You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (SEC) on February 28, 2022.

This report contains forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements are based on management's current expectations, assumptions, estimates and beliefs and involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. You should refer to the "Risk Factors" section of this report for a discussion of important factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this report will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

We are an ophthalmic medical technology and pharmaceutical company focused on developing novel therapies for the treatment of glaucoma, corneal disorders, and retinal disease. We first developed Micro-Invasive Glaucoma Surgery (MIGS) as an alternative to the traditional glaucoma treatment paradigm, launching our first MIGS device commercially in 2012, and continue to develop a portfolio of technologically distinct and leverageable platforms to support ongoing pharmaceutical and medical device innovations. Products or product candidates for each of these platforms are designed to advance the standard of care through better treatment options across the areas of glaucoma, corneal disorders such as keratoconus, dry eye and refractive vision correction, and retinal diseases such as neovascular age-related macular degeneration (AMD), diabetic macular edema (DME), and retinal vein occlusion (RVO).

Impact of COVID-19 Pandemic and Macroeconomic Environment

While the COVID-19 pandemic and subsequent economic slowdown materially impacted the global demand for our products, we have seen a general return toward more normalized levels for cataract and keratoconus procedures, with periodic volatility in certain geographies in which we operate, through June 30, 2022. While vaccines have become widely available in certain countries, and businesses and economies have reopened, the status of global economic recovery remains uncertain and unpredictable and will continue to be impacted by developments in the pandemic including any subsequent waves of outbreak or new variant strains of the COVID-19 virus which may require re-closures or other preventative measures. The COVID-19 pandemic may also have long-term effects on the nature of the office environment and remote working, which may present risks for the Company's strategy, operations, talent recruiting and retention, and workplace culture. Additionally, the COVID-19 pandemic has led to widespread staffing shortages, including in ambulatory surgery centers, which has and may continue to impact elective procedures. Further, the U.S. and global financial markets have recently experienced volatility, which has led to disruptions to commerce and pricing stability, impacting foreign exchange rates and causing inflation globally. It is uncertain what the long-term impact of these economic pressures may have on our business.



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Additionally, some of our vendors are continuing to experience supply challenges, both in the acquisition of raw materials as well as due to labor shortages and disruption. As a result of these supply chain challenges and due to current inflationary pressures, we have experienced higher costs for certain components and raw materials. We expect these supply challenges may continue for the remainder of 2022. These challenges have led to longer lead times for, and delays and partial or unfulfilled deliveries of certain components needed for the manufacture of our products, in some cases requiring us to find second sources for materials. If these delays and partial or unfulfilled deliveries persist, they could impact our ability to ship some of our products to our customers, or bring some of our pipeline products to market, in a timely manner.

For additional information, see the section titled Risks Related to Our Business within Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

Financial Overview

The most important financial indicators that we use to assess our business are net sales, gross margin, operating expenses, and cash on hand.



                         Three Months Ended             Six Months Ended
                      June 30,       June 30,        June 30,     June 30,
                         2022          2021            2022          2021
Net sales             $   72,685    $    78,093    $   140,366    $  146,061
Gross margin                  75 %           77 %           75 %          76 %
Operating expenses    $   91,612    $    74,556    $   132,438    $  137,696


                                                         June 30,       December 31,
                                                            2022            2021

Cash, cash equivalents, short-term investments and restricted cash

$   400,318    $       423,467

Please see Results of Operations and Liquidity and Capital Resources below for a detailed discussion of each of the above items, including an analysis of the fluctuations in such items year-over-year.

We incurred net losses for the three months ended June 30, 2022 and June 30, 2021 of $45.5 million and $17.5 million, respectively. We incurred net losses for the six months ended June 30, 2022 and June 30, 2021 of $40.2 million and $34.0 million, respectively. As of June 30, 2022, we had an accumulated deficit of $405.4 million.



Recent Developments

iStent infinite

On August 2, 2022, we received 510(k) clearance from the U.S. Food & Drug Administration (FDA) of the iStent infinite product, an implantable device intended to reduce the intraocular pressure of the eye. It is indicated for use in adult patients with primary open-angle glaucoma in whom previous medical and surgical treatment has failed. We plan on a commercial launch of this product in the second half of 2022.

iVeena Exclusive License Agreement

Effective June 9, 2022, we entered into an Exclusive License Agreement (iVeena License Agreement) with iVeena Delivery Systems, Inc. (iVeena), pursuant to which iVeena granted us an exclusive, worldwide license to manufacture and sell products incorporating certain of iVeena's owned or controlled technologies, including certain chemical compositions, that may be utilized for the treatment of keratoconus. Pursuant to the terms of the License Agreement, we made a one-time upfront payment to iVeena of $10.0 million. We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business. We may have ongoing milestone and royalty payment obligations depending on the success of the development, approval and commercialization of the proprietary technologies.

