STAA 10-Q
Staar Surgical Co (STAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended:
Or
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
(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) |
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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1 |
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ITEM 1 |
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1 |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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22 |
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ITEM 3. |
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29 |
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ITEM 4. |
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ITEM 1. |
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30 |
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ITEM 1A. |
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30 |
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ITEM 2. |
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32 |
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ITEM 4. |
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32 |
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ITEM 5. |
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32 |
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ITEM 6. |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
(Unaudited)
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September 26, 2025 |
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December 27, 2024 |
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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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Investments available for sale (amortized cost basis of $ |
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Accounts receivable trade, net of allowance for credit losses 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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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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Accounts payable |
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$ |
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$ |
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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 operating leases |
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Deferred income taxes |
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Asset retirement obligations |
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Deferred rent |
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— |
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Pension liability |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Treasury stock, |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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( |
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( |
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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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Nine Months Ended |
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September 26, 2025 |
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September 27, 2024 |
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September 26, 2025 |
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September 27, 2024 |
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Net sales |
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$ |
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$ |
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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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Merger transaction and related costs |
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— |
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— |
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Restructuring, impairment and related charges |
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— |
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— |
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Total selling, general and administrative expenses |
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Operating income (loss) |
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( |
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Other income (expense), net: |
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Interest income, net |
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Gain (loss) on foreign currency transactions |
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Royalty income |
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— |
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— |
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— |
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Other income, net |
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Total other income, net |
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Income (loss) before income taxes |
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Provision for income taxes |
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Net income (loss) |
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$ |
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$ |
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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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$ |
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$ |
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Diluted |
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$ |
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$ |
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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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Nine Months Ended |
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September 26, 2025 |
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September 27, 2024 |
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September 26, 2025 |
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September 27, 2024 |
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Net income (loss) |
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$ |
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$ |
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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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( |
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( |
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( |
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Reclassification into other income (expense), net |
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( |
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( |
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Investments available for sale: |
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Change in unrealized gain (loss) |
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Reclassification into other income (expense), net |
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— |
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Foreign currency translation gain (loss) |
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( |
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( |
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Tax effect |
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( |
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( |
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Other comprehensive income (loss), net of tax |
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( |
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( |
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( |
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Comprehensive income (loss) |
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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.
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 |
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Common |
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Additional |
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Treasury Stock Shares |
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Treasury Stock |
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Accumulated |
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Accumulated |
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Total |
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Balance, at June 27, 2025 |
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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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$ |
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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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— |
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— |
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Other comprehensive 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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— |
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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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— |
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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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— |
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— |
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Repurchase of common stock |
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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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( |
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Repurchase of employee common stock for taxes withheld |
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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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— |
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— |
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Vested restricted and performance stock units |
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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 September 26, 2025 |
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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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$ |
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Balance, at June 28, 2024 |
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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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$ |
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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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— |
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— |
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Other comprehensive 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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— |
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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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— |
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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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— |
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— |
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Vested restricted and performance stock units |
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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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— |
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Balance, at September 27, 2024 |
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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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$ |
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See accompanying notes to the condensed consolidated financial statements.
4
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
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Nine Months Ended |
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Common |
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Common |
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Additional |
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Treasury Stock Shares |
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Treasury Stock |
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Accumulated |
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Accumulated |
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Total |
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Balance, at December 27, 2024 |
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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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$ |
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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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( |
) |
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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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— |
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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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— |
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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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— |
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— |
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Repurchase of common stock |
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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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— |
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( |
) |
Repurchase of employee common stock for taxes withheld |
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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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— |
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( |
) |
Vested restricted and performance stock units |
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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 September 26, 2025 |
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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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$ |
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Balance, at December 29, 2023 |
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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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$ |
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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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— |
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— |
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Other comprehensive 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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— |
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( |
) |
Common stock issued upon exercise of options |
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— |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of employee common stock for taxes withheld |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Unvested restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeited restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vested restricted and performance stock units |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Balance, at September 27, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes to the condensed consolidated financial statements.
5
STAAR SURGICAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Nine Months Ended |
|
|||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation of property, plant, and equipment |
|
|
|
|
|
|
||
Non-cash operating lease expense |
|
|
|
|
|
|
||
Impairment of fixed assets and operating lease right-of-use assets |
|
|
|
|
|
— |
|
|
Accretion/Amortization of investments available for sale |
|
|
( |
) |
|
|
( |
) |
Deferred income taxes |
|
|
( |
) |
|
|
|
|
Change in net pension liability |
|
|
|
|
|
( |
) |
|
Loss on disposal of property and equipment |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Change in asset retirement obligation |
|
|
— |
|
|
|
|
|
Provision for sales returns and credit losses |
|
|
|
|
|
|
||
Inventory provision |
|
|
|
|
|
|
||
Changes in working capital: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepayments, deposits, and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Other current and non-current liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisition of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of investments available for sale |
|
|
( |
) |
|
|
( |
) |
Proceeds from maturity of investments available for sale |
|
|
|
|
|
|
||
Proceeds from sale of investments available for sale |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
— |
|
Repurchase of employee common stock for taxes withheld |
|
|
( |
) |
|
|
( |
) |
Proceeds from the exercise of stock options |
|
|
|
|
|
|
||
Proceeds from vested restricted and performance stock units |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, at beginning of the year |
|
|
|
|
|
|
||
Cash and cash equivalents, at end of the period |
|
$ |
|
|
$ |
|
||
See accompanying notes to the condensed consolidated financial statements.
6
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Basis of Presentation and Significant Accounting Policies
STAAR Surgical Company, a Delaware corporation, was first incorporated in 1982, and together with its subsidiaries designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye.
The Condensed Consolidated Financial Statements for the three and nine months ended September 26, 2025 and September 27, 2024, 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 and nine months ended September 26, 2025 and September 27, 2024, 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.
Proposed Merger with Alcon
On August 4, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon (“Merger Sub”).
The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Alcon.
The Board of Directors has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby and (c) resolved to recommend that the Company’s stockholders adopt the Merger Agreement.
On September 24, 2025, Broadwood Partners, L.P. and certain of its affiliates (collectively, the “Broadwood Group”) filed a definitive proxy statement with the SEC to solicit votes of STAAR stockholders in opposition to the Board’s recommendation that stockholders should vote to adopt the Merger Agreement.
The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special meeting of stockholders (the “Special Meeting”). The Special Meeting was originally scheduled for October 23 2025, but was adjourned and later postponed to December 3, 2025. See Note 16 for further details.
