Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial statements. The condensed consolidated balance sheet as of December 28, 2013 was derived from the Company’s audited consolidated financial statements at that date. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 14, 2014. The results for the three months ended March 29, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending January 3, 2015 or for any other interim period or for any future year. |
Principles of Consolidation |
The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the variable interest entity, or VIE, of which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. In accordance with GAAP, current authoritative guidance is applied when determining whether an entity is subject to consolidation. |
Fiscal Periods |
The Company follows a 52-53 week fiscal year that ends on the Saturday closest to December 31. A 52 week year includes four quarters of 13 fiscal weeks while a 53 week fiscal year includes three 13 fiscal week quarters and one 14 fiscal week quarter. The last 53 week fiscal year was fiscal year 2008. Fiscal year 2014 is a 53 week fiscal year. All references to years in these notes to condensed consolidated financial statements are fiscal years unless otherwise noted. |
Use of Estimates |
The Company prepares its financial statements in conformity with GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include: determination of accounts receivable allowances, inventory reserves, warranty reserves, rebate reserves, valuation of the Company’s stock options, goodwill valuation, deferred taxes and any associated valuation allowances, distributor channel inventory, royalty revenues, deferred revenue, uncertain income tax positions, property taxes, litigation costs and related accruals. Actual results could differ from such estimates. |
Reclassifications |
Certain amounts in the condensed consolidated financial statements for prior periods have been reclassified to conform to current period presentation. |
Fair Value Measurements |
Authoritative guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: |
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● | Level 1—Quoted prices in active markets for identical assets or liabilities. | | | | | | | | | | | | | | |
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● | Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | | | | | | | | | | | | | |
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● | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | | | | | | | | | | | | | | |
Pursuant to current authoritative guidance, entities are allowed an irrevocable option to elect fair value for the initial and subsequent measurement for specified financial assets and liabilities on a contract-by-contract basis. The Company did not elect the fair value option under this guidance as to specific assets or liabilities. There were no transfers between Level 1, Level 2 and Level 3 inputs during the three months ended March 29, 2014. The Company carries cash and cash equivalents at cost, which approximates fair value. As of March 29, 2014 and December 28, 2013, the Company did not have any short-term investments. |
The following tables represent the Company’s fair value hierarchy for its financial assets (in thousands): |
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| Fair Value Measurement as of |
March 29, 2014 using: |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
U.S. Treasuries | $ | 36,998 | | | $ | — | | | $ | — | | | $ | 36,998 | |
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Money Market funds | 1,792 | | | — | | | — | | | 1,792 | |
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Total | $ | 38,790 | | | $ | — | | | $ | — | | | $ | 38,790 | |
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| Fair Value Measurement as of |
December 28, 2013 using: |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
U.S. Treasuries | $ | 25,997 | | | $ | — | | | $ | — | | | $ | 25,997 | |
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Money Market funds | 1,793 | | | — | | | — | | | 1,793 | |
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Total | $ | 27,790 | | | $ | — | | | $ | — | | | $ | 27,790 | |
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Accounts Receivable and Allowance for Doubtful Accounts |
Accounts receivable consist of trade receivables recorded upon recognition of revenue for product revenues, reduced by reserves for estimated bad debts and returns. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Credit is extended based on evaluation of the customer’s financial condition. Collateral is not required. The allowance for doubtful accounts is determined based on historical write-off experience, current customer information and other relevant factors, including specific identification of past due accounts, based on the age of the receivable in excess of the contemplated or contractual due date. Accounts are charged off against the allowance when the Company believes they are uncollectible. |
Intangible Assets |
Costs to renew intangibles are capitalized and amortized over the remaining useful life of the intangible. As of March 29, 2014, the weighted average number of years until the next renewal is one year for patents and six years for trademarks. |
The Company’s policy is to renew its patents and trademarks. The Company continually evaluates the amortization period and carrying basis of patents and trademarks to determine whether any events or circumstances warrant a revised estimated useful life or reduction in value. Capitalized application costs are charged to operations when it is determined that the patent or trademark will not be obtained or is abandoned. |
Impairment of Goodwill and Intangible assets |
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Goodwill is not amortized, but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. In assessing goodwill impairment for each of its reporting units, the Company has the option to first assess the qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macroeconomic, industry-specific and company-specific factors, including: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then the Company is required to perform the first step of the two-step impairment test by comparing the fair value of the reporting unit, determined using future projected discounted operating cash flows, with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, goodwill is considered impaired and the loss is measured by performing step two. Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. The Company also has the option to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period. The annual impairment test is performed during the fourth fiscal quarter. |
The Company reviews long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
No impairment of goodwill, intangible assets or other long-lived assets was recorded during the three months ended March 29, 2014 or March 30, 2013. |
Revenue Recognition |
