of 2020, the Company experienced improvements since the third quarter of 2020 as elective refractive surgeries resumed. The Company is unaware of any material impairment of customer receivables. The Company’s sales representatives throughout the world remain engaged with customers conducting online training and other educational courses which have been very well attended. This activity has given the Company insight into COVID-19’s impact on customers and potential impairment of receivables.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted
On January 1, 2021 (beginning of fiscal year 2021), the Company adopted Accounting Standards Update (“ASU”) 2019‑12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes the following exceptions: exception to the incremental approach for intraperiod tax allocation; exception to accounting for basis differences when there are ownership changes in foreign investments; and exception to interim period tax accounting for year to date losses that exceed anticipated losses. ASU 2019-12 also improves financial reporting for franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. The adoption of ASU 2019-12 did not have a material impact on the Condensed Consolidated Financial Statements.
6
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 2 — Inventories
Inventories, net are stated at the lower of cost and net realizable value, determined on a first-in, first-out basis and consisted of the following (in thousands):
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April 2, 2021 |
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January 1, 2021 |
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Raw materials and purchased parts |
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$ |
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$ |
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Work in process |
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Finished goods |
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Total inventories, gross |
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|
|
|
|
|
|
Less inventory reserves |
|
|
( |
) |
|
|
( |
) |
|
Total inventories, net |
|
$ |
|
|
|
$ |
|
|
Note 3 — Prepayments, Deposits, and Other Current Assets
Prepayments, deposits, and other current assets consisted of the following (in thousands):
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||
|
Prepayments and deposits |
|
$ |
|
|
|
$ |
|
|
|
Prepaid insurance |
|
|
|
|
|
|
|
|
|
Prepaid marketing |
|
|
|
|
|
|
|
|
|
Consumption tax receivable |
|
|
|
|
|
|
|
|
|
Value added tax (VAT) receivable |
|
|
|
|
|
|
|
|
|
BVG (Swiss Pension) prepayment |
|
|
|
|
|
|
|
|
|
Other(1) |
|
|
|
|
|
|
|
|
|
Total prepayments, deposits and other current assets |
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
Note 4 — Property, Plant and Equipment
Property, plant and equipment, net consisted of the following (in thousands):
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||
|
Machinery and equipment |
|
$ |
|
|
|
$ |
|
|
|
Computer equipment and software |
|
|
|
|
|
|
|
|
|
Furniture and fixtures |
|
|
|
|
|
|
|
|
|
Leasehold improvements |
|
|
|
|
|
|
|
|
|
Construction in process |
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, gross |
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Total property, plant and equipment, net |
|
$ |
|
|
|
$ |
|
|
Note 5 –Intangible Assets
Intangible assets, net consisted of the following (in thousands):
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||||||||||||||||||
|
Long-lived amortized intangible assets |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
|
Patents and licenses |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
7
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 6 – Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||
|
Accrued salaries and wages |
|
$ |
|
|
|
$ |
|
|
|
Accrued bonuses |
|
|
|
|
|
|
|
|
|
Accrued insurance |
|
|
|
|
|
|
|
|
|
Income taxes payable |
|
|
|
|
|
|
|
|
|
Accrued consumption tax |
|
|
|
|
|
|
|
|
|
Marketing obligations |
|
|
|
|
|
|
|
|
|
Other(1) |
|
|
|
|
|
|
|
|
|
Total other current liabilities |
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
Note 7 – Lines of Credit
Since 1998, the Company’s wholly owned Japanese subsidiary, STAAR Japan, has had an agreement with Mizuho Bank which provides for borrowings of up to
In September 2013, the Company’s wholly owned Swiss subsidiary, STAAR Surgical AG, entered into a framework agreement for loans (“framework agreement”) with Credit Suisse (the “Bank”). The framework agreement provides for borrowings of up to
The Company is in compliance with covenants of its credit facilities and lines of credit as of April 2, 2021.