Under the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) will be cancelled and converted into the right to receive $
7
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)
Proposed Merger with Alcon (Continued)
The respective obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including: (1) the adoption of the Merger Agreement by the Company’s stockholders; (2) the absence of any law or order prohibiting consummation of the Merger in specified jurisdictions in which the Company, Alcon or their respective subsidiaries have business operations; (3) certain specified regulatory approvals; (4) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; and (5) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement. In addition, Alcon’s and Merger Sub’s obligation to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a condition that there has not occurred a material adverse effect on the Company since the date of the Merger Agreement that is continuing. The availability of financing is not a condition to the consummation of the Merger.
If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Alcon a termination fee of up to $
Reclassifications
The Company reclassified certain personnel costs including salary-related and payroll tax expenses, bonus and stock-based compensation related expenses and travel related expenses previously included in research and development to sales and marketing. These costs support internal and external training and education of the Company’s existing products, and as such, the Company determined that classification of these costs in sales and marketing better reflects the nature of the costs and financial performance of the Company as it operates.
|
|
Three Months Ended September 27, 2024 |
|
|
Nine Months Ended September 27, 2024 |
|
||||||||||||||||||
|
|
Prior Presentation |
|
|
Reclassification |
|
|
New Presentation |
|
|
Prior Presentation |
|
|
Reclassification |
|
|
New Presentation |
|
||||||
Sales and marketing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Research and development |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
The reclassification adjustments did not have a material impact on previously recorded amounts and had no impact on the Company’s Total selling, general and administrative expenses, Operating income (loss), Net income (loss) or Net earnings (loss) per share. The Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders’ Equity and Cash Flows were not affected by changes in the presentation of these costs.
Additionally, non-cash lease expense is now presented on its own line in the Company’s Condensed Consolidated Statements of Cash Flows instead of combined with the changes in other current and non-current liabilities as follows (in thousands):
|
|
Nine Months Ended September 27, 2024 |
|
|||||||||
|
|
Prior Presentation |
|
|
Reclassification |
|
|
New Presentation |
|
|||
Non-cash operating lease expense |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Other current and non-current liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities presented in the Condensed Consolidated Statements of Cash Flows was not affected by this change in presentation.
8
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)
Merger Transaction and Related Costs
In connection with the proposed merger with Alcon, the Company incurred professional service expenses of $5,926,000 during the three months ended September 26, 2025, which are included in Merger transaction and related costs on the Condensed Consolidated Statements of Operations. The Company expects to continue to incur professional service expenses until the Merger is finalized.
Restructuring, Impairment and Related Charges
In the first half of 2025, the Company took a number of steps to change its leadership team, realign its leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth. As part of this leadership realignment and related efforts, during the three and nine months ended September 26, 2025, the Company recognized costs related to severance and reduction in workforce of $
Vendor Concentration
There was one vendor that accounted for over
Segment Reporting
The Company’s chief operating decision maker (“CODM”) has been identified as the . The Company’s CODM manages and allocates resources to the operations of the Company on a consolidated basis.
The measure of segment assets is reported on the balance sheet as total consolidated assets and the expenditures for additions to long-lived assets, and depreciation and amortization expense is consistent with those presented on the Condensed Statement of Cash Flows.
See “Note 14 – Disaggregation of Revenues, Geographic Sales and Product Sales” and “Note 15 – Geographic Assets” for specific information regarding the Company’s sales and long-lived assets.
9
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” ASU 2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 requires footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas-production activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will adopt the annual disclosure requirements of ASU 2024-03 at the beginning of fiscal year 2026 and will adopt the interim disclosure requirement beginning fiscal year 2027. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA introduces changes in U.S. tax law, with certain provisions applicable to the Company beginning in 2025. These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks. The Company has incorporated OBBBA into the income tax provision as of September 26, 2025 resulting in an immaterial impact to the effective tax rate. The Company continues to evaluate the impact the new legislation will have on its Condensed Consolidated Financial Statements.
10
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 2 — Investments Available for Sale
Investments available for sale (“AFS”) and the related fair value measurement consisted of the following (dollars in thousands):
|
|
September 26, 2025 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|||||||||
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
||||||
Commercial paper |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total investments AFS |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
December 27, 2024 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|||||||||
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
||||||
Commercial paper |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
Total investments AFS |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The Company obtains the fair value from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers and other industry and economic events.
The Company assessed each debt security in a gross unrealized loss position to determine whether the decline in fair value below amortized cost was a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the debt security, the Company’s intent to sell and whether it is more-likely-than-not that the Company will not be required to sell the debt security before the recovery of the amortized cost basis. There has been
The following table shows the fair value of investments AFS by contractual maturity (dollars in thousands):
|
|
As of September 26, 2025 |
|
||||||||||
|
|
Within one year |
|
|
After one year through five years |
|
|
|
Total |
|
|||
Commercial paper |
|
$ |
|
|
$ |
— |
|
|
|
$ |
|
||
Certificates of deposit |
|
|
|
|
|
— |
|
|
|
|
|
||
Corporate debt securities |
|
|
|
|
|
— |
|
|
|
|
|
||
Total investments AFS |
|
$ |
|
|
$ |
— |
|
|
|
$ |
|
||
11
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 2 — Investments Available for Sale (Continued)
During the nine months ended September 26, 2025, several of the Company’s investments AFS with an aggregate fair value of $
Note 3 — 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):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
Raw materials and purchased parts |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods(1) |
|
|
|
|
|
|
||
Total inventories, gross |
|
|
|
|
|
|
||
Less inventory reserves |
|
|
( |
) |
|
|
( |
) |
Total inventories, net |
|
$ |
|
|
$ |
|
||
Note 4 — Prepayments, Deposits, and Other Current Assets
Prepayments, deposits, and other current assets consisted of the following (in thousands):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
Prepayments and deposits |
|
$ |
|
|
$ |
|
||
Prepaid rent |
|
|
|
|
|
|
||
Prepaid insurance |
|
|
|
|
|
|
||
Value added tax (VAT) receivable |
|
|
|
|
|
|
||
Other(1) |
|
|
|
|
|
|
||
Total prepayments, deposits and other current assets |
|
$ |
|
|
$ |
|
||
Note 5 — Property, Plant and Equipment
Property, plant and equipment, net consisted of the following (in thousands):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
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 |
|
$ |
|
|
$ |
|
||
12
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 5 — Property, Plant and Equipment (Continued)
As discussed in Note 1, during the nine months ended September 26, 2025, the Company recognized fixed asset impairment expense of $
Construction in process primarily consists of the build out and validation of machinery and equipment.
