Core Insights - Staar Surgical's international revenue performance is critical for assessing its financial resilience and growth prospects [1][2][3] Group 1: Financial Performance - The company's total revenue for the quarter was $44.32 million, a decline of 55.2% year over year [4] - Other International contributed $18.18 million, accounting for 41% of total revenue, which was a surprise of -24.34% compared to the consensus estimate of $24.03 million [5] - Japan generated $10.92 million, representing 24.6% of total revenue, with a positive surprise of +8.28% compared to the projected $10.08 million [6] - China accounted for 12% of total revenue, translating to $5.3 million, with a significant surprise of +454.87% against the expected $0.96 million [7] Group 2: Future Revenue Predictions - For the current fiscal quarter, analysts anticipate total revenues of $89.27 million, reflecting a 0.8% increase year over year [8] - Expected revenue contributions for the current quarter are 23.8% from Other International ($21.26 million), 12.8% from Japan ($11.38 million), and 54.2% from China ($48.36 million) [8] - For the full year, total revenue is projected to be $258.21 million, down 17.7% from the previous year, with specific contributions from Other International (36.1%), Japan (17.3%), and China (36.9%) [9] Group 3: Market Context - Staar Surgical's reliance on international markets presents both opportunities and challenges, necessitating close monitoring of international revenue trends [10] - The interconnected global economy and geopolitical factors are increasingly influencing earnings predictions for companies with overseas operations [10][11]

Core Viewpoint - Monteverde & Associates PC is investigating the proposed sale of STAAR Surgical Company to Alcon Research LLC, where STAAR shareholders are set to receive $28.00 in cash per share, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - The proposed transaction involves STAAR Surgical Company selling to Alcon Research LLC, with shareholders receiving $28.00 per share [1]. - The investigation aims to determine if the deal is fair for STAAR shareholders [1].

Core Insights - Staar Surgical reported a revenue of $44.32 million for the quarter ended June 2025, marking a year-over-year decline of 55.2% and an EPS of -$0.07 compared to $0.33 a year ago, indicating significant financial challenges [1] - The revenue exceeded the Zacks Consensus Estimate of $41.56 million by 6.63%, while the EPS surprise was 87.5% against a consensus estimate of -$0.56, suggesting better-than-expected performance in terms of earnings [1] Revenue Performance - Net Geographic Sales in the United States were $5.64 million, slightly below the average estimate of $6.46 million, reflecting a year-over-year increase of 4.4% [4] - Net Geographic Sales from Other International markets totaled $18.18 million, significantly lower than the average estimate of $24.03 million, showing a year-over-year decline of 10.6% [4] - Sales in Japan reached $10.92 million, surpassing the average estimate of $10.08 million with a year-over-year increase of 10.4% [4] - In China, sales were reported at $5.3 million, a dramatic drop from the average estimate of $0.96 million, representing a year-over-year decline of 91.6% [4] Stock Performance - Staar Surgical's shares have returned +59.8% over the past month, significantly outperforming the Zacks S&P 500 composite, which saw a change of +0.5% [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]

Company Performance - Staar Surgical reported a quarterly loss of $0.07 per share, significantly better than the Zacks Consensus Estimate of a loss of $0.56, representing an earnings surprise of +87.50% [1] - The company posted revenues of $44.32 million for the quarter ended June 2025, exceeding the Zacks Consensus Estimate by 6.63%, although this is a decline from year-ago revenues of $99 million [2] - Over the last four quarters, Staar Surgical has surpassed consensus EPS estimates three times and topped consensus revenue estimates three times as well [2] Stock Movement and Outlook - Staar Surgical shares have increased by approximately 11.2% since the beginning of the year, outperforming the S&P 500's gain of 7.1% [3] - The future performance of the stock will largely depend on management's commentary during the earnings call and the earnings outlook for the upcoming quarters [3][4] - The current consensus EPS estimate for the next quarter is $0.18 on revenues of $87.83 million, while for the current fiscal year, it is -$0.78 on revenues of $258.21 million [7] Industry Context - The Medical - Dental Supplies industry, to which Staar Surgical belongs, is currently ranked in the top 25% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - The performance of Staar Surgical's stock may also be influenced by the overall industry outlook, as empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions [5][8]

PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited financial statements reveal a significant sales decline and net loss due to challenges in China and major restructuring charges [Condensed Consolidated Balance Sheets](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The balance sheet shows increased cash but decreased investments and total assets, reflecting a contraction in the company's financial position **Condensed Consolidated Balance Sheets (in thousands)** | Metric | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $167,131 | $144,159 | | Investments available for sale | $22,752 | $86,335 | | Accounts receivable trade, net | $34,440 | $77,897 | | Inventories, net | $53,107 | $43,305 | | Total current assets | $292,792 | $367,940 | | Property, plant and equipment, net| $74,417 | $84,889 | | Total assets | $437,781 | $509,524 | | Total current liabilities | $59,228 | $70,306 | | Total liabilities | $101,208 | $112,189 | | Total stockholders' equity | $336,573 | $397,335 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The income statement highlights a sharp drop in net sales and a shift from operating income to a significant operating loss year-over-year **Condensed Consolidated Statements of Operations (in thousands, except per share amounts)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $44,320 | $99,005 | $86,909 | $176,361 | | Cost of sales | $11,521 | $20,593 | $26,105 | $36,914 | | Gross profit | $32,799 | $78,412 | $60,804 | $139,447 | | Operating income (loss) | $(29,964) | $11,898 | $(87,365) | $9,617 | | Income (loss) before income taxes | $(25,915) | $10,334 | $(80,401) | $8,123 | | Net income (loss) | $(16,812) | $7,379 | $(71,023) | $4,040 | | Basic EPS | $(0.34) | $0.15 | $(1.44) | $0.08 | | Diluted EPS | $(0.34) | $0.15 | $(1.44) | $0.08 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) The company experienced a comprehensive loss driven by a net loss, contrasting with comprehensive income in the prior year **Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(16,812) | $7,379 | $(71,023) | $4,040 | | Other comprehensive income (loss), net of tax | $(41) | $(751) | $1,386 | $(1,350) | | Comprehensive income (loss) | $(16,853) | $6,628 | $(69,637) | $2,690 | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY) Stockholders' equity decreased significantly due to a substantial net loss, partially offset by stock-based compensation **Changes in Stockholders' Equity (in thousands)** | Metric | Balance at Dec 27, 2024 | Net Loss (6 months) | Other Comprehensive Income (6 months) | Stock-based Compensation (6 months) | Repurchase of Common Stock (6 months) | Balance at June 27, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Stockholders' Equity | $397,335 | $(71,023) | $1,386 | $14,321 | $(4,479) | $336,573 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Cash flow from operations turned negative, though the overall cash position increased due to proceeds from investment maturities **Condensed Consolidated Statements of Cash Flows (in thousands)** | Metric | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $(32,983) | $11,267 | | Net cash provided by (used in) investing activities | $60,471 | $(4,481) | | Net cash provided by (used in) financing activities | $(5,488) | $4,219 | | Effect of exchange rate changes | $972 | $(1,267) | | Increase in cash and cash equivalents | $22,972 | $9,738 | | Cash and cash equivalents, at end of the period | $167,131 | $192,776 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes detail accounting policies, restructuring charges, investment changes, and the subsequent merger agreement with Alcon [Note 1 — Basis of Presentation and Significant Accounting Policies](index=9&type=section&id=Note%201%20%E2%80%94%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) This note outlines the company's business, basis of financial presentation, and details significant restructuring and impairment charges - The Company designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems[22](index=22&type=chunk) - Reclassified certain personnel costs from research and development to sales and marketing to better reflect their nature in supporting existing products[25](index=25&type=chunk) **Restructuring, Impairment and Related Charges (in thousands)** | Charge Type | Three Months Ended June 27, 2025 | Six Months Ended June 27, 2025 | | :--- | :--- | :--- | | Severance and reduction in workforce | $3,645 | $12,453 | | Consulting expenses | $227 | $866 | | Impairment on leasehold improvements and machinery & equipment | $700 | $7,759 | | Impairment on real property right-of-use assets | $676 | $4,083 | | Impairment for internally developed software | $0 | $2,751 | | **Total Charges** | **$5,248** | **$27,912** | [Note 2 — Investments Available for Sale](index=12&type=section&id=Note%202%20%E2%80%94%20Investments%20Available%20for%20Sale) The company's portfolio of available-for-sale investments decreased substantially, with all remaining investments maturing within one year **Investments Available for Sale (in thousands)** | Investment Type | June 27, 2025 (Estimated Fair Value) | December 27, 2024 (Estimated Fair Value) | | :--- | :--- | :--- | | Commercial paper | $4,154 | $21,468 | | Certificates of deposit | $1,507 | $1,997 | | U.S. Treasury securities | $999 | $11,355 | | Corporate debt securities | $16,092 | $51,515 | | **Total investments AFS** | **$22,752** | **$86,335** | - All investments available for sale as of June 27, 2025, **mature within one year**[37](index=37&type=chunk) - **No allowance for expected credit losses** was recorded for the three and six months ended June 27, 2025, and June 28, 2024[36](index=36&type=chunk) [Note 3 — Inventories](index=13&type=section&id=Note%203%20%E2%80%94%20Inventories) Net inventories increased, driven by a significant rise in finished goods, particularly consigned inventory **Inventories, Net (in thousands)** | Inventory Component | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Raw materials and purchased parts | $10,353 | $9,705 | | Work in process | $10,441 | $8,168 | | Finished goods | $34,368 | $26,710 | | Total inventories, gross | $55,162 | $44,583 | | Less inventory reserves | $(2,055) | $(1,278) | | **Total inventories, net** | **$53,107** | **$43,305** | - Finished goods inventory includes consigned inventory of **$14,329,000** at June 27, 2025, a significant increase from **$1,958,000** at December 27, 2024[39](index=39&type=chunk) [Note 4 — Prepayments, Deposits, and Other Current Assets](index=13&type=section&id=Note%204%20%E2%80%94%20Prepayments,%20Deposits,%20and%20Other%20Current%20Assets) Total prepayments and other current assets remained relatively stable, with notable decreases in prepaid rent and insurance **Prepayments, Deposits, and Other Current Assets (in thousands)** | Asset Component | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Prepayments and deposits | $8,158 | $7,887 | | Prepaid rent | $170 | $2,910 | | Prepaid insurance | $1,210 | $2,432 | | Value added tax (VAT) receivable | $2,640 | $1,359 | | BVG (Swiss Pension) prepayment | $1,273 | $7 | | Other | $1,911 | $1,649 | | **Total** | **$15,362** | **$16,244** | [Note 5 — Property, Plant and Equipment](index=13&type=section&id=Note%205%20%E2%80%94%20Property,%20Plant%20and%20Equipment) Net property, plant, and equipment decreased due to depreciation and significant impairment charges on fixed and software assets **Property, Plant and Equipment, Net (in thousands)** | Asset Component | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Machinery and equipment | $43,487 | $46,113 | | Computer equipment and software | $11,315 | $12,976 | | Furniture and fixtures | $7,727 | $7,627 | | Leasehold improvements | $18,671 | $19,766 | | Construction in process | $30,551 | $32,014 | | Total property, plant and equipment, gross | $111,751 | $118,496 | | Less accumulated depreciation | $(37,334) | $(33,607) | | **Total property, plant and equipment, net** | **$74,417** | **$84,889** | - Recognized fixed asset impairment expense of **$7,759,000** for the six months ended June 27, 2025, primarily on leasehold improvements and machinery[42](index=42&type=chunk) - Recognized impairment of **$2,751,000** for internally developed software due to a transition to a cloud-based solution[42](index=42&type=chunk) [Note 6 – Cloud-Based Software](index=14&type=section&id=Note%206%20%E2%80%93%20Cloud-Based%20Software) The company significantly increased its investment in capitalized cloud-based software assets during the period **Capitalized Cloud-Based Software, Net (in thousands)** | Metric | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Capitalized cloud-based software | $22,865 | $15,763 | | Less accumulated amortization | $(200) | $0 | | **Total capitalized cloud-based software, net** | **$22,665** | **$15,763** | - Additions to cloud-based software were **$7,101,000** for the six months ended June 27, 2025[45](index=45&type=chunk) [Note 7 – Other Current Liabilities](index=15&type=section&id=Note%207%20%E2%80%93%20Other%20Current%20Liabilities) Other current liabilities decreased, though severance payable increased substantially due to restructuring activities **Other Current Liabilities (in thousands)** | Liability Component | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Accrued salaries