IRIDEX CORP 10-K

Item 8. Financial Statements and Supplementary Data. Our consolidated balance sheets as of January 1, 2022 and January 2, 2021 and the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of our fiscal years 2021 and 2020 together with the related notes and the report of our independent registered public accounting firm, are on the following pages. Additional required financial information is described in Item 15. 42 REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of IRIDEX Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of IRIDEX Corporation (a Delaware corporation) and its subsidiaries (the “Company”) as of January 1, 2022 and January 2, 2021, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended January 1, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2022 and January 2, 2021, and the results of its operations and its cash flows for each of the two years in the period ended January 1, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Inventory Valuation - Adjustments for Excess or Obsolete Inventories As described in Notes 2 and 6 to the consolidated financial statements, the Company has inventories with a carrying value of $7.6 million as of January 1, 2022. The Company’s inventories are stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis which approximates actual cost on a first-in, first-out (“FIFO”) method. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration, and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory and are charged to cost of revenues. The Company’s inventories include demonstration units (“demos”) to facilitate the sale of products to prospective customers and loaners for existing customers to use while their product is under repair. The principal considerations for our determination that performing procedures relating to net realizable value adjustments to inventories is a critical audit matter are the significant amount of judgment by management in developing the assumptions of the forecasted changes in demand, product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues, which in turn led to significant auditor judgment, subjectivity, and effort in performing audit procedures and evaluating audit evidence relating to these factors. Additionally, for certain new product launches there may be limited historical data with which to evaluate forecasts. 43 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included obtaining an understanding of the Company’s inventory reserve review process, including the assumptions and data underlying the excess and obsolete inventory valuation. The procedures also included, among others, testing management’s process for developing the estimate of the adjustments for excess or obsolete inventories, testing the completeness and accuracy of the underlying data used in the estimate, and evaluating management’s assumptions of forecasted product demand. Evaluating management’s demand forecast for reasonableness involved considering historical sales by product, comparing prior period estimates to actual results, and determining whether the demand forecast used was consistent with evidence obtained in other areas of the audit. /s/ BPM LLP We have served as the Company’s auditor since 2007. San Jose, California March 15, 2022 44 Iridex Corporation CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) FY 2021 FY 2020 January 1, 2022 January 2, 2021 ASSETS Current assets: Cash and cash equivalents $ 23,852 $ 11,626 Accounts receivable, net of allowance for doubtful accounts of $ 268 as of January 1, 2022 and $ 244 as of January 2, 2021 6,610 7,289 Receivable from related party 3,106 — Inventories 7,614 5,714 Prepaid expenses and other current assets 1,071 730 Total current assets 42,253 25,359 Property and equipment, net 428 449 Intangible assets, net 2,205 68 Goodwill 965 533 Operating lease right-of-use assets, net 2,565 1,428 Other long-term assets 271 132 Total assets $ 48,687 $ 27,969 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,772 $ 1,148 Payable to related party 627 — Accrued compensation 3,192 1,965 Accrued expenses 1,575 990 Other current liabilities 1,098 816 Current portion of PPP loan — 1,249 Accrued warranty 100 166 Deferred revenue 2,355 938 Operating lease liabilities 927 1,409 Total current liabilities 12,646 8,681 Long-term liabilities: PPP loan — 1,248 Accrued warranty 58 81 Deferred revenue 10,930 289 Operating lease liabilities 1,729 282 Other long-term liabilities 25 22 Total liabilities 25,388 10,603 Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, $ 0.01 par value, 2,000,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value: Authorized: 30,000,000 shares; Issued and outstanding 15,876,171 and 13,899,683 shares as of January 1, 2022 and January 2, 2021, respectively 168 148 Additional paid-in capital 85,255 74,181 Accumulated other comprehensive income (loss) 45 ( 19 ) Accumulated deficit ( 62,169 ) ( 56,944 ) Total stockholders’ equity 23,299 17,366 Total liabilities and stockholders’ equity $ 48,687 $ 27,969 The accompanying notes are an integral part of these consolidated financial statements. 45 Iridex Corporation CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Total revenues $ 53,903 $ 36,347 Cost of revenues 31,072 20,789 Gross profit 22,831 15,558 Operating expenses: Research and development 6,868 3,282 Sales and marketing 14,637 12,239 General and administrative 8,859 6,620 Total operating expenses 30,364 22,141 Loss from operations ( 7,533 ) ( 6,583 ) Other income, net 2,348 280 Loss from operations before provision for income taxes ( 5,185 ) ( 6,303 ) Provision for income taxes 40 26 Net loss $ ( 5,225 ) $ ( 6,329 ) Net loss per share: Basic $ ( 0.34 ) $ ( 0.46 ) Diluted $ ( 0.34 ) $ ( 0.46 ) Weighted average shares used in computing net loss per common share: Basic 15,421 13,842 Diluted 15,421 13,842 The accompanying notes are an integral part of these consolidated financial statements. 46 Iridex Corporation CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Net loss $ ( 5,225 ) $ ( 6,329 ) Change in foreign currency translation adjustments 64 ( 99 ) Comprehensive loss $ ( 5,161 ) $ ( 6,428 ) The accompanying notes are an integral part of these consolidated financial statements. 47 Iridex Corporation CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Income (Loss) Deficit Total FY 2019: Balances, December 28, 2019 13,785,233 $ 147 $ 73,093 $ 80 $ ( 50,615 ) $ 22,705 Employee stock-based compensation expense 1,119 1,119 Release of restricted stock, including net share settlement 114,450 1 ( 31 ) ( 30 ) Other comprehensive income ( 99 ) ( 99 ) Net loss ( 6,329 ) ( 6,329 ) FY 2020: Balances, January 2, 2021 13,899,683 148 74,181 ( 19 ) ( 56,944 ) 17,366 Issuance of common stock, net of issuance costs 1,618,122 16 9,862 9,878 Issuance of common stock under stock option plan 66,234 1 216 217 Employee stock-based compensation expense 1,628 1,628 Release of restricted stock, including net share settlement 292,132 3 ( 632 ) ( 629 ) Other comprehensive income 64 64 Net loss ( 5,225 ) ( 5,225 ) FY 2021: Balances, January 1, 2022 15,876,171 $ 168 $ 85,255 $ 45 $ ( 62,169 ) $ 23,299 The accompanying notes are an integral part of these consolidated financial statements. 