The Company follows the current authoritative guidance for revenue recognition. Based on these requirements, the Company recognizes revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company enters into agreements to sell pulse oximetry and related products and services as well as multiple deliverable arrangements that include various combinations of products and services. While the majority of the Company’s sales transactions contain standard business terms and conditions, there are some transactions that contain non-standard business terms and conditions. As a result, contract interpretation is sometimes required to determine the appropriate accounting including: (a) how the arrangement consideration should be allocated among the deliverables if there are multiple deliverables, (b) when to recognize revenue on the deliverables, and (c) whether undelivered elements are essential to the functionality of the delivered elements. Changes in judgments on these assumptions and estimates could materially impact the timing of revenue recognition. |
The authoritative guidance provides a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (ESP). VSOE of fair value is defined as the price charged when the same element is sold separately. VSOE generally exists only when the deliverable is sold separately and is the price actually charged for that deliverable. TPE generally does not exist for the majority of the Company’s products. The objective of ESP is to determine the price at which the Company would transact a sale if the product was sold on a stand-alone basis. In the absence of VSOE and TPE, the Company determines ESP for its products by considering multiple factors including, but not limited to, features and functionality of the product, geographies, type of customer, contractual prices pursuant to Group Purchasing Organization, or GPO, contracts, the Company’s pricing and discount practices and market conditions. |
A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. Most of the Company’s products in a multiple deliverable arrangement qualify as separate units of accounting. In the case of the Company’s monitoring equipment containing embedded Masimo SET® software, the Company has determined that the hardware and software components function together to deliver the equipment's essential functionality and, therefore, represent a single deliverable. Software deliverables, such as rainbow® parameter software, which do not function together with hardware components to provide the equipment's essential functionality, are accounted for under software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverables and the non-software deliverables based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the revenue recognition accounting guidance for arrangements with multiple deliverables. |
Sales under long-term sensor purchase contracts are generally structured such that the Company agrees to provide at no up-front charge certain monitoring equipment, software, installation, training and ongoing warranty support in exchange for the hospital’s agreement to purchase sensors over the term of the agreement, which generally ranges from three to six years. The sensors are essential to the functionality of the monitoring equipment and, therefore, represent a substantive performance obligation. The Company does not recognize any revenue when the monitoring and related equipment and software are delivered to the hospitals and installation and training are complete. The Company recognizes revenue for these delivered elements, on a pro-rata basis, as the sensors are delivered under the long-term purchase commitment. The cost of the monitoring equipment initially placed at the hospitals is deferred and amortized to cost of goods sold over the life of the underlying long-term sensor purchase contract. |
The Company’s distributors primarily purchase sensor products which they then resell to hospitals that are typically fulfilling their purchase obligations to the Company under the end-user hospitals’ long-term sensor purchase commitments. Upon shipment to the distributor, revenue is deferred until the distributor ships the product to the Company’s customers based on an estimate of the inventory held by each distributor at the end of the accounting period. During the quarter ended March 29, 2014, the Company recorded a true-up to its deferred revenue estimate of approximately $2.6 million as a result of new information related to inventory on-hand at one distributor. |
The Company also provides certain end-user hospitals with the ability to purchase sensors under rebate programs. Under these programs, the end-user hospitals may earn rebates based on their purchasing activity. The Company estimates and provides allowances for these programs at the time of sale as a reduction to revenue. |
The Company also earns revenue from the sale of integrated circuit boards that use the Company’s software technology to OEMs as well as license fees for allowing certain OEMs the right to use the Company’s technology in their products. The license fee is recognized upon shipment of the OEM’s product to its customers, as represented to the Company by the OEM. |
In general, customers do not have a right of return for credit or refund. However, the Company allows returns under certain circumstances. At the end of each period, the Company estimates and accrues for these returns as a reduction to revenue and accounts receivable. The Company estimates returns based on several factors, including contractual limitations and past returns history. |
The Company also records royalty revenue under a patent infringement settlement agreement with Covidien Ltd. (Covidien) based on the estimated U.S. sales of Covidien’s infringing products multiplied by the current royalty rate of 7.75%. This estimated revenue is adjusted prospectively when the Company receives the Covidien royalty report, approximately 60 days after the end of each quarter. |
Product Warranty |
The Company provides a warranty against defects in material and workmanship for a period ranging from six months to one year, depending on the product type. In the case of long-term sales agreements, the Company typically warrants the products for the term of the agreement, which generally ranges from three to six years. In traditional sales activities, including direct and OEM sales, the Company establishes an accrual for the estimated costs of warranty at the time of revenue recognition. Estimated warranty expenses are recorded as an accrued liability, with a corresponding provision to cost of sales. In long-term sales agreements, revenue related to extended warranty is recognized over the life of the contract, while the product warranty costs related to the long-term sales agreements are expensed as incurred. |
Changes in the product warranty accrual were as follows (in thousands): |
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| Three Months Ended | | | | | | | | |
| March 29, | | March 30, | | | | | | | | |
2014 | 2013 | | | | | | | | |
