Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 28, 2013 | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 28-Sep-13 |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | MASI |
Entity Registrant Name | MASIMO CORP |
Entity Central Index Key | 937556 |
Current Fiscal Year End Date | -16 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 56,532,986 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $91,717 | $71,554 |
Accounts receivable, net of allowance for doubtful accounts of $1,708 and $1,956 at September 28, 2013 and December 29, 2012, respectively | 70,166 | 67,911 |
Royalties receivable | 6,800 | 7,130 |
Inventories | 59,460 | 47,358 |
Prepaid expenses | 18,859 | 8,587 |
Deferred tax assets | 12,003 | 12,911 |
Other current assets | 2,928 | 3,896 |
Total current assets | 261,933 | 219,347 |
Deferred cost of goods sold | 61,214 | 52,103 |
Property and equipment, net | 24,935 | 23,924 |
Intangible assets, net | 28,032 | 27,363 |
Goodwill | 22,959 | 22,824 |
Deferred tax assets | 21,506 | 22,363 |
Other assets | 7,190 | 8,022 |
Total assets | 427,769 | 375,946 |
Current liabilities | ||
Accounts payable | 38,134 | 27,033 |
Accrued compensation | 28,506 | 25,021 |
Accrued liabilities | 15,943 | 16,648 |
Income taxes payable | 1,042 | 1,504 |
Deferred revenue | 19,644 | 19,278 |
Current portion of capital lease obligations | 122 | 55 |
Total current liabilities | 103,391 | 89,539 |
Deferred revenue | 563 | 576 |
Capital lease obligations, less current portion | 233 | 60 |
Other liabilities | 9,683 | 10,103 |
Total liabilities | 113,870 | 100,278 |
Commitments and contingencies | ||
Masimo Corporation stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; 0 shares issued and outstanding at September 28, 2013 and December 29, 2012 | ||
Common stock, $0.001 par value; 100,000 shares authorized; 56,533 and 57,308 shares outstanding at September 28, 2013 and December 29, 2012, respectively | 57 | 57 |
Treasury stock, 4,156 and 3,156 shares at September 28, 2013 and December 29, 2012, respectively | -83,454 | -63,664 |
Additional paid-in capital | 269,383 | 258,783 |
Accumulated other comprehensive income | 4,425 | 3,542 |
Retained earnings | 123,429 | 74,361 |
Total Masimo Corporation stockholders' equity | 313,840 | 273,079 |
Noncontrolling interest | 59 | 2,589 |
Total equity | 313,899 | 275,668 |
Total liabilities and equity | $427,769 | $375,946 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $1,708 | $1,956 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares outstanding | 56,533 | 57,308 |
Treasury stock, shares | 4,156 | 3,156 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Revenue: | ||||
Product | $124,522 | $112,108 | $382,725 | $339,644 |
Royalty | 6,925 | 6,961 | 22,086 | 21,428 |
Total revenue | 131,447 | 119,069 | 404,811 | 361,072 |
Cost of goods sold | 43,968 | 40,736 | 136,519 | 122,002 |
Gross profit | 87,479 | 78,333 | 268,292 | 239,070 |
Operating expenses: | ||||
Selling, general and administrative | 53,090 | 48,260 | 159,536 | 142,381 |
Research and development | 13,646 | 12,121 | 41,692 | 33,736 |
Total operating expenses | 66,736 | 60,381 | 201,228 | 176,117 |
Operating income | 20,743 | 17,952 | 67,064 | 62,953 |
Non-operating income (expense) | -676 | 912 | -3,240 | -132 |
Income before provision for income taxes | 20,067 | 18,864 | 63,824 | 62,821 |
Provision for income taxes | 4,581 | 5,301 | 17,288 | 15,724 |
Net income including noncontrolling interest | 15,486 | 13,563 | 46,536 | 47,097 |
Net loss attributable to the noncontrolling interest | 116 | 231 | 2,532 | 168 |
Net income attributable to Masimo Corporation stockholders | 15,602 | 13,794 | 49,068 | 47,265 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | 1,542 | 1,836 | 883 | 1,779 |
Comprehensive income attributable to Masimo Corporation stockholders | $17,144 | $15,630 | $49,951 | $49,044 |
Net income per share attributable to Masimo Corporation stockholders: | ||||
Basic | $0.28 | $0.24 | $0.86 | $0.82 |
Diluted | $0.27 | $0.24 | $0.85 | $0.81 |
Weighted average shares used in per share calculations: | ||||
Basic | 56,501 | 57,201 | 56,727 | 57,507 |
Diluted | 57,404 | 58,145 | 57,506 | 58,454 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ||
Net income including noncontrolling interest | $46,536 | $47,097 |
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities: | ||
Depreciation and amortization | 8,459 | 6,509 |
Share-based compensation | 9,020 | 11,033 |
Loss on disposal of property and equipment | 84 | |
Provision for (benefit from) doubtful accounts | 532 | -5 |
Provision for obsolete inventory | 957 | 617 |
Provision for warranty costs | 2,134 | 1,866 |
Provision for (benefit from) deferred income taxes | 1,687 | -319 |
Income tax benefit from exercise of stock options granted prior to January 1, 2006 | 595 | 259 |
Excess tax deficit from share-based compensation arrangements | 759 | 340 |
Realized foreign exchange loss on forward contracts | 45 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | -2,773 | -4,982 |
(Increase) decrease in royalties receivable | 330 | -67 |
Increase in inventories | -13,031 | -1,700 |
(Increase) decrease in deferred cost of goods sold | -9,100 | 160 |
Increase in prepaid expenses | -10,304 | -2,888 |
(Increase) decrease in other assets | 1,777 | -1,316 |
Increase (decrease) in accounts payable | 11,091 | -2,730 |
Increase in accrued compensation | 3,544 | 2,344 |
Increase (decrease) in accrued liabilities | -2,807 | 820 |
Decrease in income taxes payable | -1,217 | -419 |
Increase in deferred revenue | 354 | 2,490 |
Decrease in other liabilities | -417 | -2,196 |
Net cash provided by operating activities | 48,210 | 56,958 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -6,910 | -7,812 |
Increase in intangible assets | -2,986 | -2,904 |
Cash paid for acquisitions | -37,399 | |
Net cash used in investing activities | -9,896 | -48,115 |
Cash flows from financing activities: | ||
Repayments of capital lease obligations | -112 | -12 |
Proceeds from issuance of common stock | 1,746 | 1,034 |
Excess tax deficit from share-based compensation arrangements | -759 | -340 |
Repurchases of common stock | -19,790 | -26,268 |
Net proceeds from settlement of forward contracts | 88 | |
Net cash used in financing activities | -18,915 | -25,498 |
Effect of foreign currency exchange rates on cash | 764 | -239 |
Net increase (decrease) in cash and cash equivalents | 20,163 | -16,894 |
Cash and cash equivalents at beginning of period | 71,554 | 129,882 |
Cash and cash equivalents at end of period | $91,717 | $112,988 |
Description_of_the_Company
Description of the Company | 9 Months Ended |
Sep. 28, 2013 | |
Accounting Policies [Abstract] | |
Description of the Company | 1. Description of the Company |
Masimo Corporation, or the Company, is a global medical technology company that develops, manufactures and markets noninvasive patient monitoring products. The Company’s mission is to improve patient outcomes and reduce cost of care by taking noninvasive monitoring to new sites and applications. The Company invented Masimo Signal Extraction Technology, or Masimo SET®, which provides the capabilities of Measure-Through Motion and Low Perfusion pulse oximetry to address the primary limitations of conventional pulse oximetry. The Company has also developed Masimo rainbow® SET products which monitor multiple blood measurements, including oxygen content, carboxyhemoglobin, methemoglobin and hemoglobin. Additional rainbow® SET measurements that assist clinicians are Pleth Variability Index, or PVI®, and respiration rate, from our acoustic sensor. The Company develops, manufactures and markets a family of patient monitoring solutions which incorporate a monitor or circuit board and sensors, including proprietary single-patient use, reusable and resposable sensors and cables. The Company considers the pulse oximetry device (monitor or circuit board), its sensors and cables and software fees to be products as defined in its condensed consolidated statements of comprehensive income. The Company sells to hospitals and the alternate care market through its direct sales force and distributors, and markets its circuit boards containing the Company’s proprietary algorithm and software architecture to original equipment manufacturer, or OEM, partners. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | 2. 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, or 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, or 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 29, 2012 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, filed with the SEC on February 15, 2013. The results for the three and nine months ended September 28, 2013 are not necessarily indicative of the results to be expected for the fiscal year ending December 28, 2013 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 conventional 52/53 week fiscal year. Under a conventional 52/53 week fiscal year, 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. Fiscal 2012 was on a 52 week fiscal calendar in which the Company’s first, second and third quarters ended on Saturday, March 31, 2012, June 30, 2012 and September 29, 2012, respectively, and its fiscal year ended on Saturday, December 29, 2012. Fiscal 2013 is also on a 52 week fiscal calendar in which the Company’s first, second and third quarters ended on Saturday, March 30, 2013, June 29, 2013 and September 28, 2013, respectively, and its fiscal year will end on Saturday, December 28, 2013. | |||||||||||||||||
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, distributor channel inventory, royalty revenues, deferred revenue, uncertain income tax positions and the medical device excise tax. Actual results could differ from those estimates. | |||||||||||||||||
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: | |||||||||||||||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | 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. | ||||||||||||||||
• | 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 and nine months ended September 28, 2013. The Company carries cash and cash equivalents at cost which approximates fair value. As of September 28, 2013 and December 29, 2012, 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): | |||||||||||||||||