and wages | $13,821 | $16,140 | | Accrued bonuses | $3,354 | $1,300 | | Severance payable | $4,123 | $356 | | Accrued insurance | $1,106 | $2,701 | | Income taxes payable | $1,067 | $6,547 | | Marketing obligations | $3,462 | $2,699 | | Other | $10,121 | $13,344 | | **Total other current liabilities** | **$37,054** | **$43,087** | - Recognized **$12,453,000** for severance costs related to leadership realignment and workforce reduction for the six months ended June 27, 2025[46](index=46&type=chunk) [Note 8 – Operating Leases](index=15&type=section&id=Note%208%20%E2%80%93%20Operating%20Leases) Operating lease liabilities increased slightly, and the company recognized significant impairment on right-of-use assets from exiting properties **Operating Lease Right-of-Use Assets and Liabilities (in thousands)** | Metric | June 27, 2025 | December 27, 2024 | | :--- | :--- | :--- | | Operating lease right-of-use assets, net | $33,027 | $36,850 | | Current operating lease obligations | $5,103 | $3,894 | | Long-term operating lease obligations | $35,417 | $34,807 | | **Total operating lease liability** | **$40,520** | **$38,701** | | Weighted-average remaining lease term (in years) | 6.8 | 7.1 | | Weighted-average discount rate | 6.00% | 5.98% | - Recognized impairment on real property right-of-use assets of **$4,083,000** for the six months ended June 27, 2025[47](index=47&type=chunk) [Note 9 — Income Taxes](index=16&type=section&id=Note%209%20%E2%80%94%20Income%20Taxes) The company recorded an income tax benefit due to pre-tax losses, with effective tax rates influenced by foreign jurisdiction taxes **Income Tax Provision (Benefit) (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Provision (benefit) for income taxes | $(9,103) | $2,955 | $(9,378) | $4,083 | | Effective tax rate | 35.1% | 28.6% | 11.7% | 50.3% | - Effective tax rates differ from the U.S. federal statutory rate of **21%** primarily due to income tax expense generated in foreign jurisdictions[50](index=50&type=chunk) [Note 10 – Defined Benefit Pension Plans](index=17&type=section&id=Note%2010%20%E2%80%93%20Defined%20Benefit%20Pension%20Plans) Net periodic pension costs increased compared to the prior year, driven by higher service costs and actuarial losses **Net Periodic Pension Cost (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Service cost | $436 | $313 | $840 | $638 | | Interest cost | $63 | $87 | $125 | $171 | | Expected return on plan assets | $(139) | $(136) | $(274) | $(268) | | Prior service credit | $(53) | $(45) | $(106) | $(90) | | Settlement gain | $(4) | $0 | $(8) | $0 | | Actuarial loss recognized in current period | $73 | $28 | $146 | $56 | | **Net periodic pension cost** | **$376** | **$247** | **$723** | **$507** | [Note 11 — Stockholders' Equity](index=17&type=section&id=Note%2011%20%E2%80%94%20Stockholders'%20Equity) The company initiated a share repurchase program and continued to record stock-based compensation expense **Stock-Based Compensation Expense (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Employee stock options | $1,640 | $3,518 | $4,045 | $6,691 | | RSUs | $3,345 | $3,053 | $6,308 | $5,343 | | PSUs | $2,211 | $2,119 | $2,607 | $2,804 | | **Total stock-based compensation expense** | **$7,802** | **$9,042** | **$13,817** | **$15,381** | - The Board of Directors authorized a share repurchase program of up to **$30 million** in May 2025[60](index=60&type=chunk) - During the quarter ended June 27, 2025, the Company purchased **260,515 shares** for an aggregate of **$4,479,000** under the repurchase program[60](index=60&type=chunk) [Note 12 - Commitments and Contingencies](index=20&type=section&id=Note%2012%20-%20Commitments%20and%20Contingencies) The company is involved in routine legal matters that are not expected to have a material adverse effect on its financial condition - The Company is involved in various legal proceedings and other matters arising in the normal course of business[62](index=62&type=chunk) - Management does not believe that any known claims are likely to have a **material adverse effect** on the Company's financial condition or results of operations[62](index=62&type=chunk) [Note 13 — Basic and Diluted Net Income (Loss) Per Share](index=20&type=section&id=Note%2013%20%E2%80%94%20Basic%20and%20Diluted%20Net%20Income%20(Loss)%20Per%20Share) The company reported a net loss per share, and a significant number of potential common shares were excluded as anti-dilutive **Basic and Diluted Net Income (Loss) Per Share** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(16,812) | $7,379 | $(71,023) | $4,040 | | Basic EPS | $(0.34) | $0.15 | $(1.44) | $0.08 | | Diluted EPS | $(0.34) | $0.15 | $(1.44) | $0.08 | - Due to a net loss for the three and six months ended June 27, 2025, the number of **diluted shares was equal to the number of basic shares**[63](index=63&type=chunk) **Anti-Dilutive Securities Excluded from Diluted EPS (in thousands)** | Security Type | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Stock options | 7,128 | 3,031 | 7,089 | 3,275 | | Restricted stock, RSUs and PSUs | 1,009 | 180 | 885 | 63 | | **Total Anti-Dilutive Securities** | **8,137** | **3,211** | **7,974** | **3,338** | [Note 14 — Disaggregation of Sales, Geographic Sales and Product Sales](index=21&type=section&id=Note%2014%20%E2%80%94%20Disaggregation%20of%20Sales,%20Geographic%20Sales%20and%20Product%20Sales) Sales are entirely from ophthalmic surgical products, with a dramatic decline in China sales being the primary driver of the overall revenue drop - **100% of the Company's sales** are generated from the ophthalmic surgical product segment, primarily implantable Collamer lenses (ICLs)[65](index=65&type=chunk) **Net Sales by Category (in thousands)** | Sales Category | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Non-consignment sales | $37,525 | $94,775 | $75,376 | $166,539 | | Consignment sales | $6,795 | $4,230 | $11,533 | $9,822 | | **Total net sales** | **$44,320** | **$99,005** | **$86,909** | **$176,361** | **Net Sales by Geographic Market (in thousands)** | Geographic Market | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Domestic | $5,635 | $5,399 | $11,094 | $10,334 | | Foreign: China | $5,299 | $63,519 | $4,422 | $101,996 | | Foreign: Japan | $10,915 | $9,887 | $22,310 | $20,344 | | Foreign: Korea | $4,293 | $3,924 | $11,815 | $10,660 | | Foreign: Other | $18,178 | $16,276 | $37,268 | $33,027 | | **Total net sales** | **$44,320** | **$99,005** | **$86,909** | **$176,361** | [Note 15 — Geographic Assets](index=23&type=section&id=Note%2015%20%E2%80%94%20Geographic%20Assets) The majority of the company's long-lived assets, including property and equipment, are located in the United States **Long-Lived Assets by Geographic Location (in thousands)** | Asset Category | U.S. (June 27, 2025) | Switzerland (June 27, 2025) | Other (June 27, 2025) | Total (June 27, 2025) | | :--- | :--- | :--- | :--- | :--- | | Property, plant and equipment, net | $57,007 | $16,926 | $484 | $74,417 | | Operating lease ROU assets, net | $23,434 | $5,851 | $3,742 | $33,027 | | **Total** | **$80,441** | **$22,777** | **$4,226** | **$107,444** | [Note 