U.S. reimbursement rates

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In July 2022, CMS published its proposed 2023 Medicare physician fee and facility fee payment rates (2023 Proposed Rules), which did not materially modify the established 2022 Final Rules, including the facility fee payment rates, in both hospital and ambulatory surgery center settings, for standalone insertion of an aqueous drainage device, such as our iStent infinite product.

U.S. PRESERFLO® Microshunt®

On April 14, 2022, the U.S. Food & Drug Administration (FDA) completed its review for the PRESERFLO® MicroShunt® (Preserflo Microshunt) Pre-Market Approval submission and notified InnFocus, Inc, a Santen company of a Non-Approvable determination. We are the exclusive licensee of the Preserflo MicroShunt in the U.S. and we are evaluating alternate regulatory pathways for approval.

Factors Affecting Our Performance

The United States (U.S.) Centers for Medicare & Medicaid Services (CMS) final rules for 2022 Medicare physician fee payment rates and 2022 Medicare facility fee payment rates for services furnished in both the ambulatory surgery center and hospital outpatient settings (Final Rules) took effect January 1, 2022. Compared to the reimbursement rates in effect for 2021, the Final Rules contained a significantly lower physician fee related to the implantation of trabecular bypass stents, such as our iStent family of products, in conjunction with cataract surgery. Conversely, the facility fee schedule related to surgeries that include implantation of trabecular bypass stents, such as our iStent family of products, in conjunction with cataract surgery, slightly decreased reimbursements to an ambulatory surgery center and increased reimbursements to a hospital. We estimate that approximately 80% of procedures utilizing our trabecular micro-bypass technologies in the U.S. are performed in the ambulatory surgery center setting and the remaining estimated 20% of procedures are performed in the hospital. The reduction of the physician fee had an impact on procedural iStent family product volumes in the first two quarters of 2022, in conjunction with cataract surgery, which we expect will continue for the remainder of 2022, affecting our U.S. combo-cataract Glaucoma revenues, gross profit, and net loss, the full extent of which is not known at this time.

We expect our results of operations for the remainder of 2022 and our near-term performance to reflect increasing competitive dynamics, the impact of the reduced physician fee reimbursement rates contained in the CMS final rules and the continuing disruption resulting from COVID-19 and the macroeconomic environment, each as discussed above, the full effects of which are difficult to predict at this time. In addition to the foregoing factors, our operations to date have been, and we believe our future growth will be, impacted by the following:

the rate at which we expand our global sales and marketing infrastructure, and

? the speed at which we can continue increasing awareness of our products to

patients and physicians;

? our ability to timely satisfy the requirements set by regulatory authorities

for approval of new products and approved indications for use;

future coverage and reimbursement rates set by CMS, third-party payors and

? foreign regulatory authorities for the procedures using our products, as well

as uncertainty associated therewith;

our industry is highly competitive and subject to rapid and profound

? technological, market and product-related changes. Our success depends, in

part, upon our ability to maintain a competitive position in the development of

new products for the treatment of chronic eye diseases;

publications of clinical results by us, our competitors and other third parties

? can have a significant influence on whether, and the degree to which, our

products are used by physicians and the procedures and treatments those

physicians choose to administer to their patients;

the physicians who use our products may not perform procedures during certain

? times of the year, due to seasonality patterns typical for certain of our

procedures, or when they are away from their practices for various reasons;

our ability to realize commercialized products from the licensing and

? distribution arrangements and other partnerships into which we have entered and

will in the future enter; and

the impact of fluctuations in foreign currency exchange rates, as most of our

? sales internationally are denominated in the local currency of the country in

which we sell our products.

Further, we have made and expect to continue to make significant investments in our global sales force, marketing programs, research and development (R&D) activities, clinical studies, and general and administrative infrastructure. FDA-approved investigational device exemption (IDE) or investigational new drug (IND) studies and



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new product development programs in our industry are expensive. Our operating expenses have increased significantly following our acquisition of Avedro, and we have also incurred additional construction costs related to our new facility in Aliso Viejo, California (Aliso Facility), as well as expansions of our existing facilities in San Clemente, California and Burlington, Massachusetts.

Although we have been profitable for certain periods in our operating history, there can be no assurance that we will be profitable or generate cash from operations in the future.

Components of Results of Operations

Net Sales

We currently operate in one reportable segment and net sales are generated primarily from sales of iStent products and sales of Photrexa and other associated drug formulations, as well as our proprietary bioactivation systems, to customers, and royalty income. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services.