Fair Value Measurement as of September 28, 2013 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | — | $ | — | $ | — | $ | — | |||||||||
Money Market funds | 32,792 | — | — | 32,792 | |||||||||||||
Total | $ | 32,792 | $ | — | $ | — | $ | 32,792 | |||||||||
Fair Value Measurement as of December 29, 2012 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | 31,999 | $ | — | $ | — | $ | 31,999 | |||||||||
Money Market funds | 1,623 | — | — | 1,623 | |||||||||||||
Total | $ | 33,622 | $ | — | $ | — | $ | 33,622 | |||||||||
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 September 28, 2013, 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 | |||||||||||||||||
The Company follows the current authoritative guidance for goodwill and intangible asset impairment. The Company first performs 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, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. In the first step of the goodwill impairment test, the estimated fair value of the reporting unit is compared with its carrying amount, including goodwill. If the estimated fair value is less than the carrying amount, then a second step must be completed in order to determine the amount of the goodwill impairment. In the second step, the implied fair value of the goodwill is determined by allocating the fair value of all of the reporting unit’s assets and liabilities other than goodwill in a manner similar to a purchase price allocation. The implied fair value of the goodwill that results from the allocation is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference. | |||||||||||||||||
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 and nine months ended September 28, 2013 or September 29, 2012. | |||||||||||||||||
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. | |||||||||||||||||
In September 2009, the Financial Accounting Standards Board, or FASB, amended the accounting standards related to revenue recognition for arrangements with multiple deliverables. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. The FASB also amended the accounting standards for revenue recognition to exclude software that is contained in a tangible product from the scope of software revenue guidance if the software is essential to the tangible product’s functionality. The Company adopted these new standards on a prospective basis. Therefore, the new standards apply only to revenue arrangements entered into or materially modified beginning January 2, 2011. Revenue arrangements entered into or modified prior to January 2, 2011 continue to be accounted for under the prior authoritative guidance. | |||||||||||||||||
The new standards establish 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, or VSOE, (ii) third-party evidence of selling price, or TPE, and (iii) best estimate of the selling price, or 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 because of their uniqueness. 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 products containing embedded Masimo SET® software, the Company has determined that the hardware and software components function together to deliver the products’ essential functionality and, therefore, represent a single deliverable. In accordance with the new guidance, the revenue from the sale of these products no longer falls within the scope of the software revenue recognition guidance. Software deliverables, such as rainbow® parameter software, which do not function together with hardware components to provide the products’ essential functionality, continue to be accounted for under software revenue recognition guidance. The Company’s multiple deliverable arrangements may therefore have software deliverables that are subject to the existing 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 new revenue recognition accounting guidance for arrangements with multiple deliverables. | |||||||||||||||||
The Company’s sales under long-term sensor purchase contracts are generally structured such that the Company agrees to provide up-front and at no 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 adoption of the new guidance for revenue recognition did not change this pattern of revenue recognition for long-term sensor purchase contracts. 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 purchase primarily 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 Company’s commitment to its end-user hospital is fulfilled, which occurs when the sensors are sold by the distributor to the end-user hospital. 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 and 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. | |||||||||||||||||
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): | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Warranty accrual, beginning of period | $ | 838 | $ | 698 | |||||||||||||
Provision for warranty costs | 2,134 | 1,866 | |||||||||||||||
Warranty expenditures | (1,837 | ) | (1,790 | ) | |||||||||||||
Warranty accrual, end of period | $ | 1,135 | $ | 774 | |||||||||||||
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): | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
28-Sep-13 | |||||||||||||||||
Accumulated other comprehensive income, beginning of period | $ | 3,542 | |||||||||||||||
Foreign currency translation adjustments | 883 | ||||||||||||||||
Accumulated other comprehensive income, end of period | $ | 4,425 | |||||||||||||||
Net Income Per Share | |||||||||||||||||
Basic net income per share attributable to Masimo Corporation for the three and nine months ended September 28, 2013 and September 29, 2012 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 and nine months ended September 28, 2013 and September 29, 2012 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 and nine months ended September 28, 2013, options to purchase 5.7 million and 7.2 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. For the three and nine months ended September 29, 2012, options to purchase 6.4 million and 6.4 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 and nine months ended September 28, 2013 and September 29, 2012, 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): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net income attributable to stockholders of Masimo Corporation: | |||||||||||||||||
Net income including noncontrolling interest | $ | 15,486 | $ | 13,563 | $ | 46,536 | $ | 47,097 | |||||||||
Net loss attributable to the noncontrolling interest | 116 | 231 | 2,532 | 168 | |||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Basic net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 57,727 | 57,507 | |||||||||||||
Basic net income per share attributable to Masimo Corporation stockholders | $ | 0.28 | $ | 0.24 | $ | 0.86 | $ | 0.82 | |||||||||
Diluted net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 56,727 | 57,507 | |||||||||||||
Diluted share equivalent: stock options | 903 | 944 | 779 | 947 | |||||||||||||
Weighted average shares outstanding - diluted | 57,404 | 58,145 | 57,506 | 58,454 | |||||||||||||
Diluted net income per share attributable to Masimo Corporation stockholders | $ | 0.27 | $ | 0.24 | $ | 0.85 | $ | 0.81 | |||||||||
New Accounting Pronouncement | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, or ASU 13-11, 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. ASU 13-11 amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, or a tax credit carryforward when such items exist in the same taxing jurisdiction. This update is effective for interim and annual periods beginning after December 15, 2013. Early adoption of this update is permitted. The Company does not expect the adoption of this update to have a material impact on its condensed consolidated financial statements. |
Variable_Interest_Entity_VIE
Variable Interest Entity (VIE) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Text Block [Abstract] | |||||
Variable Interest Entity (VIE) | 3. Variable Interest Entity (VIE) | ||||
The Company follows authoritative guidance for the consolidation of its VIE, which requires an enterprise to determine whether its variable interest gives it a controlling financial interest in a VIE. Determination about whether an enterprise should consolidate a VIE is required to be evaluated continuously as changes to existing relationships or future transactions may result in consolidating or deconsolidating the VIE. | |||||
Cercacor Laboratories, Inc. | |||||
Cercacor Laboratories, Inc., or Cercacor, is an independent entity spun off from the Company to its stockholders in 1998. Joe Kiani and Jack Lasersohn, members of the Company’s board of directors, are also members of the board of directors of Cercacor. Joe Kiani, the Company’s Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of Cercacor. The Company is a party to a Cross-Licensing Agreement with Cercacor, which was most recently amended and restated effective January 1, 2007, or the Cross-Licensing Agreement, that governs each party’s rights to certain intellectual property held by the two companies. | |||||
Under the Cross-Licensing Agreement, the Company granted Cercacor an exclusive, perpetual and worldwide license, with sublicense rights, to use all Masimo SET® owned by the Company, including all improvements on this technology, for the monitoring of non-vital signs measurements and to develop and sell devices incorporating Masimo SET® for monitoring non-vital signs measurements in any product market in which a product is intended to be used by a patient or pharmacist rather than a professional medical caregiver. The Company refers to this market as the Cercacor Market. The Company also granted Cercacor a non-exclusive, perpetual and worldwide license, with sublicense rights, to use all Masimo SET® for the measurement of vital signs in the Cercacor Market. | |||||
