The matters addressed in this Item 2 that are not historical information
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Readers can recognize forward-looking statements by the
use of words like "anticipate," "estimate," "expect," "intend," "plan,"
"believe," "will," "should," "forecast" and similar expressions in connection
with any discussion of future operating or financial performance. In particular,
these include statements about any of the following: any projections of or
guidance as to earnings, revenue, sales, profit margins, expense rate, cash,
effective tax rate, product mix, capital expense or any other financial items;
the expected impact of the COVID-19 pandemic and related public health measures
(including but not limited to their impact on sales, operations or clinical
trials globally), the plans, strategies, and objectives of management for future
operations or prospects for achieving such plans; statements regarding new,
existing, or improved products, including but not limited to, expectations for
success of new, existing, and improved products in the U.S. or international
markets or government approval of a new or improved products; commercialization
of new or improved products; future economic conditions or size of market
opportunities; expected costs of operations; statements of belief, including as
to achieving 2022 business plans; expected regulatory activities and approvals,
product launches, and any statements of assumptions underlying any of the
foregoing.

Although we believe that the expectations reflected in these forward-looking
statements are reasonable, such statements are inherently subject to risks and
we can give no assurance that our expectations will prove to be correct. Actual
results could differ from those described in this report because of numerous
factors, many of which are beyond our control. These factors include, without
limitation, those described in in our Annual Report on Form 10-K in "Item 1A.
Risk Factors" filed on February 23, 2022. We undertake no obligation to update
these forward-looking statements after the date of this report to reflect future
events or circumstances or to reflect actual outcomes.

The following discussion should be read in conjunction with the audited consolidated financial statements of STAAR, including the related notes, provided in this report.

Overview

STAAR Surgical Company designs, develops, manufactures, and sells implantable
lenses for the eye and companion delivery systems used to deliver the lenses
into the eye. We are the world's leading manufacturer of intraocular lenses for
patients seeking refractive vision correction, and we also make lenses for use
in surgery to treat cataracts. All the lenses we make are foldable, which allows
the surgeon to insert them into the eye through a small incision during
minimally invasive surgery. Refractive surgery is performed to treat the type of
visual disorders that have traditionally been corrected using eyeglasses or
contact lenses. We refer to our lenses used in refractive surgery as
"implantable Collamer® lenses" or "ICLs." The field of refractive surgery
includes both lens-based procedures, using products like our ICL family of
products, and laser-based procedures like LASIK. Successful refractive surgery
can correct common vision disorders such as myopia, hyperopia, and astigmatism.
Cataract surgery is a common outpatient procedure where the eye's natural lens
that has become cloudy with age is removed and replaced with an artificial lens
called an intraocular lens ("IOL") to restore the patient's vision. STAAR
employs a commercialization strategy that strives for sustainable profitable
growth. Our goal is to position our refractive lenses throughout the world as
primary and premium solutions for patients seeking visual freedom from wearing
eyeglasses or contact lenses while achieving excellent visual acuity through
refractive vision correction. We position our cataract IOL lenses used in
surgery that treats cataracts based on quality and value.


Recent Developments



During the second quarter, net sales grew 30% and ICL units grew 42% compared to
the prior year quarter. Highlights included unit growth in China up 45%, the
U.S. up 36%, Japan up 41%, India up 181%, and Other Asia Pacific markets up 66%,
all as compared to the prior year quarter. The U.S. commercial launch of the EVO
Visian ICL family of myopia lenses (EVO) continued with the announced
partnership with Joe Jonas, who earlier in the month received EVO lenses to
correct his distance vision. In the next several weeks, Joe Jonas and other paid
EVO ambassador influencers will share their journey to Visual Freedom via a
global advertising, marketing and social media campaigns funded by STAAR
regarding the EVO Visian ICL lens. We reaffirm our previously provided outlook
for fiscal 2022 net sales of approximately $295 million, which takes into
account currency headwinds, and a continuation of the current level of COVID-19
related challenges in China and elsewhere, offset by stronger than expected
global demand for our EVO lenses. We continue to monitor the commercial and
operational impact of new variants of COVID-19 in our markets, which remains
uncertain at this time and may adversely affect our financial results. We are
also monitoring inflation globally, which may adversely affect our financial
results in the future if it persists.

