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STAAR SURGICAL CO

For the period ended Dec 27, 2024. Filed Feb 21, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 21, 2025

STAA$24.55-2.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

Note 1 — Organization and Description of Business and Accounting Policies

Organization and Description of Business

STAAR Surgical Company, a Delaware corporation, was first incorporated in 1982, and together with its subsidiaries (the “Company”) designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. The Company generates worldwide revenue almost exclusively from sales of its implantable Collamer lenses (“ICLs”), which are used in corrective or “refractive” surgery. Historically, the Company also manufactured and sold intraocular lenses (“IOLs”), for use in surgery to treat cataracts. As the Company has focused its business and strategy on its ICL product offerings, it has phased out its cataract IOL product line.

The Company markets and sells ICLs for refractive surgery to treat myopia (nearsightedness) as its “EVO” family of lenses. The Company’s EVO family of lenses includes its EVO ICL, EVO+ ICL, and EVO Visian ICL. The Company’s newest offering, EVOViva, has an extended depth of focus (EDoF) optic, which is designed to treat myopia with presbyopia (age-related loss of ability to focus). The Company also markets and sells an ICL lens to treat hyperopia (farsightedness), which is called Visian ICL. The Company makes its ICL product offerings available in multiple models, powers and lengths, including some with toric ICL (TICL) versions to correct for astigmatism (blurred vision). Not all of the Company’s products are currently available in all markets where it sells ICLs today.

As of December 27, 2024, the Company’s significant subsidiaries consisted of:

STAAR Surgical AG, a wholly owned subsidiary organized under the laws of Switzerland (“STAAR AG”)

STAAR Japan, Inc., a wholly owned subsidiary organized under the laws of Japan (“STAAR Japan”)

The Company operates asone operating segment, the ophthalmic surgical market, for financial reporting purposes (see Note 16).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of STAAR Surgical Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated.

Fiscal Year and Interim Reporting Periods

The Company’s fiscal year ends on the Friday nearest December 31 and each of the Company’s quarterly reporting periods generally consists of 13 weeks. Fiscal years 2024, 2023 and 2022 are based on a 52-week period.

Segment Reporting

The Company adopted Accounting Standards Update (“ASU”) 2023-07 as of the beginning of fiscal 2024. The Company operates in one reportable segment, ophthalmic surgical product segment, as all of the Company’s sales are generated from ophthalmic surgical products. The accounting policies for of the ophthalmic surgical product segment are the same as those described in Note 1 of the Consolidated Financial Statements.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and President. The CODM assesses performance for the ophthalmic surgical product segment by comparing actual results to forecasts and decides how to allocate resources, i.e., headcount and compensation, based on net income or on operating results, if a net loss, that is reported on the Consolidated Statements of Operations.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

See “Note 1 – Organization and Description of Business and Accounting Policies – Concentration of Credit Risk and Sales,” “Note 16 – Disaggregation of Revenues, Geographic Sales and Product Sales” and “Note 17 – Geographic Assets” for specific information regarding the Company’s sales and long-lived assets.

Foreign Currency

The functional currency of STAAR Japan is the Japanese yen. The functional currency of STAAR AG is the U.S. dollar.

Assets and liabilities of STAAR Japan are translated at rates of exchange in effect at the close of the period. Sales and expenses are translated at the weighted average of exchange rates in effect during the period. Net foreign translation gain (loss) was as follows (in thousands):

Years Ended
202420232022
Foreign currency translation loss(1)$(1,775)$(1,095)$(2,090)
Loss on foreign currency transactions(2)(3,675)(1,909)(1,707)

(1)Shown as a separate line item on the Consolidated Statements of Comprehensive Income (Loss).

(2)Shown as a separate line item on the Consolidated Statements of Operations.

Cash and Cash Equivalents

Cash and cash equivalents include cash and balances in deposits and money market accounts held at banks and financial institutions with original maturities of three months or less. Such balances generally exceed the federal insurance limits; however, the Company periodically assesses the financial condition of the institutions and believes that the risk of any loss is minimal. The book value of money market accounts approximates fair value and are classified as Level 1.

Use of Estimates

The consolidated financial statements have been prepared in conformity with GAAP and, as such, include amounts based on significant estimates and judgments of management with consideration given to materiality. Estimates used include determining valuation allowances for uncollectible trade receivables, sales returns reserves, obsolete and excess inventory reserves, deferred income taxes, and tax reserves, including valuation allowances for deferred tax assets, pension liabilities, evaluation of asset impairment, in determining the useful life of depreciable and definite-lived intangible assets, and in the variables and assumptions used to calculate and record stock-based compensation. Actual results could differ materially from those estimates.

Significant estimates used include determining valuation allowances for sales returns reserves, obsolete and excess inventory reserves, deferred income taxes, and tax reserves, including valuation allowances for deferred tax assets, pension liabilities, and in the variables and assumptions used to calculate and record stock-based compensation. Other estimates made by management not considered to be significant include determining valuation allowances for uncollectible trade receivables, evaluation of asset impairment, and in determining the useful life of depreciable and definite-lived intangible assets.

Revenue Recognition

The Company recognizes revenue when its contractual performance obligations with customers are satisfied and collectability is reasonably assured. The Company’s performance obligations are generally limited to single sales orders with product shipping to the customer within a month of receipt of the sales order. Substantially all of the Company’s revenues are recognized at a point-in-time when control of its products transfers to the customer, which is typically upon shipment (as discussed below). Payment for product sales is typically collected within a short period following transfer of control of product. The Company presents sales tax and similar taxes it collects from its customers on a net basis (excluded from revenues).

From time to time, the Company consigns or ships inventory to third parties outside the United States in advance of anticipated demand. While the Company does not recognize revenue on shipment of consigned inventory, the Company believes it can help address challenges and delays associated with importation and logistics. Further, the Company believes that increasing the amount of product in-country can mitigate potential impacts from geopolitical risk and tariff changes.

Revenue Recognition (Continued)

Historically, the Company marketed and sold cataract IOLs and related injectors and injector parts. The Company phased out sales of such products in fiscal 2023, and it did not sell any such products in fiscal 2024. Sales of such products involved sales by the Company of injector parts to an unrelated customer and supplier (collectively referred to as “supplier”) whereby these injector part sales were either made as a final sale to the supplier or, were sold to be combined with an acrylic cataract IOL by the supplier into finished goods inventory (a preloaded acrylic cataract IOL). These finished goods were then sold back to the Company at an agreed upon, contractual price. The Company made a profit margin on either type of sale with the supplier and each type of sale was made under separate purchase and sales orders between the two parties resulting in cash settlement for the orders sold or repurchased. For parts that were sold as a final sale, the Company recognized a sale, and those sales were classified as other product sales in total net sales. For the injector parts that were sold to be combined with an acrylic cataract IOL into finished goods, the Company recorded the transaction at its carrying value deferring any profit margin as contra-inventory, until the finished goods inventory was sold to an end-customer (not the supplier) at which point the Company recognized revenues.

For all sales, the Company is considered the principal in the transaction as the Company is the party providing specified goods it has control over prior to when control is transferred to the customer. Cost of sales includes cost of production, freight and distribution, and inventory provisions, net of any purchase discounts. Shipping and handling activities that occur after the customer obtains control of the goods are recognized as fulfillment costs.