Warranty accrual, beginning of period | $ | 1,161 | | | $ | 838 | | | | | | | | | |
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Provision for warranty costs | 467 | | | 777 | | | | | | | | | |
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Warranty expenditures | (480 | ) | | (600 | ) | | | | | | | | |
Warranty accrual, end of period | $ | 1,148 | | | $ | 1,015 | | | | | | | | | |
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Comprehensive Income |
Authoritative accounting guidance establishes requirements for reporting and disclosure of comprehensive income and its components. Comprehensive income includes foreign currency translation adjustments and related tax benefits, which have been excluded from net income including noncontrolling interest, and reflected in Masimo Corporation stockholders’ equity. |
The change in accumulated other comprehensive income is as follows (in thousands): |
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| Three Months Ended | | | | | | | | | | | | |
March 29, 2014 | | | | | | | | | | | | |
Accumulated other comprehensive income, beginning of period | $ | 3,995 | | | | | | | | | | | | | |
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Foreign currency translation adjustments | 19 | | | | | | | | | | | | | |
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Accumulated other comprehensive income, end of period | $ | 4,014 | | | | | | | | | | | | | |
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Net Income Per Share |
Basic net income per share attributable to Masimo Corporation for the three months ended March 29, 2014 and March 30, 2013 is computed by dividing net income attributable to Masimo Corporation stockholders by the weighted average number of shares outstanding during each period. The diluted net income per share attributable to Masimo Corporation stockholders for the three months ended March 29, 2014 and March 30, 2013 is computed by dividing the net income attributable to Masimo Corporation stockholders by the weighted average number of shares and potential shares outstanding during each period, if the effect of potential shares is dilutive. Potential shares include incremental shares of stock issuable upon the exercise of stock options. For the three months ended March 29, 2014 and March 30, 2013, weighted options to purchase 2.8 million and 6.7 million shares of common stock, respectively, were outstanding, but were not included in the computation of diluted net income per share because the effect of including such shares would have been antidilutive in the periods presented. Based on authoritative accounting guidance, the Company adjusted its net income including noncontrolling interest by the amount of net loss attributable to the noncontrolling interest for the three months ended March 29, 2014 and March 30, 2013, to determine its net income attributable to its stockholders. A reconciliation of basic and diluted net income per share attributable to Masimo Corporation stockholders is as follows (in thousands, except per share amounts): |
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| Three Months Ended | | | | | | | | |
| March 29, | | March 30, | | | | | | | | |
2014 | 2013 | | | | | | | | |
Net income attributable to Masimo Corporation stockholders: | | | | | | | | | | | |
Net income including noncontrolling interest | $ | 22,491 | | | $ | 16,402 | | | | | | | | | |
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Net loss attributable to the noncontrolling interest | 141 | | | 26 | | | | | | | | | |
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Net income attributable to Masimo Corporation stockholders | $ | 22,632 | | | $ | 16,428 | | | | | | | | | |
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Basic net income per share attributable to Masimo Corporation stockholders: | | | | | | | | | | | |
Net income attributable to Masimo Corporation stockholders | $ | 22,632 | | | $ | 16,428 | | | | | | | | | |
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Weighted average shares outstanding - basic | 56,705 | | | 57,240 | | | | | | | | | |
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Basic net income per share attributable to Masimo Corporation stockholders | $ | 0.4 | | | $ | 0.29 | | | | | | | | | |
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Diluted net income per share attributable to Masimo Corporation stockholders: | | | | | | | | | | | |
Weighted average shares outstanding | 56,705 | | | 57,240 | | | | | | | | | |
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Diluted share equivalent: stock options | 1,342 | | | 771 | | | | | | | | | |
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Weighted average shares outstanding - diluted | 58,047 | | | 58,011 | | | | | | | | | |
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Diluted net income per share attributable to Masimo Corporation stockholders | $ | 0.39 | | | $ | 0.28 | | | | | | | | | |
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Seasonality |
The healthcare business in the United States and overseas is typically subject to quarterly fluctuations in hospital and other alternative care admissions. Over the past three years, the Company’s third fiscal quarter revenues have experienced a sequential decline from its second fiscal quarter revenues. The Company believes this is due primarily to the summer vacation season in which people throughout the world tend to shift their elective procedures out of the summer holiday season. Another factor affecting quarterly revenues is the traditional “flu season” that often increases hospital and acute care facility admissions during the Company’s first and/or fourth fiscal quarters. Because the Company's non-sales variable operating expenses often do not fluctuate in the same manner as its quarterly product sales, this may cause fluctuations in the Company’s quarterly operating income that are disproportionate to fluctuations in its quarterly revenue. |
Recently Adopted Accounting Pronouncements |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, or ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This update required companies to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, unless certain conditions exist. The Company adopted this update in fiscal year 2013 and such adoption did not have a material impact on the consolidated financial statements. |
In July 2012, the FASB issued Accounting Standards Update No. 2012-2, or ASU 2012-2, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, to allow entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-2 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, then a quantitative impairment test that exists under current authoritative accounting guidance must be completed. Otherwise, the quantitative impairment test is not required. ASU 2012-2 was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted this update in fiscal year 2013 and such adoption did not have a material impact on the consolidated financial statements. |