8
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 8 – Leases
Finance Leases
The Company entered into finance leases primarily related to purchases of equipment used for manufacturing or computer-related equipment. These finance leases are
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||
|
Machinery and equipment |
|
$ |
|
|
|
$ |
|
|
|
Computer equipment and software |
|
|
|
|
|
|
|
|
|
Finance lease right-of-use assets, gross |
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Finance lease right-of-use assets, net |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance lease liability |
|
$ |
|
|
|
$ |
|
|
|
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
% |
|
|
|
% |
Supplemental cash flow information related to finance leases consisted of the following (dollars in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Amortization of finance lease right-of-use asset |
|
$ |
|
|
|
$ |
|
|
|
Interest on finance lease liabilities |
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of finance lease liabilities: |
|
|
|
|
|
|
|
|
|
Operating cash flows |
|
|
|
|
|
|
|
|
|
Financing cash flows |
|
|
|
|
|
|
|
|
The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers. These operating leases are
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
||
|
Machinery and equipment |
|
$ |
|
|
|
$ |
|
|
|
Computer equipment and software |
|
|
|
|
|
|
|
|
|
Real property |
|
|
|
|
|
|
|
|
|
Operating lease right-of-use assets, gross |
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Operating lease right-of-use assets, net |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating lease liability |
|
$ |
|
|
|
$ |
|
|
|
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
% |
|
|
|
% |
9
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 8 – Leases (Continued)
Operating Leases
Supplemental cash flow information related to operating leases was as follows (dollars in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Operating lease cost |
|
$ |
|
|
|
$ |
|
|
|
Cash paid for amounts included in the measurement of operating lease liabilities: |
|
|
|
|
|
|
|
|
|
Operating cash flows |
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
|
|
|
|
|
|
|
Future Minimum Lease Commitments
Estimated future minimum lease payments under operating and finance leases having initial or remaining non-cancelable lease terms more than one year as of April 2, 2021 is as follows (in thousands):
|
As of April 2, 2021 12 Months Ended |
|
Operating Leases |
|
|
Finance Leases |
|
||
|
March 2022 |
|
$ |
|
|
|
$ |
|
|
|
March 2023 |
|
|
|
|
|
|
|
|
|
March 2024 |
|
|
|
|
|
|
|
|
|
March 2025 |
|
|
|
|
|
|
— |
|
|
March 2026 |
|
|
|
|
|
|
— |
|
|
Thereafter |
|
|
|
|
|
|
— |
|
|
Total minimum lease payments, including interest |
|
$ |
|
|
|
$ |
|
|
|
Less amounts representing interest |
|
|
( |
) |
|
|
( |
) |
|
Total minimum lease payments |
|
$ |
|
|
|
$ |
|
|
Note 9 — Income Taxes
The Company recorded an income tax provision as follows (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Provision (benefit) for income taxes |
|
$ |
|
|
|
$ |
( |
) |
The Company recorded income taxes of $
The 2017 Tax Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of
10
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 9 — Income Taxes (Continued)
The final regulations also allow companies to exclude certain high-taxed income from their GILTI calculation (the GILTI high-tax exclusion). The GILTI high-tax exclusion applies if the effective foreign tax rate is 90% or more of the rate that would apply if the income were subject to the maximum US rate of tax specified in section 11 (currently 18.9%, based on a maximum rate of 21%). The final regulations also provide that the GILTI high-tax exclusion is an annual election made each year and is retroactive to years beginning after December 31, 2017. The Company has made the election to exclude certain high-taxed income from its GILTI calculation for the three months ended April 2, 2021 and April 3, 2020.
The ultimate realization of deferred tax assets is dependent upon future generation of income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the projected future income and tax planning strategies in making this assessment. Since January 1, 2021, the Company had three years of accumulated profits for federal and various state income tax purposes as a result of GILTI. However, the three-year income position is not solely determinative and, accordingly, management considers all other available positive and negative evidence in its analysis. This includes existing profits in foreign jurisdiction as well as projected future profits. As further described in Notes 1 and 10 of the Company’s fiscal 2020 Form 10-K, under the “incremental cash tax savings approach,” the Company recorded a valuation allowance release of $
Total U.S. net deferred tax assets were $
Note 10 – Defined Benefit Pension Plans
The Company has defined benefit plans covering employees of its Switzerland and Japan operations. The following table summarizes the components of net periodic pension cost recorded for the Company’s defined benefit pension plans (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Service cost(1) |
|
$ |
|
|
|
$ |
|
|
|
Interest cost(2) |
|
|
|
|
|
|
|
|
|
Expected return on plan assets(2) |
|
|
( |
) |
|
|
( |
) |
|
Prior service credit(2),(3) |
|
|
( |
) |
|
|
( |
) |
|
Actuarial loss recognized in current period(2),(3) |
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
|
(2) |
|
|
(3) |
|
The Company currently is not required to and does not make contributions to its Japan pension plan. The Company’s contributions to its Swiss pension plan are as follows (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Employer contribution |
|
$ |
|
|
|
$ |
|
|
11
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 11 — Stockholders’ Equity
Stock-Based Compensation