We sell the majority of our products through a direct sales organization in the United States. Internationally, we sell our products primarily through direct sales subsidiaries in seventeen countries and through independent distributors in certain countries in which we do not have a direct presence or maintain a modest commercial presence. The primary end-user customers for our products are surgery centers, hospitals and physician private practices.

While net sales may increase as we expand our global sales and marketing infrastructure and continue to increase awareness of our products by expanding our sales base and increasing our marketing efforts, historically our net sales within a fiscal year have been impacted seasonally, as demand for U.S. ophthalmic procedures is typically softer in the first quarter and stronger in the fourth quarter of a given year. However, we did not experience the same seasonality pattern in 2021 due in part to the COVID-19 pandemic and its effect on our commercial performance may continue into future reporting periods. We also believe the 2022 CMS physician fee and facility fee rate decreases, which were finalized in the fourth quarter of 2021, have disrupted traditional customer ordering patterns and have resulted in our customers' trialing of competitive products, causing reduced U.S. Glaucoma sales volumes during the first two quarters of 2022. Additionally, unfavorable foreign exchange rates and global COVID dynamics in certain geographies in which we operate have negatively impacted our sales during the six months ended June 30, 2022. Also, for several years we had commercialized our products in the U.S. with few or no direct competitors. Other products have now become available in the U.S. and globally, or are in development by third parties, that have entered or could enter the market and which may affect adoption of or demand for our products. These other products could achieve greater commercial acceptance or demonstrate better safety or effectiveness, clinical results, ease of use or lower costs than our products, which could adversely impact our net sales.

Cost of Sales

Cost of sales reflects the aggregate costs to manufacture our products and includes raw material costs, labor costs, manufacturing overhead expenses and the effect of changes in the balance of reserves for excess and obsolete inventory.

We manufacture our iStent products at our facility in San Clemente, California using components manufactured by third parties. We manufacture our KXL systems at our manufacturing facilities in Burlington, Massachusetts and we contract with third-party manufacturers in the U.S. and Germany to produce our Photrexa and other associated drug formulations. We currently intend to maintain our manufacturing facilities at our San Clemente and Burlington locations for the foreseeable future.

Due to the relatively low production volumes of our iStent products and our KXL systems compared to our potential capacity for those products, a significant portion of our per unit costs is comprised of manufacturing overhead expenses. These expenses include quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management.

Cost of sales includes a charge equal to a low single-digit percentage of worldwide net sales of certain current and future products, including our iStent products, with a required minimum annual payment of $0.5 million, which amount became payable to the Regents of the University of California (the University) in connection with our December 2014 agreement with the University related to a group of our U.S. patents (the Patent Rights). This ongoing product



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payment obligation will change as patent coverage on certain products begin to lapse and will terminate entirely on the date the last of the Patent Rights expires, which is currently expected to be in the fourth quarter of 2022.

Cost of sales has included amortization of the $252.2 million developed technology intangible assets. For each of the three and six months ended June 30, 2022 and June 30, 2021, the amortization expense was $5.5 million and $11.0 million, respectively.

Our future gross profit as a percentage of net sales, or gross margin, will be impacted by numerous factors including commencement of sales of products in our pipeline, or any other future products, which may have higher product costs. Our gross margin will also be affected by manufacturing or supply chain inefficiencies that we may experience as we attempt to manufacture our products on a larger scale, manufacture new products and change our manufacturing capacity or output. Additionally, our gross margin will continue to be affected by royalty expenses on current or future products associated with various licensing agreements. Our gross margin in future periods may also be impacted by other factors adversely affecting our net sales in future periods, including the impact of the COVID-19 pandemic and any related supply chain issues, the current macroeconomic environment, including inflationary pressures and the resulting increase in costs, and the impact of the reductions on payment rates for certain of our products and related services as a result of the CMS Final Rules.

Selling, General and Administrative

Our selling, general and administrative (SG&A) expenses primarily consist of personnel-related expenses, including salaries, sales commissions, bonuses, fringe benefits and stock-based compensation for our executive, financial, marketing, sales, and administrative functions. Other significant SG&A expenses include marketing programs; advertising; post-approval clinical studies; conferences and congresses; travel expenses; costs associated with obtaining and maintaining our patent portfolio; professional fees for accounting, auditing, consulting and legal services; costs associated with our global enterprise systems; and allocated facility expenses.

We expect SG&A expenses to continue to grow as we increase our global sales and marketing infrastructure and general administration infrastructure. We also expect other nonemployee-related costs, including sales and marketing program activities for new products, outside services and accounting and general legal costs to increase as our overall operations grow. The timing of these increased expenditures and their magnitude are primarily dependent on the commercial success and sales growth of our products, as well as on the timing of any new product launches and other potential business and operational activities.