The Company recorded depreciation expense in the following categories as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 6 — Cloud-Based Software
The Company capitalized cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems, which are recorded within Prepayments, deposits and other current assets or Other assets on the Condensed Consolidated Balance Sheets, depending upon the short- or long-term nature of such costs. Assets are expected to be placed into service throughout 2025 and 2026.
Capitalized cloud-based software costs, net consisted of the following (in thousands):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
Capitalized cloud-based software |
|
$ |
|
|
$ |
|
||
Less accumulated amortization |
|
|
( |
) |
|
|
— |
|
Total capitalized cloud-based software, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Capitalized cloud-based software included in prepayments, deposits and other current assets |
|
$ |
|
|
$ |
— |
|
|
Capitalized cloud-based software included in other assets |
|
$ |
|
|
$ |
|
||
Activity related to cloud-based software was as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Additions to cloud-based software |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of cloud-based software |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
13
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 7 — Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
Accrued salaries and wages |
|
$ |
|
|
$ |
|
||
Accrued bonuses |
|
|
|
|
|
|
||
Severance payable(1) |
|
|
|
|
|
|
||
Accrued insurance |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Marketing obligations |
|
|
|
|
|
|
||
Other(2) |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
Note 8 — Operating Leases
The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers. These operating leases are to
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
||
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 |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Current operating lease obligations |
|
$ |
|
|
$ |
|
||
Long-term operating lease obligations |
|
|
|
|
|
|
||
Total operating lease liability |
|
$ |
|
|
$ |
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
As discussed in Note 1, during the nine months ended September 26, 2025, the Company recognized impairment on real property right-of-use assets of $
14
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 8 — Operating Leases (Continued)
Supplemental cash flow information related to operating leases was as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
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 Maturities of Lease Liabilities
Estimated future maturities of lease liabilities under operating and finance leases having initial or remaining non-cancelable lease terms more than one year as of September 26, 2025 is as follows (in thousands):
.
As of September 26, 2025 |
|
Operating Leases |
|
|
September 2026 |
|
$ |
|
|
September 2027 |
|
|
|
|
September 2028 |
|
|
|
|
September 2029 |
|
|
|
|
September 2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
|
|
|
Less amounts representing interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
|
Note 9 — Income Taxes
The Company recorded an income tax provision as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The effective tax rates for the three months ended September 26, 2025 and September 27, 2024 were
15
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Service cost(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets(2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Prior service credit(2),(3) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Settlement gain(2),(3) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Actuarial loss recognized in current period(2),(3) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net periodic pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Employer contribution |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 11 — Stockholders’ Equity
Incentive Plan
The Company maintains an Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Equity Plan”). The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions. As of September 26, 2025, the Company had outstanding grants of stock options, RSUs and PSUs.
Stock options granted under the Equity Plan are granted at fair market value on the date of grant, become exercisable generally over a
16
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 11 — Stockholders’ Equity (Continued)
Stock-Based Compensation
The cost that has been charged against income for stock-based compensation is set forth below (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Employee stock options |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nonemployee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nonemployee RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company recorded stock-based compensation costs in the following categories (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts capitalized as part of inventory |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense, gross |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 26, 2025, total unrecognized compensation cost related to non-vested stock-based compensation arrangements were as follows (in thousands):
|
|
September 26, 2025 |
|
|
Stock options |
|
$ |
|
|
RSUs and PSUs |
|
|
|
|
Total unrecognized stock-based compensation cost |
|
$ |
|
|
The cost is expected to be recognized over a weighted-average period of approximately .
Assumptions
The fair value of each stock 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 stock options granted is derived from the historical exercises and post-vesting cancellations and represents the period of time that stock options granted are expected to be outstanding. The Company has calculated a
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Expected dividend yield |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected term (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
17
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 11 — Stockholders’ Equity (Continued)
Stock Options
A summary of stock option activity under the Equity Plan for the nine months ended September 26, 2025 is presented below:
|
|
Stock |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding at December 27, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 26, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 26, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Restricted Stock, Restricted Stock Units and Performance Stock Units
A summary of restricted stock, RSU and PSU activity under the Equity Plan for the nine months ended September 26, 2025 is presented below (shares in thousands):
|
|
Restricted |
|
|
RSUs |
|
|
PSUs |
|
|||
Unvested at December 27, 2024 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Vested |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Forfeited or expired |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Unvested at September 26, 2025 |
|
|
|
|
|
|
|
|
|
|||
Share Repurchase Program
In May 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $
Repurchased shares are held in treasury stock. Treasury stock purchases are accounted for under the cost method whereby the cost of the acquired stock is recorded as treasury stock.
18
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 12 — Commitments and Contingencies
Employment Agreements
The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective February 26, 2025. He 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.
Litigation and Claims
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. These legal proceedings and other matters may relate to, among other things, contractual rights and obligations, employment matters, claims of product liability, or claims relating to the Merger and related disclosures. The Company maintains insurance coverage for various matters, including product liability and certain securities claims. While the Company does not believe that any of the claims known is likely to have a material adverse effect on the Company’s financial condition or results of operations, new claims or unexpected results of existing claims could lead to significant financial harm.
Note 13 — Basic and Diluted Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands except per share amounts):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for basic calculation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average effects of potentially diluted common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for diluted calculation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Because the Company had a net loss for the nine months ended September 26, 2025, 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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock, RSUs and PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
19
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 14 — Disaggregation of Sales, Geographic Sales and Product Sales
The Company maintains finished goods inventory at different sites in the United States, Switzerland and Japan, and from time to time, consigns or ships finished goods inventory to surgeons, hospitals, and distributors in advance of anticipated demand. The Company maintains title and risk of loss on consigned inventory and generally does not recognize revenue for consignment inventory until the Company is notified that the lenses have been implanted.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Non-consignment sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consignment sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
In April 2025, in order to mitigate potential financial exposure from tariffs imposed by China, the Company negotiated and implemented consignment agreements with its two distributors in China and delivered consigned inventory to its distributors. During the quarters ended June 27, 2025 and September 26, 2025, the Company delivered additional consigned inventory to its distributors in China. As consigned inventory in China is purchased by the Company’s distributors, revenue associated with such consigned inventory will be recorded as consignment sales. China consignment sales for the three and nine months ended September 26, 2025 were $
The Company markets and sells its products in over
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Domestic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
China |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total foreign sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
20
STAAR SURGICAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Note 14 — Disaggregation of Sales, Geographic Sales and Product Sales (Continued)
The Company’s China distributors accounted for an aggregate of
Note 15 — Geographic Assets
The Company’s long-lived assets are located in the following geographical locations in which the Company operates. Other than the U.S. and Switzerland, no other geographic location exceeds
|
|
September 26, 2025 |
|
|||||||||||||
|
|
U.S. |
|
|
Switzerland |
|
|
Other(1) |
|
|
Total |
|
||||
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease ROU assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 27, 2024 |
|
|||||||||||||
|
|
U.S. |
|
|
Switzerland |
|
|
Other(1) |
|
|
Total |
|
||||
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance lease ROU assets, net |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Operating lease ROU assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 16 — Subsequent Events
As discussed in Note 1, the respective obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions including, among other things, certain regulatory approvals and the adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting.