The cost that has been charged against income for stock-based compensation is set forth below (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Employee stock options |
|
$ |
|
|
|
$ |
|
|
|
Restricted stock |
|
|
|
|
|
|
|
|
|
Restricted stock units |
|
|
|
|
|
|
|
|
|
Performance stock units |
|
|
|
|
|
|
— |
|
|
Nonemployee stock options |
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
$ |
|
|
|
$ |
|
|
The Company recorded stock-based compensation costs in the following categories (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Cost of sales |
|
$ |
|
|
|
$ |
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
Marketing and selling |
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, net |
|
|
|
|
|
|
|
|
|
Amounts capitalized as part of inventory |
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, gross |
|
$ |
|
|
|
$ |
|
|
Incentive Plan
The Amended and Restated Omnibus Equity Incentive Plan (“the Plan”) provides for various forms of stock-based incentives. To date, of the available forms of awards under the Plan, the Company has granted only stock options, restricted stock, unrestricted share grants, restricted stock units (“RSUs”) and performance stock units (“PSUs”). Options under the Plan are granted at fair market value on the date of grant, become exercisable generally over a period, or as determined by the Board of Directors, and expire over periods not exceeding
Assumptions
The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of options granted is derived from the historical exercises and post-vesting cancellations and represents the period of time that options granted are expected to be outstanding. The Company has calculated an
12
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 11 — Stockholders’ Equity (Continued)
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Expected dividend yield |
|
|
|
% |
|
|
|
% |
|
Expected volatility |
|
|
|
% |
|
|
|
% |
|
Risk-free interest rate |
|
|
|
% |
|
|
|
% |
|
Expected term (in years) |
|
|
|
|
|
|
|
|
Stock Options
A summary of stock option activity under the Plan for the three months ended April 2, 2021 is presented below:
|
|
|
Stock Options (in 000’s) |
|
|
Minimum Exercise Price |
|
|
Maximum Exercise Price |
|
|||
|
Outstanding at January 1, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Outstanding at April 2, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Exercisable at April 2, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock, Restricted Stock Units and Performance Stock Units
A summary of restricted stock, RSUs and PSUs activity under the Plan for the three months ended April 2, 2021 is presented below:
|
|
|
Restricted Stock (in 000’s) |
|
|
Restricted Stock Units (in 000’s) |
|
|
Performance Stock Units (in 000’s) |
|
|||
|
Unvested at January 1, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Vested |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Forfeited or expired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Unvested at April 2, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Note 12 - Commitments and Contingencies
Litigation and Claims
On December 31, 2020, Amir Sitabkhan filed a stockholder derivative complaint against certain members of our Board of Directors, Caren Mason, Stephen C. Farrell, John C. Moore, and Louis E. Silverman, as well as current Chief Financial Officer (CFO) Patrick F. Williams and former CFO Deborah Andrews in the U.S. District Court for the Central District of California. The plaintiff alleges breaches of fiduciary duties by, among other things, allowing STAAR to disseminate misleading statements to investors regarding its sales and growth in China and overstating marketing and research and development expenses, failing to properly oversee the Company, and unjust enrichment. The complaint sought damages, restitution and governance reforms, attorneys’ fees, and costs. On January 21, 2021, the court granted the parties’ stipulation extending the time for defendants to respond to the complaint to March 8, 2021. On
Employment Agreements
The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective March 1, 2015. She and certain officers have as provisions of their agreements certain rights, including continuance of cash compensation and benefits, upon a “change in control,” which may include an acquisition of substantially all its assets, or termination “without cause or for good reason” as defined in the employment agreements.
13
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 13 — Basic and Diluted Net Income Per Share
The following table sets forth the computation of basic and diluted net income per share (in thousands except per share amounts):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Numerator: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
|
|
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
Common shares outstanding |
|
|
|
|
|
|
|
|
|
Less: Unvested restricted stock |
|
|
( |
) |
|
|
( |
) |
|
Denominator for basic calculation |
|
|
|
|
|
|
|
|
|
Weighted average effects of potentially diluted common stock: |
|
|
|
|
|
|
|
|
|
Stock options |
|
|
|
|
|
|
— |
|
|
Unvested restricted stock |
|
|
|
|
|
|
— |
|
|
Restricted stock units |
|
|
|
|
|
|
— |
|
|
Performance stock units |
|
|
|
|
|
|
— |
|
|
Denominator for diluted calculation |
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
|
$ |
( |
) |
|
Diluted |
|
$ |
|
|
|
$ |
( |
) |
Because the Company had a net loss for the three months ended April 3, 2020, the number of diluted shares is equal to the number of basic shares. The following table sets forth (in thousands) the weighted average number of options to purchase shares of common stock, restricted stock, RSUs and PSUs with either exercise prices or unrecognized compensation cost per share greater than the average market price per share of the Company’s common stock, which were not included in the calculation of diluted per share amounts because the effects would be anti-dilutive.