The Company exclusively licenses from Cercacor the right to make and distribute products in the professional medical caregiver markets, which the Company refers to as the Masimo Market, that utilize rainbow® technology for the measurement of carbon monoxide, methemoglobin, fractional arterial oxygen saturation and hemoglobin, which includes hematocrit. To date, the Company has developed and commercially released devices that measure carbon monoxide, methemoglobin and hemoglobin using licensed rainbow® technology. The Company also has the option to obtain exclusive licenses to make and distribute products that utilize rainbow® technology for the monitoring of other non-vital signs measurements, including blood glucose, in product markets where the product is intended to be used by a professional medical caregiver. | |||||
From May 1998 through May 2009, Cercacor contracted the services of the Company’s employees for the development of rainbow® technology. The Company paid Cercacor for the option to market and develop products based on Cercacor technology in defined markets. Through December 2005, the Company paid Cercacor $7.5 million in option fees. Nearly all these option fees were used by Cercacor to repay the Company for the services that the Company had provided to Cercacor. In addition, through September 2009, the Company exercised its options to three licenses, for $2.5 million each, for the right to market products based on the new carbon monoxide, methemoglobin and hemoglobin parameter technologies developed by Cercacor. Effective as of January 1, 2007, the Company entered into a Services Agreement with Cercacor to govern the general and administrative services the Company provides to Cercacor. | |||||
The Company’s license to rainbow® technology for these parameters in these markets is exclusive on the condition that the Company continues to pay Cercacor royalties on its products incorporating rainbow® technology, subject to certain minimum aggregate royalty thresholds, and that the Company use commercially reasonable efforts to develop or market products incorporating the licensed rainbow® technology. The royalty is up to 10% of the rainbow® royalty base, which includes handhelds, tabletop and multi-parameter devices. Handheld products incorporating rainbow® technology will carry up to a 10% royalty rate. For other products, only the proportional amount attributable for that portion of the Company’s devices used to monitor non-vital signs measurements, rather than for monitoring vital signs measurements, and sensors and accessories for measuring only non-vital signs parameters, will be included in the 10% rainbow® royalty base. Effective January 2009, for multi-parameter devices, the rainbow® royalty base includes the percentage of the revenue based on the number of rainbow® enabled measurements. For hospital contracts where the Company places equipment and enters into a sensor contract, the Company pays a royalty to Cercacor on the total sensor contract revenues based on the ratio of rainbow® enabled devices to total devices. | |||||
The Company is also subject to certain specific annual minimum aggregate royalty payments. The aggregate royalty payments were $1.3 million and $3.8 million for the three and nine months ended September 28, 2013, respectively, and $1.3 million and $3.8 million for the three and nine months ended September 29, 2012, respectively. In addition, in connection with a change in control, as defined in the Cross-Licensing Agreement, the minimum aggregate annual royalties for all licensed rainbow® measurements payable to Cercacor will increase to $15.0 million per year and up to $2.0 million per year for other rainbow® measurements. | |||||
In February 2009, in order to accelerate the product development of an improved hemoglobin spot-check measurement device, Pronto-7®, the Company’s board of directors agreed to fund additional engineering expenses of Cercacor. Specifically, these expenses included third party engineering materials and supplies expense as well as 50% of Cercacor’s total engineering and engineering related payroll expenses, from April 2009 through June 2010, the original anticipated completion date of this product development effort. Since July 2010, Cercacor has continued to assist the Company with product development efforts and charged the Company accordingly. Beginning in 2012, due to a revised estimate of the support required by the Company to complete the various Pronto-7® related projects, the Company’s board of directors approved an increase in the percentage of Cercacor’s total engineering and engineering related payroll expenses funded by the Company from 50% to 60%. During the three and nine months ended September 28, 2013, and until both parties agree to end these services, Cercacor assisted and will continue to assist the Company with the continuing development efforts related to the new handheld noninvasive multi-parameter spot-check hemoglobin testing device. During the three and nine months ended September 28, 2013, the total expenses for these additional services, materials and supplies totaled $1.0 million and $3.1 million, respectively. During the three and nine months ended September 29, 2012, the total expenses for these additional services, materials and supplies totaled $1.0 million and $2.6 million, respectively. | |||||
The condensed consolidated balance sheets include a noncontrolling interest in Cercacor of $0.1 million and $2.6 million as of September 28, 2013 and December 29, 2012, respectively, which represents the value of common stock, additional paid in capital and retained earnings of Cercacor, which are not available to the Company. In addition, the condensed consolidated balance sheets include, net of intercompany eliminations, total assets of $7.1 million and $9.0 million as of September 28, 2013 and December 29, 2012, respectively, related to Cercacor. Cercacor’s total assets as of September 28, 2013 included $4.6 million for intangible assets and $2.1 million for property and equipment. Its total assets as of December 29, 2012 included $4.2 million for intangible assets, $2.5 million for property and equipment and $1.8 million related to deferred tax assets. The condensed consolidated balance sheets include total liabilities, net of intercompany eliminations, of $1.9 million and $2.0 million as of September 28, 2013 and December 29, 2012, respectively, related to Cercacor. | |||||
Pursuant to authoritative accounting guidance, Cercacor is consolidated within the Company’s financial statements for all periods presented. The Company is required to consolidate Cercacor since the Company is currently deemed to be the primary beneficiary of Cercacor’s activities. This determination is based primarily on the Company’s obligation to absorb Cercacor’s expected losses, as well as its ability to direct the activities that most significantly impact Cercacor’s economic performance. Accordingly, all intercompany royalties, option and license fees and other charges between the Company and Cercacor as well as all intercompany payables and receivables have been eliminated in the consolidation. Also, all direct engineering expenses that have been incurred by the Company and charged to Cercacor, or that have been incurred by Cercacor and charged to the Company, have not been eliminated and are included as research and development expense in the Company’s condensed consolidated statements of comprehensive income. Upon consolidation, a net payable of $0.8 million due to the Company as of September 28, 2013 and a net receivable of $0.2 million due from the Company as of December 29, 2012, were eliminated. Also upon consolidation, $4.6 million and $4.9 million of deferred revenue related to technology licensed to the Company as of September 28, 2013 and December 29, 2012, respectively, were eliminated. Assets of Cercacor can only be used to settle obligations of Cercacor and creditors of Cercacor have no recourse to the general credit of the Company. | |||||
For the foreseeable future, the Company anticipates that it will continue to consolidate Cercacor pursuant to the current authoritative accounting guidance; however, in the event that Cercacor is no longer considered a VIE or in the event that the Company is no longer the primary beneficiary of Cercacor, the Company may discontinue consolidating the entity. | |||||
The changes in noncontrolling interest for Cercacor are as follows (in thousands): | |||||
Nine Months Ended | |||||
28-Sep-13 | |||||
Noncontrolling interest, beginning of period | $ | 2,589 | |||
Increase in additional paid-in capital of noncontrolling interest | 2 | ||||
Net loss attributable to noncontrolling interest | (2,532 | ) | |||
Other comprehensive income attributable to noncontrolling interest | — | ||||
Noncontrolling interest, end of period | $ | 59 | |||
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 28, 2013 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions |
Spire Semiconductor (currently Masimo Semiconductor) | |
On March 9, 2012, the Company acquired substantially all of the assets and certain liabilities of Spire Semiconductor, LLC, or Spire, a maker of advanced light emitting diode and other advanced component-level technologies. In 2012, Spire Semiconductor was renamed Masimo Semiconductor, Inc., which is a wholly-owned subsidiary of Masimo Corporation. The acquisition gave the Company an advanced ability to develop custom components, accelerate development cycles, and optimize future product costs. Masimo Semiconductor, based in New Hampshire, specializes in wafer epitaxy, foundry services and device fabrication for biomedical, telecommunications, consumer products and other markets. | |
Under the acquisition agreement, the Company paid $7.2 million and assumed $1.2 million of Spire’s liabilities. Simultaneous with this asset acquisition, the Company entered into a lease agreement with a related party to Spire to lease manufacturing and office space in New Hampshire through March 2017. | |
All the assets and liabilities acquired from Spire as of March 9, 2012, and Masimo Semiconductor’s operating results since the acquisition date, have been included in the condensed consolidated financial statements. Pro forma results of operations for this acquisition were not presented because the effect of this acquisition was not material to the Company’s financial condition or results of operations. | |
Phasein (currently Masimo Sweden) | |