On September 29, 2025, in connection with the proposed Merger, the applicable waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
On October 23, 2025, the Company adjourned the Special Meeting to November 6, 2025, and on October 27, 2025, the Company announced that it had postponed the Special Meeting to December 3, 2025. The new record date for the Special Meeting is the close of business on October 24, 2025. Company stockholders who hold shares as of the record date will be eligible to vote at the postponed Special Meeting on December 3, 2025, and the Company has provided a notice of the meeting and other materials to such stockholders in advance of the meeting date. Such notice was included with the Company’s proxy supplement, filed with the SEC on October 30, 2025, to its definitive proxy statement on Schedule 14A that was filed with the SEC on September 16, 2025.
21
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 (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created therein. In some cases readers can recognize forward-looking statements by the use of words like “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “believe,” “will,” “should,” “could,” “forecast,” “potential,” “continue,” “ongoing” (or the negative of those words and similar words or expressions), although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the intent, belief or current expectations of the Company and its management regarding any of the following: demand for our implantable Collamer® lenses (“ICLs”); the benefits of our leadership realignment and related efforts; China macroeconomic conditions, procedure volumes, demand, and inventory levels; any projections of or guidance as to future earnings, revenue, sales, profit margins, expense rate, cash, effective tax rate, product mix, capital expense or any other financial items; 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; 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 business plans for 2025 and beyond; 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, we caution investors and prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors, which if they do not materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements and to note they speak only as of the date hereof. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, without limitation, those described in our Annual Report on Form 10-K in “Item 1A. Risk Factors” filed on February 21, 2025. We disclaim any intention or obligation to update or review these financial projections or forward-looking statements due to new information or other events except as required by law.
The following discussion should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements, including the related notes, provided in this report.
We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
Overview
STAAR Surgical Company designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. We are the leading manufacturer of phakic implantable lenses used worldwide in corrective or “refractive” surgery. We have been dedicated solely to ophthalmic surgery for over 40 years. 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 generate worldwide revenue almost exclusively from sales of our implantable Collamer® lenses, or “ICLs.” Our ICLs are made from Collamer, which is a proprietary collagen copolymer material created and exclusively used by STAAR to make our lenses soft, flexible and biocompatible with the eye. Our ICLs are phakic lenses, meaning that they are implanted into the eye without removing the eye’s natural crystalline lens. This distinguishes an ICL procedure from other refractive procedures, as it does not involve the removal of corneal eye tissue. All of our ICLs are foldable, which allows the surgeon to insert them into the eye through a small incision during minimally invasive surgery. Further, while ICLs are intended to be permanent, our ICLs are reversible lens implants, meaning they can be removed by a doctor if desired.
STAAR employs a commercialization strategy that strives for sustainable profitable growth. Our growth strategy includes making our complete ICL product line available in our existing geographic markets and expanding into attractive markets where we do not sell our products today. In addition, we are focused on driving awareness of the ICL procedure and the clinical benefits of our ICLs, and providing surgeon training, support and education, particularly in our newer markets.
22
Proposed Merger with Alcon
On August 4, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with STAAR surviving the Merger as a wholly owned subsidiary of Alcon. The respective obligations of STAAR, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, as further discussed in Notes 1 and 16 to the Condensed Consolidated Financial Statements included in this Quarterly Report.
Business Environment and Factors Affecting Comparability
For the nine months ended September 26, 2025, we reported $181.6 million of net sales, a decrease of 31% compared to $265.0 million of net sales for the nine months ended September 27, 2024. This significant decrease is primarily due to dynamics within our business in China. Net sales to our two distributors in China were $60.3 million for the nine months ended September 26, 2025, compared to net sales of $154.5 million for the nine months ended September 27, 2024. During the nine months ended September 26, 2025, our distributors in China purchased fewer ICLs, as they were able to satisfy procedural demand largely from their existing inventory. Our distributors in China have historically purchased products from us in bulk shipments in advance of anticipated demand, which they use to satisfy orders from hospital customers based on scheduled surgeries. During fiscal 2024, our distributors in China purchased lenses above contracted minimums in anticipation of higher procedural volumes during what is typically a summer “high season” in China. Due to dynamic macroeconomic conditions and other factors, the number of ICL procedures performed during the high season and the second half of 2024 overall was lower than expected. Accordingly, our distributors in China held, as of December 27, 2024, elevated levels of ICL product inventory. The level of inventory owned by our distributors in China has decreased substantially since December 27, 2024, and has now returned to historical levels. However, as anticipated we reported minimal China ICL sales in the first half of fiscal 2025. Our ability to successfully address these challenges will depend on a number of factors, including the risk of a prolonged slowdown or disruption in China and the status of trade tariffs both globally and between the United States and China.
China net sales for the three months ended September 26, 2025, were $55.8 million, an increase of 6% compared to $52.5 million for the three months ended September 27, 2024. China net sales included $25.9 million related to the previously disclosed December 2024 ICL shipment that was subject to extended payment terms, and which was paid in full during the three months ended September 26, 2025 pursuant to such payment terms (the “December China Shipment”). As previously disclosed, we shipped $27.5 million of ICLs in December 2024 to one of our distributors in China for which the distributor requested extended payment terms through September 2025. Given the extended payment terms, net sales for the shipment were not recognized by us until payments were received. As the cost of sales associated with the December China Shipment was recognized in December 2024, the payments, when made, were recognized at 100% gross margin in the applicable quarter. We recognized $1.6 million related to this shipment in the three months ended June 27, 2025, and we recognized the remaining $25.9 million in the three months ended September 26, 2025, in each case upon receipt of corresponding payment. While the remaining $25.9 million related to the shipment was recognized in full during the three months ended September 26, 2025, the associated ICL procedures took place throughout 2025.