Research and Development

Our R&D activities primarily consist of new product development projects, pre-clinical studies, IDE and IND studies, and other clinical trials. Our R&D expenses primarily consist of personnel-related expenses, including salaries, fringe benefits and stock-based compensation for our R&D employees; research materials; supplies and services; in-licenses, including event-based milestones; and the costs of conducting clinical studies, which include payments to investigational sites and investigators, clinical research organizations, consultants, and other outside technical services and the costs of materials, supplies and travel. We expense R&D costs as incurred. We expect our R&D expenses to continue to increase as we initiate and advance our development programs, including our expanding surgical, pharmaceutical and intraocular sensor development efforts and clinical trials across glaucoma, retinal disease and corneal health.

Completion dates and costs for our clinical development programs include seeking regulatory approvals and our research programs vary significantly for each current and future product candidate and are difficult to predict. As a result, while we expect our R&D costs to continue to increase for the foreseeable future, we cannot estimate with any degree of certainty the costs we will incur in connection with the development of our product candidates. We anticipate we will make determinations as to which programs and product candidates to pursue and how much funding to direct to each program and product candidate on an ongoing basis in response to the scientific success of early research programs, results of ongoing and future clinical trials, as well as ongoing assessments as to each current or future product candidate's commercial potential and our likelihood of obtaining necessary regulatory approvals. We are not currently able to fully track expenses by product candidate.



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In-process Research and Development

Our in-process research and development (IPR&D) expenses relate to our exclusive licensing agreement with iVeena and the amendment of our exclusive licensing agreement with Intratus, Inc. Upfront payments of $10.0 million and $5.0 million were made in connection with each of these agreements, respectively, and were expensed to IPR&D as management determined there were no alternative future uses for the technology acquired.

Litigation-related Settlement

Pursuant to the terms of a settlement agreement dated September 14, 2021, Ivantis, Inc. paid us $30.0 million in the quarter ended March 31, 2022. The $30.0 million cash payment received during the quarter ended March 31, 2022 is included in litigation-related settlement as a reduction of operating expenses on the condensed consolidated statements of operations for the six months ended June 30, 2022.

Non-Operating Expense, Net

Non-operating expense, net primarily consists of interest expense associated with our finance lease for our Aliso Facility and for our 2.75% convertible notes due 2027 (Convertible Notes), interest income derived from our short-term investments, and unrealized gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the U.S. dollar, primarily related to intercompany loans.

Income Taxes

Our tax provision is comprised of state and foreign income taxes. Our net deferred tax liability of $7.3 million at June 30, 2022 represents the excess of our indefinite-lived deferred tax liabilities over our indefinite-lived deferred tax assets. We continue to provide a full valuation allowance against our other net deferred tax assets.

We record reserves for uncertain tax positions where we believe the ability to sustain the tax position does not reach the more likely than not threshold.

Results of Operations

Comparison of Three Months Ended June 30, 2022 and June 30, 2021 (in thousands):



                                          Three Months Ended
                                              June 30,             % Increase
(dollars in thousands)                    2022          2021       (decrease)
Statements of operations data:
Net sales                              $   72,685    $   78,093           (7) %
Cost of sales                              17,833        17,759             - %
Gross profit                               54,852        60,334           (9) %
Operating expenses:
Selling, general and administrative        49,900        45,300            10 %
Research and development                   31,712        24,256            31 %
In-process research and development        10,000         5,000           100 %
Total operating expenses                   91,612        74,556            23 %
Loss from operations                     (36,760)      (14,222)           158 %
Total non-operating expense, net          (8,881)       (3,052)           191 %
Income tax (benefit) provision              (105)           208            NM
Net loss                               $ (45,536)    $ (17,482)           160 %


NM = Not Meaningful

Net Sales

Net sales for the three months ended June 30, 2022 and June 30, 2021 were $72.7 million and $78.1 million, respectively.

Net sales of glaucoma products in the United States were $38.2 million and $46.3 million for the three months ended June 30, 2022 and June 30, 2021, respectively, decreasing by 18% . This decrease is primarily due to lower volumes caused by the reduced CMS physician fee that was implemented on January 1, 2022, which has disrupted



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traditional customer ordering patterns and has resulted in our customers' trialing of competitive products. Additionally, sales in the second quarter 2021 were positively impacted by abnormally high demand for cataract and glaucoma procedures following the rollout of the COVID-19 vaccines and increasing normalized economic and operating conditions within certain markets in which we operated at that time.