The Company disaggregates its revenue into the following categories: non-consignment sales and consignment sales.

Non-consignment Sales – The Company recognizes revenue from non-consignment product sales at a point-in-time when control has been transferred, which is typically at shipping point, except for certain customers and for STAAR Japan, which is typically recognized when the customer receives the product. The Company doesnot have significant deferred revenues as of December 27, 2024, December 29, 2023 and December 30, 2022, as delivery to the customer is generally made within the same or the next day of shipment. In December 2024, the Company shipped a $27.5 million order of ICLs to one of its distributors in China. The distributor requested extended payment terms, and the Company agreed. Asthese payment terms were significantly longer than the terms included in the Company’s distributor agreement, management determined that collectability was not probable, and the Company didnot recognize the revenue associated with the shipment in the quarter ended December 27, 2024. However, as the shipment was received by the distributor, and control of the product passed to the distributor, the cost of the inventory was charged to cost of sales in the quarter ended December 27, 2024. Revenue for this order will not be recognized until payments are received from the distributor, at which point the collectability concern is alleviated.

Consignment Sales – The Company’s products are marketed to ophthalmic surgeons, hospitals, ambulatory surgery centers or vision centers, and distributors. ICLs may be offered to surgeons and hospitals on a consignment basis, and historically, cataract IOLs were also offered on a consignment basis. The Company maintains title and risk of loss on consigned inventory and recognizes revenue for consignment inventory at a point-in-time when the Company is notified that the lenses have been implanted, thus completing the performance obligation.

See Note 16 for additional information on disaggregation of revenues, geographic sales information and product sales.

Revenue Recognition (Continued)

The Company also enters into certain strategic cooperation agreements with customers in which, as consideration for certain commitments made by the customer, including minimum purchase commitments, the Company agrees, among other things, to share the expense for marketing, educational training and general support of the Company’s products. The provisions in these arrangements allow for these payments to be made directly to the customer or payments can be made directly to a third party for distinct marketing, educational training and general support services provided to or on behalf of the customer by the third party. For payments the Company makes to another party or reimburses the customer for distinct marketing and support services, the Company recognizes these payments as sales and marketing expense as incurred. These strategic cooperation agreements are generally for periods of 12 months or more with quarterly minimum purchase commitments. The Company recognizes sales and marketing expenses in the period in which it expects the customer will achieve its minimum purchase commitment, generally quarterly, and any unpaid amounts are recorded in other current liabilities on the Consolidated Balance Sheets, see Note 7. Reimbursements made directly to the customer for general marketing incentives are treated as a reduction in revenues. The Company’s performance obligations generally occur in the same quarter as the shipment of product. Sales and marketing expenses for distinct services were as follows (in thousands):

Years Ended
202420232022
Marketing and support services related to strategic cooperation agreements$3,342$1,891$1,662

Since the payments for distinct or non-distinct services occur within the quarter corresponding with the purchases made by the customer and the shipments made by the Company to that customer, there isno remaining performance obligation by the Company to the customer. Accordingly, there areno deferred revenues associated with these types of arrangements as of December 27, 2024, December 29, 2023 and December 30, 2022.

Allowance for Credit Losses

The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment history and credit worthiness, as determined by the Company’s review of its customers’ current credit information. The Company continuously monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts based upon an expected loss model which considers its historical experience, any specific customer collection issues that have been identified and other relevant observable data, including current economic conditions. Amounts determined to be uncollectible are written off against the allowance for credit losses.

Concentration of Credit Risk and Sales

Financial instruments that potentially subject the Company to credit risk principally consist of trade receivables. This risk is limited due to the large number of customers comprising the Company’s customer base, and their geographic dispersion. As of December 27, 2024 and December 29, 2023, the Company’s China distributors accounted for 58% and 70%, respectively, of the Company’s consolidated trade receivables. Ongoing credit evaluations of customers’ financial condition are performed and, generally, no collateral is required. The Company maintains reserves for potential credit losses and such losses, taken together, have not exceeded management’s expectations.

The Company’s China distributors accounted for 51%,58% and 52% of the Company’s consolidated net sales for the years ended 2024, 2023 and 2022, respectively.

Sales Return Reserve

The Company generally may permit returns of product if the product, upon issuance of a Return Goods Authorization, is returned within the time allowed by its return policies and records an allowance for estimated returns at the time revenue is recognized. The Company’s allowance for estimated returns is based on an expected loss model which considers historical and current/anticipated trends and experience, the impact of new product launches, the entry of a competitor, availability of timely and pertinent information and the various terms and arrangements offered, including sales with extended credit terms. For estimated returns, sales are reported net of estimated returns and cost of sales are reported net of estimated returns that can be resold. On the Consolidated Balance Sheets, the balances associated for estimated sales returns were as follows (in thousands):

20242023
Estimated returns - inventory(1)$853$818
Allowance for sales returns6,5796,174

(1)

Recognized in inventories, net on the Consolidated Balance Sheets

Investments Available for Sale

Investments available for sale (“AFS”) are investments in debt securities for which the Company does not have the positive intent and ability to hold to maturity. The Company’s investment policy primary objective is capital preservation while maximizing its return on investment. Investments 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. Investments AFS with maturities of twelve months or less, are classified as short-term, otherwise, they are classified as long-term. Accrued interest receivable is recognized in current investments AFS on the Consolidated Balance Sheets.

Investments AFS are measured at fair value and its unrealized gains and losses reported net of the allowance for credit losses and applicable income taxes, are recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The cost of investments AFS is adjusted for amortization of premiums and accretion of discounts to maturity. Interest earned, including amortization of premiums and accretion of discounts recognized, is included in interest income (expense) on the Consolidated Statements of Operations. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method.

The Company recognizes impairment of a debt security for which there has been a decline in fair value below amortized cost if management intends to sell the security, or it is more-likely-than-not that the Company will be required to sell the security before recovery of its amortized cost basis. Impairment related to credit losses is recognized in other income (expense) on the Consolidated Statements of Operations. Any portion of impairment not related to credit losses is recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The measurement of the credit loss component is equal to the difference between the debt security’s amortized cost basis and the present value of its expected future cash flows discounted at the security’s effective yield.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value.

The carrying values reflected on the Consolidated Balance Sheets for cash and cash equivalents, trade accounts receivable, net, prepayments, deposits and other current assets, accounts payable and other current liabilities approximate their fair values because of the short maturity of these instruments.

Inventories, Net

Inventories, net are valued at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventories include the costs of raw material, labor, and manufacturing overhead, work in process and finished goods. Inventories also include as a contra item, deferred margins for certain injector parts described under the revenue recognition policy. The Company provides estimated inventory allowances for excess, expiring, slow moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value to properly reflect inventory at the lower of cost or market.

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Depreciation on property, plant, and equipment is computed using the straight-line method over the estimated useful lives of the assets as noted below. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the related expected lease term. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred.

Also included in property, plant and equipment is construction in process. Construction in process includes the cost of design plans and build out of facilities and the cost of equipment, as well as the direct costs incurred in the testing and validation of machinery and equipment and facilities before they are ready for productive use. Upon placement in service, costs are reclassified into the appropriate asset category and depreciation commences.