In April 2025, in response to the announcement of tariffs by the United States on Chinese goods, China announced retaliatory tariffs on U.S.-origin goods. In order to mitigate potential financial exposure from such tariffs, we negotiated and implemented consignment agreements with our two distributors in China, and we delivered consigned inventory to China in advance of the implementation of tariffs. During the quarters ended June 27, 2025 and September 26, 2025, we delivered additional consignment inventory to our distributors in China. While the tariff situation is evolving, we believe that these efforts to increase the amount of ICLs in China reduce the Company’s tariff risk in China in the near-term. In addition, we are rapidly ramping up our production capabilities in Switzerland to supplement our manufacturing capacity in the United States to provide optionality under multiple tariff scenarios.
Given that we now maintain consigned inventory in China, we believe that purchases by our distributors will largely be satisfied from our consigned inventory in-country in the near-term, rather than through bulk purchases. As a result, we expect our distributors will likely make more frequent purchases of ICLs in smaller quantities that are more closely aligned to actual procedural volumes as opposed to anticipated demand. We believe this will reduce the risk of elevated inventory buildup by our distributors, while at the same time maintaining sufficient ICL inventory in China to support quick and efficient delivery and fulfillment for surgical procedures.
23
Critical Accounting Estimates
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 materially differ from our estimates.
Management believes that there have been no significant changes during the nine months ended September 26, 2025 to the items that we disclosed as our critical accounting 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 December 27, 2024.
Results of Operations
The following table shows the percentage of our total sales represented by certain items reflected in our Condensed Consolidated Statements of Income for the periods indicated.
|
|
Percentage of Net Sales for |
|
|||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||||
Net sales(1) |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales(1) |
|
|
17.8 |
% |
|
|
22.7 |
% |
|
|
23.7 |
% |
|
|
21.5 |
% |
Gross profit(1) |
|
|
82.2 |
% |
|
|
77.3 |
% |
|
|
76.3 |
% |
|
|
78.5 |
% |
General and administrative |
|
|
21.9 |
% |
|
|
24.5 |
% |
|
|
36.4 |
% |
|
|
25.9 |
% |
Selling and marketing |
|
|
24.8 |
% |
|
|
32.6 |
% |
|
|
42.2 |
% |
|
|
33.4 |
% |
Research and development |
|
|
9.7 |
% |
|
|
13.8 |
% |
|
|
17.0 |
% |
|
|
13.4 |
% |
Merger transaction and related costs |
|
|
6.3 |
% |
|
|
0.0 |
% |
|
|
3.3 |
% |
|
|
0.0 |
% |
Restructuring, impairment and related charges |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
15.3 |
% |
|
|
0.0 |
% |
Total selling, general and administrative |
|
|
62.7 |
% |
|
|
70.9 |
% |
|
|
114.2 |
% |
|
|
72.7 |
% |
Operating income (loss) |
|
|
19.5 |
% |
|
|
6.4 |
% |
|
|
(37.9 |
)% |
|
|
5.8 |
% |
Total other income, net |
|
|
0.3 |
% |
|
|
8.5 |
% |
|
|
4.0 |
% |
|
|
2.2 |
% |
Income (loss) before income taxes |
|
|
19.8 |
% |
|
|
14.9 |
% |
|
|
(33.9 |
)% |
|
|
8.0 |
% |
Provision for income taxes |
|
|
10.5 |
% |
|
|
3.6 |
% |
|
|
0.3 |
% |
|
|
2.7 |
% |
Net income (loss) |
|
|
9.3 |
% |
|
|
11.3 |
% |
|
|
(34.2 |
)% |
|
|
5.3 |
% |
(1) For the three and nine months ended September 26, 2025, amounts include $25.9 million and $27.5 million, respectively, of net sales related to the December China Shipment. As the associated cost of sales was recognized upon shipment in December 2024, these amounts were recognized at 100% gross margin.
Net Sales
The following table presents our net sales (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Net sales |
|
$ |
94,732 |
|
|
$ |
88,590 |
|
|
|
6.9 |
% |
|
$ |
181,641 |
|
|
$ |
264,951 |
|
|
|
(31.4 |
)% |
Net sales for the three months ended September 26, 2025 increased 7% from the same period of 2024. Net sales for the three months ended September 26, 2025 included $25.9 million of sales related to the previously disclosed December China Shipment, which was paid in full during the three months ended September 26, 2025. The composition of our net sales is primarily related to ICL sales. ICL sales include normal recurring sales adjustments such as sales return allowances. The sales increase was driven by the Asia Pacific (“APAC”) region, which increased 6%, with ICL unit increase of 7%. The increase in
24
the APAC region was driven by sales growth in Korea, Japan and China, partially offset by decreased sales in other APAC distributors. The Europe, Middle East and Africa (“EMEA”) region sales increased 8% with ICL unit growth up 23%, due primarily to sales growth in our distributor markets, partially offset by decreased sales in our direct markets and changes in our sales return allowances. The Americas region sales increased 20% with ICL unit growth up 15%, due to sales growth in Canada and U.S. Changes in foreign currency favorably impacted net sales by $0.9 million.
Net sales for the nine months ended September 26, 2025 decreased 31% from the same period of 2024 primarily due to decreased China sales. Net sales for the nine months ended September 26, 2025 included $27.5 million of sales related to the previously disclosed December China Shipment, of which payment of $1.6 million was received during the three months ended June 27, 2025 and the remaining $25.9 million was paid in full during the three months ended September 26, 2025. The sales decrease was driven by the APAC region, which decreased 42%, with ICL unit decrease of 43%. The decrease in the APAC region was driven by decreased sales in China, partially offset by sales growth in India, Korea and Japan. The EMEA region sales increased 12% with ICL unit growth up 14%, due primarily to sales growth in our distributor and direct markets. The Americas region sales increased 13% with ICL unit growth up 9%, due to sales growth in Canada, Latin America distributor markets and U.S. Changes in foreign currency favorably impacted net sales by $1.3 million.