48 Iridex Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Operating activities: Net loss $ ( 5,225 ) $ ( 6,329 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on PPP loan forgiveness ( 2,497 ) — Depreciation and amortization 803 504 Loss on disposal of property and equipment 3 17 Stock-based compensation 1,628 1,119 Provision for doubtful accounts 37 181 Changes in operating assets and liabilities: Accounts receivable 639 1,861 Receivable from related party ( 3,106 ) — Inventories 268 2,382 Prepaid expenses and other current assets ( 341 ) ( 328 ) Operating lease right-of-use assets 905 1,342 Other long-term assets ( 143 ) 27 Accounts payable 1,625 ( 1,445 ) Payable to related party 627 — Accrued compensation 1,228 ( 434 ) Accrued expenses 588 218 Accrued warranty ( 89 ) ( 289 ) Deferred revenue 12,058 ( 583 ) Operating lease liabilities ( 1,076 ) ( 1,524 ) Other long-term liabilities 285 44 Net cash provided by (used in) operating activities 8,217 ( 3,237 ) Investing activities: Acquisition of property and equipment ( 213 ) ( 97 ) Cash paid for business combination, net ( 5,343 ) — Proceeds from sale of property and equipment — 4 Net cash used in investing activities ( 5,556 ) ( 93 ) Financing activities: Proceeds from issuance of common stock, net of issuance costs 9,878 — Proceeds for stock option exercise 217 — Taxes paid related to net share settlements of equity awards ( 629 ) ( 30 ) Proceeds from PPP loan — 2,497 Net cash provided by financing activities 9,466 2,467 Effect of foreign exchange rate changes 99 ( 164 ) Net increase (decrease) in cash and cash equivalents 12,226 ( 1,027 ) Cash and cash equivalents, beginning of year 11,626 12,653 Cash and cash equivalents, end of year $ 23,852 $ 11,626 Supplemental disclosure of cash flow information: Cash paid (received) during the year for: Income taxes $ 15 $ ( 74 ) Supplemental disclosure of non-cash activities: Transfer of inventory to property and equipment 118 129 ROU assets obtained with the modification of operating lease $ 2,042 $ — The accompanying notes are an integral part of these consolidated financial statements. 49 Iridex Corporation Notes to Consolidated Financial Statements 1. Organization Description of Business. Iridex Corporation (“Iridex,” the “Company,” “we,” “us” or “our”) is a leading worldwide provider of therapeutic based laser systems, delivery devices and consumable instrumentation used to treat sight-threatening eye diseases in ophthalmology. Our ophthalmology products are sold in the United States and Germany predominantly through a direct sales force and internationally (aside from Germany) primarily through independent distributors. 2. Summary of Significant Accounting Policies Financial Statement Presentation. The consolidated financial statements include the accounts of Iridex and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year always ends on the Saturday closest to December 31. Fiscal 2021 ended on January 1, 2022 (“FY 2021”) and Fiscal 2020 ended on January 2, 2021 (“FY 2020”). Fiscal years 2021 and 2020 included 52 weeks and 53 weeks of operations, respectively. Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe 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. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. Cash and Cash Equivalents. We consider all highly liquid debt instruments with insignificant interest rate risk and an original maturity of three months or less when purchased to be cash equivalents. Our cash equivalents consist primarily of cash deposits in money market funds that are available for withdrawal without restriction. Sales Returns Allowance and Allowance for Doubtful Accounts. When determining the transaction price, we estimate the variable consideration as the most likely amount to which we expect to be entitled, and we include the estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved. Material differences may result in the amount and timing of our revenue for any period if management made different judgments or utilized different estimates. Our provision for sales returns is recorded net of the associated costs. There was no provision for sales returns as of either January 1, 2022 and January 2, 2021. Similarly management must make estimates regarding the uncollectibility of accounts receivable. We are exposed to credit risk in the event of non-payment by customers to the extent of amounts recorded on the consolidated balance sheets. As sales levels change, the level of accounts receivable would likely also change. In addition, in the event that customers were to delay their payments to us, the levels of accounts receivable would likely increase. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on past payment history with the customer, analysis of the customer’s current financial condition, the aging of the accounts receivable balance, customer concentration and other known factors. A reconciliation of the changes in our allowance for doubtful accounts balances for the years ended January 1, 2022 and January 2, 2021 are as follows (in thousands): Balance at Balance Beginning of at End of Description the period Additions (Deductions) the period Allowance for doubtful accounts Years ended January 1, 2022 244 37 ( 13 ) 268 January 2, 2021 187 181 ( 124 ) 244 50 Inventories. Inventories are stated at the lower of cost or net realizable value and include on-hand inventory physically held at our facility, sales demo inventory and service loaner inventory. Cost is determined on a standard cost basis which approximates actual cost on a first-in, first-out (“FIFO”) method. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory and are charged to cost of revenues. Once the cost of the inventory is reduced, a new lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Factors influencing these adjustments include changes in demand, product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues. Revisions to these adjustments would be required if these factors differ from our estimates. As part of our normal business, we generally utilize various finished goods inventory as either sales demos to facilitate the sale of our products to prospective customers, or as loaners that we allow our existing customers to use while we repair their products. We are amortizing these demos and loaners over an estimated useful life of four years . The amortization of the demos is charged to sales and marketing expense while the amortization on the loaners is charged to cost of revenues. The gross value of demos and loaners was $ 2.0 million and $ 1.9 million and the accumulated amortization was $ 1.7 million and $ 1.7 million as of January 1, 2022 and January 2, 2021, respectively. The net book value of demos and loaners is charged to cost of revenues when such demos or loaners are sold. Property and Equipment. Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight–line basis over the estimated useful lives of the assets, which is generally three years . Leasehold improvements are amortized over the lesser of their estimated useful lives or the lease term. Repairs and maintenance costs are expensed as incurred. Leases. We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, net and Operating lease liabilities in our consolidated balance sheets. As of January 1, 2022, the Company was not a party to finance lease arrangements. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, we account for the lease and non-lease components as a single lease component. 51 Valuation of Goodwill and Intangible Assets . Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performs an annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit and can lead to potential impairment in future periods. The Company performed its annual impairment test during the second quarter of fiscal 2021 and determined that its goodwill was not impaired. As of January 1, 2022, we had not identified any factors that indicated there was an impairment of our goodwill and determined that no additional impairment analysis was then required. Intangible assets with definite lives are amortized over the useful life of the asset. We review our amortizing intangible assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future non-discounted net cash flow the asset is expected to generate. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. In such circumstances, we conduct an impairment analysis in accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles – Goodwill and Other” (“ASC 350”). Revenue Recognition. Our revenues arise from the sale of laser consoles, delivery devices, consumables, service, and support activities. We also derive revenue from royalties from third parties which are typically based on licensees’ net sales of products that utilize our technology. Our revenue is recognized in accordance with ASC 606, “Revenue from Contracts with Customers. ” The Company has the following revenue transaction types: (1) Product Sale Only, (2) Laser Advantage Program (“LAP”), (3) Service Contracts, (4) System Repairs (outside of warranty), (5) Royalty Revenue and (6) Exclusive Distribution Rights. (1) Product Sale Only: The Company’s products consist of laser consoles, delivery devices and consumable instrumentation, including laser probes. The Company’s products are currently sold for use by ophthalmologists specializing in the treatment of glaucoma and retinal diseases. Inside the United States and Germany the products are sold directly to the end users. In other countries outside of the United States and Germany, the Company utilizes independent, third-party distributors to market and sell the Company’s products. There is no continuing obligation after shipment is made to these distributors . The Company recognizes revenue from product sale at a point in time. When a system or disposables are sold without any additional deliverables, the Company recognizes revenue using the five-step model: (1) identifying the contract with the customer, (2) identifying the performance obligations in the contract, (3) determining expected transaction price, (4) allocating the transaction price to the distinct performance obligations in the contract, and (5) recognizing revenue when (or as) the performance obligations are satisfied . (2) LAP Program: The Company entered into LAP contracts with customers. Under the LAP program, the system is given away free of charge and title is transferred after the customer purchases the minimum required number of boxes of probes (classified as disposables). Customers with older machines have the ability to trade in their old machines for the most current laser equipment offered in the program (Cyclo G6 Laser) and receive a discount on the program’s minimum purchase requirements. Under ASC 606, this non-cash consideration must be included in the transaction price. However, the Company has determined that there is no value associated with the old machines and the trade in is essentially offered to encourage customers to purchase more consumables under the program . The Company recognizes revenue from product sales under the LAP program at a point in time. The Company allocates the transaction price of the distinct performance obligations in the contract by determining stand-alone selling price using historical pricing net of any variable consideration or discounts to specifically allocate to a particular performance obligation . (3) Service Contracts: The Company offers a standard two-year warranty on all system sales. The Company also offers a service contract which is sold to customers in incremental, one-year periods which begin subsequent to the expiration of the standard two-year warranty. The customer can opt to purchase the service contract at the time of the system sale or after the initial system sale. 52 The Company recognizes revenue from service contracts ratably over the service period. Revenue recognition for the sale of a service contract is largely dependent on the timing of the sale as follows: a. Service Contract Sale in Conjunction with System Sale: If the customer opts to purchase a service contract at the time of the system sale, the Company allocates the transaction price of the distinct performance obligations in the contract by determining stand-alone selling price using historical pricing net of any variable consideration or discounts to specifically allocate to a particular performance obligation . b. Service Contract Sale Subsequent to System Sale: If the customer opts to purchase a service contract after the initial system sale, the Company determines the amount of time that has elapsed since the initial system sale. If the service contract is purchased within 60 days of the initial sale, the Company considers this sale to be an additional element of the original sale and allocates the transaction price of the distinct performance obligations in the contract by determining stand-alone selling price using historical pricing net of any variable consideration or discounts to specifically allocate to a particular performance obligation. If the service contract is purchased subsequent to 60 days after the initial sale, the sale of the service contract is deemed a separate contract and is deferred at the selling price and recognized ratably over the extended warranty period as the performance obligation is satisfied . (4) System Repairs (outside of warranty): Customers will occasionally request repairs from the Company subsequent to the expiration of the standard warranty and outside of a service contract . The Company recognizes revenue from system repairs (outside of warranty) at a point in time. When the customer requests repairs from the Company subsequent to the expiration of the standard warranty and outside of a service contract, these repair contracts are considered separate from the initial sale, and as such, revenue is recognized as the repair services are rendered and the performance obligation satisfied . (5) Royalty Revenue: The Company has royalty agreements with two customers related to sale of the Company’s intellectual property. Under the terms of these agreements, the customer is to remit a percentage of sales to the Company. Since these arrangements are for sales-based licenses of intellectual property, for which the guidance in paragraph ASC 606-10-55-65 applies, the Company recognizes revenue only as the subsequent sale occurs. However, the Company notes that such sales being reported by the licensee with a quarter in arrear, such revenue is recognized at the time it is reported and paid by the licensee given that any estimated variable consideration would have to be fully constrained due to the unpredictability of such estimate and the unavoidable risk that it may lead to significant revenue reversals . (6) Exclusive Distribution Rights: In March 2021, the Company entered into a distribution agreement with Topcon, pursuant to which the Company granted Topcon the exclusive right to distribute the Company’s retina and glaucoma products in certain geographies outside the United States. The exclusivity arrangement with Topcon obligates the Company to provide training, customer support, and exclusive territorial rights to Topcon for certain international regions, for a period of 10 years, commencing upon regulatory approval to transfer existing (non-exclusive) distribution rights from the current distributors in those regions to Topcon. The agreement further stipulates that $ 2.0 million of arrangement fee is held back and will not be paid in the event that regulatory approval for the Japan region is not obtained within nine months from the date of execution of the agreement. The Company has the right to terminate the exclusive distribution rights granted to Topcon for any of the regions at any point in time during the 10-year exclusivity term for a termination fee that is based on a multiple of 1.2 times the revenue generated by the Company in 2019 for the respective region. Management has determined that the exclusivity rights, training, and customer support represents a single combined performance obligation for each region, to be recognized as exclusivity fee revenue on a straight-line basis over the 10-year period for each region, commencing on the date that regulatory approval is obtained for each region, based on the SSP for such combined performance obligation for each region. The estimated fair value of the exclusive distribution rights for all regions combined totaled approximately $ 14.8 million. Of this amount, management has fully-constrained the arrangement fee allocated to Belarus (approximately $ 0.2 million, recorded as customer deposit under other current liabilities) because obtaining the necessary regulatory approvals and termination of existing distributor relationship is not feasible. As of January 1, 2022, $ 0.6 million in revenue related to the exclusive distribution rights was recorded for the fiscal year then ended. In January 2022, the Company received approximately $ 1.8 million from Topcon, representing the $ 2.0 million previously held back, net of the approximately $ 0.2 million that the Company constrained for Belarus. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. 