16 — Subsequent Events](index=23&type=section&id=Note%2016%20%E2%80%94%20Subsequent%20Events) Subsequent to the reporting period, the company entered into a definitive merger agreement to be acquired by Alcon - On August 4, 2025, the Company entered into an **Agreement and Plan of Merger** with Alcon Research, LLC and Rascasse Merger Sub, Inc[69](index=69&type=chunk) - Each share of common stock will be converted into the right to receive **$28.00 in cash**, without interest, upon the effective time of the Merger[72](index=72&type=chunk) - The Merger is subject to stockholder approval, regulatory approvals (including **Hart-Scott-Rodino, China, and Japan**), and other customary closing conditions[73](index=73&type=chunk) - Termination fees include up to **$43.4 million** payable by the Company to Alcon, and **$72.4 million** payable by Alcon to the Company under specified circumstances[74](index=74&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=25&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses a significant sales decline and net loss driven by China market challenges and restructuring, while highlighting mitigation strategies [Overview](index=25&type=section&id=Overview) The company designs, develops, and sells proprietary implantable Collamer® lenses (ICLs) for refractive surgery globally - STAAR Surgical Company designs, develops, manufactures, and sells implantable Collamer® lenses (ICLs) for refractive surgery[79](index=79&type=chunk) - ICLs are proprietary, foldable, phakic lenses made from Collamer, intended to be permanent but reversible[79](index=79&type=chunk) - The company's commercialization strategy focuses on sustainable profitable growth, expanding product availability, and providing surgeon training and education[80](index=80&type=chunk) [Business Environment and Factors Affecting Comparability](index=26&type=section&id=Business%20Environment%20and%20Factors%20Affecting%20Comparability) Business performance was heavily impacted by elevated distributor inventory in China, prompting a shift to consignment agreements - Net sales **decreased by 55%** for the three months ended June 27, 2025, primarily due to dynamics in the China business[81](index=81&type=chunk) - China distributors held elevated ICL product inventory as of December 27, 2024, leading to **minimal China ICL sales** in the first half of fiscal 2025[81](index=81&type=chunk) - The Company negotiated and implemented **consignment agreements** with China distributors and is ramping up Swiss production to mitigate tariff exposure[82](index=82&type=chunk) - China revenue is expected to **normalize in the second half of fiscal 2025**, with distributors making smaller purchases aligned to procedural volumes[81](index=81&type=chunk)[83](index=83&type=chunk) [Critical Accounting Estimates](index=26&type=section&id=Critical%20Accounting%20Estimates) There have been no significant changes to the company's critical accounting estimates during the reporting period - Management believes there have been **no significant changes** to the critical accounting estimates disclosed in the Annual Report on Form 10-K for the fiscal year ended December 27, 2024[85](index=85&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) The company's operational results show a significant downturn, with sales and gross profit declining sharply and expenses rising as a percentage of sales **Key Financial Metrics as Percentage of Net Sales** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | 100.0% | 100.0% | 100.0% | 100.0% | | Cost of sales | 26.0% | 20.8% | 30.0% | 20.9% | | Gross profit | 74.0% | 79.2% | 70.0% | 79.1% | | General and administrative | 47.3% | 23.9% | 52.3% | 26.6% | | Selling and marketing | 59.3% | 31.3% | 61.2% | 33.8% | | Research and development | 23.2% | 12.0% | 24.9% | 13.2% | | Restructuring, impairment and related charges | 11.8% | 0.0% | 32.1% | 0.0% | | Total selling, general and administrative | 141.6% | 67.2% | 170.5% | 73.6% | | Operating income (loss) | (67.6)% | 12.0% | (100.5)% | 5.5% | | Net income (loss) | (38.0)% | 7.4% | (81.7)% | 2.4% | [Net Sales](index=27&type=section&id=Net%20Sales) Net sales more than halved, driven by a severe decline in the APAC region, specifically China, while other regions saw modest growth **Net Sales (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Change (2025 vs. 2024) | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | $44,320 | $99,005 | (55.2)% | $86,909 | $176,361 | (50.7)% | - The sales decrease was driven by the Asia Pacific (APAC) region, which **decreased 69%** for the three months and **66%** for the six months[90](index=90&type=chunk)[91](index=91&type=chunk) - The Europe, Middle East and Africa (EMEA) region sales **increased 11%** for the three months and **14%** for the six months[90](index=90&type=chunk)[91](index=91&type=chunk) - The Americas region sales **increased 10%** for both the three and six months[90](index=90&type=chunk)[91](index=91&type=chunk) [Gross Profit](index=28&type=section&id=Gross%20Profit) Gross profit and margin fell due to lower sales volume, reduced production efficiency, and higher inventory reserves **Gross Profit and Gross Margin (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Change (2025 vs. 2024) | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gross profit | $32,799 | $78,412 | (58.2)% | $60,804 | $139,447 | (56.4)% | | Gross margin | 74.0% | 79.2% | | 70.0% | 79.1% | | - Gross profit margin decreased primarily due to **decreased sales volume** and **higher manufacturing costs per unit** from lower production volume[92](index=92&type=chunk) [General and Administrative Expense](index=28&type=section&id=General%20and%20Administrative%20Expense) General and administrative expenses decreased due to lower outside services and compensation costs **General and Administrative Expenses (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Change (2025 vs. 2024) | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | General and administrative expense | $20,969 | $23,641 | (11.3)% | $45,427 | $46,869 | (3.1)% | - Decrease primarily due to **decreased outside services and bonus and stock-based compensation expenses**, partially offset by increased salary-related expenses[93](index=93&type=chunk) [Selling and Marketing Expense](index=28&type=section&id=Selling%20and%20Marketing%20Expense) Selling and marketing expenses declined as the company reduced advertising and promotional activities **Selling and Marketing Expenses (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Change (2025 vs. 2024) | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Selling and marketing expense | $26,283 | $31,005 | (15.2)% | $53,228 | $59,663 | (10.8)% | - Decrease primarily due to **decreased advertising and promotional activities**, partially offset by increased salary-related expenses[94](index=94&type=chunk) [Research and Development Expense](index=28&type=section&id=Research%20and%20Development%20Expense) Research and development spending was lower due to reduced stock-based compensation and clinical expenses **Research and Development