Gross Profit
The following table presents our gross profit and gross profit margin (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Gross profit |
|
$ |
77,875 |
|
|
$ |
68,487 |
|
|
|
13.7 |
% |
|
$ |
138,679 |
|
|
$ |
207,934 |
|
|
|
(33.3 |
)% |
Gross margin |
|
|
82.2 |
% |
|
|
77.3 |
% |
|
|
|
|
|
76.3 |
% |
|
|
78.5 |
% |
|
|
|
||
Gross profit for the three months ended September 26, 2025 increased 13.7% from the same period of 2024. Gross profit margin increased to 82.2% of sales for the three months ended September 26, 2025 compared to 77.3% of sales for the three months ended September 27, 2024 due primarily to timing of the recognition of the cost of sales associated with the December China Shipment. The cost of sales for the December China Shipment was recognized in December 2024 when product was shipped, and the net sales of $25.9 million was recognized upon payment in September 2025 at 100% gross margin. The increase in gross margin also reflected decreased period costs as a result of our cost reductions implemented in the quarter ended March 28, 2025.
Gross profit for the nine months ended September 26, 2025 decreased 33.3% from the same period of 2024. Gross profit margin decreased to 76.3% for the nine months ended September 26, 2025 compared to 78.5% for the nine months ended September 27, 2024 due primarily to higher manufacturing costs per unit due to lower production volume and increased excess and obsolete inventory reserves, partially offset by decreased period costs as a result of our cost reductions implemented in the quarter ended March 28, 2025 and timing of the recognition of cost of sales associated with the December China Shipment.
General and Administrative Expense
The following table presents our general and administrative expenses (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
General and administrative expense |
|
$ |
20,763 |
|
|
$ |
21,685 |
|
|
|
(4.3 |
)% |
|
$ |
66,190 |
|
|
$ |
68,554 |
|
|
|
(3.4 |
)% |
Percentage of sales |
|
|
21.9 |
% |
|
|
24.5 |
% |
|
|
|
|
|
36.4 |
% |
|
|
25.9 |
% |
|
|
|
||
General and administrative expenses for the three months ended September 26, 2025 decreased 4.3% from the same period of 2024 due to decreased outside services and facilities costs, partially offset by increased stock-based compensation and bonus expenses. General and administrative expenses for the nine months ended September 26, 2025 decreased 3.4% from the same period of 2024 due to decreased outside services, partially offset by increased bonus and stock-based compensation expenses, salary-related and payroll tax expenses and facilities related costs.
25
Selling and Marketing Expense
The following table presents our selling and marketing expenses (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Selling and marketing expense |
|
$ |
23,461 |
|
|
$ |
28,872 |
|
|
|
(18.7 |
)% |
|
$ |
76,689 |
|
|
$ |
88,535 |
|
|
|
(13.4 |
)% |
Percentage of sales |
|
|
24.8 |
% |
|
|
32.6 |
% |
|
|
|
|
|
42.2 |
% |
|
|
33.4 |
% |
|
|
|
||
Selling and marketing expenses for the three months ended September 26, 2025 decreased 18.7% from the same period of 2024 due to decreased advertising and promotional activities and as a result of costs and charges in the prior year period associated with the opening of our new experience center, partially offset by increased bonus and stock-based compensation expenses. Selling and marketing expenses for the nine months ended September 26, 2025 decreased 13.4% from the same period of 2024 due to decreased advertising and promotional activities and as a result of higher costs and charges in the prior year period associated with the opening of our new experience center and travel related expenses, partially offset by increased bonus and stock-based compensation expenses and salary-related and payroll tax expenses.
Research and Development Expense
The following table presents our research and development expenses (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Research and development expense |
|
$ |
9,209 |
|
|
$ |
12,248 |
|
|
|
(24.8 |
)% |
|
$ |
30,811 |
|
|
$ |
35,546 |
|
|
|
(13.3 |
)% |
Percentage of sales |
|
|
9.7 |
% |
|
|
13.8 |
% |
|
|
|
|
|
17.0 |
% |
|
|
13.4 |
% |
|
|
|
||
Research and development expenses for the three months ended September 26, 2025 decreased 24.8% from the same period of 2024 primarily as a result of purchases of in-process research and development in the prior year period related to external AI tools for measurement and lens size selection and decreased salary-related and payroll tax expenses. Research and development expenses for the nine months ended September 26, 2025 decreased 13.3% from the same period of 2024 primary as a result of purchases of in-process research and development in the prior year period related to external AI tools for measurement and lens size selection, decreased clinical expenses associated with U.S. post-approval clinical activities and outside services.
Merger Transaction and Related Costs
The following table presents professional service expenses we incurred in connection with our merger with Alcon (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Merger transaction and related costs |
|
$ |
5,926 |
|
|
$ |
— |
|
|
|
— |
* |
|
$ |
5,926 |
|
|
$ |
— |
|
|
|
— |
* |
Percentage of sales |
|
|
6.3 |
% |
|
|
0.0 |
% |
|
|
|
|
|
3.3 |
% |
|
|
0.0 |
% |
|
|
|
||
* Denotes change is greater than +100%.
Restructuring, Impairment and Related Charges
The following table presents our restructuring, impairment and related charges (dollars in thousands):
26
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Restructuring, impairment and related charges |
|
$ |
26 |
|
|
$ |
— |
|
|
|
— |
* |
|
$ |
27,938 |
|
|
$ |
— |
|
|
|
— |
* |
Percentage of sales |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
15.3 |
% |
|
|
0.0 |
% |
|
|
|
||
* Denotes change is greater than +100%.
In the first half of 2025, we took a number of steps to change our leadership team, realign our leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth. As part of this leadership realignment and related efforts, during the three and nine months ended September 26, 2025, we recognized costs related to severance and reduction in workforce of $18,000 and $12,471,000, respectively; consulting expenses of $8,000 and $874,000, respectively; impairment expenses on leasehold improvements and machinery and equipment of $0 and $7,759,000, respectively, as we will no longer be using these assets; and impairment on real property right-of-use assets of $0 and $4,083,000, respectively, as we are actively pursuing subleasing opportunities for two of our leased properties. In addition, we also recognized impairment of $0 and $2,751,000 during the three and nine months ended September 26, 2025, respectively, for internally developed software that we will no longer be using as we will transition to a cloud-based software solution. The restructuring effort was substantially completed as of June 27, 2025.
Other Income, Net
The following table presents our other income, net (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Other income, net |
|
$ |
300 |
|
|
$ |
7,477 |
|
|
|
(96.0 |
)% |
|
$ |
7,264 |
|
|
$ |
5,983 |
|
|
|
21.4 |
% |
Percentage of sales |
|
|
0.3 |
% |
|
|
8.5 |
% |
|
|
|
|
|
4.0 |
% |
|
|
2.2 |
% |
|
|
|
||
Other income, net decreased for the three months ended September 26, 2025 due to foreign exchange losses and decreased interest income. Other income, net increased for the nine months ended September 26, 2025 due to foreign exchange gains, partially offset by decreased interest income.