53 The Company recognized an asset from the costs incurred to fulfill a contract. These costs relate directly and must be incurred to satisfy performance obligations on certain specific contract with a customer. These costs are expected to be recovered over time and will be amortized on a systematic basis that is consistent with the recognition of revenue to which it relates. As of January 1, 2022, recognized deferred costs incurred to fulfill a contract with a customer amounted to $ 0.3 million, included in Prepaid expenses and other current assets and Other long-term assets in the Company’s consolidated balance sheets. There was no amortization during fiscal year 2021. Taxes Collected from Customers and Remitted to Governmental Authorities. Taxes collected from customers and remitted to governmental authorities are recognized on a net basis in the accompanying consolidated statements of operations as well as accrued expenses to the degree which is appropriate. Deferred Revenue. Deferred revenue represents contract liabilities. Revenue related to extended service contracts is deferred and recognized on a straight-line basis over the period of the applicable service period. Costs associated with these service arrangements are recognized as incurred. A reconciliation of the changes in our deferred revenue balances for the years ended January 1, 2022 and January 2, 2021 are as follows (in thousands): FY 2019: Balance as of December 28, 2019 $ 1,810 Additions to deferral 1,610 Revenue recognized ( 2,190 ) Deductions from reserves ( 3 ) FY 2020: Balance as of January 2, 2021 1,227 Additions to deferral 14,503 Revenue recognized ( 2,445 ) FY 2021: Balance as of January 1, 2022 $ 13,285 During each of the twelve months ended January 1, 2022 and January 2, 2021, approximately $ 0.9 million and $ 1.3 million were recognized pertaining to amounts deferred as of January 2, 2021 and December 28, 2019, respectively. Warranty. We provide reserves for the estimated cost of product warranties at the time revenue is recognized based on historical experience of known product failure rates and expected material and labor costs to provide warranty services. We generally provide a two-year warranty on our products. The Company’s warranty policy is applicable to products which are considered defective in their performance or fail to meet the product specifications. Additionally, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. If estimates are determined to be greater than the actual amounts necessary, we may reverse a portion of such provisions in future periods. Warranty costs are reflected in the consolidated statements of operations as costs of revenues. A reconciliation of the changes in our warranty liability for the years ended January 1, 2022 and January 2, 2021 are as follows (in thousands): FY 2019: Balance as of December 28, 2019 $ 536 Accruals for product warranties 128 Cost of warranty claims ( 108 ) Adjustment to pre-existing warranties ( 309 ) FY 2020: Balance as of January 2, 2021 247 Accruals for product warranties 105 Cost of warranty claims ( 158 ) Adjustment to pre-existing warranties ( 36 ) FY 2021: Balance as of January 1, 2022 $ 158 Shipping and Handling Costs. Our shipping and handling costs billed to customers are included in revenues and the associated expense is recorded in cost of revenues for all periods presented. Shipping and handling costs billed to customers amounted to $ 0.3 million and $ 0.2 million during fiscal years 2021 and 2020, respectively. 54 Research and Development. Research and development expenditures are charged to operations as incurred. Advertising. Advertising and promotion costs are expensed as they are incurred; such costs were approximately $ 0.2 million in 2021 and $ 0.1 million in 2020 and are included in sales and marketing expenses in the accompanying consolidated statements of operations. Income Taxes. We account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Under ASC 740, the liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We annually evaluate the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. As of January 1, 2022, based on the Company's recent history of losses and its forecasted losses, management believes on the more likely than not basis that a full valuation allowance is required. Accordingly, as of January 1, 2022, the Company provided a full valuation allowance on its federal and states deferred tax assets. Accounting for Uncertainty in Income Taxes. We account for uncertain tax positions in accordance with ASC 740. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax provision that an entity takes or expects to take in a tax return. Additionally, ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. Under ASC 740, an entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest and penalties during the years ended January 1, 2022 and January 2, 2021. Accounting for Stock-Based Compensation. We account for stock-based compensation granted to employees and directors, including employees stock option awards and restricted stock units in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award. Stock-based compensation is recognized as expense on a ratable basis over the requisite service period of the award. We value options using the Black-Scholes option pricing model. Time-based restricted stock units are valued at the grant date fair value of the underlying common shares. Performance-based restricted stock units without market conditions are valued at grant date fair value of the underlying common shares. Performance-based RSUs granted with market conditions and performance-based stock options with market conditions are valued using the Monte Carlo simulation model. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Monte Carlo simulation model incorporates assumptions for the holding period, risk-free interest rate, stock price volatility and dividend yield. Concentration of Credit Risk and Other Risks and Uncertainties. Our cash and cash equivalents are deposited in demand and money market accounts. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk. We market our products to distributors and end-users throughout the world. Sales to international distributors are generally made on open credit terms and letters of credit. Management performs ongoing credit evaluations of our customers and maintains an allowance for potential credit losses. Historically, we have not experienced any significant losses related to individual customers or a group of customers in any particular geographic area. For the year ended January 1, 2022, one customer, Topcon, accounted for greater than 10 % of total revenues, representing 21 %. For the year ended January 2, 2021, no single customer accounted for greater than 10 % of total revenues. As of January 1, 2022, two customers, including Topcon, accounted for over 10 % of our accounts receivable, representing 31 % and 11 %, respectively. As of January 2, 2021, one customer accounted for more than 10 % of accounts receivable balance, representing 13 %. Our products require approvals from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. Our future products may not receive required approvals. If we were denied such approvals, or if such 55 approvals were delayed, it would have a material adverse impact on our business, results of operations and financial condition. Reliance on Certain Suppliers. Certain components and services used to manufacture and develop our products are presently available from only one or a limited number of suppliers or vendors. The loss of any of these suppliers or vendors would potentially require a significant level of hardware and/or software development efforts to incorporate the products or services into our products. Net Income (Loss) per Share. Basic net income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares outstanding and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of incremental common shares issuable upon the exercise of stock options and release (vesting) of restricted stock units and awards and are calculated under the treasury stock method. Common stock equivalent shares from unexercised stock options and unvested restricted stock units are excluded from the computation for periods in which we incur a net loss or if the exercise price of such options is greater than the average market price of our common stock for the period as their effect would be anti-dilutive. See Note 18 - Computation of Basic and Diluted Net Loss Per Common Share. Reclassifications Certain reclassifications have been made to the prior year consolidated financial statements included in these consolidated financial statements to conform to the current year presentation. The reclassifications had no impact on previously reported net loss, accumulated deficit, total assets, or total liabilities. Foreign Currency Assets and liabilities of foreign operation with non-U.S. Dollar functional currency are translated to U.S. Dollars using exchange rates in effect at the end of the period. Revenue and expenses are translated to U.S. Dollars using rates that approximate those in effect during the period. The resulting translation adjustments are included in the Company’s Consolidated Balance Sheets in the stockholders’ equity section as a component of accumulated other comprehensive loss (loss). Recently Adopted Accounting Standards. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 in fiscal year 2021 and the standard did not have a material impact on its consolidated financial statements. 3. Significant Transactions On March 2, 2021, the Company entered into a series of strategic transactions with Topcon, headquartered in Tokyo, Japan, in which (i) the Company purchased substantially all of the tangible and intangible assets of Topcon Medical Laser Systems, Inc. (“TMLS”) related to laser products previously manufactured and sold by TMLS, including the Pattern Scanning Laser (“PASCAL”) products, under the tradename “PASCAL” (altogether, the “PASCAL Business”); (ii) Topcon acquired an equity interest in the Company, comprised of the issuance of 1,618,122 shares of the Company’s common stock at $ 6.18 per share (as determined based on the average of the Nasdaq Official Closing Price of the Company’s common stock for the five trading days immediately preceding March 2, 2021); (iii) the Company granted Topcon the exclusive right to distribute certain of its products (including the PASCAL products) in certain international regions (the “Exclusive Distribution Rights”) and (iv) Topcon and the Company entered into the Manufacturing Services Agreement regarding transition of regulatory authorizations relating to, and manufacturing and supply of, the PASCAL products for a specified post-closing transition period. The transaction is expected to result in net proceeds to the Company of approximately $ 19.5 million (of which $ 17.5 million was received on March 10, 2021 with the remaining $ 2.0 million received on January 31, 2022. The net proceeds have been allocated on a fair value basis as follows (in thousands): 1) Issuance of common stock (before issuance costs) $ 10,000 2) Grant of exclusive distribution rights 14,800 3) Purchase of tangible and intangible assets ( 5,343 ) Net Proceeds $ 19,457 56 The purchase of tangible and intangible assets has been recognized as an acquisition of a business with the relative fair value of the net consideration allocated to the tangible and intangible assets based on their preliminary estimated fair values as of the acquisition date. Refer to Note 2. Summary of Significant Accounting Policies for the recognition of revenue under ASC 606 for the grant of exclusive distribution rights. Acquisition of substantially all of TMLS’ assets including the rights to the PASCAL product . On March 10, 2021, the Company completed the purchase of substantially all of the tangible and intangible assets of TMLS, which was an established leader in manufacturing and selling laser products under the tradename “PASCAL.” The acquisition has been recognized as an acquisition of a business and the purchase price (approximately $ 5.3 million) has been preliminarily allocated to tangible and identified intangible assets acquired based on their estimated fair values. As additional information becomes available, the Company may further revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from March 10, 2021). Any such revisions or changes may be material. The following table presents the preliminary allocation of the total purchase price: Estimated Fair Value (in thousands) Inventory $ 2,319 Computers and Software 102 Manufacturing and Office Equipment 112 Other tangible assets 78 Developed Technology 900 In-process Research and Development (IPR&D) 1,000 Trade names and Trademarks 300 Customer Relationships 100 Goodwill 432 Total $ 5,343 Developed technology relates to PASCAL products, a pattern scanning laser used for retinal treatments, and was valued using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology less charges representing the contribution of other assets to those cash flows. The economic useful life is estimated to be seven years , as determined based on the technology cycle related to the developed technology, and the estimated cash flows over the forecast period. IPR&D pertains to an upcoming release of PASCAL products and has been valued using the multi-period excess earnings method under the income approach. Trade names and Trademarks pertain to the “PASCAL” trade name, and the fair value was determined by applying the relief-from-royalty method under the income approach. The economic useful life is estimated to be nine years , based on the expected life of the trade name and the cash flows anticipated over the forecast period. Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of the PASCAL Business, with an estimated useful life of seven years . Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the PASCAL Business. Substantially all goodwill is deductible for tax purposes. 4. Related Party - Topcon Topcon holds 10.2 % voting interest in the Company, which qualifies it to be a principal owner considered a related party, even though it currently does not have significant influence over the Company’s operations. Topcon resells certain of our products as our exclusive distributor in certain international regions. At the same time, the Company also purchases certain raw materials from Topcon. During fiscal year 2021, the Company’s revenues related to Topcon amounted to approximately $ 11.1 million, including $ 0.6 million recognized exclusive distribution rights revenue. The Company’s purchases from Topcon during fiscal year 2021 amounted to $ 1.1 million. As of January 1, 2022, the amounts receivable from and payable to Topcon were $ 3.1 million and $ 0.6 million, respectively. 57 5. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. • Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in our assessment of fair value. The carrying amounts of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses as of January 1, 2022 and January 2, 2021, approximate fair value because of the short maturity of these instruments. The carrying amount of the Company’s PPP Loan as of January 2, 2021, approximates its fair value based on the specified interest rate. As of January 1, 2022 and January 2, 2021, financial assets and liabilities measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above was as follows (in thousands): As of January 1, 2022 As of January 2, 2021 Fair Value Measurements Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 23,359 $ — $ — $ 23,359 $ 11,051 $ — $ — $ 11,051 The Company’s Level 1 financial assets are money market funds whose fair values are based on quoted market prices. The Company does not have any Level 2 and Level 3 financial assets or liabilities. 6. Inventories The components of our inventories are as follows (in thousands): FY 2021 FY 2020 January 1, 2022 January 2, 2021 Raw materials $ 3,937 $ 2,236 Work in process 201 548 Finished goods 3,476 2,930 Total inventories $ 7,614 $ 5,714 58 7. Property and Equipment The components of our property and equipment are as follows (in thousands): FY 2021 FY 2020 January 1, 2022 January 2, 2021 Equipment $ 11,360 $ 10,760 Leasehold improvements 2,454 2,464 Less: accumulated depreciation and amortization ( 13,386 ) ( 12,775 ) Property and equipment, net $ 428 $ 449 Depreciation expense related to property and equipment was $ 640 thousand and $ 488 thousand for the fiscal years 2021 and 2020, respectively. 8. Goodwill The carrying value of goodwill was $ 965 thousand and $ 533 thousand as of January 1, 2022 and January 2, 2021, respectively. In March 2021, the Company recorded approximately $ 0.4 million goodwill in connection with its purchase of the PASCAL Business. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performs an annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceed the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit and can lead to potential impairment in future periods. The Company performed its annual impairment test during the second quarter of fiscal year 2021 and determined that its goodwill was not impaired. The determination of whether any potential impairment of goodwill exists is based upon an impairment test performed in accordance with ASC 350. There was no impairment of goodwill recognized during fiscal years 2021 and 2020. 9. Intangible Assets The components of our purchased intangible assets as of January 1, 2022 are as follows (in thousands): Useful Lives FY 2021 Annual Amortization Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Lives Remaining Customer relations 15 Years $ 28 $ 340 $ 200 $ 140 5.08 Years Developed technology 7 Years 107 900 107 793 6.17 Years Trade names 9 Years 28 300 28 272 8.17 Years In-process R&D 7 Years — 1,000 — 1,000 Not applicable Patents Varies — 600 600 — Varies $ 163 $ 3,140 $ 935 $ 2,205 59 The components of our purchased intangible assets as of January 2, 2021 are as follows (in thousands): Useful Lives FY 2020 Annual Amortization Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Lives Remaining Customer relations 15 Years $ 16 $ 240 $ 172 $ 68 4.25 Years Patents Varies — 600 600 — Varies $ 16 $ 840 $ 772 $ 68 Aggregate amortization expense for fiscal years 2021 and 2020 were $ 163 thousand and $ 16 thousand, respectively. The amortization of developed technology was charged to research and development expense and the customer relations and trade names were charged to sales and marketing expense. Estimated future amortization expense for purchased intangible assets is as follows (in thousands): Fiscal Year: 2022 $ 192 2023 192 2024 192 2025 180 2026 176 Thereafter 273 Total $ 1,205 10. Accrued Expenses and Other Current Liabilities The components of our accrued expenses and other current liabilities are as follows (in thousands): FY 2021 FY 2020 January 1, 2022 January 2, 2021 Legal and professional fees $ 379 $ 326 Sales and marketing expenses 238 116 Temporary help and consulting 215 36 Royalties payable 97 89 Accrued rent — 169 Tax payable 73 — Other accrued expenses 573 254 Total accrued expenses $ 1,575 $ 990 FY 2021 FY 2020 January 1, 2022 January 2, 2021 Customer deposits $ 1,098 $ 802 Other miscellaneous — 14 Total other current liabilities $ 1,098 $ 816 11. Paycheck Protection Program (“PPP”) Loan On April 23, 2020, the Company qualified for and received a loan pursuant to the PPP, a program implemented by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief, and Economic Security Act, from a qualified lender (the “PPP Lender”), for an aggregate principal amount of approximately $ 2.5 million (the "PPP Loan"). The PPP Loan bears interest at a fixed rate of 1.0 % per annum, with the first six months of interest deferred, has a term of two years , and is unsecured and guaranteed by the U.S. Small Business Administration. The principal amount of the PPP Loan is subject to forgiveness under the Paycheck Protection Program upon the Company’s request to the extent that the PPP Loan proceeds are used to pay expenses permitted by the Paycheck Protection Program, including payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company. On September 22, 2020, the Company submitted the PPP Loan forgiveness application for the entire amount of approximately $ 2.5 million. To the extent that all or part of the PPP Loan is not forgiven, the Company would have been required to pay interest on the PPP Loan at a rate of 60 1.0 % per annum. The terms of the PPP Loan provide for customary events of default including, among other things, payment defaults, breach of representations, and insolvency events. In June 2021, the Company was notified by Silicon Valley Bank that its PPP Loan, including accrued interest, has been fully forgiven by the SBA. We recognized a $ 2.5 million gain on PPP Loan forgiveness, included in Other income, net in the consolidated statements of operations for the fiscal year ended January 1, 2022. 12. Commitments and Contingencies Operating Lease Commitments. We lease our operating facilities in Mountain View, California, under a non-cancelable operating lease through February 28, 2022 . On April 30, 2021, we amended our lease to reduce the portion of the premises leased by the Company and extend the lease term through August 31, 2024 . There are no further options or rights to extend the term of this lease. Our operating lease commitments consist of facility and office equipment leases. Operating lease expense for fiscal years 2021 and 2020 was approximately $ 1.1 million and $ 1.3 million, respectively. The weighted average discount rate used in calculating the present value of lease payments was 4.8 %. As of January 1, 2022, the weighted average remaining lease term for our operating leases was 2.6 years. The following represents maturities of operating lease liabilities as of January 1, 2022 (in thousands): Fiscal Year Operating Lease Payments 2022 $ 1,031 2023 1,084 2024 711 2025 — 2026 — Total lease payments 2,826 Less: Imputed interest ( 170 ) Total future minimum lease payments $ 2,656 Purchase Commitments. Our purchase commitments consist primarily of non-cancellable purchase orders with vendors to manufacture certain components and ophthalmic instruments. Future minimum payments for our purchase commitments as of January 1, 2022 were approximately $ 18.0 million. License Agreements. We are obligated to pay royalties equivalent to 1 % to 5 % of sales on certain products under certain license agreements with termination dates through the end of 2033 . Royalty expense, charged to cost of revenues, was approximately $ 0.4 million and $ 0.3 million for fiscal years 2021 and 2020, respectively. Indemnification Arrangements . We enter into standard indemnification arrangements in our ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties (generally our business partners or customers) in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to our products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. We have entered into indemnification agreements with our directors and officers that may require us to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature. These agreements also require us to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to make good faith determination whether or not it is practicable for us to obtain directors and officers insurance. We currently have directors and officers liability insurance. Legal Proceedings. From time to time, we may be involved in legal proceedings arising in the ordinary course of business. In general, management believes that ordinary course of business matters will not have a material adverse effect on our financial position 61 or results of operations and are adequately covered by our liability insurance. However, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one of more of these contingencies or because of the diversion of management’s attention and the incu rrence of significant expenses. 