International sales of glaucoma products for the three months ended June 30, 2022 and June 30, 2021 were $17.9 million and $16.4 million, respectively, increasing by 9%. The increase in international sales reflects broad-based growing demand in many key international markets for combined cataract and glaucoma procedures during the quarter ended June 30, 2022 as compared to the quarter ended June 30, 2021, partially offset by unfavorable foreign exchange rates.

Net sales of corneal health products were $16.6 million and $15.4 million for the quarter ended June 30, 2022 and June 30, 2021, respectively, increasing by 8%.

Of the $1.2 million increase in net sales generated by our corneal health products, $0.8 million related to U.S. sales using direct sales operations, which was comprised of an increase of $0.9 million of Photrexa net sales partially offset by reductions of $0.1 million in U.S. capital equipment sales. Additionally, U.S. corneal health sales for the quarter ended June 30, 2022 were positively impacted by higher realized average sales prices of Photrexa. Our international corneal health sales increased $0.4 million, in locations where we utilize distributors given we do not have a direct commercial presence, due to increased demand in the second quarter 2022 in certain geographies in which we operate.

Cost of Sales

Cost of sales for each of the three months ended June 30, 2022 and June 30, 2021 were $17.8 million. Our gross margin was 75% for the three months ended June 30, 2022 and 77% for the three months ended June 30, 2021. This slight variance from the prior year period resulted primarily from an increase in the product mix of modestly lower margin products of international market sales.

Selling, General and Administrative Expenses

SG&A expenses for the three months ended June 30, 2022 and June 30, 2021 were $49.9 million and $45.3 million, respectively, reflecting an increase of approximately $4.6 million or 10%.

We incurred approximately $31.9 million of costs associated with commercial personnel and discretionary spending during the three months ended June 30, 2022 as compared to $27.8 million during the three months ended June 30, 2021, with the increase primarily due to compensation and related employee expenses associated with our sales infrastructure in glaucoma and corneal health, along with increased travel, meetings and accompanying costs as business activities have reopened and expanded over the course of the last twelve months. We also incurred approximately $18.0 million of costs associated with general and administrative personnel and discretionary spending during the three months ended June 30, 2022 as compared to $17.5 million during the three months ended June 30, 2021, associated with our ongoing administrative functions and amortization of our right-of-use asset related to our long-term lease for the Aliso Facility.

Research and Development Expenses

R&D expenses for the three months ended June 30, 2022 and June 30, 2021 were $31.7 million and $24.3 million, respectively, reflecting an increase of $7.5 million or 31%. The increase in R&D expenses relates to compensation and related employee expenses associated with our growing R&D organization and increased facilities allocation costs to R&D given our new facility in Aliso Viejo.



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During the three months ended June 30, 2022, we incurred $20.1 million in core R&D expenses and $11.6 million in clinical expenses, comprised of $16.2 million in compensation and related employee expenses with the remaining $15.5 million spent on the continued research and development, clinical studies, regulatory activities, quality assurance, clinical inventory and supplies for surgical glaucoma product candidates and pharmaceutical projects, such as a pharmaceutical therapeutic system for the treatment of keratoconus without the removal of the epithelium (often referred to as "epi-on"), iDose and our earlier stage programs for dry eye, presbyopia, retina and other therapeutic investments. For the three months ended June 30, 2021, we incurred $16.0 million in core R&D expenses and $8.3 million in clinical expenses, comprised of $12.3 million in compensation and related employee expenses with the remaining $12.0 million spent on the abovementioned programs.

In-process Research and Development Expenses

IPR&D expenses for the three months ended June 30, 2022 related to the upfront payment of $10.0 million related to the exclusive licensing agreement with iVeena. IPR&D expenses for the three months ended June 30, 2021 related to the upfront payment of $5.0 million related to the amendment of our exclusive licensing agreement with Intratus, Inc.

Non-Operating Expense, Net

We had non-operating expense, net of $8.9 million and $3.1 million for the three months ended June 30, 2022 and June 30, 2021, respectively. The $5.8 million increase primarily relates to recognition of unrealized foreign currency losses due to higher intercompany loan balances denominated in, and impacted by, unfavorable changes in foreign currency exchange rates. Non-operating expense, net also includes interest expense recognized related to the Convertible Notes and to the finance lease for our Aliso Facility.

Income Tax Provision

Our effective tax rate for the second quarter of 2022 was 0.23%. For the three months ended June 30, 2022 and June 30, 2021, we recorded a (benefit)/provision for income taxes of $(0.1) million and $0.2 million, respectively, which were primarily comprised of current state and foreign income tax expense and deferred federal and state income tax benefits for the second quarter of 2022, and state and foreign income taxes for the second quarter of 2021.