Income Taxes
The following table presents our income tax provision (dollars in thousands):
|
|
Three Months Ended |
|
|
Percentage |
|
|
Nine Months Ended |
|
|
Percentage |
|
||||||||||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
|
2025 vs. 2024 |
|
||||||
Income tax provision |
|
$ |
9,906 |
|
|
$ |
3,179 |
|
|
|
— |
* |
|
$ |
528 |
|
|
$ |
7,262 |
|
|
|
(92.7 |
)% |
* Denotes change is greater than +100%.
The income tax provision increased during the three months ended September 26, 2025 due to the reversal of income tax benefits recorded during the six months ended June 27, 2025, as a result of the recognition of the $25.9 million December China Shipment. The income tax provision decreased during the nine months ended September 26, 2025 due to losses before taxes recognized during the nine months ended September 26, 2025, compared to the nine months ended September 27, 2024.
The effective tax rates for the three months ended September 26, 2025 and September 27, 2024 were 52.7% and 24.2%, respectively. The effective tax rates for the nine months ended September 26, 2025 and September 27, 2024 were (0.9)% and 34.1%, respectively. Our effective tax rates differ from the U.S. federal statutory rate of 21%, primarily due to the income tax expense generated in foreign jurisdictions.
Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.
27
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents, investments available for sale (“AFS”) and cash flow from operating activities. We believe these sources of liquidity 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. We expect that cash flow from operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, working capital needs, capital expenditures, and capital deployment decisions. In addition, future capital requirements will depend on many factors including our growth rate in net sales, the timing and extent of spending to support our growth strategy, the expansion of selling and marketing activities, the timing of introductions of new products, as well as global macroeconomic factors. If our anticipated future cash flow from operating activities is insufficient to satisfy our future capital requirements in the long-term, we may need to seek additional capital. Our financial condition at September 26, 2025 and December 27, 2024 included the following (in thousands):
|
|
September 26, 2025 |
|
|
December 27, 2024 |
|
|
2025 vs. 2024 |
|
|||
Cash and cash equivalents |
|
$ |
176,155 |
|
|
$ |
144,159 |
|
|
$ |
31,996 |
|
Investments available for sale |
|
|
16,505 |
|
|
|
86,335 |
|
|
|
(69,830 |
) |
Total |
|
$ |
192,660 |
|
|
$ |
230,494 |
|
|
$ |
(37,834 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Current assets |
|
$ |
321,209 |
|
|
$ |
367,940 |
|
|
$ |
(46,731 |
) |
Current liabilities |
|
|
61,637 |
|
|
|
70,306 |
|
|
|
(8,669 |
) |
Working capital |
|
$ |
259,572 |
|
|
$ |
297,634 |
|
|
$ |
(38,062 |
) |
Cash and cash equivalents include cash and balances in deposits and money market accounts held at banks and financial institutions. Our investment policy’s primary objective is capital preservation while maximizing our return on investment. Investments available for sale may include U.S. government and corporate debt securities, commercial paper, certain certificates of deposit and related security types, that are rated by two nationally recognized statistical rating organizations with minimum investment grade ratings of AAA to A-/A-1+ to A-2, or the equivalent. The maturity of individual investments may not extend 24 months from the date of purchase. There are also limits to the amount of credit exposure in any given security type. We do not have any off-balance sheet arrangements.
A summary of cash flows for the nine months ended September 26, 2025 and September 27, 2024 was as follows (in thousands):
|
|
Nine Months Ended |
|
|||||
|
|
September 26, 2025 |
|
|
September 27, 2024 |
|
||
Cash flows from: |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(30,316 |
) |
|
$ |
15,083 |
|
Investing activities |
|
|
65,754 |
|
|
|
(39,722 |
) |
Financing activities |
|
|
(4,505 |
) |
|
|
5,834 |
|
Effect of exchange rate changes |
|
|
1,063 |
|
|
|
(230 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
31,996 |
|
|
|
(19,035 |
) |
Cash and cash equivalents, at beginning of year |
|
|
144,159 |
|
|
|
183,038 |
|
Cash and cash equivalents, at end of period |
|
$ |
176,155 |
|
|
$ |
164,003 |
|
For the nine months ended September 26, 2025 net cash used in operating activities consisted of $62.1 million net loss and $17.3 million in working-capital changes primarily related to changes in inventories, current liabilities, capitalization of cloud-based software and changes in accounts receivable; partially offset by $49.1 million in non-cash items primarily related to stock-based compensation expenses and impairment on fixed assets. For the nine months ended September 27, 2024 net cash provided by operating activities consisted of $34.6 million in non-cash items primarily related to stock-based compensation expenses and net income of $14.0 million, partially offset by $33.6 million in working-capital changes primarily related to the capitalization of cloud-based software and changes in accounts receivable.
For the nine months ended September 26, 2025, net cash provided by investment activities was $65.8 million which consisted of $93.0 million in proceeds from the maturities of investments AFS, partially offset by $26.5 million of purchases of investments AFS. During the first half of 2025, upon maturity of investments AFS, funds were placed into money market accounts to serve as liquidity for operations, and during the three months ended September 26, 2025, we began to purchase investments. For the nine months ended September 27, 2024, net cash used in investment activities was $39.7 million which
28
consisted of $61.2 million in purchases of investments AFS and $17.7 million in purchases of property, plant and equipment, partially offset by $38.3 million of proceeds from the maturity of investments AFS.
For the nine months ended September 26, 2025 net cash used in financing activities was $4.5 million which primarily consisted of $6.5 million of repurchases of common stock pursuant to our share repurchase program and $1.4 million to repurchase employee common stock for taxes withheld, partially offset by $3.4 million of proceeds from the exercise of stock options. For the nine months ended September 27, 2024, net cash provided by financing activities was $5.8 million which consisted of $7.4 million of proceeds from the exercise of stock options, partially offset by $1.4 million to repurchase employee common stock for taxes withheld.
Commitments
Employment Agreements
The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective February 26, 2025. He 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the nine months ended September 26, 2025, 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 December 27, 2024.
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 September 26, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
29
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. These legal proceedings and other matters may relate to, among other things, contractual rights and obligations, employment matters, or claims of product liability. The Company maintains insurance coverage for various matters, including product liability and certain securities claims. While the Company does not believe that any of the claims known is likely to have a material adverse effect on the Company’s financial condition or results of operations, new claims or unexpected results of existing claims could lead to significant financial harm.