On July 27, 2012, the Company acquired PHASEIN AB, or Phasein, a developer and manufacturer of ultra-compact mainstream and sidestream capnography and gas monitoring technologies. In 2013, Phasein was renamed Masimo Sweden. The acquisition of Phasein’s technologies complements the Company’s breakthrough innovations for patient monitoring with a portfolio of products ranging from OEM solutions for external “plug-in-and-measure” capnography and gas analyzers and integrated modules to handheld capnometer devices. | |
With multiple measurements delivered through either mainstream or sidestream options, the Company’s customers can benefit from CO2, N2O, O2 and anesthetic agent monitoring in many hospital environments, such as operating rooms, procedural sedation and intensive care units. | |
The Company paid $30.5 million for all outstanding shares of Phasein. The final purchase price allocation resulted in $16.1 million assigned to goodwill, $12.6 million assigned to intangible assets, $1.4 million assigned to inventory, $2.4 million assigned to various other assets and $2.0 million assigned to various liabilities. The Company funded the acquisition entirely with existing cash and cash equivalents. The assets acquired from, and the liabilities assumed in connection with, the acquisition of Phasein, as well as its results of operations since the acquisition date, are included in the condensed consolidated financial statements. Pro forma results of operations for this acquisition were not presented because the effect of this acquisition was not material to the Company’s financial condition or results of operations. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 28, 2013 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 5. Cash and Cash Equivalents |
The Company considers all highly liquid investments with an original maturity from date of purchase of three months or less, or highly liquid investments that are readily convertible into known amounts of cash, to be cash equivalents. As of September 28, 2013, the Company’s cash balance was $58.9 million, which was comprised of checking accounts. Additionally, the Company had cash equivalents of $32.8 million, all consisting of money market funds. As of December 29, 2012, the Company’s cash balance was $38.0 million, comprised of checking accounts. Additionally, the Company had cash equivalents of $33.6 million, consisting of $32.0 million of U.S. Treasury bills and $1.6 million of money market funds. |
Royalties_Receivable
Royalties Receivable | 9 Months Ended |
Sep. 28, 2013 | |
Text Block [Abstract] | |
Royalties Receivable | 6. Royalties Receivable |
The royalty receivable of $6.8 million as of September 28, 2013 represents the Company’s estimated amount due for the three months ended September 28, 2013. Pursuant to the settlement agreement with Nellcor Puritan Bennett, Inc. (currently Covidien Ltd., or Covidien), the royalties are paid to the Company based on a percentage of sales of Covidien U.S. based pulse oximetry products. The Company recognizes royalty revenue based on the royalty rate per the settlement agreement multiplied by its estimate of Covidien’s sales for each quarter. Any adjustments to the quarterly estimate are recorded prospectively in the following quarter, when the Company receives the Covidien royalty report and payment, which is generally 60 days after the end of each of Covidien’s fiscal quarters. | |
On January 28, 2011, the Company entered into a second amendment to its settlement agreement with Covidien. As part of this amendment, which became effective on March 15, 2011, Covidien has agreed to pay the Company a royalty at a rate of 7.75% of its United States pulse oximetry revenue, as that term is defined in the January 28, 2011 second amendment, at least through March 15, 2014. In exchange for this royalty payment, the Company has provided Covidien with a covenant not to sue for its current pulse oximetry products, but not for any other technologies that Covidien may add, pursuant to the second amendment. |
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | 7. Inventories | ||||||||
Inventories are stated at the lower of cost or market. Cost is determined using a standard cost method, which approximates FIFO (first-in, first-out) and includes material, labor and overhead. Inventory valuation allowances are recorded for materials that have become obsolete or are no longer used in current production and for inventory that has a market value less than the carrying value in inventory. Inventories consist of the following (in thousands): | |||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 28,619 | $ | 24,704 | |||||
Work in-process | 5,708 | 4,856 | |||||||
Finished goods | 25,133 | 17,798 | |||||||
Total | $ | 59,460 | $ | 47,358 | |||||
Stock_Repurchase_Program
Stock Repurchase Program | 9 Months Ended |
Sep. 28, 2013 | |
Equity [Abstract] | |
Stock Repurchase Program | 8. Stock Repurchase Program |
In February 2013, the Company’s board of directors authorized the repurchase of up to 6.0 million shares of the Company’s common stock under a new stock repurchase program. The stock repurchase program may be carried out at the discretion of a committee comprised of the Company’s Chief Executive Officer and Chief Financial Officer through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. During the three months ended September 28, 2013, no shares were repurchased under the new repurchase program. During the nine months ended September 28, 2013, 1.0 million shares were repurchased under the new repurchase program, at an average price of $19.79 per share, for a total repurchase price of $19.8 million. During the three months ended September 29, 2012, no shares were repurchased. During the nine months ended September 29, 2012, 1.2 million shares were repurchased under the previously authorized share repurchase program, at an average price of $22.74 per share, for a total repurchase price of $26.3 million. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||
Share-Based Compensation | 9. Share-Based Compensation | ||||||||
On August 7, 2007, in connection with the Company’s initial public offering, the 2007 Stock Incentive Plan, or the 2007 Plan, became effective. Under the 2007 Plan, 3.0 million shares of common stock were initially reserved for future issuance, plus shares available under the prior year equity incentive plans and shares that become available under the 2007 Plan due to forfeitures at prices not less than the fair market value of the Company’s common stock on the date the option is granted. The options generally vest annually over five years using the straight-line method, unless otherwise provided, and expire ten years from the date of grant. Options forfeited under any of the Company’s stock incentive plans are automatically added to the share reserve of the 2007 Plan. Pursuant to the “evergreen” provision contained in the 2007 Plan, an additional 1.7 million shares of common stock were added to the share reserve of the 2007 Plan on each of January 1, 2012 and December 30, 2012, which represented 3% of the Company’s total shares outstanding as of December 31, 2011 and December 29, 2012. Subject to applicable laws, the Company may terminate the 2007 Plan at any time. If not terminated sooner, the 2007 Plan will automatically terminate on August 7, 2017. | |||||||||
During the fiscal year ended December 29, 2012, the Company issued 0.2 million shares of common stock as a result of stock option exercises. The number and weighted average exercise price of options issued and outstanding under all stock option plans are as follows (in thousands, except for exercise prices): | |||||||||
Nine Months Ended | |||||||||
28-Sep-13 | |||||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Options outstanding, beginning of period | 8,368 | $ | 22.78 | ||||||
Granted | 1,594 | $ | 20.94 | ||||||
Canceled | (598 | ) | $ | 23.68 | |||||
Exercised | (225 | ) | $ | 7.75 | |||||
Options outstanding, end of period | 9,139 | $ | 22.77 | ||||||
Options exercisable, end of period | 5,065 | $ | 22.82 | ||||||
Options available for grant, end of period | 5,658 | ||||||||
The Black-Scholes option pricing model is used to estimate the fair value of options granted under the Company’s share-based compensation plans. The range of assumptions used and the resulting weighted-average fair value of options granted at the date of grant were as follows: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 28, | September 29, | September 28, | September 29, | ||||||
2013 | 2012 | 2013 | 2012 | ||||||
Risk-free interest rate | 1.4% to 1.8% | 0.7% to 1.0% | 0.7% to 1.8% | 0.7% to 1.3% | |||||
Expected term | 5.5 years | 5.5 years | 5.5 years | 5.5 years | |||||
Estimated volatility | 33.4% to 36.1% | 36.8% to 37.8% | 33.4% to 39.6% | 36.8% to 42.6% | |||||
Expected dividends | 0% | 0% | 0% | 0% | |||||
Weighted-average fair value of options granted | $8.41 | $8.41 | $7.52 | $8.10 | |||||
The total share-based compensation expense for the three and nine months ended September 28, 2013 was $2.6 million and $9.0 million, respectively. The total share-based compensation expense for the three and nine months ended September 29, 2012 was $3.2 million and $11.0 million, respectively. The aggregate intrinsic value of options outstanding, with an exercise price less than the closing price of the Company’s common stock, as of September 28, 2013 was $46.2 million. The aggregate intrinsic value of options exercisable, with an exercise price less than the closing price of the Company’s common stock, as of September 28, 2013 was $28.7 million. The aggregate intrinsic value of options exercised during the three and nine months ended September 28, 2013 was $0.6 million and $3.3 million, respectively. The aggregate intrinsic value is calculated as the positive difference, if any, between the market value of the Company’s common stock on the date of exercise or the respective period end, as appropriate, and the exercise price of the options. The unrecognized share-based compensation as of September 28, 2013 was $28.5 million related to unvested options granted after January 1, 2006. The weighted average remaining contractual term of options outstanding, with an exercise price less than the closing price of the Company’s common stock, as of September 28, 2013 was 6.7 years. The weighted average remaining contractual term of options exercisable, with an exercise price less than the closing price of the Company’s common stock, as of September 28, 2013 was 4.2 years. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and Contingencies | 10. Commitments and Contingencies | ||||||||||||