Comparison of Six Months Ended June 30, 2022 and June 30, 2021 (in thousands):



                                           Six Months Ended
                                              June 30,             % Increase
(dollars in thousands)                    2022          2021       (decrease)
Statements of operations data:
Net sales                              $  140,366    $  146,061           (4) %
Cost of sales                              34,896        34,392             1 %
Gross profit                              105,470       111,669           (6) %
Operating expenses:
Selling, general and administrative        93,849        87,221             8 %
Research and development                   58,589        45,475            29 %
In-process research and development        10,000         5,000           100 %
Litigation-related settlement            (30,000)             -            NM
Total operating expenses                  132,438       137,696           (4) %
Loss from operations                     (26,968)      (26,027)             4 %
Total non-operating expense, net         (12,970)       (7,437)            74 %
Income tax provision                          221           487          (55) %
Net loss                               $ (40,159)    $ (33,951)            18 %


Net Sales

Net sales for the six months ended June 30, 2022 and June 30, 2021 were $140.4 million and $146.1 million, respectively.



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Net sales of glaucoma products in the United States were $72.1 million and $86.2 million for the six months ended June 30, 2022 and June 30, 2021, respectively, decreasing by 16%. This decrease is primarily due to lower volumes caused by the reduced CMS physician fee that was implemented on January 1, 2022, which has disrupted traditional customer ordering patterns and has resulted in our customers' trialing of competitive products. Additionally, sales in the second quarter 2021 were positively impacted by abnormally high demand for cataract and glaucoma procedures following the rollout of the COVID-19 vaccines and increasing normalized economic and operating conditions within certain markets in which we operated at that time.

International sales of glaucoma products for the six months ended June 30, 2022 and June 30, 2021 were $35.5 million and $30.2 million, respectively, increasing by 18%. The increase in international sales reflects growing demand in many key international markets for combined cataract and glaucoma procedures during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, partially offset by unfavorable foreign exchange rates.

Net sales of corneal health products were $32.8 million and $29.6 million for the quarter ended June 30, 2022 and June 30, 2021, respectively, increasing by 11%.

Of the $3.1 million increase in net sales generated by our corneal health products, $2.4 million related to U.S. sales using direct sales operations, which was comprised of an increase of $2.6 million of Photrexa net sales offset by reductions of $0.2 million in U.S. capital equipment sales. Additionally, U.S. corneal health sales for the six months ended June 30, 2022 were positively impacted by higher realized average sales prices of Photrexa. Our international corneal health sales increased $0.7 million, in locations where we utilize distributors given we do not have a direct commercial presence, due to increased demand in the six months ended June 30, 2022 in certain geographies in which we operate.

Cost of Sales

Cost of sales for the six months ended June 30, 2022 and June 30, 2021 were $34.9 million and $34.3 million, respectively, reflecting an increase of $0.5 million. Our gross margin was 75% for the six months ended June 30, 2022 and 76% for the six months ended June 30, 2021. This slight variance from the prior year period resulted primarily from an increase in the product mix of modestly lower margin products of international market sales.

Selling, General and Administrative Expenses

SG&A expenses for the six months ended June 30, 2022 and June 30, 2021 were $93.8 million and $87.2 million, respectively, reflecting an increase of approximately $6.6 million or 8%.

We incurred approximately $62.2 million of costs associated with commercial personnel and discretionary spending during the six months ended June 30, 2022 as compared to $54.5 million during the six months ended June 30, 2021, with the increase primarily due to compensation and related employee expenses associated with our sales infrastructure in glaucoma and corneal health, along with increased travel, meetings and accompanying costs as business activities have reopened and expanded over the course of the last twelve months. We also incurred approximately $31.6 million of costs associated with general and administrative personnel and discretionary spending during the six months ended June 30, 2022 as compared to $32.7 million during the six months ended June 30, 2021, associated with our ongoing administrative functions and amortization of our right-of-use asset related to our long-term lease for the Aliso Facility.

Research and Development Expenses

R&D expenses for the six months ended June 30, 2022 and June 30, 2021 were $58.6 million and $45.5 million, respectively, reflecting an increase of $13.1 million or 29%.

During the six months ended June 30, 2022, we incurred $36.5 million in core R&D expenses and $22.1 million in clinical expenses, comprised of $30.3 million in compensation and related employee expenses with the remaining $28.3 million spent on the continued research and development, clinical studies, regulatory activities, quality assurance, clinical inventory and supplies for surgical glaucoma product candidates and pharmaceutical projects, such as a pharmaceutical therapeutic system for the treatment of keratoconus without the removal of the epithelium (often referred to as "epi-on"), iDose and our earlier stage programs for dry eye, presbyopia, retina and other therapeutic investments. For the six months ended June 30, 2021, we incurred $29.8 million in core R&D expenses and $15.7 million in clinical



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expenses, comprised of $23.8 million in compensation and related employee expenses with the remaining $21.7 million spent on the abovementioned programs. The increase in R&D expenses relates to compensation and related employee expenses related to our growing R&D organization and increased facilities allocation costs to R&D given our new facility in Aliso Viejo.