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 December 27, 2024. Such risks and uncertainties could materially adversely affect our business, financial condition or operating results. The following risk factors represent new risks that have emerged since the filing of the Company’s Form 10-K for the fiscal year ended December 27, 2024.
The announcement and pendency of our proposed acquisition by Alcon could adversely impact our business, financial condition, and results of operations.
On August 4, 2025, we entered into the Merger Agreement. Uncertainty about the effect of the Merger on our employees, customers, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the Merger is completed. These risks to our business include the following, all of which could be exacerbated by a delay in the completion of the Merger:
The completion of the Merger is subject to certain closing conditions, including stockholder approval and certain regulatory conditions, which may not be satisfied on a timely basis or at all, and the failure to consummate the Merger within the expected timeframe or at all could adversely impact our business, financial condition, and results of operations.
The obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including the adoption of the Merger Agreement by holders of a majority of the Company’s outstanding shares of common stock. Ownership of our common stock is currently concentrated among a few investors, and our largest investor, the Broadwood Group, reported beneficial ownership as of October 24, 2025 of approximately 27.4% of our outstanding shares of common stock. On September 2, 2025, Broadwood filed a Schedule 13D/A and issued a related press release indicating, among other things, that it intends to vote against the adoption of the Merger Agreement. On September 24, 2025, Broadwood and other members of the Broadwood Group filed a definitive proxy statement with the SEC to solicit votes of STAAR stockholders in opposition to the adoption of the Merger Agreement by STAAR stockholders, and thereafter, the Broadwood Group announced its intent to request a separate special meeting of STAAR stockholders to remove several of the Company’s directors. If our largest investors do not vote their shares in support of the adoption of the Merger Agreement, our ability to satisfy this closing condition would be materially adversely affected. Further, the Company may be unable to obtain the votes required to approve the adoption of the Merger Agreement
30
by STAAR stockholders in the absence of any change to the terms of the Merger Agreement. The proxy contest resulting from the Broadwood Group filing will cause STAAR to incur additional solicitation and other costs, and may impair STAAR’s ability to obtain the votes required to approve the adoption of the Merger Agreement by STAAR’s stockholders.
In addition, the Merger remains subject to the receipt of certain antitrust approvals, including in China and Japan. While the applicable waiting period expired under the HSR Act, other governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of our or Alcon’s business following the Merger as a condition to approval or not grant approval at all.
Other conditions that must be satisfied or waived before one or more of the parties will be obligated to consummate the Merger are (1) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (2) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement, (3) the absence of any law or order prohibiting consummation of the Merger in specified jurisdictions in which the Company, Alcon or their respective subsidiaries have business operations; and (4) in the case of Alcon’s and Merger Sub’s obligation to consummate the Merger, a condition that there has not occurred a material adverse effect on the Company since the date of the Merger Agreement that is continuing.
We can provide no assurance that the closing conditions will be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our, Alcon’s or Merger Sub’s control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable).
The Merger Agreement also includes termination provisions for both the Company and Alcon. If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Alcon a termination fee of up to $43.4 million, and if the Merger Agreement is terminated under certain circumstances, including a failure to timely receive required regulatory approvals, Alcon may be required to pay the Company a termination fee equal to $72.4 million.
There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Alcon or its affiliates or that we will wholly or partially recover for any damages incurred by us in connection with the Merger. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our stockholders, customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties could continue or accelerate in the event of a failed transaction. In addition, if the Merger is not completed, and there are no other parties willing and able to acquire the Company at a price of $28.00 per share or higher, on terms acceptable to us, the share price of the common stock of the Company may decline to the extent that the current market price of the common stock reflects an assumption that the Merger will be completed.
Also, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. Some of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.
For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on August 5, 2025, and definitive proxy statement on Schedule 14A filed with the SEC on September 16, 2025, as previously supplemented by a proxy supplement filed with the SEC on October 14, 2025, and as further supplemented by a proxy supplement filed with the SEC on October 30, 2025. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Form 8-K filed on August 5, 2025.
Lawsuits may be filed against us or our directors or officers challenging the transactions contemplated by the Merger Agreement or the Merger, which could prevent or delay the completion of the Merger or result in the payment of damages.
Litigation relating to the Merger has been filed, and additional litigation relating to the Merger may be filed against us or our directors or officers. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.
If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger.
31
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the Company’s share repurchase activity for the three months ended September 26, 2025, on a monthly basis:
Period |
|
Total Number of Shares (or Units) Purchased |
|
|
Average Price Paid per Share (or Unit) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Number (or Approximate Dollar Value) of Shares that may yet to be Purchased Under the Plans or Programs (in thousands)(1) |
|
||||
June 28 - July 25, 2025 |
|
|
115,115 |
|
|
$ |
17.20 |
|
|
|
375,630 |
|
|
$ |
23,539 |
|
July 26 - August 22, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,539 |
|
August 23 - September 26, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,539 |
|
Total |
|
|
115,115 |
|
|
|
|
|
|
375,630 |
|
|
|
|
||
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended September 26, 2025, no director or officer
32
ITEM 6. EXHIBITS
Exhibit Number |
|
|
Description |
|
|
|
|
|
|
|
|
2.1 |
|
|
Agreement and Plan of Merger, dated as of August 4, 2025, by and among STAAR Surgical Company, Alcon Research, LLC and Rascasse Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Commission on August 5, 2025). |
|
|
|
|
3.1 |
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix 2 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 26, 2018). |
|
|
|
|
3.2 |
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on March 17, 2025). |
|
|
|
|
4.1 |
|
|
Form of Certificate for Common Stock, par value $0.01 per share (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). |
|
|
|
|
31.1 |
* |
|
|
|
|
|
|
31.2 |
* |
|
|
|
|
|
|
32.1 |
** |
|
|
|
|
|
|
101 |
* |
|
Financial statements from the quarterly report on Form 10-Q of STAAR Surgical Company for the quarter ended September 26, 2025 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. |
|
|
|
|
104 |
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2025, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101. |
|
|
|
|
* |
|
|
Filed herewith. |
|
|
|
|
** |
|
|
Certification furnished herewith solely to accompany this annual report pursuant to 18 U.S.C. Section 1350. Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference. |
33
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.
|
|
|
STAAR SURGICAL COMPANY |
||
|
|
|
|
|
|
Dated: |
|
November 5, 2025 |
By: |
|
/s/ DEBORAH ANDREWS |
|
|
|
|
|
Deborah Andrews |
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
(on behalf of the Registrant and as its principal financial officer) |
34