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Critical Accounting Estimates



This Management's Discussion and Analysis of Financial Condition and Results of
Income discusses and analyzes data in our unaudited Condensed Consolidated
Financial Statements provided in this report, which we have prepared in
accordance with U.S. generally accepted accounting principles. Preparation of
these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosure of contingent assets and liabilities. Management bases
its estimates on historical experience and on various other assumptions that it
believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Senior management has
discussed the development, selection and disclosure of these estimates with the
Audit Committee of our Board of Directors. Actual conditions may differ from our
assumptions and actual results may differ from our estimates.

Management believes that there have been no significant changes during the six
months ended July 1, 2022 to the items that we disclosed as our critical
accounting estimates in Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021.

Results of Operations

The following table shows the percentage of our total sales represented by certain items reflected in our Condensed Consolidated Statements of Income for the periods indicated.



                                            Percentage of Net Sales                     Percentage of Net
                                               for Three Months                       Sales for Three Months
                                      July 1, 2022           July 2, 2021       July 1, 2022          July 2, 2021
Net sales                                     100.0 %                100.0 %            100.0 %               100.0 %
Cost of sales                                  21.2 %                 21.1 %             21.6 %                21.9 %
Gross profit                                   78.8 %                 78.9 %             78.4 %                78.1 %
General and administrative                     17.2 %                 18.4 %             18.0 %                19.1 %
Selling and marketing                          29.9 %                 30.2 %             28.8 %                28.4 %
Research and development                       10.7 %                 13.2 %             11.4 %                14.6 %
Total selling, general and
administrative                                 57.8 %                 61.8 %             58.2 %                62.1 %
Operating income                               21.0 %                 17.1 %             20.2 %                16.0 %
Total other income (expense), net              (1.9 )%                 0.1 %             (1.5 )%               (1.0 )%
Income before income taxes                     19.1 %                 17.2 %             18.7 %                15.0 %
Provision for income taxes                      3.0 %                  3.5 %              3.0 %                 3.0 %
Net income                                     16.1 %                 13.7 %             15.7 %                12.0 %



Net Sales

                                                                    Percentage                                                 Percentage
                                   Three Months Ended                 Change                   Six Months Ended                  Change
                             July 1, 2022       July 2, 2021       2022 vs. 2021        July 1, 2022       July 2, 2021       2022 vs. 2021
ICLs                        $       77,922     $       59,235                31.5 %    $      136,597     $      105,736                29.2 %
Other product sales:
Cataract IOLs                        2,547              3,074               (17.1 )%            5,449              6,799               (19.9 )%
Other surgical products                632                 58                  -*               2,255                584                  -*
Total other product sales            3,179              3,132                 1.5 %             7,704              7,383                 4.3 %
Net sales                   $       81,101     $       62,367                30.0 %    $      144,301     $      113,119                27.6 %


* Denotes change is greater than +100%.




Net sales for the three months ended July 1, 2022 increased 30% from the same
period of 2021. The increase in net sales was due to increased ICL sales of
$18.7 million. Changes in foreign currency unfavorably impacted net sales by
$3.1 million.

Net sales for the six months ended July 1, 2022 increased 28% from same period of 2021. The increase in net sales was due to increased ICL sales of $30.9 million. Changes in foreign currency unfavorably impacted net sales by $5.0 million.


                                       17
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Total ICL sales for the three months ended July 1, 2022 increased 32% from the
same period of 2021, with unit increase of 42%. The APAC region sales increased
by 37%, with unit growth up 45%, due to sales growth in India up 192%, other
APAC regions up 65%, China up 39%, Japan up 16% and Korea up 16%. The Europe,
Middle East, Africa and Latin America region sales increased 6% with unit
increase of 30%, due to sales growth in in distributor markets up 24%, partially
offset by sales decreases in our direct markets down 7%. The North America
region sales increased 42%, with unit increase of 32%, primarily to sales growth
in the U.S. up 47%. In late March 2022, the U.S. started to sell EVO ICLs.
Changes in foreign currency unfavorably impacted ICL sales by $2.6 million for
the three months ended July 1, 2022, which impacted our Europe, Middle East,
Africa and Japan markets. ICL sales represented 96.1% and 95.0% of our total
sales for the three months ended July 1, 2022 and July 2, 2021, respectively.