Expenses (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Change (2025 vs. 2024) | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Research and development expense | $10,263 | $11,868 | (13.5)% | $21,602 | $23,298 | (7.3)% | - Decrease primarily due to **decreased stock-based compensation expenses** and reduced clinical expenses associated with U.S. post-approval activities[96](index=96&type=chunk) [Restructuring, Impairment and Related Charges](index=30&type=section&id=Restructuring,%20Impairment%20and%20Related%20Charges) The company incurred substantial restructuring and impairment charges related to severance, asset write-downs, and consulting fees **Restructuring, Impairment and Related Charges (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Restructuring, impairment and related charges | $5,248 | $0 | $27,912 | $0 | - Charges include **$12,453,000 for severance**, **$7,759,000 for fixed asset impairment**, and **$4,083,000 for ROU asset impairment** for the six months ended June 27, 2025[98](index=98&type=chunk) - The restructuring effort was **substantially completed** as of June 27, 2025[98](index=98&type=chunk) [Other Income (Expense), Net](index=30&type=section&id=Other%20Income%20(Expense),%20Net) Other income increased significantly, shifting from an expense to income, primarily due to favorable foreign exchange gains **Other Income (Expense), Net (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Other income (expense), net | $4,049 | $(1,564) | $6,964 | $(1,494) | - The increase in other income (expense), net, was primarily due to **higher foreign exchange gains**[100](index=100&type=chunk) [Income Taxes](index=30&type=section&id=Income%20Taxes) The company recorded an income tax benefit as a result of its pre-tax loss, with the effective rate influenced by foreign taxes **Income Tax Provision (Benefit) (in thousands)** | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--- | :--- | :--- | :--- | :--- | | Income (benefit) tax provision | $(9,103) | $2,955 | $(9,378) | $4,083 | | Effective tax rate | 35.1% | 28.6% | 11.7% | 50.3% | - The effective tax rates differ from the U.S. federal statutory rate of **21%** primarily due to income tax expense generated in foreign jurisdictions[102](index=102&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity position weakened with a decrease in working capital, though cash increased from the maturity of investments - Principal sources of liquidity are cash, cash equivalents, investments, and operating cash flow, believed to be **sufficient for at least 12 months**[104](index=104&type=chunk) **Liquidity Position (in thousands)** | Metric | June 27, 2025 | December 27, 2024 | Change (2025 vs. 2024) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $167,131 | $144,159 | $22,972 | | Investments available for sale | $22,752 | $86,335 | $(63,583) | | **Total** | **$189,883** | **$230,494** | **$(40,611)** | | Working capital | $233,564 | $297,634 | $(64,070) | - Net cash used in operating activities was **$32.98 million** for the six months ended June 27, 2025, compared to net cash provided of **$11.27 million** in the prior year[105](index=105&type=chunk) - Net cash provided by investing activities was **$60.47 million** for the six months ended June 27, 2025, mainly from proceeds from maturities of investments[106](index=106&type=chunk) [Commitments](index=34&type=section&id=Commitments) Certain executive officers have employment agreements with change-in-control and severance provisions - The Company's CEO and certain officers have employment agreements with provisions for compensation upon a **'change in control'** or termination **'without cause'**[109](index=109&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=34&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) There have been no material changes in the company's market risk disclosures since the last annual report - **No material changes** in the Company's qualitative and quantitative market risk since the disclosure in the Annual Report on Form 10-K for the year ended December 27, 2024[110](index=110&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=34&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of June 27, 2025[111](index=111&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[113](index=113&type=chunk) PART II – OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in routine legal proceedings not expected to materially impact its financial condition or operations - The Company is involved in various legal proceedings and other matters arising in the normal course of business[114](index=114&type=chunk) - Management 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[114](index=114&type=chunk) [ITEM 1A. RISK FACTORS](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) New risks related to the proposed Alcon acquisition include potential business disruption and the uncertainty of the merger's completion - The announcement and pendency of the proposed acquisition by Alcon could **adversely impact** the Company's business, financial condition, and results of operations[116](index=116&type=chunk) - Risks include impairment of ability to **attract/retain employees**, difficulties maintaining customer/supplier relationships, and diversion of management time[119](index=119&type=chunk) - Completion of the Merger is subject to closing conditions, including **stockholder and regulatory approvals** (Hart-Scott-Rodino, China, Japan)[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) - If the Merger Agreement is terminated, the Company may be required to pay Alcon a termination fee of up to **$43.4 million**[122](index=122&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company repurchased 260,515 shares for $4.5 million as part of its $30 million share repurchase program - The Company purchased **260,515 shares** for an aggregate of **$4.5 million** during the quarter ended June 27, 2025[128](index=128&type=chunk) - These repurchases were part of a share repurchase program authorized in May 2025 for up to **$30 million** of outstanding common stock[128](index=128&type=chunk) - As of June 27, 2025, approximately **$25.5 million remained available** for repurchases under the program[128](index=128&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not Applicable[129](index=129&type=chunk) [ITEM 5. OTHER INFORMATION](index=38&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No director or officer adopted or terminated any **Rule 10b5-1 trading plans** or non-Rule 10b5-1 trading arrangements during the quarter ended June 27, 2025[131](index=131&type=chunk) [ITEM 6. EXHIBITS](index=39&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including the Merger Agreement and required certifications - Exhibit 2.1 is the **Agreement and Plan of Merger**, dated August 4, 2025, by and among STAAR Surgical Company, Alcon Research, LLC and Rascasse Merger Sub, Inc[132](index=132&type=chunk) - Includes certifications pursuant to **Rule 13a-14(a)** of the Securities Exchange Act of 1934 and **18 U.S.C. Section 1350**[132](index=132&type=chunk) - Financial statements from the quarterly report are formatted in **Inline Extensible Business Reporting Language (iXBRL)**[132](index=132&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) The report is officially signed by the Chief Financial Officer on behalf of the company - The report was signed by **Deborah Andrews, Chief Financial Officer**, on August 6, 2025[137](index=137&type=chunk)