In-process Research and Development Expenses

IPR&D expenses for the six months ended June 30, 2022 were payment of the upfront fee of $10.0 million related to the exclusive licensing agreement with iVeena. IPR&D expenses for the six months ended June 30, 2021 were payment of the upfront fee of $5.0 million related to the amendment of our exclusive licensing agreement with Intratus, Inc.

Litigation-related Settlement

The $30.0 million cash payment from the Settlement Agreement received during the six months ended June 30, 2022 is included in litigation-related settlement as a reduction of operating expenses on the condensed consolidated statements of operations.

Non-Operating Expense, Net

We had non-operating expense, net of $13.0 million and $7.4 million for the six months ended June 30, 2022 and June 30, 2021, respectively. The $5.6 million increase primarily relates to recognition of unrealized foreign currency losses due to higher intercompany loan balances denominated in, and impacted by, unfavorable changes in foreign currency exchange rates. Non-operating expense, net also includes interest expense recognized related to the Convertible Notes and to the finance lease for our Aliso Facility

Income Tax Provision

Our effective tax rate for the six months ended June 30, 2022 was (0.55)%. For the six months ended June 30, 2022 and June 30, 2021, we recorded a provision for income taxes of $0.2 million and $0.5 million, respectively, which were primarily comprised of current state and foreign income tax expense and deferred federal and state income tax benefits for the first and second quarter of 2022, and state and foreign income taxes for the first and second quarter of 2021.

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash, cash equivalents and short-term investments, and cash generated from operating, financing and investing activities. Our primary uses of cash have been for selling and marketing activities, research and development programs, and capital expenditures.



The following table summarizes our cash and cash equivalents, short-term
investments and selected working capital data as of June 30, 2022 and December
31, 2021 (in thousands):

                             June 30,       December 31,
                                2022            2021
Cash and cash equivalents    $  102,553    $       100,708
Short-term investments          288,637            313,343
Accounts receivable, net         36,032             33,438
Inventory                        27,842             23,011
Accounts payable                 21,294              7,333
Accrued liabilities              48,214             56,027
Working capital (1)             401,589            422,766

(1) Working capital consists of total current assets less total current


    liabilities.


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Main Sources of Liquidity

We plan to fund our operations, commitments for capital expenditures and other short and long-term known contractual and other obligations using existing cash and investments and, to the extent available, cash generated from commercial operations. Our existing cash and investments include the remaining net proceeds from the Convertible Notes issued in June 2020 (after payment for the related capped call transactions), and the two $30.0 million payments by Ivantis during the quarters ended March 31, 2022 and September 30, 2021, which are being used for working capital and general corporate purposes.

Cash, Cash Equivalents, Short-term Investments and Restricted Cash

Our cash, cash equivalents and short-term investments totaled approximately $391.2 million and our restricted cash totaled approximately $9.1 million as of June 30, 2022.

Senior Convertible Notes

Our Convertible Notes may be converted at the option of the holders at the times and under the circumstances and at the conversion rate described in Note 9. Convertible Senior Notes of the notes to our condensed consolidated financial statements. As of June 30, 2022, none of the conditions allowing holders of the Convertible Notes to convert had been met. These conditions are measured each quarter. For example, if our trading price remains above 130% of the conversion price for at least 20 trading days during the 30 consecutive trading-day period ending on, and including, June 30, 2022, holders of the Convertible Notes would have the right to convert their Convertible Notes during the calendar quarter beginning July 1, 2022. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. Settling all or a portion of the conversion obligation in cash could adversely affect our liquidity. In addition, even if holders of the Convertible Notes do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

We may seek to obtain additional financing in the future through other debt or equity financings. There can be no assurance that we will be able to obtain additional financing on terms acceptable to us, or at all and although we have been profitable for certain periods in our operating history, there can be no assurance that we will be profitable or generate cash from operations.

Short-term Liquidity Requirements

Our short-term liquidity requirements primarily consist of regular operating costs, interest payments related to our senior convertible notes, funding R&D projects, capital expenditures as we continue the development of our facilities and office spaces, operating and financing lease obligations and other firm purchase commitments. As of June 30, 2022, we had net working capital of $401.6 million, which indicates that our current assets are more than enough to cover our short-term liabilities.

Long-term Liquidity Requirements

Our long-term liquidity requirements primarily consist of interest and principal payments related to our Convertible Notes, capital expenditures for the development of our manufacturing facilities and office spaces, and long-term material cash requirements as described below. As demand grows for our products, we will continue to expand global operations to meet demand through investments in our manufacturing capabilities.