13. Stockholders’ Equity 2008 Equity Incentive Plan. On June 11, 2008, the shareholders approved the adoption of the 2008 Equity Incentive Plan, (the “Incentive Plan”). There are no material changes in the Incentive Plan from the 1998 Plan. In 2014, 2017, 2018, 2019 and 2021, the stockholders approved an amendment to the Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, to increase the share reserve under the Incentive Plan, and to make certain other amendments to the terms of the Incentive Plan. The maximum aggregate number of shares that may be awarded and sold under the Incentive Plan is 4,850,000 shares plus any shares subject to stock options or similar awards granted under the 1998 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 1998 Stock Plan (the “1998 Plan”) that are forfeited to us on or after February 23, 2008, which was the date the 1998 Plan expired. The following table represents the shares activity and the total number of shares available for grant under the Incentive Plan: Shares Available for Grant Balances as of December 28, 2019 1,107,523 Options granted ( 523,650 ) Restricted stock granted ( 557,816 ) Options cancelled or forfeited 257,662 Awards cancelled 194,303 Balances as of January 2, 2021 478,022 Additional shares reserved 1,000,000 Options granted ( 348,363 ) Restricted stock granted ( 257,397 ) Options cancelled or forfeited 159,048 Awards cancelled 91,071 Balances as of January 1, 2022 1,122,381 Awards (RSU, PSU, RSA) with a per share or unit purchase price lower than 100 % of the fair market value of the Company's common stock on the date of grant under the 2008 Equity Incentive Plan, as amended, are counted against shares authorized under the plan as one and one-half shares of common stock for each share. When cancelled, these shares are added back to the Plan as one and one-half shares. The following table shows stock-based compensation expenses by functional area in the consolidated statements of operations for 2021 and 2020 (in thousands): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Cost of revenues $ 328 $ 133 Research and development 87 ( 4 ) Sales and marketing 518 429 General and administrative 695 561 Total stock-based compensation expense $ 1,628 $ 1,119 Stock-based compensation expense capitalized to inventory was immaterial for 2021 and 2020. As of January 1, 2022, there was $ 2.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements under the Incentive Plan. The cost is expected to be recognized over a weighted-average period of 2.00 years. 62 Summary of Stock Options The following table summarizes information regarding activity in our stock option plans during the fiscal years ended 2021 and 2020 (in thousands except share and per share data): Outstanding Options Number of Shares Weighted Average Exercise Price Balances as of December 28, 2019 1,383,552 $ 6.11 Options granted 523,650 2.13 Options exercised — — Options cancelled or forfeited ( 257,662 ) 7.23 Balances as of January 2, 2021 1,649,540 $ 4.67 Options granted 348,363 6.65 Options exercised ( 66,234 ) 3.27 Options cancelled or forfeited ( 159,048 ) 5.14 Balances as of January 1, 2022 1,772,621 $ 5.07 The following table summarizes information with respect to stock options outstanding and exercisable as of January 1, 2022: Options Outstanding Options Vested and Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $1.82 - $2.12 12,613 4.85 $ 2.00 5,146 $ 2.04 $2.13 - $2.13 360,473 5.67 $ 2.13 103,164 $ 2.13 $2.18 - $4.85 164,315 4.53 $ 2.99 89,575 $ 3.09 $4.92 - $4.92 600,000 6.38 $ 4.92 229,167 $ 4.92 $4.98 - $6.57 183,354 4.54 $ 5.75 106,659 $ 5.54 $6.58 - $6.58 242,263 6.59 $ 6.58 — $ — $6.76 - $11.16 174,141 2.80 $ 9.25 124,121 $ 9.88 $12.85 - $12.85 15,000 1.82 $ 12.85 15,000 $ 12.85 $14.61 - $14.61 20,000 2.18 $ 14.61 20,000 $ 14.61 $16.29 - $16.29 462 1.57 $ 16.29 462 $ 16.29 $1.82 - $16.29 1,772,621 5.45 $ 5.07 693,294 $ 5.69 The determination of the fair value of options granted is computed using the Black-Scholes option pricing model with the following weighted average assumptions: Employee Stock Option Plan FY 2021 FY 2020 Average risk free interest rate 0.89 % 0.25 % Expected life (in years) 4.45 years 4.55 years Dividend yield — — Average volatility 73.9 % 62.4 % The weighted average grant date fair value of options granted as calculated using the Black-Scholes option pricing was $ 3.81 and $ 1.06 per share for the fiscal years 2021 and 2020, respectively. 63 Option pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of our stock price history over a period commensurate with the expected term of the options, trading volume of our stock, look-back volatilities and Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as we have not issued any dividends and does not anticipate issuing any dividends in the future. Information regarding stock options outstanding, exercisable and expected to vest as of January 1, 2022 is summarized below: Number of Weighted Average Weighted Average Remaining Contractual Aggregate Intrinsic Value Shares Exercise Price Life (years) (thousands) Options outstanding 1,772,621 $ 5.07 5.45 $ 2,796 Options vested and expected to vest 1,603,903 $ 5.08 5.34 $ 2,565 Options exercisable 693,294 $ 5.69 4.24 $ 1,035 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on January 1, 2022. This amount is subject to change due to changes to the fair market value of our common stock. The total intrinsic value of options exercised for fiscal years 2021 and 2020 were approximately $ 251 thousand and $ 0 thousand, respectively. Restricted Stock Units Effective for the 2018 fiscal year and thereafter, each non-employee member of the Board of Directors receives an annual equity award of either restricted stock or RSU, at the election of such Board member, in each case equal to $ 40 thousand worth of our common stock (determined at the fair market value of the shares at the time such award is granted) under our Incentive Plan. The Lead Independent Director or the Chairman of the Board of Directors receives an additional annual equity award of either restricted stock or RSU, equal to $ 10 thousand worth of our common stock. Each equity award vests in full on the earlier of the one-year anniversary of the date of grant or the Company’s next annual meeting of stockholders, provided that the non-employee member continues to serve on the Board through such date. Summary of Restricted Stock Units We recognize the estimated compensation expense of restricted stock units, net of estimated forfeitures, over the vesting term. The estimated compensation expense is based on the fair value of our common stock on the date of grant. Information regarding the restricted stock units outstanding, vested and expected to vest as of January 1, 2022 is summarized below: Number of Shares Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (thousands) Restricted stock units outstanding 253,761 1.08 $ 1,550 Restricted stock units vested and expected to vest 221,439 1.02 $ 1,353 The intrinsic value of the restricted stock units is calculated based on the closing price of our shares as quoted on the Nasdaq Global Market on the last trading day of the fiscal year, December 31, 2021, of $ 6.11 . The majority of the restricted stock units that were released in fiscal year 2021 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock units on their release date as determined by our closing stock price. These net-share settlements had the effect of share repurchases as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to us. For the fiscal year ended January 1, 2022 , 381,974 shares of restricted stock units were released with an intrinsic value of approximately $ 2.7 million. We withheld 89,842 shares to satisfy approximately $ 629 thousand of employees’ minimum tax obligation on the released restricted stock units. 64 Information regarding the RSU activity during the years ended January 1, 2022 and January 2, 2021 is summarized below: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of December 28, 2019 411,133 $ 7.19 Restricted stock units granted 371,877 $ 1.90 Restricted stock units released ( 128,624 ) $ 2.14 Restricted stock units forfeited ( 129,535 ) $ 5.48 Outstanding as of January 2, 2021 524,851 $ 5.10 Restricted stock units granted 171,598 $ 6.78 Restricted stock units released ( 381,974 ) $ 7.07 Restricted stock units forfeited ( 60,714 ) $ 4.16 Outstanding as of January 1, 2022 253,761 $ 3.50 During the year ended January 1, 2022, the Company awarded 171,598 restricted stock units at a weighted average grant date fair value of $ 6.78 per share. Of this amount, 5,000 performance-based shares that are subject to service and performance vesting conditions with a weighted average grant date fair value of $ 8.34 per share. During fiscal year 2021, 56,900 stock awards were modified to clarify the performance condition. The total incremental expense for these modifications resulted in an additional stock-based compensation expense of $ 0.4 million recorded within cost of sales and operating expenses on the consolidated statement of operations for the fiscal year 2021. 