Leases | |||||||||||||
The Company leases its facilities in North America, Europe and Asia under operating lease agreements expiring at various dates through December 2017. Certain facilities leases contain predetermined price escalations and in some cases renewal options. The Company recognizes the lease costs using a straight line method based on total lease payments. The Company also received certain leasehold improvement incentives totaling $0.7 million for its headquarters facilities in the U.S. These leasehold improvement incentives have been recorded as deferred rent and are being amortized as a reduction to rent expense on a straight-line basis over the life of the lease. As of both September 28, 2013 and December 29, 2012, rent expense accrued in excess of the amount paid aggregated $0.8 million and is classified in other liabilities in the accompanying condensed consolidated balance sheets. In addition, the Company leases automobiles in Europe that are classified as operating leases and expire at various dates through June 2015. The majority of these leases are non-cancelable. The Company also has outstanding capital leases for office equipment and computer equipment, all of which are non-cancelable. | |||||||||||||
Future minimum lease payments under operating and capital leases for each of the following fiscal years ending on or about December 31 are (in thousands) (including interest): | |||||||||||||
As of September 28, 2013 | |||||||||||||
Operating | Capital | Total | |||||||||||
Leases | Leases | ||||||||||||
2013 (balance of year) | $ | 1,419 | $ | 19 | $ | 1,438 | |||||||
2014 | 4,512 | 125 | 4,637 | ||||||||||
2015 | 2,682 | 87 | 2,769 | ||||||||||
2016 | 2,359 | 80 | 2,439 | ||||||||||
2017 | 922 | 75 | 997 | ||||||||||
Thereafter | 873 | — | 873 | ||||||||||
Total | $ | 12,767 | $ | 386 | $ | 13,153 | |||||||
Rental expense related to operating leases was $1.3 million and $3.9 million for the three and nine months ended September 28, 2013, respectively, and $1.2 million and $3.3 million for the three and nine months ended September 29, 2012, respectively. The Company leases office equipment and computer equipment, which have interest rates ranging from 4.3% to 5.2% per year and mature on various dates from July 2014 through October 2017. | |||||||||||||
Employee Retirement Savings Plan | |||||||||||||
In 1996, the Company adopted the Masimo Retirement Savings Plan, or the Plan, which is a 401(k) plan covering the Company’s full-time U.S. employees who meet certain eligibility requirements. In general, the Company matches an employee’s contribution up to 3% of the employee’s compensation, subject to a maximum amount. The Company may also contribute to the Plan on a discretionary basis. The Company contributed $0.4 million and $1.2 million to the Plan for the three and nine months ended September 28, 2013, respectively, and $0.4 million and $1.0 million to the Plan for the three and nine months ended September 29, 2012, respectively. | |||||||||||||
Employment and Severance Agreements | |||||||||||||
As of September 28, 2013, the Company had an employment agreement with one of its key employees that provides for an aggregate annual base salary with annual increases at the discretion of the Compensation Committee of the board of directors. The employment agreement provides for an annual bonus based on the Company’s attainment of certain objectives and goals. The agreement has an initial term of three years, with automatic daily renewal, unless either the Company or the key employee notifies the other party of non-renewal of the agreement. Also, under this employment agreement, the key employee may be entitled to receive certain salary, bonus, equity, tax, medical and life insurance benefits if he is terminated by the Company, if he terminates his employment for good reason under certain circumstances or if there is a change in control of the Company. | |||||||||||||
As of September 28, 2013, the Company had severance plan participation agreements with three of its executive officers. The participation agreements, or Agreements, are governed by the terms and conditions of the Company’s 2007 Severance Protection Plan, or Severance Plan, which became effective on July 19, 2007 and which was amended effective December 31, 2008. Under each of the Agreements, each executive officer may be entitled to receive certain salary, equity, medical and life insurance benefits if he is terminated by the Company without cause or if he terminates his employment for good reason under certain circumstances. The executive officers are also required to give the Company six months advance notice of their resignation under certain circumstances. | |||||||||||||
As of September 28, 2013, the Company had limited severance plan participation agreements with two of its executive officers. These limited participation agreements, or Limited Agreements, are governed by the terms and conditions of the Severance Plan. Under the Limited Agreements, 50% of the executive officer’s unvested and outstanding stock options will immediately vest if the executive officer is terminated by the Company upon a change in control under certain circumstances. The executive officers are also required to give the Company six months advance notice of their resignation under certain circumstances. | |||||||||||||
Purchase Commitments | |||||||||||||
Pursuant to contractual obligations with vendors, the Company had $50.2 million of purchase commitments as of September 28, 2013, which are expected to be purchased within one year. These purchase commitments were made for certain inventory items to secure better pricing and to ensure the Company will have raw materials when necessary. | |||||||||||||
Concentrations of Risk | |||||||||||||
The Company is exposed to credit loss for the amount of cash deposits with financial institutions in excess of federally insured limits. The Company invests its excess cash deposits in U.S. Treasury bills and money market accounts with major financial institutions. As of September 28, 2013, the Company had $58.9 million of bank balances, of which $2.3 million was covered by either the U.S. Federal Deposit Insurance Corporation limit or foreign countries’ deposit insurance organizations. As of September 28, 2013, the Company had $32.8 million in money market funds that are not guaranteed by the U.S. Federal government. | |||||||||||||
While the Company and its contract manufacturers rely on sole source suppliers for certain components, steps have been taken to minimize the impact of a shortage or stoppage of shipments, such as maintaining a safety stock of inventory and designing products that may be easily modified to use a different component. However, there can be no assurance that a shortage or stoppage of shipments of the materials or components that the Company purchases will not result in a delay in production or adversely affect the Company’s business. | |||||||||||||
The Company’s ability to sell its products to U.S. hospitals depends in part on its relationships with GPOs. Many existing and potential customers for the Company’s products become members of GPOs. GPOs negotiate pricing arrangements and contracts, sometimes exclusively, with medical supply manufacturers and distributors, and these negotiated prices are made available to a GPO’s affiliated hospitals and other members. During the three and nine months ended September 28, 2013, revenue from the sale of the Company’s products to U.S. hospitals that are members of GPOs amounted to $69.7 million and $215.4 million, respectively. During the three and nine months ended September 29, 2012, revenue from the sale of the Company’s products to U.S. hospitals that are members of GPOs amounted to $62.3 million and $188.0 million, respectively. | |||||||||||||
As of September 28, 2013, two different just-in-time distributors each represented 6% of the accounts receivable balance. As of December 29, 2012, two different just-in-time distributors each represented 7% of the accounts receivable balance. | |||||||||||||
For the three months ended September 28, 2013, the Company had sales through two just-in-time distributors, which each represented 14% and 11% of the total revenue, respectively. For the nine months ended September 28, 2013, the Company also had sales through two just-in-time distributors, which each represented 13% and 11% of the total revenue, respectively. For the three months ended September 29, 2012, the Company had sales through two just-in-time distributors, which each represented 15% and 11% of the total revenue, respectively. For the nine months ended September 29, 2012, the Company also had sales through two just-in-time distributors, which each represented 14% and 12% of the total revenue, respectively. For both periods, the just-in-time distributors took and fulfilled orders from the Company’s direct customers, many of whom have signed long-term sensor agreements with the Company. | |||||||||||||
Litigation | |||||||||||||