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Stock options |
|
|
|
|
|
|
|
|
|
Restricted stock, restricted stock units and performance stock units |
|
|
— |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
14
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 14 — Disaggregation of Sales, Geographic Sales and Product Sales
In the following tables, sales are disaggregated by category, sales by geographic market and sales by product data. The following breaks down sales into the following categories (in thousands):
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Non-consignment sales |
|
$ |
|
|
|
$ |
|
|
|
Consignment sales |
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
The Company markets and sells its products in over
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Domestic |
|
$ |
|
|
|
$ |
|
|
|
Foreign: |
|
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Japan |
|
|
|
|
|
|
|
|
|
Other(1) |
|
|
|
|
|
|
|
|
|
Total foreign sales |
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
ICLs |
|
$ |
|
|
|
$ |
|
|
|
Other product sales |
|
|
|
|
|
|
|
|
|
IOLs |
|
|
|
|
|
|
|
|
|
Other surgical products |
|
|
|
|
|
|
|
|
|
Total other product sales |
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
One customer, the Company’s distributor in China, accounted for
15
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 15 — COVID-19 and CARES Act Developments
In December 2019, COVID-19 surfaced and in March 2020, the World Health Organization declared a pandemic related to the rapid spread of COVID-19 around the world. The impact of the COVID-19 outbreak on the businesses and the economy in the U.S. and the rest of the world is, and is expected to continue to be, uncertain and may continue to be significant. Accordingly, the Company cannot predict the extent to which its financial condition and results of operation will be affected. On March 17, 2020, the Company suspended most of its production and non-essential business locations where employees can work from home. A very limited number of manufacturing personnel remained at work for critical late staged processes, until the end of March 2020. Manufacturing resumed on April 27, 2020. The Company’s revenues have been adversely impacted, and the Company experienced a substantial slowdown in sales beginning March 20, 2020 in global geographies characterized as “hot spots” for the COVID-19 virus, including parts of Europe, North America, Asia, the Middle East and India. In certain of these markets, sales have paused as elective surgeries are discouraged to support COVID-19 related needs. The Company expects decreases in sales in certain geographies to continue in 2021 as different geographies resume business activities on differing timelines.
The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company did not apply for or require financing available under the CARES Act and does not expect to do so. The Company will continue to monitor the impact that the CARES Act may have on its business, financial condition, results of operations, or liquidity.
The Consolidated Appropriations Act (“CAA”) among other things, opened up another round of Paycheck Protection Program loans, expanding eligibility to small nonprofits, destination marking organizations, and housing cooperatives, provided additional funding for the Economic Injury Disaster Loans and grants, extends the Employee Retention Tax Credit, also extended and expanded Paid Sick and Family Leave Credits and the Employee Social Security tax deferral. The Company will continue to monitor the impact that the CAA may have on its business, financial condition, results of operations, or liquidity.
16
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The matters addressed in this Item 2 that are not historical information constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can recognize forward-looking statements by the use of words like “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe,” “will,” “should,” “forecast” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements about any of the following: any projections of or guidance as to earnings, revenue, sales, profit margins, expense rate, cash, effective tax rate, capital expense or any other financial items; the expected impact of the COVID-19 pandemic and related public health measures (including but not limited to their impact on sales, operations or clinical trials globally), the plans, strategies, and objectives of management for future operations or prospects for achieving such plans; statements regarding new, existing, or improved products, including but not limited to, expectations for success of new, existing, and improved products in the U.S. or international markets or government approval of a new or improved products (including the EVO family of lenses in the U.S. and the EVO Viva family of lenses for presbyopia internationally); commercialization of new or improved products; future economic conditions or size of market opportunities; expected costs of operations; statements of belief, including as to achieving 2021 business plans; expected regulatory activities and approvals, product launches, and any statements of assumptions underlying any of the foregoing.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risks and we can give no assurance that our expectations will prove to be correct. Actual results could differ from those described in this report because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described in in our Annual Report on Form 10-K in “Item 1A. Risk Factors” filed on February 24, 2021. We undertake no obligation to update these forward-looking statements after the date of this report to reflect future events or circumstances or to reflect actual outcomes.