Total ICL sales for the six months ended July 1, 2022 increased 29% from the
same period of 2021, with unit increase of 36%. The APAC region sales increased
by 36%, with unit growth up 40%, due to sales growth in India up 92%, other APAC
regions up 58%, China up 41%, Japan up 19% and Korea up 15%. The Europe, Middle
East, Africa and Latin America region sales increased 2% with unit increase of
19%, due to sales due to sales growth in distributor markets up 15%, offset by
sales decreases in our direct markets down 6%. The North America region sales
increased 32%, with unit increase of 25%, primarily to sales growth in the U.S.
up 35%. In late March 2022, the U.S. started to sell EVO ICLs. Changes in
foreign currency unfavorably impacted ICL sales by $4.0 million for the six
months ended July 1, 2022, which impacted our Europe, Middle East, Africa and
Japan markets. ICL sales represented 94.7% and 93.5% of our total sales for the
three months ended July 1, 2022 and July 2, 2021, respectively.

Other product sales, including cataract IOLs for the three and six months ended
July 1, 2022, increased 1% and 4%, respectively from the same period of 2021,
due to increased preloaded injector part sales, offset by decreased sales of
cataract IOLs. In the first half of 2021, we experienced product yield issues
requiring rework related to preloaded injector parts manufactured on our behalf
by a third-party vendor then sold by us to a third-party manufacturer for
product they sell to their customers. Changes in foreign currency unfavorably
impacted other product sales by $0.6 million and $1.1 million for the three and
six months July 1, 2022, respectively. Other product sales represented 3.9% and
5.0% of our total sales for the three months ended July 1, 2022 and
July 2, 2021, respectively and represented 5.3% and 6.5% of our total sales for
the six months ended July 1, 2022 and July 2, 2021, respectively.

Gross Profit

                                                                 Percentage                                                Percentage
                                Three Months Ended                 Change                  Six Months Ended                  Change
                          July 1, 2022       July 2, 2021       2022 vs. 2021       July 1, 2022       July 2, 2021       2022 vs. 2021
Gross profit             $       63,872     $       49,203                29.8 %   $      113,136     $       88,345                28.1 %
Gross margin                       78.8 %             78.9 %                                 78.4 %             78.1 %


* Denotes change is greater than +100%.





Gross profit for the three months ended July 1, 2022 increased 29.8% from the
same period of 2021. Gross profit margin decreased slightly to 78.8% of revenue
for the three months ended July 1, 2022 compared to 78.9% of revenue for the
three months ended July 2, 2021, due to inventory reserves recognized as a
result of discontinuance of our older generation Visian ICL in the U.S. and
increased period costs associated with manufacturing projects, offset by
increased product and geographic sales mix.

Gross profit for the six months ended July 1, 2022 increased 28.1% from the same
period of 2021. Gross profit margin increased to 78.4% of revenue for the six
months ended July 1, 2022 compared to 78.1% of revenue for the six months ended
July 2, 2021, due mainly to product and geographic sales mix, partially offset
by inventory reserves recognized as a result of discontinuance of our older
generation Visian ICL in the U.S. and increased period costs associated with
manufacturing projects.

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General and Administrative Expense



                                                                  Percentage                                                Percentage
                                 Three Months Ended                 Change                  Six Months Ended                  Change
                           July 1, 2022       July 2, 2021       2022 vs. 2021       July 1, 2022       July 2, 2021       2022 vs. 2021
General and
administrative expense    $       13,983     $       11,441                22.2 %   $       25,923     $       21,653                19.7 %
Percentage of sales                 17.2 %             18.4 %                                 18.0 %             19.1 %


General and administrative expenses for the three months ended July 1, 2022
increased 22.2% from the same period of 2021 due to increased stock-based
compensation expenses and facility costs. General and administrative expenses
for the six months ended July 1, 2022 increased 19.7% from the same period of
2021 due to increased facility costs, stock-based compensation expenses and
outside services.