On February 3, 2009, the Company filed a patent infringement suit against Philips Electronics North America Corporation and Philips Medizin Systeme Böblingen GmbH (collectively, “Philips”) related to Philips’ FAST pulse oximetry technology and certain of Philips’ patient monitors. The suit was brought in the U.S. District Court for the District of Delaware. Two patents originally asserted in this suit, related to the Company’s Measure-Through Motion technology, were successfully enforced in the Company’s previous suit against Nellcor. On June 15, 2009, Philips Electronics North America Corporation and Philips Medizin Systeme Böblingen GmbH answered the Company’s complaint and Philips Electronics North America Corporation filed antitrust and patent infringement counterclaims against the Company as well as counterclaims seeking declaratory judgments of invalidity on the patents asserted by the Company against Philips. On July 9, 2009, the Company filed its answer denying Philips’ counterclaims and asserting various defenses. The Company also asserted counterclaims against Philips for fraud, intentional interference with prospective economic advantage and for declaratory judgments of noninfringement and invalidity with respect to the patents asserted by Philips against the Company. Philips later added a claim for infringement of one additional patent. Subsequently, the Court bifurcated Philips’ antitrust claims and its patent misuse defense, as well as stayed the discovery phase on those claims pending trial in the patent case. On October 4, 2010, the Court limited the number of patents to be construed to four for the Company and three for Philips. Further, on October 6, 2010, the Court denied Philips’ motion to bifurcate and stay damages in the patent case. On January 17, 2012, the District Court Judge issued a claim construction order. In 2012, the parties completed expert reports and discovery on some of the patents. Summary judgment motions are currently pending before the Court and no order from the Court has been issued. In addition, in 2012, the Company asserted additional patents, and the Court ordered that these patents and some of the originally asserted patents be tried in a different phase. The Company believes that it has good and substantial defenses to the antitrust and patent infringement claims asserted by Philips. There is no guarantee that the Company will prevail in this suit or receive any damages or other relief if it does prevail. | |||||||||||||
On December 21, 2012, the Company filed suit against Mindray DS USA, Inc. and Shenzhen Mindray Bio-Medical Electronics Co, Ltd. (or Shenzhen Mindray) in the U.S. District Court for the Central District of California. The complaint alleges patent infringement, breach of contract and other claims. Mindray DS USA was dismissed from this case based on venue. On June 3, 2013, Shenzhen Mindray answered the Company’s complaint and filed antitrust and related counterclaims against the Company, as well as counterclaims seeking declaratory judgments of invalidity and non-infringement on the patents asserted by the Company against Shenzhen Mindray. On June 24, 2013, the Company filed its answer denying Shenzhen Mindray’s counterclaims and asserting various defenses. On August 5, 2013, the Company filed a first amended complaint. On August 21, 2013, Shenzhen Mindray answered the Company’s complaint and reasserted the counterclaims it asserted on June 3, 2013, as well as two additional counterclaims alleging patent infringement. On September 16, 2013, the Company filed its answer denying Shenzhen Mindray’s counterclaims and asserting various defenses. The Company believes that it has good and substantial defenses to the antitrust, patent infringement and other counterclaims asserted by Shenzhen Mindray. There is no guarantee that the Company will prevail in this suit or receive any damages or other relief if it does prevail. | |||||||||||||
In September 2012, a shareholder derivative lawsuit was filed in the U.S. District Court for the District of Delaware by Joseph Ausikaitis naming the Company’s directors, and certain executive officers as defendants and the Company as the nominal defendant. The lawsuit alleges claims of breach of fiduciary duty and unjust enrichment in connection with the grant or receipt of stock options under the Company’s 2007 Stock Incentive Plan and related policies. The lawsuit seeks unspecified money damages on the Company’s behalf from the officer and director defendants, various forms of equitable and/or injunctive relief, attorneys’ and other professional fees and costs and various other forms of relief. In November 2012, the defendants filed a motion to dismiss the action, which was denied by the court in July 2013. Although the outcome in this case cannot be determined, the Company does not expect it to have a material financial impact on its results of operations. | |||||||||||||
From time to time, the Company may be involved in other litigation relating to claims arising out of its operations in the normal course of business. The Company believes that it currently is not a party to any other legal proceedings which, individually or in the aggregate, would have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Segment_Information_and_Enterp
Segment Information and Enterprise Reporting | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Segment Information and Enterprise Reporting | 11. Segment Information and Enterprise Reporting | ||||||||||||||||||||||||||||||||
The Company’s chief decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region, for purposes of making operating decisions and assessing financial performance. Accordingly, the Company considers itself to be in a single reporting segment, specifically noninvasive patient monitoring solutions and related products. The Company does not assess the performance of its geographic regions on other measures of income or expense, such as depreciation and amortization, operating income or net income including noncontrolling interest. In addition, the Company’s assets are primarily located in the U.S. The Company does not produce reports for, or measure the performance of, its geographic regions on any asset-based metrics. Therefore, geographic information is presented only for revenues. | |||||||||||||||||||||||||||||||||
The following schedule presents an analysis of the Company’s product revenues based upon the geographic area to which the product was shipped (in thousands, except percentages): | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | ||||||||||||||||||||||||||||||
Geographic Area by Destination | |||||||||||||||||||||||||||||||||
North and South America | $ | 92,307 | 74.1 | % | $ | 82,656 | 73.7 | % | $ | 284,942 | 74.5 | % | $ | 253,472 | 74.6 | % | |||||||||||||||||
Europe, Middle East and Africa | 19,042 | 15.3 | 15,691 | 14 | 59,355 | 15.5 | 47,983 | 14.1 | |||||||||||||||||||||||||
Asia and Australia | 13,173 | 10.6 | 13,761 | 12.3 | 38,428 | 10 | 38,189 | 11.3 | |||||||||||||||||||||||||
Total product revenue | $ | 124,522 | 100 | % | $ | 112,108 | 100 | % | $ | 382,725 | 100 | % | $ | 339,644 | 100 | % | |||||||||||||||||
United States | $ | 88,254 | $ | 79,222 | $ | 272,289 | $ | 243,165 | |||||||||||||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes |
As of September 28, 2013, the balance of the gross unrecognized tax benefit was $6.7 million, of which $5.7 million (net of federal benefit on state taxes), if recognized, would affect the effective tax rate. As of December 29, 2012, the balance of the gross unrecognized tax benefit was $6.7 million, of which $5.7 million (net of federal benefit on state taxes), if recognized, would affect the effective tax rate. The remaining balance relates to timing differences. It is reasonably possible that the amount of unrecognized tax benefits in various jurisdictions may change in the next twelve months due to the expiration of statutes of limitation and audit settlements. However, due to the uncertainty surrounding the timing of these events, an estimate of the change within the next twelve months cannot currently be made. | |
Interest and penalties related to unrecognized tax benefits are recognized in income tax expense. For the three and nine months ended September 28, 2013, the Company expensed $0 and $0.1 million, respectively, for interest. For the three and nine months ended September 29, 2012, the Company expensed $0 and $0.1 million, respectively, for interest. | |
The Company conducts business in multiple jurisdictions and, as a result, one or more of the Company’s subsidiaries files income tax returns in U.S. federal, various state, local and foreign jurisdictions. The Company has concluded all U.S. Federal income tax matters for each year through 2009. All material state, local and foreign income tax matters have been concluded for each year through 2005. | |
The provision for income taxes was $4.6 million and $17.3 million, or an effective tax rate of 22.8% and 27.1%, for the three and nine months ended September 28, 2013, respectively. The provision for income taxes was $5.3 million and $15.7 million, or an effective tax rate of 28.1% and 25.0%, for the three and nine months ended September 29, 2012, respectively. Included in the provision for income taxes for the three months ended September 28, 2013 was an income tax provision benefit of $0.6 million resulting from the conclusion of a prior year tax audit. In addition, included in the provision for income taxes for the nine months ended September 28, 2013 was an income tax provision of $1.7 million related to the establishment of a valuation allowance against Cercacor’s deferred tax assets. The effective tax rate differs from the statutory U.S. Federal income tax rate of 35% primarily due to state taxes, permanent differences between pre-tax income for financial reporting purposes and taxable income, research related tax credits, valuation allowances, the recognition and derecognition of tax benefits related to uncertain tax positions and anticipated income in jurisdictions in which the Company does business with different effective tax rates. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | 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, or 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, or 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 29, 2012 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, filed with the SEC on February 15, 2013. The results for the three and nine months ended September 28, 2013 are not necessarily indicative of the results to be expected for the fiscal year ending December 28, 2013 or for any other interim period or for any future year. | |||||||||||||||||
Principles of Consolidation | 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 | Fiscal Periods | ||||||||||||||||