The following discussion should be read in conjunction with the audited consolidated financial statements of STAAR, including the related notes, provided in this report.
Overview
STAAR Surgical Company designs, develops, manufactures, and sells implantable lenses for the eye and companion delivery systems used to deliver the lenses into the eye. We are the world’s leading manufacturer of intraocular lenses for patients seeking refractive vision correction, and we also make lenses for use in surgery to treat cataracts. All the lenses we make are foldable, which allows the surgeon to insert them into the eye through a small incision during minimally invasive surgery. Refractive surgery is performed to treat the type of visual disorders that have traditionally been corrected using eyeglasses or contact lenses. We refer to our lenses used in refractive surgery as “implantable Collamer® lenses” or “ICLs.” The field of refractive surgery includes both lens-based procedures, using products like our ICL family of products, and laser-based procedures like LASIK. Successful refractive surgery can correct common vision disorders such as myopia, hyperopia, and astigmatism. Cataract surgery is a common outpatient procedure where the eye’s natural lens that has become cloudy with age is removed and replaced with an artificial lens called an intraocular lens (IOL) to restore the patient’s vision. STAAR employs a commercialization strategy that strives for sustainable profitable growth. Our goal is to position our refractive lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction. We position our IOL lenses used in surgery that treats cataracts based on quality and value.
Recent Developments
For the first quarter of 2021 STAAR’s net sales increased 44% over the prior year driven by 54% global ICL unit growth as markets continued to more fully reopen following COVID-19 related shutdowns and we continued to gain momentum towards realization of a lens-based future for refractive vision correction. Notable markets for ICL unit growth in the first quarter of 2021 included China, Japan, South Korea, APAC Distributor Markets, India, Spain, Germany, European Distributor Markets, and the U.S. In late April, the FDA received our clinical data for our EVO family of myopia lenses with the goal of bringing EVO to the U.S. market later this year. We are continuing the phased rollout of our EVO Viva lens, which is the presbyopia-correcting lens that received CE Mark approval in 2020.
17
While COVID-19 hotspots and government public health mandates may reoccur moving forward, we anticipate less business interruption and continued interest in our EVO ICL lens-based refractive solutions throughout 2021.
Critical Accounting Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses and analyzes data in our unaudited Condensed Consolidated Financial Statements provided in this report, which we have prepared in accordance with U.S. generally accepted accounting principles. Preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual conditions may differ from our assumptions and actual results may differ from our estimates.
An accounting policy is deemed critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact the financial statements. Management believes that there have been no significant changes during the three months ended April 2, 2021 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended January 1, 2021.
Results of Operations
The following table shows the percentage of our total sales represented by certain items reflected in our Condensed Consolidated Statements of Operations for the periods indicated.
|
|
|
Percentage of Net Sales for Three Months |
|
|||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
||
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
Cost of sales |
|
|
22.9 |
% |
|
|
29.6 |
% |
|
Gross profit |
|
|
77.1 |
% |
|
|
70.4 |
% |
|
General and administrative |
|
|
20.1 |
% |
|
|
22.6 |
% |
|
Selling and marketing |
|
|
26.0 |
% |
|
|
31.4 |
% |
|
Research and development |
|
|
16.3 |
% |
|
|
19.6 |
% |
|
Total selling, general and administrative |
|
|
62.4 |
% |
|
|
73.6 |
% |
|
Operating income (loss) |
|
|
14.7 |
% |
|
|
(3.2 |
)% |
|
Total other expense, net |
|
|
(2.4 |
)% |
|
|
(0.5 |
)% |
|
Income (loss) before income taxes |
|
|
12.3 |
% |
|
|
(3.7 |
)% |
|
Provision (benefit) for income taxes |
|
|
2.5 |
% |
|
|
(3.3 |
)% |
|
Net income (loss) |
|
|
9.8 |
% |
|
|
(0.4 |
)% |
Net Sales
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
ICLs |
|
$ |
46,501 |
|
|
$ |
29,340 |
|
|
|
58.5 |
% |
|
Other product sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
IOLs |
|
|
3,725 |
|
|
|
3,994 |
|
|
|
(6.7 |
)% |
|
Other surgical products |
|
|
526 |
|
|
|
1,853 |
|
|
|
(71.6 |
)% |
|
Total other product sales |
|
|
4,251 |
|
|
|
5,847 |
|
|
|
(27.3 |
)% |
|
Net sales |
|
$ |
50,752 |
|
|
$ |
35,187 |
|
|
|
44.2 |
% |
Net sales for the three months ended April 2, 2021 were $50.8 million, an increase of 44% from $35.2 million reported during the same period of 2020. The increase in net sales was due to increased ICL sales of $17.2 million, partially offset by a decrease in other product sales of $1.6 million. Changes in foreign currency favorably impacted net sales by $1.2 million.