Selling and Marketing Expense



                                                                 Percentage                                                Percentage
                                Three Months Ended                 Change                  Six Months Ended                  Change
                          July 1, 2022       July 2, 2021       2022 vs. 2021       July 1, 2022       July 2, 2021       2022 vs. 2021
Selling and marketing
expense                  $       24,233     $       18,853                28.5 %   $       41,503     $       32,054                29.5 %
Percentage of sales                29.9 %             30.2 %                                 28.8 %             28.4 %


Selling and marketing expenses for the three months ended July 1, 2022 increased
28.5% from the same period of 2021 due to increased advertising and promotional
activities and trade shows, partially offset by decreased salary-related and
payroll tax expenses. Selling and marketing expenses for the six months ended
July 1, 2022 increased 29.5% from the same period of 2021 due to increased
advertising and promotional activities and trade shows.

Research and Development Expense



                                                                 Percentage                                                Percentage
                                Three Months Ended                 Change                  Six Months Ended                  Change
                          July 1, 2022       July 2, 2021       2022 vs.

2021       July 1, 2022       July 2, 2021       2022 vs. 2021
Research and
development expense      $        8,636      $       8,260                 4.6 %   $       16,577     $       16,519                 0.4 %
Percentage of sales                10.7 %             13.2 %                                 11.4 %             14.6 %


Research and development expenses for the three and six months ended
July 1, 2022 increased 4.6% and 0.4%, respectively, from the same period of 2021
due mainly to increased in salary-related and payroll tax expenses and
stock-based compensation, offset by decreased clinical expenses associated with
our clinical trials.

Other Expense, Net

                                                                       Percentage                                                  Percentage
                                      Three Months Ended                 Change                   Six Months Ended                   Change
                               July 1, 2022        July 2, 2021       2022

vs. 2021 July 1, 2022 July 2, 2021 2022 vs. 2021 Other income (expense), net $ (1,551 ) $ 66

                  -*     $       (2,137 )    $       (1,165 )              (83.4 )%
Percentage of sales                     (1.9 )%              0.1 %                                 (1.5 )%             (1.0 )%


The change in other expense, net for the three and six months ended July 1, 2022
and July 2, 2021, respectively, was due primarily to foreign exchange losses
(primarily euro).

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Income Taxes

                                                                 Percentage                                              Percentage
                                Three Months Ended                 Change                 Six Months Ended                 Change
                          July 1, 2022       July 2, 2021       2022 vs.

2021 July 1, 2022 July 2, 2021 2022 vs. 2021 Income tax provision $ 2,431 $ 2,148

                13.2 %   $       4,356     $       3,395                28.3 %


The effective tax rates for the three months ended July 1, 2022 and July 2, 2021
was 15.7% and 20.0%, respectively, and was 16.1% and 20.0%, for the six months
ended July 1, 2022 and July 2, 2021, respectively. Our effective tax rates
differ from the U.S. federal statutory rate of 21% for the three and six months
ended July 1, 2022 and July 2, 2021, respectively, primarily due to the income
taxes generated in foreign jurisdictions. The effective tax rate for the three
and six months ended July 1, 2022 was lower than the same period in 2021
primarily due to jurisdictions in which the income is earned.

Our future effective income tax rate depends on various factors, such as changes
in tax laws, regulations, accounting principles, or interpretations thereof, and
the geographic composition of our pre-tax income. We carefully monitor these
factors and adjust our effective income tax rate accordingly.

Liquidity and Capital Resources

We believe that current cash, cash equivalents and future cash flow from operating activities will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the financial statements included in this quarterly report. Our financial condition at July 1, 2022 and December 31, 2021 included the following (in millions):



                            July 1, 2022       December 31, 2021       2022 vs. 2021
Cash and cash equivalents   $       202.5     $             199.7     $           2.8
Current assets              $       296.5     $             271.4     $          25.1
Current liabilities                  46.5                    48.8                (2.3 )
Working capital             $       250.0     $             222.6     $          27.4


We invest the net proceeds in short-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. We do not have any off-balance sheet arrangements.

A summary of cash flows for the six months ended July 1, 2022 and July 2, 2021 was as follows (dollars in thousands):

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