The estimated useful lives of assets are as follows:

Machinery and equipment5-10 years
Computer equipment and software2-5 years
Furniture and equipment3-7 years
Leasehold improvementsThe shorter of the useful life of the asset or the expected term of the associated lease

Goodwill

Goodwill, which has an indefinite life, is not amortized but instead is tested for impairment on an annual basis or between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at the reporting unit level. Reporting units can be one level below the operating segment level and can be combined when reporting units within the same operating segment have similar economic characteristics. The Company has determined that its reporting units have similar economic characteristics, and therefore, can be combined into one reporting unit for the purposes of goodwill impairment testing. The Company performed its annual impairment test and determined that its goodwill was not impaired. As of December 27, 2024 and December 29, 2023, the carrying value of goodwill was $1,786,000.

Long-Lived Assets

The Company reviews property, plant, and equipment and intangible assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company measures recoverability of these assets by comparing the carrying value of such assets to the estimated undiscounted future cash flows the assets are expected to generate. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value. A review of long-lived assets was conducted as of December 27, 2024 and December 29, 2023 and no impairment was identified.

Amortization is computed on the straight-line basis, which is the Company’s best estimate of the economic benefits realized over the estimated useful lives of the assets which range from 3 to 20 years for patents, certain acquired rights and licenses,10 years for customer relationships, and 3 to 10 years for developed technology.

During 2023, the Company recognized impairment of $154,000 for the remaining unamortized Japan patent and licenses related to cataract IOLs. Amortization expense for intangible assets were as follows (in thousands):

Years Ended
202420232022
Amortization expense$—$13$28

Cloud-Based Software Implementation Costs

The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs. Certain costs incurred during the application development stage are capitalized and included within Prepayments, deposits and other current assets or Other assets on the Consolidated Balance Sheet, depending on the short- or long-term nature of such costs, in line with the Company’s policy on the accounting for prepaid software hosting arrangements. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement. Amortization is recognized as a component of selling, general, and administrative expenses, in the same line item as the expense for the associated hosting arrangement.

As of December 27, 2024 and December 29, 2023, the Company recognized $15,763,000 and $2,406,000, respectively, of net capitalized cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems, recorded within Other assets on the Consolidated Balance Sheets. As of December 27, 2024, these assets are not currently placed into service. These assets are expected to be placed into service throughout 2025. No amortization of capitalized cloud-based software implementation costs was recognized during the years ended 2024 and 2023.

Lease Accounting

The Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months on the Consolidated Balance Sheets. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations.

A contract contains a lease if the contract conveys the right to control an identified asset for a period of time in exchange for consideration. An asset is either explicitly identified or implicitly identified and must be physically distinct. In addition, the Company must have both the right to obtain substantially all of the economic benefits from use of the identified asset and has the right to direct the use of the identified asset.

Lease Accounting (Continued)

Certain leases may have non-lease components such as common area maintenance expense for building leases and maintenance expenses for automobile leases. In general, the Company separates common area maintenance expense component from the value of the ROU asset and lease liability when evaluating rental properties, whereas the Company includes the maintenance and service components in the value of the ROU asset and lease liability while evaluating automobile leases.

When determining whether a lease is a finance lease or operating lease, the Company uses (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset.

The Company uses either the rate implicit in the lease or its incremental borrowing rate as the discount rate in lease accounting. The Company also elected not to capitalize leases that have terms of twelve months or less.

The Company reviews ROU assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company measures recoverability of these assets by comparing the carrying value of such assets to the estimated undiscounted future cash flows the assets are expected to generate. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value.

Vendor Concentration

There was one vendor that accounted for over 10% of the Company’s consolidated accounts payable as of December 27, 2024. There were no vendors that accounted for over 10% of the Company’s consolidated accounts payable as of December 29, 2023.

Research and Development Costs

Expenditures for research activities relating to product development and improvement are charged to expense as incurred.

Advertising Costs

Advertising costs, which are included in selling and marketing expenses, are expensed as incurred, and were as follows (in thousands):

Years Ended
202420232022
Advertising costs$34,084$46,680$37,918

Income Taxes

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities, net operating loss and credit carryforwards, and uncertainty in income taxes, on a jurisdiction-by-jurisdiction basis. For each tax entity and tax jurisdiction, the Company presents deferred tax liabilities and assets, as well as any related valuation allowance, as a single non-current amount. The Company does not offset deferred tax liabilities and assets attributable to different tax entities or to different tax jurisdictions.

Income Taxes (Continued)

In evaluating the Company’s ability to recover the deferred tax assets within a jurisdiction from which they arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporates assumptions including overall current and projected business and industry conditions, projected sales growth, margins, costs and income by jurisdiction, the amount of future federal, state, and foreign pretax operating income, the reversal of temporary differences and the successful implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company uses to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company also considers three years of cumulative operating results. Valuation allowances, or reductions to deferred tax assets, are recognized if, based on the weight of all the available evidence, it is more likely than not that some portion or all the deferred tax asset may not be realized. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period of enactment.

The Company has made a policy election to apply the incremental cash tax savings approach when analyzing the impact Global Intangible Low Tax Income (“GILTI”) could have on its U.S. valuation allowance. As a result of future expected GILTI inclusions, and because of the 2017 Tax Cuts and Jobs Act’s ordering rules, U.S. companies may now expect to utilize tax attribute carryforwards (e.g., net operating losses and deferred tax assets) for which a valuation allowance has historically been recorded (this is referred to as the “tax law ordering approach”). However, due to the mechanics of the GILTI rules, companies that have a GILTI inclusion may realize a reduced (or no) cash tax savings from utilizing such tax attribute carryforwards (this view is referred to as the “incremental cash tax savings approach”).

The Company recognizes the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. The amount of tax benefit recorded, if any, is limited to the extent it is not greater than 50 percent likely to be realized upon settlement with the taxing authority (that has full knowledge of all relevant information). Accrued interest, if any, related to uncertain tax positions is included as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating income or loss.

Basic and Diluted Net Income (Loss) Per Share

The Company has only one class of common stock and no participating securities which would require the two-class method of calculating basic earnings per share. Basic per share information is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period, net of unvested stock-based awards. Diluted per share information is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period, adjusted for the effects of potentially dilutive securities using the treasury stock method. When the Company incurs a net loss, the number of diluted shares is equal to the number of basic shares. Potentially dilutive securities include the Company’s outstanding stock-based awards. As of December 27, 2024, the Company had outstanding grants of stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”). Stock options that are anti-dilutive, where their exercise price exceeds the average market price of the common stock, are not included in the treasury stock method calculation for diluted net income (loss) per share.

Employee Defined Benefit Plans

The Company maintains a passive pension plan (the “Swiss Plan”) covering employees of STAAR AG. The Swiss Plan conforms to the features of a defined benefit plan. The Company also maintains a noncontributory defined benefit pension plan which covers substantially all the employees of STAAR Japan.

The Company recognizes the funded status, or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive income (loss). If the projected benefit obligation exceeds the fair value of plan assets, then that difference or unfunded status represents the pension liability. The Company records a net periodic pension cost in the Consolidated Statements of Operations. The liabilities and annual income or expense of both plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the expected long-term rate of asset return (asset returns and fair-value of plan assets are applicable for the Swiss Plan only). The fair values of plan assets are determined based on prevailing market prices.