18
Total ICL sales for the three months ended April 2, 2021 were $46.5 million, an increase of 58% from $29.3 million reported for the same period of 2020, with unit increase of 54%. The APAC region sales increased by 62%, with unit growth up 59%, due to sales growth in Japan up 77%, China up 67%, India up 65%, other APAC Distributors up 47%, and Korea up 32%. The Europe, Middle East, Africa and Latin America region sales increased 51% with unit increase of 38%, due to sales growth in Distributor Operations up 71%, Germany up 58%, Latin America up 59% and Spain up 55%. The North America region sales increased 44%, with unit increase of 49%, due increased sales in Canada up 60% and the U.S. up 42%. First quarter 2021 sales growth continues to follow the third and four quarter 2020 sales growth trends experienced after the initial COVID-19 pandemic closures occurred in many of our primary markets during the first half of 2020. Changes in foreign currency favorably impacted ICL sales by $1.0 million for the three months ended April 2, 2021. ICL sales represented 91.6% and 83.4% of our total sales for the three months ended April 2, 2021 and April 3, 2020, respectively.
Other product sales, including IOLs were $4.3 million for the three months ended April 2, 2021, a decrease of 27% from $5.8 million reported for the same period of 2020. The decrease was due to product yield issues requiring rework related to preloaded injector parts manufactured on our behalf by a third-party vendor then sold by us to a third-party manufacturer for product they sell to their customers, as well as decreased IOL sales. Changes in foreign currency favorably impacted other product sales by $0.2 million for the three months ended April 2, 2021. Other product sales represented 8.4% and 16.6% of our total sales for the three months ended April 2, 2021 and April 3, 2020, respectively.
Gross Profit
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
Gross profit |
|
$ |
39,142 |
|
|
$ |
24,760 |
|
|
|
58.1 |
% |
|
Gross margin |
|
|
77.1 |
% |
|
|
70.4 |
% |
|
|
|
|
Gross profit for the three months ended April 2, 2021 was $39.1 million, a 58.1% increase compared to the $24.8 million reported for the same period of 2020. Gross profit margin increased to 77.1% of revenue for the three months ended April 2, 2021 compared to 70.4% of revenue for the three months ended April 3, 2020, due to geographic sales mix, a decreased mix of injector part sales which carry a lower margin, and for the three months ended April 3, 2020 were $150,000 period costs recorded as a result of COVID-19 and the resulting manufacturing pause which began on March 17, 2020.
General and Administrative Expense
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
General and administrative expense |
|
$ |
10,212 |
|
|
$ |
7,969 |
|
|
|
28.1 |
% |
|
Percentage of sales |
|
|
20.1 |
% |
|
|
22.6 |
% |
|
|
|
|
General and administrative expenses for the three months ended April 2, 2021 were $10.2 million, a 28.1% increase compared to the $8.0 million reported for the same period of 2020, due to increased variable compensation, salary-related expenses, facility costs and corporate insurance, partially offset by decreased tax consulting costs.
Selling and Marketing Expense
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
Selling and marketing expense |
|
$ |
13,201 |
|
|
$ |
11,028 |
|
|
|
19.7 |
% |
|
Percentage of sales |
|
|
26.0 |
% |
|
|
31.4 |
% |
|
|
|
|
Selling and marketing expenses for the three months ended April 2, 2021 were $13.2 million, a 19.7% increase compared to the $11.0 million reported for the same period of 2020, due to increased salary-related expenses, variable compensation and advertising and promotional activities, slightly offset by travel expenses.
19
Research and Development Expense
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
Research and development expense |
|
$ |
8,259 |
|
|
$ |
6,898 |
|
|
|
19.7 |
% |
|
Percentage of sales |
|
|
16.3 |
% |
|
|
19.6 |
% |
|
|
|
|
Research and development expenses for the three months ended April 2, 2021 were $8.3 million, a 19.7% increase compared to the $6.9 million reported for the same period of 2020, primarily due to increased variable compensation, clinical expenses associated with our EVO clinical trial in the U.S and salary-related expenses.