The Company follows a conventional 52/53 week fiscal year. Under a conventional 52/53 week fiscal year, 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. Fiscal 2012 was on a 52 week fiscal calendar in which the Company’s first, second and third quarters ended on Saturday, March 31, 2012, June 30, 2012 and September 29, 2012, respectively, and its fiscal year ended on Saturday, December 29, 2012. Fiscal 2013 is also on a 52 week fiscal calendar in which the Company’s first, second and third quarters ended on Saturday, March 30, 2013, June 29, 2013 and September 28, 2013, respectively, and its fiscal year will end on Saturday, December 28, 2013. | |||||||||||||||||
Use of Estimates | 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, distributor channel inventory, royalty revenues, deferred revenue, uncertain income tax positions and the medical device excise tax. Actual results could differ from those estimates. | |||||||||||||||||
Fair Value Measurements | 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: | |||||||||||||||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | 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. | ||||||||||||||||
• | 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 and nine months ended September 28, 2013. The Company carries cash and cash equivalents at cost which approximates fair value. As of September 28, 2013 and December 29, 2012, 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): | |||||||||||||||||
Fair Value Measurement as of September 28, 2013 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | — | $ | — | $ | — | $ | — | |||||||||
Money Market funds | 32,792 | — | — | 32,792 | |||||||||||||
Total | $ | 32,792 | $ | — | $ | — | $ | 32,792 | |||||||||
Fair Value Measurement as of December 29, 2012 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | 31,999 | $ | — | $ | — | $ | 31,999 | |||||||||
Money Market funds | 1,623 | — | — | 1,623 | |||||||||||||
Total | $ | 33,622 | $ | — | $ | — | $ | 33,622 | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | 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 | Intangible Assets | ||||||||||||||||
Costs to renew intangibles are capitalized and amortized over the remaining useful life of the intangible. As of September 28, 2013, 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 | Impairment of Goodwill and Intangible assets | ||||||||||||||||
The Company follows the current authoritative guidance for goodwill and intangible asset impairment. The Company first performs 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, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. In the first step of the goodwill impairment test, the estimated fair value of the reporting unit is compared with its carrying amount, including goodwill. If the estimated fair value is less than the carrying amount, then a second step must be completed in order to determine the amount of the goodwill impairment. In the second step, the implied fair value of the goodwill is determined by allocating the fair value of all of the reporting unit’s assets and liabilities other than goodwill in a manner similar to a purchase price allocation. The implied fair value of the goodwill that results from the allocation is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference. | |||||||||||||||||
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 and nine months ended September 28, 2013 or September 29, 2012. | |||||||||||||||||
Revenue Recognition | 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. | |||||||||||||||||
In September 2009, the Financial Accounting Standards Board, or FASB, amended the accounting standards related to revenue recognition for arrangements with multiple deliverables. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. The FASB also amended the accounting standards for revenue recognition to exclude software that is contained in a tangible product from the scope of software revenue guidance if the software is essential to the tangible product’s functionality. The Company adopted these new standards on a prospective basis. Therefore, the new standards apply only to revenue arrangements entered into or materially modified beginning January 2, 2011. Revenue arrangements entered into or modified prior to January 2, 2011 continue to be accounted for under the prior authoritative guidance. | |||||||||||||||||
The new standards establish 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, or VSOE, (ii) third-party evidence of selling price, or TPE, and (iii) best estimate of the selling price, or 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 because of their uniqueness. 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 products containing embedded Masimo SET® software, the Company has determined that the hardware and software components function together to deliver the products’ essential functionality and, therefore, represent a single deliverable. In accordance with the new guidance, the revenue from the sale of these products no longer falls within the scope of the software revenue recognition guidance. Software deliverables, such as rainbow® parameter software, which do not function together with hardware components to provide the products’ essential functionality, continue to be accounted for under software revenue recognition guidance. The Company’s multiple deliverable arrangements may therefore have software deliverables that are subject to the existing 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 new revenue recognition accounting guidance for arrangements with multiple deliverables. | |||||||||||||||||
The Company’s sales under long-term sensor purchase contracts are generally structured such that the Company agrees to provide up-front and at no 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 adoption of the new guidance for revenue recognition did not change this pattern of revenue recognition for long-term sensor purchase contracts. 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 purchase primarily 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 Company’s commitment to its end-user hospital is fulfilled, which occurs when the sensors are sold by the distributor to the end-user hospital. 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 and 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. | |||||||||||||||||
Product Warranty | 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): | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Warranty accrual, beginning of period | $ | 838 | $ | 698 | |||||||||||||
Provision for warranty costs | 2,134 | 1,866 | |||||||||||||||
Warranty expenditures | (1,837 | ) | (1,790 | ) | |||||||||||||
Warranty accrual, end of period | $ | 1,135 | $ | 774 | |||||||||||||
Comprehensive Income | 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): | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
28-Sep-13 | |||||||||||||||||
Accumulated other comprehensive income, beginning of period | $ | 3,542 | |||||||||||||||
Foreign currency translation adjustments | 883 | ||||||||||||||||
Accumulated other comprehensive income, end of period | $ | 4,425 | |||||||||||||||
Net Income Per Share | Net Income Per Share | ||||||||||||||||
Basic net income per share attributable to Masimo Corporation for the three and nine months ended September 28, 2013 and September 29, 2012 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 and nine months ended September 28, 2013 and September 29, 2012 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 and nine months ended September 28, 2013, options to purchase 5.7 million and 7.2 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. For the three and nine months ended September 29, 2012, options to purchase 6.4 million and 6.4 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 and nine months ended September 28, 2013 and September 29, 2012, 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): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net income attributable to stockholders of Masimo Corporation: | |||||||||||||||||
Net income including noncontrolling interest | $ | 15,486 | $ | 13,563 | $ | 46,536 | $ | 47,097 | |||||||||
Net loss attributable to the noncontrolling interest | 116 | 231 | 2,532 | 168 | |||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Basic net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 57,727 | 57,507 | |||||||||||||
Basic net income per share attributable to Masimo Corporation stockholders | $ | 0.28 | $ | 0.24 | $ | 0.86 | $ | 0.82 | |||||||||
Diluted net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 56,727 | 57,507 | |||||||||||||
Diluted share equivalent: stock options | 903 | 944 | 779 | 947 | |||||||||||||
Weighted average shares outstanding - diluted | 57,404 | 58,145 | 57,506 | 58,454 | |||||||||||||
Diluted net income per share attributable to Masimo Corporation stockholders | $ | 0.27 | $ | 0.24 | $ | 0.85 | $ | 0.81 | |||||||||
New Accounting Pronouncement | New Accounting Pronouncement | ||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, or ASU 13-11, 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. ASU 13-11 amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, or a tax credit carryforward when such items exist in the same taxing jurisdiction. This update is effective for interim and annual periods beginning after December 15, 2013. Early adoption of this update is permitted. The Company does not expect the adoption of this update to have a material impact on its condensed consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Fair Value Hierarchy for Financial Assets | The following tables represent the Company’s fair value hierarchy for its financial assets (in thousands): | ||||||||||||||||
Fair Value Measurement as of September 28, 2013 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | — | $ | — | $ | — | $ | — | |||||||||
Money Market funds | 32,792 | — | — | 32,792 | |||||||||||||
Total | $ | 32,792 | $ | — | $ | — | $ | 32,792 | |||||||||
Fair Value Measurement as of December 29, 2012 using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
U.S. Treasuries | $ | 31,999 | $ | — | $ | — | $ | 31,999 | |||||||||
Money Market funds | 1,623 | — | — | 1,623 | |||||||||||||
Total | $ | 33,622 | $ | — | $ | — | $ | 33,622 | |||||||||
Changes in Product Warranty Accrual | Changes in the product warranty accrual were as follows (in thousands): | ||||||||||||||||
Nine Months Ended | |||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Warranty accrual, beginning of period | $ | 838 | $ | 698 | |||||||||||||