[Second Quarter 2025 Financial Overview](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Overview) STAAR Surgical's Q2 2025 saw a significant net sales decline, net loss, and adjusted EBITDA loss, alongside a share repurchase program and news of a pending acquisition [Second Quarter 2025 Key Financial Results](index=1&type=section&id=Second%20Quarter%202025%20Key%20Financial%20Results) STAAR Surgical's Q2 2025 net sales fell 55% to $44.3 million, driven by China inventory adjustments, leading to a $16.8 million net loss and a $14.9 million adjusted EBITDA loss Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------------------- | :-------- | :-------- | :-------- | | **Net Sales** | $44.3M | $99.0M | $42.6M | | **Net Sales (Excluding China)** | $39.0M | - | - | | **Gross Margin** | 74.0% | 79.2% | 65.8% | | **Net Income (Loss)** | $(16.8)M | $7.4M | $(54.2)M | | **Net Income (Loss) Per Share** | $(0.34) | $0.15 | $(1.10) | | **Adjusted EBITDA (Loss)** | $(14.9)M | $22.5M | $(26.4)M | | **Adjusted EBITDA (Loss) Per Share** | $(0.30) | $0.45 | $(0.53) | - Net sales decreased by **55% year-over-year**, primarily because distributors in the China market opted to utilize existing inventory to meet demand, resulting in minimal purchases this quarter[4](index=4&type=chunk) - Gross margin decreased year-over-year due to lower sales volume, but it increased compared to Q1 2025[5](index=5&type=chunk)[7](index=7&type=chunk) - Total operating expenses decreased year-over-year, benefiting from ongoing cost optimization initiatives, with reductions in general and administrative, selling and marketing, and research and development expenses[6](index=6&type=chunk) - Restructuring, impairment, and related charges of **$5.2 million** were incurred this quarter, primarily for severance related to leadership structure adjustments and cost control plans, as well as impairment of fixed assets and operating leases[8](index=8&type=chunk) [Cash and Investments](index=2&type=section&id=Cash%20and%20Investments) As of June 27, 2025, the company's total cash, cash equivalents, and available-for-sale investments amounted to **$189.9 million**, a decrease from the end of Q1 2025, with no outstanding debt Cash, Cash Equivalents, and Investments | Metric | June 27, 2025 | End of Q1 2025 | | :----------------------- | :-------------- | :--------------- | | Cash, Cash Equivalents, and Investments | $189.9M | $222.8M | | Outstanding Debt | None | None | [Share Repurchase Program](index=2&type=section&id=Share%20Repurchase%20Program) In Q2 2025, the company repurchased approximately **261,000 common shares** for a total cost of **$4.5 million** at an average price of **$17.17 per share**, with **$25.5 million** remaining under the **$30 million** repurchase program as of June 27 Share Repurchase Details | Metric | Details | | :------------------- | :---------------- | | Shares Repurchased (Q2 2025) | Approx. 261,000 shares | | Total Cost (Q2 2025) | Approx. $4.5M | | Average Purchase Price | $17.17/share | | Remaining Authorized Amount | Approx. $25.5M | | Cumulative Repurchases as of August 1 | 376,000 shares | | Cumulative Cost as of August 1 | $6.5M | [Pending Acquisition and Conference Call](index=2&type=section&id=Pending%20Acquisition%20and%20Conference%20Call) STAAR Surgical will not host a Q2 2025 earnings conference call due to its pending acquisition by Alcon Inc - The company canceled its Q2 earnings conference call due to its pending acquisition by Alcon Inc[10](index=10&type=chunk) [Use of Non-GAAP Financial Measures](index=2&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) The company utilizes non-GAAP financial measures, including Adjusted EBITDA and constant currency reporting, to provide a clearer view of core operational performance [Adjusted EBITDA Definition and Rationale](index=2&type=section&id=Adjusted%20EBITDA%20Definition%20and%20Rationale) The company uses Adjusted EBITDA as a non-GAAP financial measure to assess operational performance and core business trends, further excluding stock-based compensation and restructuring, impairment, and related charges from EBITDA, as these expenses do not directly reflect underlying business performance and can be highly variable - EBITDA is calculated by adding back net interest income/expense, income tax provision, depreciation, and amortization to net income[13](index=13&type=chunk) - Adjusted EBITDA further excludes stock-based compensation expense and restructuring, impairment, and related charges to provide a more consistent analysis of core business operating performance[13](index=13&type=chunk)[14](index=14&type=chunk) - Stock-based compensation expense is excluded as it is a non-cash expense, and its amount may not directly relate to the underlying performance of the business and can fluctuate significantly based on timing, size, and nature of awards[13](index=13&type=chunk)[14](index=14&type=chunk) - Restructuring, impairment, and related charges are excluded because they do not represent the company's underlying operating expense profile and are expected to be completed within a finite period, with amounts that can fluctuate significantly[14](index=14&type=chunk) [Constant Currency Reporting](index=3&type=section&id=Constant%20Currency%20Reporting) The company uses constant currency reporting for certain financial information to exclude the impact of foreign exchange fluctuations, enabling more accurate period-over-period performance comparisons, given its significant international operations and the potential for exchange rate volatility to materially affect USD-reported results - Constant currency reporting aims to exclude the impact of foreign exchange fluctuations for more accurate period-over-period performance comparisons[15](index=15&type=chunk) - The company conducts significant business outside the U.S., with sales revenue and expenses primarily denominated in U.S. Dollars, Swiss Francs, Japanese Yen, and Euros, where exchange rate fluctuations can materially impact results[15](index=15&type=chunk) [About STAAR Surgical](index=3&type=section&id=About%20STAAR%20Surgical) STAAR Surgical is a global leader in phakic intraocular lenses, specializing in ophthalmic surgery for 30 years, designing, developing, manufacturing, and marketing the advanced EVO ICL™ product line, with over 3 million ICLs sold in more than 75 countries worldwide - STAAR Surgical is a global leader in phakic intraocular lenses, providing vision correction solutions[17](index=17&type=chunk) - The company has focused on ophthalmic surgery since 1982, designing, developing, manufacturing, and marketing advanced implantable Collamer® lenses (ICLs) for **30 years**[17](index=17&type=chunk) - The EVO ICL™ product line offers safe, long-term vision correction