The Company maintains an Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Equity Plan”). The Equity Plan provides the Company with the ability to grant various types of stock-based awards to executive officers, employees, consultants and members of its Board of Directors (the “Board”). The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, RSUs, and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions. As of December 27, 2024, the Company had outstanding grants of stock options, restricted stock awards, RSUs and PSUs.

Stock-based compensation expense for all stock-based awards granted is based on the grant-date fair value of the award. The Company recognizes this compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting term ofthree tofour years for executive officers, employees and consultants, andone year for Board members.

For performance-based awards, vesting is contingent upon the Company meeting certain internally established performance conditions and is subject to the grantee’s continued service with the Company. The Company recognizes compensation expense for performance-based awards when the Company concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures, over the requisite service period based on the grant-date fair value of the award. The Company reassesses the probability of vesting at each reporting period and adjusts compensation cost based on its probability assessment.

While the majority of the Company’s outstanding stock-based awards are stock options, RSUs and PSUs, the Company also, at times, grants awards in the form of restricted stock. Restricted stock awards provide for the issuance of common stock upon grant, subject to restrictions that lapse over the requisite service period of the award. For restricted stock awards granted to the Board, the restrictions lapse over a one-year service period and for executive officers and employees, it is typically a three-year service period. In each case the awards are subject to forfeiture (or acceleration, depending upon the circumstances) until the service period is completed. Restricted stock compensation expense is recognized on a straight-line basis over the requisite service period of one to three years, based on the grant-date fair value of the award.

Restricted stock awards are included in the Company’s shares of common stock issued and outstanding on the grant date. Shares subject to RSU and PSU awards are not issuable until the requisite service and applicable performance conditions are satisfied, so they are not included in the Company’s shares of common stock issued and outstanding until the vesting of such awards.

Comprehensive Income (Loss)

The Company presents comprehensive income (loss) on the Consolidated Balance Sheets and the Consolidated Statements of Comprehensive Income (Loss). Total comprehensive income (loss) includes, in addition to the net income (loss), changes in equity that are excluded from the Consolidated Statements of Operations and are recorded directly into a separate section of stockholders’ equity on the Consolidated Balance Sheets. The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the years ended December 27, 2024, December 29, 2023 and December 30, 2022 (in thousands):

Foreign Currency TranslationInvestments Available for SaleDefined Benefit Pension Plan – JapanDefined Benefit Pension Plan – SwitzerlandAccumulated Other Com-prehensive Income (Loss)
Balance, at December 31, 2021$(88)$—$192$(4,152)$(4,048)
Other comprehensive income (loss)(2,090)(406)(11)6,7074,200
Tax effect631703(700)4
Balance, at December 30, 2022(1,547)(336)1841,855156
Other comprehensive income (loss)(1,095)363(182)(4,121)(5,035)
Tax effect345(64)54431766
Balance, at December 29, 2023(2,297)(37)56(1,835)(4,113)
Other comprehensive income (loss)(1,775)3116(1,923)(3,651)
Tax effect542(5)(5)201733
Balance, at December 27, 2024$(3,530)$(11)$67$(3,557)$(7,031)

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“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 will adopt ASU 2023-09 at the beginning of fiscal year 2025. The Company is currently evaluating the disclosure requirements and its effect on the 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 ASU 2024-03 at the beginning of fiscal year 2026. The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.

Note 2 — Investments Available for Sale

During 2022, the Company started to invest its cash in investments AFS, in accordance with its investment policy. Investments AFS and the related fair value measurement consisted of the following (dollars in thousands):

Fair Value Measurements
Amortized CostUnrealized GainsUnrealized LossesEstimated Fair ValueLevel 1Level 2
Commercial paper$21,466$4$(2)$21,468$—$21,468
Certificates of deposit1,997——1,997—1,997
U.S. Treasury securities11,3563(4)11,35511,355—
Corporate debt securities51,52714(26)51,515—51,515
Total investments AFS$86,346$21$(32)$86,335$11,355$74,980
Fair Value Measurements
Amortized CostUnrealized GainsUnrealized LossesEstimated Fair ValueLevel 1Level 2
Commercial paper$7,720$9$—$7,729$—$7,729
Certificates of deposit3,7164—3,720—3,720
U.S. Treasury securities23,0363(56)22,98322,983—
U.S. agency securities3,423—(4)3,419—3,419
Corporate debt securities11,53812(10)11,540—11,540
Total investments AFS$49,433$28$(70)$49,391$22,983$26,408

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 (see Note 1 for information on composition of the portfolio) 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 beenno allowance for expected credit losses recorded for the years ended 2024, 2023 and 2022.

The following table shows the fair value of investments AFS by contractual maturity (dollars in thousands):

Within one yearAfter one year through five yearsTotal
Commercial paper$21,468$—$21,468
Certificates of deposit1,997—1,997
U.S. Treasury securities11,355—11,355
Corporate debt securities51,515—51,515
Total investments AFS$86,335$—$86,335

Note 2 — Investments Available for Sale (Continued)

During 2024, several of the Company’s investments AFS with an aggregate fair valueof $1,314,000 were subject to early redemption. The Company recognized a gain upon redemption of $3,000 for the year ended 2024. During 2023 and 2022, two of the Company’s investments AFS were the subject of a downgraded credit rating. The Company sold its investments of $1,300,000 and $359,000 during 2023 and 2022, respectively, in aggregate securities following the downgrade. The Company recognized a realized loss upon sale of less than $1,000 for the years ended 2023 and 2022.

Note 3 — Accounts Receivable Trade, Net

Accounts receivable trade, net consisted of the following (in thousands):

20242023
Domestic$2,661$2,009
Foreign75,26892,886
Total accounts receivable trade, gross77,92994,895
Less allowance for credit losses(32)(191)
Total accounts receivable trade, net$77,897$94,704

Note 4 — Inventories, Net

Inventories, net consisted of the following (in thousands):

20242023
Raw materials and purchased parts$9,705$9,766
Work in process8,1685,722
Finished goods26,71023,150
Total inventories, gross44,58338,638
Less inventory reserves(1,278)(3,508)
Total inventories, net$43,305$35,130

Note 5 — Prepayments, Deposits and Other Current Assets

Prepayments, deposits and other current assets consisted of the following (in thousands):

20242023
Prepayments and deposits$7,887$5,924
Prepaid rent2,910292
Prepaid insurance2,4322,314
Prepaid marketing6702,141
Consumption tax receivable6820
Value added tax (VAT) receivable1,3592,456
Other(1)980762
Total prepayments, deposits and other current assets$16,244$14,709

(1)No individual category in “other” exceeds 5% of the total prepayments, deposits and other current assets.

Note 6 — Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

20242023
Machinery and equipment$46,113$30,874
Computer equipment and software12,9768,495
Furniture and fixtures7,6274,122
Leasehold improvements19,76610,780
Construction in process32,01440,364
Total property, plant and equipment, gross118,49694,635
Less accumulated depreciation(33,607)(27,800)
Total property, plant and equipment, net$84,889$66,835

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):

Years Ended
202420232022
Cost of sales$2,518$1,405$1,167
General and administrative2,9171,9121,943
Selling and marketing6261,095630
Research and development683548581
Total depreciation expense$6,744$4,960$4,321

Loss on disposal of property, plant and equipment was as follows (in thousands):

Years Ended
202420232022
Loss on disposal of property, plant and equipment$1,694$73$65

The loss recognized for the year ended 2024 consisted primarily of an asset that is no longer in use and was recorded in selling and marketing expense on the Consolidated Statements of Operations.