Other Expense, Net
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
Other expense, net |
|
$ |
(1,231 |
) |
|
$ |
(157 |
) |
|
|
—* |
|
|
Percentage of sales |
|
|
(2.4 |
)% |
|
|
(0.5 |
)% |
|
|
|
|
|
* |
Denotes change is greater than +100%. |
Other expense, net for the three months ended April 2, 2021 was $1.2 million, compared to other expense, net of $0.2 million reported for the same period of 2020. The change in other expense, net for the three months was due increased foreign exchange losses (primarily euro).
Income Taxes
|
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||
|
|
|
April 2, 2021 |
|
|
April 3, 2020 |
|
|
2021 vs. 2020 |
|
|||
|
Income tax provision (benefit) |
|
$ |
1,247 |
|
|
$ |
(1,158 |
) |
|
|
—* |
|
|
* |
Denotes change is greater than +100%. |
We recorded income taxes of $1.2 million for the three months ended April 2, 2021 due to pre-tax income generated in certain foreign jurisdictions. We recorded an income tax benefit of $1.2 million for the three months ended April 3, 2020 due to a release of our U.S. valuation allowance of $1.4 million, as a result of us revising our global forecasts in response to the impacts of COVID-19, and due to changes in the usage and release of certain deferred tax assets, offset by pre-tax income generated in certain foreign jurisdictions.
ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset may not be realizable. As further described in Notes 1 and 10 of our fiscal 2020 Form 10-K, under the “incremental cash tax savings approach,” we recorded a valuation release of $3.6 million and $0.3 million against federal and certain states deferred tax assets, respectively, as of April 2, 2021 and January 1, 2021. The ultimate realization of deferred tax assets is dependent upon future generation of income during the periods in which temporary differences representing net future deductible amounts become deductible. We considered the projected future income, tax planning strategies and all other available evidence both positive and negative, as well as results of recent operations in making this assessment. Total U.S. net deferred tax assets were $3.9 million as of April 2, 2021 and January 1, 2021. In applying the incremental cash tax savings approach, we will continue to maintain a valuation allowance on the balance of the Company’s net U.S. deferred tax assets of $41.5 million and 42.1 million as of April 2, 2021 and January 1, 2021, respectively.
Liquidity and Capital Resources
We believe that current cash, cash equivalents and future cash flow from operating activities will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the financial statements included in this quarterly report. Although we have experienced some delays in payments on accounts receivable as a result of the COVID-19 pandemic in the first half of 2020, this has improved since the third quarter of 2020 as our customers resume elective refractive surgery. We are unaware of any impairment of assets resulting from the COVID-19 pandemic. The Company did not apply for or require financing available
20
under the Coronavirus Aid, Relief, and Economic Security “CARES” Act and does not expect to do so given the strength of our balance sheet. Our financial condition at April 2, 2021 and January 1, 2021 included the following (in millions):
|
|
|
April 2, 2021 |
|
|
January 1, 2021 |
|
|
2021 vs. 2020 |
|
|||
|
Cash and cash equivalents |
|
$ |
162.3 |
|
|
$ |
152.5 |
|
|
$ |
9.8 |
|
|
Current assets |
|
$ |
223.5 |
|
|
$ |
216.4 |
|
|
$ |
7.1 |
|
|
Current liabilities |
|
|
36.1 |
|
|
|
41.2 |
|
|
|
(5.1 |
) |
|
Working capital |
|
$ |
187.4 |
|
|
$ |
175.2 |
|
|
$ |
12.2 |
|
We invest the net proceeds in short-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. Additionally, at April 2, 2021, we have a line of credit with a Japanese lender, in the amount of $1.3 million, with $3.2 million of availability and a line of credit with a Swiss lender, in the amount of $1.1 million, which is fully available for borrowing.
Net cash provided by operating activities was $6.8 million for the three months ended April 2, 2021 compared to net cash used by operating activities of $8.2 million for the three months ended April 3, 2020. Net cash provided by operating activities for the three months ended April 2, 2021, consisted of $5.0 million in net income, $4.8 in non-cash items, offset by $3.0 million in working-capital changes. The increase in net cash provided by operating activities during the three months ended April 2, 2021 was due to increased net working capital of $7.9 million, non-cash items of $1.9 million and net income of $5.0 million for the three months ended April 2, 2021 compared to a net loss of $0.1 million for the three months ended April 3, 2020.