without removing corneal tissue or the natural crystalline lens, with over **3 million ICLs** sold in more than **75 countries** worldwide[17](index=17&type=chunk) [Investor Information and Forward-Looking Statements](index=4&type=section&id=Investor%20Information%20and%20Forward-Looking%20Statements) This section outlines investor communication channels and provides a disclaimer regarding forward-looking statements, highlighting inherent risks and uncertainties [Investor Relations](index=4&type=section&id=Investor%20Relations) The company discloses important non-public information and fulfills Regulation FD disclosure obligations via its investor relations website (investors.staar.com), encouraging investors to monitor the site for the latest updates - The company uses its investor relations website (investors.staar.com) as a means of disclosing material non-public information and complying with its Regulation FD obligations[18](index=18&type=chunk) [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) This press release contains forward-looking statements involving known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially, including but not limited to growth capabilities, reliance on international distributors, China's economic slowdown, global economic conditions, supply chain disruptions, exchange rate fluctuations, and risks related to the pending acquisition by Alcon Inc - Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from expectations[19](index=19&type=chunk) - Key risks include: growth and profitability, reliance on international distributors, China's economic slowdown, global economic conditions, supply chain disruptions, foreign exchange fluctuations, international trade disputes, tax rate changes, use of key manufacturing facilities, competition, product liability claims, environmental liability, data security, acquisition of new technologies, climate change, product adoption, R&D investments, government regulatory compliance, regulatory discretion, product recalls or failures, and risks related to the pending acquisition by Alcon Inc[19](index=19&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law[20](index=20&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's consolidated balance sheets, statements of operations, and cash flows, reflecting its financial position and performance [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 27, 2025, the company's total assets were **$437.8 million**, a decrease from **$509.5 million** on December 27, 2024, with corresponding reductions in total liabilities and total stockholders' equity Consolidated Balance Sheets Summary (in Thousands of USD) | Metric | June 27, 2025 | December 27, 2024 | | :-------------------------- | :-------------- | :--------------- | | **Assets:** | | | | Cash and Cash Equivalents | $167,131 | $144,159 | | Available-for-Sale Investments | $22,752 | $86,335 | | Accounts Receivable, Net | $34,440 | $77,897 | | Inventories, Net | $53,107 | $43,305 | | Total Current Assets | $292,792 | $367,940 | | Property, Plant and Equipment, Net | $74,417 | $84,889 | | Total Assets | $437,781 | $509,524 | | **Liabilities and Stockholders' Equity:** | | | | Total Current Liabilities | $59,228 | $70,306 | | Total Liabilities | $101,208 | $112,189 | | Total Stockholders' Equity | $336,573 | $397,335 | | Total Liabilities and Stockholders' Equity | $437,781 | $509,524 | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) In Q2 2025, the company reported **$44.3 million** in net sales, **$32.8 million** in gross profit, an operating loss of **$30.0 million**, a net loss of **$16.8 million**, and a diluted loss per share of **$0.34**, reflecting significant year-over-year declines in both sales and profitability Consolidated Statements of Operations Summary (in Thousands of USD, except per share data) | Metric | Q2 2025 | Q2 2024 | Y-o-Y Change (%) | | :-------------------------- | :-------------- | :-------------- | :------------ | | Net Sales | $44,320 | $99,005 | (55.2)% | | Cost of Sales | $11,521 | $20,593 | 44.1% | | Gross Profit | $32,799 | $78,412 | (58.2)% | | Selling, General and Administrative Expenses | $57,515 | $66,514 | 13.5% | | Restructuring, Impairment and Related Charges | $5,248 | $0 | 0.0% | | Total Operating Expenses | $62,763 | $66,514 | 5.6% | | Operating Income (Loss) | $(29,964) | $11,898 | (351.8)% | | Other Income (Expense), Net | $4,049 | $(1,564) | 358.9% | | Income (Loss) Before Income Taxes | $(25,915) | $10,334 | (350.8)% | | Income Tax Provision (Benefit) | $(9,103) | $2,955 | 408.1% | | Net Income (Loss) | $(16,812) | $7,379 | (327.8)% | | Diluted Net Income (Loss) Per Share | $(0.34) | $0.15 | - | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q2 2025, cash outflow from operating activities was **$27.2 million**, cash inflow from investing activities was **$25.1 million**, and cash outflow from financing activities was **$4.5 million**, with cash and cash equivalents totaling **$167.1 million** at period-end Consolidated Statements of Cash Flows Summary (in Thousands of USD) | Cash Flow Type | Q2 2025 | Q2 2024 | | :----------------------- | :-------------- | :-------------- | | Net Cash from Operating Activities | $(27,249) | $(10,413) | | Net Cash from Investing Activities | $25,120 | $(20,668) | | Net Cash from Financing Activities | $(4,540) | $163 | | Effect of Exchange Rate Changes | $686 | $(330) | | Net Increase (Decrease) in Cash and Cash Equivalents | $(5,983) | $(31,248) | | Cash and Cash Equivalents at End of Period | $167,131 | $192,776 | [Supplementary Financial Data](index=9&type=section&id=Supplementary%20Financial%20Data) This section provides additional financial details, including a reconciliation of GAAP net income to non-GAAP Adjusted EBITDA and a breakdown of sales by geographic region [Reconciliation of Net Income to Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) The company provides a reconciliation of GAAP net income to non-GAAP Adjusted EBITDA, detailing adjustments for income taxes, other income/expense, depreciation, restructuring/impairment charges, and stock-based compensation expense Reconciliation of Net Income to Adjusted EBITDA (in Thousands of USD) | Metric | Q2 2025 | Q2 2024 | | :-------------------------- | :-------------- | :-------------- | | Net Income (Loss) | $(16,812) | $7,379 | | Income Tax Provision (Benefit) | $(9,103) | $2,955 | | Other Income (Expense), Net | $(4,049) | $1,564 | | Depreciation | $1,975 | $1,522 | | Restructuring, Impairment and Related Charges | $5,248 | $0 | | Stock-Based Compensation Expense | $7,802 | $9,042 | | **Adjusted EBITDA** | **$(14,939)** | **$22,480** | | Adjusted EBITDA as % of Sales | (33.7)% | 22.7% | | Diluted Adjusted EBITDA Per Share | $(0.30) | $0.45 | [Sales by Geography and Country](index=10&type=section&id=Sales%20by%20Geography%20and%20Country) In Q2 2025, global sales decreased by **55% year-over-year**, primarily due to a significant decline in Asia Pacific sales, especially China; while Americas and EMEA regions both achieved double-digit growth, China sales fell **92% year-over-year**, and global sales excluding