14. Employee Benefit Plan We have a plan known as the Iridex Corporation Profit Sharing/401(k) Plan to provide retirement benefits through the deferred salary deductions for substantially all U.S. employees. Employees may contribute up to 15 % of their annual compensation to the plan, limited to a maximum amount set by the Internal Revenue Service. The plan also provides for Company contributions at the discretion of the Company. In 2021, the Company made $ 201 thousand worth of total matching contributions. The Company did no t make matching contribution during 2020. 15. Income Taxes Loss from operations before provision for income taxes was comprised of the following: FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 United States $ ( 5,233 ) $ ( 6,486 ) Foreign 48 183 Total $ ( 5,185 ) $ ( 6,303 ) 65 The provision for income taxes includes: FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Current: Federal $ — $ — State 20 12 Foreign 18 11 38 23 Deferred: Federal 1 1 State 1 2 2 3 Provision for income taxes $ 40 $ 26 Our effective tax rate differs from the statutory federal income tax rate as shown in the following schedule: FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Income tax provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 7.6 % 0.9 % Permanent differences 17.1 % ( 2.8 )% Research and development credits 2.3 % 0.4 % Change in valuation allowance ( 47.4 )% ( 23.3 )% Foreign rate differential ( 0.2 )% 0.4 % Other ( 1.2 )% 3.0 % Effective tax rate ( 0.8 )% ( 0.4 )% The tax effect of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets are presented below (in thousands): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Net operating losses $ 13,751 $ 11,769 Research and development credits 3,582 3,273 Accruals and reserves 2,637 2,382 Deferred revenue 82 81 Property and equipment 361 307 Intangible assets 268 328 Stock compensation 574 658 Net deferred tax asset 21,255 18,798 Valuation allowance ( 21,280 ) ( 18,820 ) Net deferred tax liabilities $ ( 25 ) $ ( 22 ) Our accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of our deferred tax assets. Assessing the realizability of deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. Our management forecasts taxable income by considering all available positive and negative evidence including our history of operating income or losses and our financial plans and estimates which are used to manage the business. These assumptions require significant judgment about future taxable income. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are reduced. 66 As of January 1 , 2022 , based on the Company's recent history of losses and its forecasted losses, management believes on the more likely than not basis that a full valuation allowance is required. Accordingly, in the fourth quarter of fiscal year 2021 , the Company provided a full valuation allowance on its federal and state deferred tax assets. As of January 1 , 2022 , the Company had federal and state net operating loss (“NOL”) carry forwards of $ 55.4 million and $ 26.2 million , respectively. The federal NOL will begin to expire in 203 3 and the state NOL will begin to expire in 202 2 . The Company has federal and state research credit carry forwards of approximately $ 2.2 million and $ 3.1 million, respectively. The federal research credit will begin to expire in 2027 and the state research credit can be carried forward indefinitely. In the event of a change in ownership as defined by IRC sections 382 and 383, the usage of the above mentioned NOLs and credits may be limited. The Company accounts for uncertain tax positions in accordance with ASC 740, “Income Taxes.” ASC 740 seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax provision that an entity takes or expects to take in a tax return. Additionally, ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. Under ASC 740, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. In accordance with our accounting policy, we recognize accrued interests and penalties related to unrecognized tax benefits as a component of income tax expense. There is no accrued interest and penalty during the year ended January 1, 2022. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Balance at the beginning of the year $ 1,220 $ 1,192 Additions based upon tax positions related to the current year 88 28 Balance at the end of the year $ 1,308 $ 1,220 If the ending balance of $ 1.3 million of unrecognized tax benefits at January 1, 2022 were recognized, $ 0 of the recognition would affect the income tax rate. The Company does not anticipate any material change in our unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business. The Company files U.S. federal and state returns. The tax years 2012 to 2021 remain open in several jurisdictions, none of which have individual significance. 16. Loan and Security Agreement In November 2016, the Company entered into a Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank providing for up to $ 15.0 million secured revolving loan facility (“Revolving Loan Facility”), with availability subject to an accounts receivable borrowing base formula. Borrowings under the Revolving Loan Facility accrue interest at a per annum rate equal to the Wall Street Journal Prime Rate as in effect from time to time, plus 1.5 %. The Loan Agreement does not include any financial covenants. The Loan Agreement expired in November 2, 2019 and was amended (First Amendment to the Loan Agreement) to extend through January 1, 2020 . In January 2020, the Company reduced the credit line to match its expected borrowing base, which is reflected in the Second Amendment to the Loan Agreement providing for up to $ 8.0 million Revolving Loan Facility through January 1, 2021 . The Third Amendment to the Loan Agreement was executed in December 2020 to extend the term through April 1, 2022 . As of January 1, 2022 and January 2, 2021, there were no amounts outstanding. 67 17. Business Segments and Geographical Information We operate in one segment, ophthalmology. Substantially all of our long-term assets are located in the U.S. We develop, manufacture and market medical devices. Our revenues arise from the sale of consoles, delivery devices, consumables, service and support activities. Revenue information shown by product is as follows (in thousands): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Cyclo G6 $ 13,950 $ 11,272 Retina 31,106 18,088 Other(1) 8,847 6,987 Total revenues $ 53,903 $ 36,347 (1) Other includes service contract revenues of $ 1,386 and $ 1,263 recognized during fiscal years 2021 and 2020, respectively. Also includes $ 615 recognized revenue related to the exclusive distribution rights during fiscal year 2021. Other also includes revenues from paid service, royalty, freight and legacy G probes. Revenue information shown by geographic region is as follows (in thousands): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 United States $ 25,561 $ 19,312 Europe 13,573 8,006 Asia/Pacific Rim 12,226 7,062 Americas, excluding the U.S. 2,543 1,967 $ 53,903 $ 36,347 Revenues are attributed to countries based on location of end customers. Other than the United States, Japan accounted for more than 10 % of the Company’s revenues during fiscal year 2021, representing 13.5 %. The United States accounted for 47.4 % of revenues in 2021. For fiscal year 2020 no individual country accounted for more than 10 % of our sales, except for the United States, which accounted for 53.1 %. 18. Computation of Basic and Diluted Net Loss Per Common Share A reconciliation of the numerator and denominator of basic and diluted net income per common share is provided as follows (in thousands, except per share amounts): FY 2021 FY 2020 Year Ended Year Ended January 1, 2022 January 2, 2021 Numerator: Net loss $ ( 5,225 ) $ ( 6,329 ) Denominator: Weighted average shares of common stock (basic) 15,421 13,842 Weighted average shares of common stock (diluted) 15,421 13,842 Per share data: Basic net loss per share $ ( 0.34 ) $ ( 0.46 ) Diluted net loss per share $ ( 0.34 ) $ ( 0.46 ) As of January 1, 2022 and January 2, 2021, stock options, restricted stock units and restricted stock awards of 1,655,218 and 1,407,410 shares, respectively, were excluded from the computation of diluted weighted average shares outstanding because to do so would have been anti-dilutive. 68 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.