Net cash used in investing activities was $2.2 million for the three months ended April 2, 2021 and April 3, 2020, and relate primarily to the acquisition of property, plant, and equipment.
Net cash provided by financing activities was $6.0 million for the three months ended April 2, 2021 compared to net cash provided by financing activities of $1.3 million for the three months ended April 3, 2020. Net cash provided by financing activities for the three months ended April 2, 2021 consisted of $6.2 million of proceeds from the exercise of stock options, partially offset by $0.2 million repayment of finance lease obligations.
Credit Facilities and Commitments
Lines of Credit and Leases
See Notes 7 and 8 of the accompanying Condensed Consolidated Financial Statements.
Covenant Compliance
The Company is in compliance with the covenants of its credit facilities as of April 2, 2021.
Employment Agreements
The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective March 1, 2015. She and certain officers have as provisions of their agreements certain rights, including continuance of cash compensation and benefits, upon a “change in control,” which may include an acquisition of substantially all of its assets, or termination “without cause or for good reason” as defined in the employment agreements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as that term is defined in the rules of the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
During the three months ended April 2, 2021, there have been no material changes in the Company’s qualitative and quantitative market risk since the disclosure in the Company’s Annual Report on Form 10-K for the year ended January 1, 2021.
21
|
ITEM 4. |
CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company. Based on that evaluation, our CEO and CFO concluded, as of the end of the period covered by this quarterly report on Form 10-Q, that our disclosure controls and procedures were effective. For purposes of this statement, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including the CEO and the CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud or material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended April 2, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
|
ITEM 1. |
LEGAL PROCEEDINGS |
On December 31, 2020, Amir Sitabkhan filed a stockholder derivative complaint against certain members of our Board of Directors, Caren Mason, Stephen C. Farrell, John C. Moore, and Louis E. Silverman, as well as current Chief Financial Officer (CFO) Patrick F. Williams and former CFO Deborah Andrews in the U.S. District Court for the Central District of California. The plaintiff alleges breaches of fiduciary duties by, among other things, allowing STAAR to disseminate misleading statements to investors regarding its sales and growth in China and overstating marketing and research and development expenses, failing to properly oversee the Company, and unjust enrichment. The complaint sought damages, restitution and governance reforms, attorneys’ fees, and costs. On January 21, 2021, the court granted the parties’ stipulation extending the time for defendants to respond to the complaint to March 8, 2021. On March 9, 2021, Mr. Sitabkhan’s counsel filed a notice of voluntary dismissal of the lawsuit, which dismissed the lawsuit without prejudice.
22
|
ITEM 1A. |
RISK FACTORS |
Our short and long-term success is subject to many factors that are beyond our control. Investors and prospective investors should consider carefully information contained in this report and the risks and uncertainties described in “Part I—Item 1A—Risk Factors” of the Company’s Form 10-K for the fiscal year ended January 1, 2021. Such risks and uncertainties could materially adversely affect our business, financial condition or operating results.
|
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not Applicable.
|
ITEM 5. |
OTHER INFORMATION |
None.
|
ITEM 6. |
EXHIBITS |
|
3.1 |
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3.2 |
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4.1 |
Form of Certificate for Common Stock, par value $0.01 per share.(3) |
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†4.2 |
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31.1 |
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31.2 |
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32.1 |
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101 |
Financial statements from the quarterly report on Form 10-Q of STAAR Surgical Company for the quarter ended April 2, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL), are filed herewith and include: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.* |
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104 |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2021, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101. |
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(1) |
Incorporated by reference to Appendix 2 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 13, 2018. |
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(2) |
Incorporated by reference to Appendix 3 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 13, 2018. |
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(3) |
Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form 8‑A/A as filed with the Commission on April 18, 2003. |
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(4) |
Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, for the period ended July 3, 2020, as filed with the Commission on August 5, 2020. |
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* |
Filed herewith. |
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** |
Furnished herewith. |
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† |
Management contract or compensatory plan. |
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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 thereunto duly authorized.
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STAAR SURGICAL COMPANY |
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Dated: |
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May 5, 2021 |
By: |
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/s/ PATRICK F. WILLIAMS |
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Patrick F. Williams |
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Chief Financial Officer |
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(on behalf of the Registrant and as its principal financial officer) |
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