China grew **10%** Sales and Growth by Region (in Thousands of USD) | Region | Q2 2025 Sales | Q2 2024 Sales | Y-o-Y Growth Rate | | :----- | :------------------- | :------------------- | :--------- | | Americas | $7,307 | $6,656 | 10% | | EMEA | $11,436 | $10,316 | 11% | | Asia Pacific | $25,577 | $82,033 | (69)% | | **Global Sales** | **$44,320** | **$99,005** | **(55)%** | | **Global ICL Unit Growth** | - | - | (63)% | Sales and Growth by Key Country (in Thousands of USD) | Country | Q2 2025 Sales | Q2 2024 Sales | Y-o-Y Growth Rate | | :------- | :------------------- | :------------------- | :--------- | | China | $5,299 | $63,519 | (92)% | | Japan | $10,915 | $9,887 | 10% | | South Korea | $4,293 | $3,924 | 9% | | United States | $5,635 | $5,399 | 4% | - Global sales (excluding China) reached **$39.021 million** in Q2 2025, representing a **10% year-over-year increase**[31](index=31&type=chunk) [Reconciliation of Constant Currency Sales](index=11&type=section&id=Reconciliation%20of%20Constant%20Currency%20Sales) The company provides a reconciliation of total sales at reported and constant currency rates, illustrating the negative impact of foreign exchange fluctuations, which reduced Q2 2025 sales by **$1.2 million** Constant Currency Sales Reconciliation (in Thousands of USD) | Metric | Q2 2025 (Reported) | FX Impact | Q2 2025 (Constant Currency) | Q2 2024 | | :---------- | :-------------------- | :--------- | :-------------------------- | :-------------- | | Total Sales | $44,320 | $(1,199) | $43,121 | $99,005 | | Y-o-Y Change (%) | (55.2)% | - | (56.4)% | - | - Foreign exchange rate changes had a negative impact of **$1.199 million** on total sales in Q2 2025[32](index=32&type=chunk)

Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into potential breaches of fiduciary duties by the board members of STAAR Surgical Company regarding the proposed sale to Alcon, which may undervalue the company’s shares [1][2]. Company Overview - STAAR Surgical has entered into a definitive merger agreement with Alcon, where shareholders will receive $28.00 in cash per share [5]. - The merger consideration is significantly lower than STAAR Surgical's 52-week high of $41.00 per share, despite positive projections for the company's sales and revenue growth from Wall Street analysts [5]. Legal Context - Johnson Fistel, PLLP is a recognized shareholder rights law firm that represents both individual and institutional investors in derivative and class action lawsuits [2][3]. - The firm has a history of recovering substantial amounts for clients, having secured approximately $90.7 million in previous cases [3].

The sale price is well below the 52-week high of $41.00 per share, thus suggesting an opportunistic purchase by Alcon. MONSEY, N.Y., Aug. 05, 2025 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed sale of STAAR Surgical Company (Nasdaq: STAA) ("STAAR") to Alcon, Inc. ("Alcon") for $28.00 per share in cash. The sale price is well below the 52-week high of $41.00 per share, thus suggesting an opportunistic purchase by Alcon. Additionally, as further detailed ...

MILWAUKEE, Aug. 5, 2025 /PRNewswire/ -- The Ademi Firm is investigating STAAR (NASDAQ: STAA) for possible breaches of fiduciary duty and other violations of law in its transaction with Alcon Inc. Click here to learn how to join our investigation and obtain additional information or contact us at [email protected] or toll-free: 866-264-3995. There is no cost or obligation to you. In the transaction, shareholders of STAAR will receive $28 per share in cash, valuing the transaction at approximately $1.5 billio ...

Summary of the Conference Call on the Refractive Market Industry Overview - The refractive market, valued at $1.8 billion, includes equipment and consumables for surgical procedures treating myopia (nearsightedness) [2][13] - Key players in this market include Carl Zeiss, Alcon, Johnson & Johnson, and STAAR Surgical, with refractive surgery representing 20-25% of Zeiss' total revenues and a significant share of EBITA due to high margins [2][13] Market Dynamics - The market is expected to grow at a high mid-single-digit CAGR through 2029, driven by increasing myopia prevalence and a shift towards higher-priced procedures [3][21] - By 2050, approximately 50% of the global population is projected to have myopia, up from 35% today, with high myopia increasing from 5.5% to 10% [3][21] - China is the largest market, accounting for over half of global procedures, while the U.S. and Europe each represent around 15% [4][26] Competitive Landscape - The refractive market is characterized as an oligopoly, with the top four players controlling about 90% of the market [5][13] - Zeiss holds a monopoly on lenticule extraction procedures in the U.S. and China, while STAAR is dominant in phakic lenses [5][36] - Brand awareness and familiarity with procedures significantly influence patient choices, especially in China, where myopia is culturally viewed as a disease [4][31] Company-Specific Insights Carl Zeiss - Carl Zeiss Meditec is the leading player in the refractive market with an estimated market share of 32% [36] - The company’s refractive business constitutes about 22% of total revenues, with a gross margin of approximately 80% [2][35] - Recent challenges include a 30% cut in EBIT guidance due to a weak market in 2023/24, but the stock has rebounded by 30% from its January 2025 low [2][13] Alcon - Alcon generates about 3% of its revenues from refractive surgery, having entered the market through acquisitions [41][42] - The company has introduced advanced technologies like WaveLight Plus for personalized LASIK treatment [42] Johnson & Johnson - Johnson & Johnson's refractive business generates approximately $300 million, less than 1% of total revenues [44][45] - The company has developed the iLASIK technology suite and is expanding its offerings with the ELITA femtosecond laser [45] STAAR Surgical - STAAR focuses exclusively on implantable lenses for myopia treatment, with nearly 100% of its revenue derived from this segment [49][50] - The company has sold over three million ICLs worldwide, highlighting its strong market position [51] Bausch & Lomb - Bausch & Lomb's refractive sales are estimated to be less than 1% of total sales, with a focus on cataract and refractive surgery [54][55] Investment Implications - Carl Zeiss and Alcon are rated as Outperform with price targets of €74.00 and CHF 91.20, respectively [7][13] - Johnson & Johnson is rated as Market-Perform with a price target of $159.00 [7] Key Risks and Considerations - The emergence of local competitors in China poses a risk, although brand loyalty and awareness may mitigate this threat [4][26] - The U.S. market has seen sluggish growth due to negative perceptions around LASIK and a decline in procedure volumes [4][26] Conclusion - The refractive market is poised for growth driven by increasing myopia rates and a shift towards advanced surgical procedures, with key players like Carl Zeiss and Alcon leading the charge. However, challenges remain, particularly in the U.S. market and from local competition in China.