Note 7 — Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

20242023
Accrued salaries and wages$16,140$12,519
Accrued bonuses1,3003,456
Accrued insurance2,7012,315
Income taxes payable6,54710,848
Marketing obligations2,6991,874
Other(1)13,7009,926
Total other current liabilities$43,087$40,938

(1) No individual category in “Other” exceeds 5% of the other current liabilities.

Note 8 — Leases

Finance Leases

The Company entered into finance leases primarily related to purchases of equipment used for manufacturing, furniture and computer-related equipment. These finance leases aretwo tofive years in length and have fixed payment amounts for the term of the contract and have options to purchase the assets at the end of the lease term. Supplemental balance sheet information related to finance leases consisted of the following (dollars in thousands):

20242023
Computer equipment and software$2$6
Furniture and fixtures475475
Finance lease ROU assets, gross477481
Less accumulated depreciation(440)(298)
Finance lease ROU assets, net$37$183
Current finance lease obligations$42$165
Long-term finance lease obligations—42
Total finance lease liability$42$207
Weighted-average remaining lease term (in years)0.31.3
Weighted-average discount rate4.25%4.24%

Supplemental cash flow information related to finance leases consisted of the following (in thousands):

Years Ended
202420232022
Amortization of finance lease ROU asset$147$151$160
Interest on finance lease liabilities61217
Cash paid for amounts included in the measurement of finance lease liabilities:
Operating cash flows61217
Financing cash flows165161126

Operating Leases

The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers. These operating leases aretwo toten years in length with options to extend. The Company does not include any lease extensions in the initial valuation unless the Company was reasonably certain to extend the lease. Depending on the lease, there are those with fixed payment amounts for the entire length of the contract or payments which increase periodically as noted in the contract or increased at an inflation rate indicator. For operating leases that increase using an inflation rate indicator, the Company used the inflation rate at the time the lease was entered into for the length of the lease term.

Note 8 — Leases (Continued)

Operating Leases (Continued)

Supplemental balance sheet information related to operating leases consisted of the following (dollars in thousands):

20242023
Machinery and equipment$758$735
Computer equipment and software446446
Real property47,64840,869
Operating lease ROU assets, gross48,85242,050
Less accumulated depreciation(12,002)(7,663)
Operating lease ROU assets, net$36,850$34,387
Current operating lease obligations$3,894$4,202
Long-term operation lease obligations34,80731,425
Total operating lease liability$38,701$35,627
Weighted-average remaining lease term (in years)7.17.3
Weighted-average discount rate5.98%5.48%

Supplemental cash flow information related to operating leases was as follows (in thousands):

Years Ended
202420232022
Operating lease cost$8,574$5,239$4,473
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows6,0164,8754,171
ROU assets obtained in exchange for new operating lease liabilities8,3858,4982,860

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 are as follows (in thousands):

Year EndedOperating LeasesFinance Leases
2025$6,449$42
20264,486—
20277,047—
20286,998—
20297,078—
Thereafter19,243—
Total minimum lease payments, including interest$51,301$42
Less amounts representing interest(12,600)—
Total lease liability$38,701$42

Note 9 — Income Taxes

Provision for Income Taxes

Income (loss) from continuing operations before provision for income taxes was as follows (in thousands):

Years Ended
202420232022
Domestic$(52,859)$(46,388)$(25,366)
Foreign43,80780,08470,918
Income (loss) before income taxes$(9,052)$33,696$45,552

The provision for income taxes consisted of the following (in thousands):

Years Ended
202420232022
Current tax provision:
U.S. federal$—$—$—
State2721—
Foreign7,5399,0648,141
Total current provision7,5669,0858,141
Deferred tax provision (benefit):
U.S. federal3,7383,306(1,821)
State1371282
Foreign(285)(54)(515)
Total deferred provision (benefit)3,5903,264(2,254)
Provision for income taxes$11,156$12,349$5,887

A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate was as follows (dollars in thousands):

Years Ended
202420232022
AmountAmountAmount
Income (loss) before income taxes$(9,052)$33,696$45,552
Income tax expense:
Taxes at federal statutory tax rate(1,901)7,0769,566
State taxes, net of federal income tax benefit(330)4403,673
Equity compensation2,2371,035(331)
Foreign rate differential(3,902)(7,611)(6,997)
Foreign income inclusion9,65916,92214,583
Net operating loss adjustments——532
Valuation allowance4,060(4,233)(15,560)
Tax credits(277)(930)(39)
Return to provision adjustment100(284)314
Uncertain tax positions1,450——
Non-deductible expenses163134108
Other(103)(200)38
Total income tax expense$11,156$12,349$5,887
Effective tax rate(123.2)%36.6%12.9%

Note 9 — Income Taxes (Continued)

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) were as follows (in thousands):

20242023
Deferred tax assets:
Accrued expenses$1,230$1,435
Stock-based compensation6,1034,010
Operating lease liability6,4666,162
Net operating loss and other credit carryforwards44,08344,998
Other deferred tax assets2,7762,376
Gross deferred tax assets60,65858,981
Valuation allowance(46,804)(42,744)
Total deferred tax assets$13,854$16,237
Deferred tax liabilities:
Property, plant, equipment and intangibles$(5,976)$(4,222)
Operating lease ROU assets(6,066)(6,019)
Foreign taxes(1,321)(1,883)
Total deferred tax liabilities(13,363)(12,124)
Total net deferred tax assets$491$4,113

The ultimate realization of deferred tax assets is dependent upon future generation of income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the projected future income and tax planning strategies in making this assessment. In addition, management considers all other available positive and negative evidence in its analysis. This includes existing profits in foreign jurisdiction as well as projected future profits. Under the incremental cash tax savings approach, the total net deferred assets represent the Company’s net cash tax savings and benefit at December 27, 2024.

Under the incremental cash tax savings approach, the deferred tax asset valuation allowance activity was as follows (in thousands):

Years Ended
202420232022
Balance at beginning of period$(42,744)$(46,977)$(62,860)
Release (recapture) due to incremental cash tax savings(4,456)(3,318)910
Current year change due to deferred tax asset realization3967,55114,973
Balance at end of period$(46,804)$(42,744)$(46,977)

As of December 27, 2024, the Company had U.S. net operating loss (“NOL”) carryforwards consisting of the following (in thousands):

2024Expiration Date
Pre-2018 federal NOL carryforwards$49,783will begin to expire in 2027
Post-2018 federal NOL carryforwards124,895indefinite
State NOL carryforwards54,184will begin to expire in 2025
Post-2020 State NOL carryforwards that follow the federal NOL2,297indefinite

Note 9 — Income Taxes (Continued)

Deferred Tax Assets and Liabilities (Continued)

As of December 27, 2024, the Company had U.S. tax credit carryforwards consisting of the following (in thousands):

2024Expiration Date
Federal credit carryforwards$2,056will begin to expire in 2030
State research tax credit carryforwards916indefinite
Federal foreign tax credit carryforwards2,013will begin to expire in 2028

The Company files income tax returns in the U.S. federal, various states and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The following tax years remain subject to examination:

Significant jurisdictionsOpen Years
U.S. Federal2021 – 2023
U.S. States2020 – 2023
Foreign2020 – 2023

In various jurisdictions, years prior to 2020 remain open solely for the purposes of examination of the Company’s NOL and credit carryforwards.