Cash Flows

Our historical cash outflows have primarily been associated with cash used for operating activities such as the expansion of our sales, marketing and R&D activities; purchase of and growth in inventory and other working capital needs; the acquisition of intellectual property; and expenditures related to equipment and improvements used to increase our manufacturing capacity and improve our manufacturing efficiency and for overall facility expansion.



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The following table is a condensed summary of our cash flows for the periods
indicated:

                                                                  Six Months Ended
                                                                     June 30,
(in thousands)                                                   2022          2021
Net cash (used in) provided by:
Operating activities                                          $  (2,432)    $   11,569
Investing activities                                               3,733      (23,297)
Financing activities                                               1,516        33,776
Exchange rate changes                                            (1,260)         (498)

Net increase in cash, cash equivalents and restricted cash $ 1,557 $ 21,550

At June 30, 2022, our cash and cash equivalents were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.

Operating Activities

In the six months ended June 30, 2022, our operating activities used $2.4 million in net cash and in the six months ended June 30, 2021 our operating activities provided $11.6 million of net cash.

For the six months ended June 30, 2022, our net cash used in operating activities reflected our net loss of $40.2 million, adjusted for non-cash items of $38.6 million, primarily consisting of stock-based compensation expense of $17.5 million, depreciation of $3.0 million, amortization of intangible assets of $12.5 million, and amortization of lease right-of-use assets of $2.3 million. Additionally, changes in operating assets and liabilities were $0.8 million, which resulted primarily from increases in accounts receivable of $3.3 million, an increase in inventory of $5.2 million, and an increase in prepaid expenses and other current assets of $0.6 million, as well as an increase in other assets of $0.2 million, partially offset by increases in accounts payable and accrued liabilities of $8.4 million.

For the six months ended June 30, 2021, our net cash provided by operating activities reflected our net loss of $34.0 million, adjusted for non-cash items of $37.3 million, primarily consisting of stock-based compensation expense of $16.7 million, depreciation of $2.3 million, amortization of intangible assets of $12.5 million, and amortization of lease right-of-use assets of $2.3 million. Additionally, changes in operating assets and liabilities were $8.2 million, which resulted primarily from increases in accounts payable and accrued liabilities of $15.3 million, offset by increases in accounts receivable of $1.7 million and inventory of $1.9 million, and an increase in prepaid expenses and other current assets of $3.8 million.

Investing Activities

In the six months ended June 30, 2022 our investing activities provided $3.7 million of net cash and for the six months ended and June 30, 2021, our investing activities used $23.3 million of net cash.

For the six months ended June 30, 2022, we used cash of approximately $36.9 million for purchases of short-term investments, approximately $16.0 million for purchases of property and equipment, primarily related to our Aliso Facility, and we received cash of approximately $56.7 million from sales and maturities of short-term investments.

For the six months ended June 30, 2021, we used cash of approximately $97.2 million for purchases of short-term investments, approximately $28.5 million for purchases of property and equipment, primarily related to our Aliso Facility, and approximately $1.2 million related to investments in company-owned life insurance, and we received cash of approximately $103.7 million from sales and maturities of short-term investments.

We expect to continue our increased levels of capital expenditures over the remainder of the year as we continue expansion of our manufacturing capacity for current and new products, improve our manufacturing efficiency and for overall facility expansion.

Financing Activities

In the six months ended June 30, 2022 and June 30, 2021, our financing activities provided $1.5 million and $33.8 million of net cash, respectively.



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For the six months ended June 30, 2022, we received $3.7 million from the exercises of stock options and purchases of our common stock by employees pursuant to our Employee Stock Purchase Plan and used $2.0 million for payment of employee taxes related to restricted stock unit vesting.

For the six months ended June 30, 2021, we received $24.4 million from the exercises of stock options and purchases of our common stock by employees pursuant to our Employee Stock Purchase Plan and used $2.8 million for payment of employee taxes related to restricted stock unit vesting. Additionally, we received $12.7 million in proceeds from our tenant improvement allowances for our Aliso Facility and paid $0.5 million in principal on our finance lease.

Material Cash Requirements

There have been no material changes to our material cash requirements as of June 30, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022.

Critical accounting policies and significant estimates

Management's discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the condensed consolidated financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and such differences could be material to our financial position and results of operations.

Our critical accounting policies and significant estimates that involve a higher degree of judgment and complexity are described under "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Significant Estimates" included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. There have been no material changes to our critical accounting policies and estimates as disclosed therein, during the six months ended June 30, 2022, as compared with those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022.

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