Tax Holiday

The Company operates under a tax holiday in Switzerland from 2020 through 2029, which consists of two consecutive five year periods: 2020 - 2024 and 2025 - 2029. The tax holiday is conditional upon the Company meeting specific activity and investment requirements as outlined by the Swiss Tax Authorities. The impact of this tax holiday is as follows (in thousands, except per share amounts):

Years Ended
202420232022
Tax impact related to tax holidays$4,466$8,683$7,394
Impact of tax holidays on diluted earnings (loss) per share$0.09$0.17$0.15

Uncertain Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest, are included in other current liabilities as income taxes payable, is as follows (in thousands):

Year Ended
Balance at beginning of period$—
Increases (decreases) - tax positions in prior period910
Increases (decreases) - tax positions in current period—
Balance at end of period$910

Interest of $540,000 was recognized for the year ended 2024 related to the 2024 uncertain tax positions. The Company expects a reduction of these uncertain tax positions within the next twelve months. There wereno uncertain tax positions in 2023 or 2022.

Note 10 – Employee Benefit Plans

Defined Benefit Plan – Switzerland

The Company maintains a passive pension plan (the “Swiss Plan”) covering employees of STAAR AG, which is accounted for as a defined benefit plan.

In Switzerland employers are required to provide a minimum pension plan for their staff. Contributions of both the employees and employer finance the Swiss Plan. The amount of the contributions is defined by the plan regulations and cannot be decreased without amending the plan regulations. It is required that the employer contribute an amount equal to or greater than the employee contribution.

The following table shows the changes in the benefit obligation and plan assets and the Swiss Plan’s funded status (in thousands):

20242023
Change in Projected Benefit Obligation:
Projected benefit obligation, beginning of period$21,965$21,463
Service cost1,233916
Interest cost340413
Participant contributions979863
Benefits deposited (paid)(851)(7,101)
Actuarial (gain) loss6925,411
Prior service credit(313)—
Projected benefit obligation, end of period$24,045$21,965
Change in Plan Assets:
Plan assets at fair value, beginning of period$17,381$20,709
Actual return on plan assets (including foreign currency impact)(942)1,922
Employer contributions1,123988
Participant contributions979863
Benefits deposited (paid)(851)(7,101)
Plan assets at fair value, end of period$17,690$17,381
Funded status (pension liability), end of year(1)$(6,355)$(4,584)
Amount Recognized in Accumulated Other Comprehensive Income (Loss), net of tax:
Actuarial loss on plan assets$(1,364)$(38)
Actuarial loss on benefit obligation(5,997)(5,378)
Actuarial gain recognized in current year1,9521,849
Prior service credit1,2421,122
Effect of curtailments610610
Accumulated other comprehensive income (loss)$(3,557)$(1,835)
Accumulated benefit obligation at year end$(22,540)$(20,729)

(1) The underfunded balance was included in pension liability on the Consolidated Balance Sheets.

Defined Benefit Plan – Switzerland (Continued)

Net periodic pension cost associated with the Swiss Plan included the following components (in thousands):

Years Ended
202420232022
Service cost(1)$1,233$916$1,133
Interest cost(2)34041382
Expected return on plan assets(2)(540)(452)(494)
Prior service credit(2),(3)(179)(179)(179)
Actuarial loss recognized in current period(2),(3)117—390
Net periodic pension cost$971$698$932

(1) Recognized in selling general and administrative expenses on the Consolidated Statements of Operations.

(2) Recognized in other income, net, on the Consolidated Statements of Operations.

(3) Amounts reclassified from accumulated other comprehensive income (loss).

Changes in other comprehensive income (loss), net of tax, associated with the Swiss Plan included the following components (in thousands):

Years Ended
202420232022
Current year actuarial gain (loss) on plan assets$(1,326)$1,316$(432)
Current year actuarial gain (loss) on benefit obligation(619)(4,847)6,251
Actuarial gain recorded in current year1032348
Prior service credit120(161)(160)
Change in other comprehensive gain (loss)$(1,722)$(3,690)$6,007

Net periodic pension cost and projected and accumulated pension obligation for the Company’s Swiss Plan were calculated using the following assumptions:

20242023
Discount rate1.0%1.5%
Salary increases2.5%2.5%
Expected return on plan assets3.0%3.0%
Expected average remaining working lives in years9.89.5

The discount rates are based on an assumed duration of the pension obligations and estimated using the rates of returns for AAA and AA-rated Swiss and foreign CHF-denominated corporate bonds listed on the SIX Swiss Exchange. The salary increase rate was based on the Company’s best estimate of future increases over time. The expected long-term rate of return on plan assets is based on the expected asset allocation and assumptions concerning long-term interest rates, inflation rates, and risk premiums for equities above the risk-free rates of return. These assumptions take into consideration historical long-term rates of return for relevant asset categories.

Under Swiss law, pension funds are legally independent from the employer and all the contributions are invested with regulated entities. The Company has a contract with Allianz Suisse Life Insurance Company’s BVG Collective Foundation (the “Foundation”) to manage its Swiss pension fund. Multiple employers contract with the Foundation to manage the employers’ respective pension plans. The Foundation manages the pension plans of its contracted employers as a collective entity. The investment strategy is determined by the Foundation and applies to all members of the collective Foundation. There are no separate financial statements for each employer contract. The pension plan assets of all the employers that contract with the Foundation are comingled. They are considered multiple-employer plans and therefore accounted for as single-employer plans.

Defined Benefit Plan – Switzerland (Continued)

As there are no separate financial statements for each employer contract, there are no individual investments that can be directly attributed to the Company’s pension plan assets. However, the funds contributed by an employer are specifically earmarked for its employees and the total assets of the plan allocable to Company’s employees are separately tracked by the Foundation. The lack of visibility into the specific investments of the plan assets and how they are valued is a significant unobservable input, therefore, the Company considers the plan assets collectively to be Level 3 assets under the fair value hierarchy.

The table below sets forth the fair value of Plan assets at December 27, 2024 and December 29, 2023, and the related activity in years ended 2024 and 2023 (in thousands):

InsuranceContracts(Level 3)
Ending balance at December 30, 2022$20,709
Actual return on plan assets1,922
Purchases, sales, and settlement(5,250)
Ending balance at December 29, 2023$17,381
Actual return on plan assets(942)
Purchases, sales, and settlement1,251
Ending balance at December 27, 2024$17,690

During fiscal year 2025, the Company expects to make cash contributions totaling approximately$1,224,000 to the Swiss Plan.

The estimated future benefit payments for the Swiss Plan are as follows (in thousands):

Year EndedAmount
2025$80
2026107
2027131
20283,681
2029334
Thereafter2,022
Total$6,355

Defined Benefit Plan-Japan

STAAR Japan maintains a noncontributory defined benefit pension plan (“Japan Plan”) substantially covering all the employees of STAAR Japan. Benefits under the Japan Plan are earned, vested, and accumulated based on a point-system, primarily based on the combination of years of service, actual and expected future grades (management or non-management) and actual and future zone (performance) levels of the employees. Each point earned is worth a fixed monetary value, 1,000 Yen per point, regardless of the level grade or zone of the employee. Gross benefits are calculated based on the cumulative number of points earned over the service period multiplied by 1,000 Yen. The mandatory retirement age limit is 60 years old.

STAAR Japan administers the pension plan and funds the obligations of the Japan Plan from STAAR Japan’s operating cash flows. STAAR Japan is not required, and does not intend, to provide contributions to the Plan to meet benefit obligations and therefore does not have any plan assets. Benefit payments are made to beneficiaries as they become due.

Defined Benefit Plan-Japan (Continued)

The funded status of the benefit plan was as follows (in thousands):

20242023
Change in Projected Benefit Obligation:
Projected benefit obligation, beginning of period$471$1,181
Service cost5660
Interest cost33
Actuarial (gain) loss(40)8
Benefits paid(60)(705)
Foreign exchange adjustment(48)(76)
Projected benefit obligation, end of period$382$471
Change in Plan Assets:
Plan assets at fair value, beginning of period$—$—
Actual return on plan assets——
Employer contributions——
Benefits paid——
Distribution of plan assets——
Foreign exchange adjustment——
Plan assets at fair value, end of period$—$—
Funded status (pension liability), end of year(1)$(382)$(471)
Amount Recognized in Accumulated Other Comprehensive Income (Loss), net of tax:
Actuarial loss$(25)$(28)
Prior service cost33
Settlement(102)(106)
Curtailment(2)(2)
Net gain (loss)193189
Accumulated other comprehensive income$67$56
Accumulated benefit obligation at year end$(368)$(446)

(1) The underfunded balance was included in pension liability on the Consolidated Balance Sheets.

Net periodic pension cost associated with the Japan Plan included the following components (in thousands):

Years Ended
202420232022
Service cost(1)$56$60$116
Interest cost(2)332
Prior service credit(2),(3)(5)(14)(24)
Settlement gain(2),(3)(10)(160)—
Curtailment gain(2),(3)—(4)—
Net periodic pension cost$44$(115)$94

(1) Recognized in selling general and administrative expenses on the Consolidated Statements of Operations.

(2) Recognized in other income, net, on the Consolidated Statements of Operations.

(3) Amounts reclassified from accumulated other comprehensive income (loss).

Defined Benefit Plan-Japan (Continued)

Changes in other comprehensive income (loss), net of tax, associated with the Japan Plan include the following components (in thousands):

Years Ended
202420232022
Amortization of actuarial loss$3$2$5
Prior service cost—(1)(2)
Actuarial income (loss) recorded in current year4(21)(11)
Settlement4(106)—
Curtailment loss—(2)—
Change in other comprehensive income (loss)$11$(128)$(8)

Net periodic pension cost and projected and accumulated pension obligation for the Company’s Japan Plan were calculated using the following assumptions:

20242023
Discount rate0.9%0.8%
Salary increases5.0%4.8%
Expected return on plan assetsN/AN/A
Expected average remaining working lives in years4.96.0

The discount rates are based on the yield curve of corporate bonds rated AA or higher. The salary increase average rate was based on the Company’s best estimate of future increases over time.

The estimated future benefit payments for the Japan Plan are as follows (in thousands):

Year EndedAmount
2025$57
202658
202757
202864
202992
Thereafter54
Total$382

Defined Contribution Plan

The Company has a 401(k) profit sharing plan (“401(k) Plan”) for the benefit of qualified employees in the U.S. During the year ended December 27, 2024, employees who participate may elect to make salary deferral contributions to the 401(k) Plan up to $23,000 of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations (with a $7,500 annual catch-up contribution permitted for those over 50 years old). The Company’s contribution percentage is 80% of the employee’s contribution up to the first 6% of the employee’s compensation. In addition, STAAR may make a discretionary contribution to qualified employees, in accordance with the 401(k) Plan. The Company’s contributions, net of forfeitures, to the 401(k) Plan were as follows (in thousands):

Years Ended
202420232022
Employer contributions, net of forfeitures$3,379$2,720$2,004

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, RSUs, and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions. As of December 27, 2024, the Company had outstanding grants of stock options, restricted stock awards, 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 athree-year period, or as determined by the Board, and expire over periods not exceeding 10 years from the date of grant. Certain stock options and stock-based awards provide for accelerated vesting if there is a change in control and pre-established financial metrics are met (as defined in the Equity Plan). Grants of restricted stock outstanding under the Equity Plan generally vest over periods ofone tothree years. Grants of RSUs and PSUs outstanding under the Equity Plan generally vest based on service, performance, or a combination of both. On June 15, 2023, the Company’s stockholders approved a proposal to increase the number of shares that may be issued pursuant to stock-based awards granted under the Equity Plan, which increased the share pool by 2,170,000 shares. On June 19, 2024, the Company’s stockholders approved a proposal to increase the number of shares that may be issued pursuant to stock-based awards granted under the Equity Plan, which increased the share pool by 2,600,000 shares. As a result of such increases, a total of 22,805,000 shares may be issued pursuant to stock-based awards granted under the Equity Plan. As of December 27, 2024, there were 3,438,028 shares available for grants of stock-based awards under the Equity Plan.

The following table represents the fair value of stock-based compensation granted during the year ended 2024 (in thousands):

Fair Value
Stock options$13,522
RSUs17,496
PSUs14,665
Restricted stock703
Total stock-based compensation expense$46,386

The Company recorded stock-based compensation expense by award as follows (in thousands):

Years Ended
202420232022
Employee stock options$13,824$12,842$10,403
Restricted stock512548686
RSUs11,7397,9874,512
PSUs5681,2703,525
Nonemployee stock options5678691,245
Total stock-based compensation expense$27,210$23,516$20,371

The Company recorded stock-based compensation expense in the following categories (in thousands):

Years Ended
202420232022
Cost of sales$1,192$716$501
General and administrative14,12212,1259,402
Selling and marketing4,5834,0834,795
Research and development7,3136,5925,673
Total stock-based compensation expense, net27,21023,51620,371
Amounts capitalized as part of inventory1,4081,6721,881
Total stock-based compensation expense, gross$28,618$25,188$22,252

Note 11 — Stockholders’ Equity (Continued)

Stock-Based Compensation (Continued)

As of December 27, 2024, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Equity Plan were as follows (in thousands):

Stock options$18,474
Restricted stock, RSUs and PSUs20,512
Total unrecognized stock-based compensation cost$38,986

This cost is expected to be recognized over a weighted-average period of approximately twoyears.

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 8% estimated forfeiture rate based on historical forfeiture experience. The risk-free rate is based on the U.S. Treasury yield curve corresponding to the expected term at the time of the grant.

Years Ended
202420232022
Expected dividend yield0%0%0%
Expected volatility59%60%54%
Risk-free interest rate4.17%3.98%2.09%
Expected term (in years)5.295.055.10

Stock Options

A summary of stock option activity under the Equity Plan for the year ended December 27, 2024 was as follows:

Shares (in 000’s)Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (years)Aggregate Intrinsic Value (in 000’s)
Outstanding at December 29, 20232,630$46.38
Granted64037.81
Exercised(315)23.52
Forfeited or expired(147)70.43
Outstanding at December 27, 20242,808$45.726.59$3,961
Exercisable at December 27, 20241,826$47.035.38$3,961

Note 11 — Stockholders’ Equity (Continued)

Stock Options (Continued)

A summary of unvested stock options activity under the Equity Plan for the year ended December 27, 2024 was as follows:

Shares (in 000’s)Weighted-Average Grant-Date Fair Value
Unvested at December 29, 2023926$30.09
Granted64021.12
Forfeited or expired(147)34.39
Vested(437)29.66
Unvested at December 27, 2024982$23.62

The weighted average grant date fair value of stock options granted under the Equity Plan and the total intrinsic value of stock options exercised were as follows:

Years Ended
202420232022
Weighted-average grant-date fair value$21.12$28.36$35.68
Intrinsic value of options exercised (in thousands)$4,150$17,041$25,000

Restricted Stock, Restricted Stock Units and Performance Stock Units

A summary of restricted stock, RSU and PSU activity under the Equity Plan for the year ended December 27, 2024 was as follows:

Restricted StockRestricted Stock UnitsPerformance Stock Units
Units (in 000’s)Weighted-Average Grant-Date Fair ValueUnits (in 000’s)Weighted-Average Grant-Date Fair ValueUnits (in 000’s)Weighted-Average Grant-Date Fair Value
Outstanding at December 29, 202314$47.61401$55.7556$74.80
Granted1739.8446437.7239037.64
Vested(10)46.88(149)58.56(24)74.80
Forfeited(5)52.67(21)47.20(16)52.76
Outstanding at December 27, 202416$40.11695$43.33406$39.99

The weighted average grant date fair value of restricted stock, RSU and PSU awards granted under the Equity Plan and the total fair value of awards vested were as follows:

Years Ended
202420232022
Weighted-average grant-date fair value$37.73$52.98$74.98
Fair value of awards vested (in thousands)$6,283$7,715$5,023

Note 12 — Commitments and Contingencies

Asset Retirement Obligation

The Company recorded certain Asset Retirement Obligations (“ARO”), in connection with the Company’s obligation to return its Japan facility to its “original condition,” as defined in the lease agreements. The Company has recorded approximately $42,000 and $103,000, representing the fair value of the ARO liability obligations in noncurrent liabilities at December 27, 2024 and December 29, 2023, respectively. These leases expire in 2025 and 2029.

Open Purchase Orders

As of December 27, 2024, there were open purchase orders of $12,948,000.

Severance Paid

For 2023 and 2022, the Company recognized expense of $1,392,000 and $297,000 for one-time employee benefits paid to certain employees in STAAR Japan who worked primarily in cataract IOL sales. These one-time employee benefits were recognized in general and administrative expense on the Consolidated Statements of Operations.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers that may require the Company: (a) to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, except as prohibited by applicable law; (b) to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and (c) to make a good faith determination whether or not it is practicable for the Company to obtain directors’ and officers’ insurance. The Company currently has directors’ and officers’ liability insurance through a third-party carrier. Also, in connection with the sale of products and entering into business relationships in the ordinary course of business, the Company may make representations affirming, among other things, that its products do not infringe on the intellectual property rights of others and agrees to indemnify customers against third-party claims for such infringement as well as its negligence. The Company has not been required to make material payments under such provisions.

Tax Filings

The Company’s tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for taxes; however, final assessments, if any, could be significantly different than the amounts recorded in the Consolidated Financial Statements.

Employment Agreements

The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective January 1, 2023. 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 the Company’s assets, or termination “without cause or for good reason” as defined in the applicable 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, or claims of product liability. STAAR 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 — Related Party Transactions

The Company has made various advances to certain non-executive employees. Amounts due from employees are included in prepayments, deposits, and other current assets were as follows (in thousands):

20242023
Due from employees$3$—

Note 14 — Supplemental Disclosure of Cash Flow Information

The Company’s non-cash investing and financing activities, and cash paid were as follows (in thousands):

Years Ended
202420232022
Non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable$3,118$2,768$1,314
Cash paid:
Interest$87$75$52
Taxes$10,978$2,844$6,633

Note 15 — 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):

Years Ended
202420232022
Numerator:
Net income (loss)$(20,208)$21,347$39,665
Denominator:
Weighted average common shares outstanding49,12548,52347,991
Less: Unvested restricted stock——(4)
Weighted average common shares outstanding for basic49,12548,52347,987
Dilutive potential common stock outstanding:
Stock options—8131,310
Unvested restricted stock—32
RSUs—5655
PSUs—3226
Weighted average common shares outstanding for diluted49,12549,42749,380
Net income (loss) per share:
Basic$(0.41)$0.44$0.83
Diluted$(0.41)$0.43$0.80

Because the Company had a net loss for 2024, 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.

Years Ended
202420232022
Stock options4,1662,073933
Restricted stock, RSUs and PSUs2123218
Total4,3782,105951

Note 16 — Disaggregation of Revenues, Geographic Sales and Product Sales

In the following tables, revenues are disaggregated by category, sales by geographic market and sales by product line. The following breaks down revenues into the following categories (in thousands):

Years Ended
202420232022
Non-consignment sales$293,573$301,163$264,620
Consignment sales20,32821,25219,771
Total net sales$313,901$322,415$284,391

The Company markets and sells its products in more than 75 countries and conducts its manufacturing in the United States. Other than China and Japan, the Company does not conduct business in any country in which its sales in that country exceed 10% of consolidated net sales. Sales are attributed to countries based on location of customers. The composition of the Company’s net sales to unaffiliated customers was as follows (in thousands):

Years Ended
202420232022
Domestic$19,896$17,221$14,679
Foreign:
China(1)161,321185,554148,167
Japan41,83638,47243,093
Other(2)90,84881,16878,452
Total foreign sales294,005305,194269,712
Total net sales$313,901$322,415$284,391

(1) The China region includes sales into China and Hong Kong.

(2) No other location individually exceeds 10% of the total net sales.

The Company’s principal product, ICLs, are used in refractive surgery. Historically the Company marketed and sold cataract IOLs and related injectors and injector parts. The Company phased out sales of such products in fiscal 2023, and it did not sell any such products in fiscal 2024 and it does not expect such sales in the future. The composition of the Company’s net sales by product line was as follows (in thousands):

Years Ended
202420232022
ICLs$312,543$319,427$269,712
Other product sales
Cataract IOLs—1,1399,638
Other surgical products(1)1,3581,8495,041
Total other product sales1,3582,98814,679
Total net sales$313,901$322,415$284,391

(1) Other surgical products include delivery systems and normal recurring sales adjustments such as sales return allowances.

The Company sells its products internationally, which subjects the Company to several potential risks, including fluctuating exchange rates (to the extent the Company’s transactions are not in U.S. dollars), regulation of fund transfers by foreign governments, U.S. and foreign export and import duties and tariffs, and political instability.

Note 17 —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 10% of each category of long-lived assets. The composition of the Company’s long-lived assets was as follows (in thousands):

U.S.SwitzerlandOther(1)Total
Property, plant and equipment, net$68,318$16,084$487$84,889
Finance lease ROU assets, net37——37
Operating lease ROU assets, net27,7546,4142,68236,850
Total$96,109$22,498$3,169$121,776
U.S.SwitzerlandOther(1)Total
Property, plant and equipment, net$55,851$10,632$352$66,835
Finance lease ROU assets, net182—1183
Operating lease ROU assets, net26,5016,3431,54334,387
Total$82,534$16,975$1,896$101,405

(1) No other location individually exceeds 10% of each category of long-lived assets.

STAAR SURGICAL COMPANY AND SUBSDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.