Provision for warranty costs | 2,134 | 1,866 | |||||||||||||||
Warranty expenditures | (1,837 | ) | (1,790 | ) | |||||||||||||
Warranty accrual, end of period | $ | 1,135 | $ | 774 | |||||||||||||
Schedule of Change in Accumulated Other Comprehensive Income | The change in accumulated other comprehensive income is as follows (in thousands): | ||||||||||||||||
Nine Months Ended | |||||||||||||||||
28-Sep-13 | |||||||||||||||||
Accumulated other comprehensive income, beginning of period | $ | 3,542 | |||||||||||||||
Foreign currency translation adjustments | 883 | ||||||||||||||||
Accumulated other comprehensive income, end of period | $ | 4,425 | |||||||||||||||
Reconciliation of Basic and Diluted Net Income Per Share | A reconciliation of basic and diluted net income per share attributable to Masimo Corporation stockholders is as follows (in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net income attributable to stockholders of Masimo Corporation: | |||||||||||||||||
Net income including noncontrolling interest | $ | 15,486 | $ | 13,563 | $ | 46,536 | $ | 47,097 | |||||||||
Net loss attributable to the noncontrolling interest | 116 | 231 | 2,532 | 168 | |||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Basic net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Net income attributable to Masimo Corporation stockholders | $ | 15,602 | $ | 13,794 | $ | 49,068 | $ | 47,265 | |||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 57,727 | 57,507 | |||||||||||||
Basic net income per share attributable to Masimo Corporation stockholders | $ | 0.28 | $ | 0.24 | $ | 0.86 | $ | 0.82 | |||||||||
Diluted net income per share attributable to Masimo Corporation stockholders: | |||||||||||||||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 56,727 | 57,507 | |||||||||||||
Diluted share equivalent: stock options | 903 | 944 | 779 | 947 | |||||||||||||
Weighted average shares outstanding - diluted | 57,404 | 58,145 | 57,506 | 58,454 | |||||||||||||
Diluted net income per share attributable to Masimo Corporation stockholders | $ | 0.27 | $ | 0.24 | $ | 0.85 | $ | 0.81 | |||||||||
Variable_Interest_Entity_VIE_T
Variable Interest Entity (VIE) (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Text Block [Abstract] | |||||
Changes in Noncontrolling Interest for Cercacor | The changes in noncontrolling interest for Cercacor are as follows (in thousands): | ||||
Nine Months Ended | |||||
28-Sep-13 | |||||
Noncontrolling interest, beginning of period | $ | 2,589 | |||
Increase in additional paid-in capital of noncontrolling interest | 2 | ||||
Net loss attributable to noncontrolling interest | (2,532 | ) | |||
Other comprehensive income attributable to noncontrolling interest | — | ||||
Noncontrolling interest, end of period | $ | 59 | |||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Components of Inventory | Inventories consist of the following (in thousands): | ||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 28,619 | $ | 24,704 | |||||
Work in-process | 5,708 | 4,856 | |||||||
Finished goods | 25,133 | 17,798 | |||||||
Total | $ | 59,460 | $ | 47,358 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||
Number and Weighted Average Exercise Price of Options Issued and Outstanding under all Stock Option Plans | The number and weighted average exercise price of options issued and outstanding under all stock option plans are as follows (in thousands, except for exercise prices): | ||||||||
Nine Months Ended | |||||||||
28-Sep-13 | |||||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Options outstanding, beginning of period | 8,368 | $ | 22.78 | ||||||
Granted | 1,594 | $ | 20.94 | ||||||
Canceled | (598 | ) | $ | 23.68 | |||||
Exercised | (225 | ) | $ | 7.75 | |||||
Options outstanding, end of period | 9,139 | $ | 22.77 | ||||||
Options exercisable, end of period | 5,065 | $ | 22.82 | ||||||
Options available for grant, end of period | 5,658 | ||||||||
Range of Assumptions Used and Resulting Weighted-Average Fair Value of Options Granted at Date of Grant | The Black-Scholes option pricing model is used to estimate the fair value of options granted under the Company’s share-based compensation plans. The range of assumptions used and the resulting weighted-average fair value of options granted at the date of grant were as follows: | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 28, | September 29, | September 28, | September 29, | ||||||
2013 | 2012 | 2013 | 2012 | ||||||
Risk-free interest rate | 1.4% to 1.8% | 0.7% to 1.0% | 0.7% to 1.8% | 0.7% to 1.3% | |||||
Expected term | 5.5 years | 5.5 years | 5.5 years | 5.5 years | |||||
Estimated volatility | 33.4% to 36.1% | 36.8% to 37.8% | 33.4% to 39.6% | 36.8% to 42.6% | |||||
Expected dividends | 0% | 0% | 0% | 0% | |||||
Weighted-average fair value of options granted | $8.41 | $8.41 | $7.52 | $8.10 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||
Future Minimum Lease Payments Under Operating and Capital Leases | Future minimum lease payments under operating and capital leases for each of the following fiscal years ending on or about December 31 are (in thousands) (including interest): | ||||||||||||
As of September 28, 2013 | |||||||||||||
Operating | Capital | Total | |||||||||||
Leases | Leases | ||||||||||||
2013 (balance of year) | $ | 1,419 | $ | 19 | $ | 1,438 | |||||||
2014 | 4,512 | 125 | 4,637 | ||||||||||
2015 | 2,682 | 87 | 2,769 | ||||||||||
2016 | 2,359 | 80 | 2,439 | ||||||||||
2017 | 922 | 75 | 997 | ||||||||||
Thereafter | 873 | — | 873 | ||||||||||
Total | $ | 12,767 | $ | 386 | $ | 13,153 | |||||||
Segment_Information_and_Enterp1
Segment Information and Enterprise Reporting (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Analysis of Product Revenues Based upon Geographic Area Shipped | The following schedule presents an analysis of the Company’s product revenues based upon the geographic area to which the product was shipped (in thousands, except percentages): | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | ||||||||||||||||||||||||||||||
Geographic Area by Destination | |||||||||||||||||||||||||||||||||
North and South America | $ | 92,307 | 74.1 | % | $ | 82,656 | 73.7 | % | $ | 284,942 | 74.5 | % | $ | 253,472 | 74.6 | % | |||||||||||||||||
Europe, Middle East and Africa | 19,042 | 15.3 | 15,691 | 14 | 59,355 | 15.5 | 47,983 | 14.1 | |||||||||||||||||||||||||
Asia and Australia | 13,173 | 10.6 | 13,761 | 12.3 | 38,428 | 10 | 38,189 | 11.3 | |||||||||||||||||||||||||
Total product revenue | $ | 124,522 | 100 | % | $ | 112,108 | 100 | % | $ | 382,725 | 100 | % | $ | 339,644 | 100 | % | |||||||||||||||||
United States | $ | 88,254 | $ | 79,222 | $ | 272,289 | $ | 243,165 | |||||||||||||||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Fair Value Hierarchy for Financial Assets (Detail) (Recurring [Member], USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Fair value hierarchy for financial assets | ||
Total | $32,792 | $33,622 |
U.S. Treasuries [Member] | ||
Fair value hierarchy for financial assets | ||
Total | 31,999 | |
Money Market funds [Member] | ||
Fair value hierarchy for financial assets | ||
Total | 32,792 | 1,623 |
Level 1 [Member] | ||
Fair value hierarchy for financial assets | ||
Total | 32,792 | 33,622 |
Level 1 [Member] | U.S. Treasuries [Member] | ||
Fair value hierarchy for financial assets | ||
Total | 31,999 | |
Level 1 [Member] | Money Market funds [Member] | ||
Fair value hierarchy for financial assets | ||
Total | 32,792 | 1,623 |
Level 2 [Member] | ||
Fair value hierarchy for financial assets | ||
Total | ||
Level 2 [Member] | U.S. Treasuries [Member] | ||
Fair value hierarchy for financial assets | ||
Total | ||
Level 2 [Member] | Money Market funds [Member] | ||
Fair value hierarchy for financial assets | ||
Total | ||
Level 3 [Member] | ||
Fair value hierarchy for financial assets | ||
Total | ||
Level 3 [Member] | U.S. Treasuries [Member] | ||
Fair value hierarchy for financial assets | ||
Total | ||
Level 3 [Member] | Money Market funds [Member] | ||
Fair value hierarchy for financial assets | ||
Total |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill, intangible assets and other long-lived assets | $0 | $0 | $0 | $0 |
Warranty period, minimum, long-term sales agreement | 3 years | |||
Warranty period, maximum, long-term sales agreement | 6 years | |||
Options to purchase of shares of common stock | 5.7 | 6.4 | 7.2 | 6.4 |
Patents [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Weighted average number of years until the next renewal | 1 year | |||
Trademarks [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Weighted average number of years until the next renewal | 6 years | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warranty period for defects in material and workmanship | 6 months | |||
Product life estimate | 3 years | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warranty period for defects in material and workmanship | 1 year | |||
Product life estimate | 6 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Changes in Product Warranty Accrual (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Movement In Standard And Extended Product Warranty Increase Decrease [Roll Forward] | ||
Warranty accrual, beginning of period | $838 | $698 |
Provision for warranty costs | 2,134 | 1,866 |
Warranty expenditures | -1,837 | -1,790 |
Warranty accrual, end of period | $1,135 | $774 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Change in Accumulated Other Comprehensive Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Accumulated other comprehensive income, beginning of period | $3,542 | |||
Foreign currency translation adjustments | 1,542 | 1,836 | 883 | 1,779 |
Accumulated other comprehensive income, end of period | $4,425 | $4,425 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Net income attributable to stockholders of Masimo Corporation: | ||||
Net income including noncontrolling interest | $15,486 | $13,563 | $46,536 | $47,097 |
Net loss attributable to the noncontrolling interest | 116 | 231 | 2,532 | 168 |
Net income attributable to Masimo Corporation stockholders | 15,602 | 13,794 | 49,068 | 47,265 |
Basic net income per share attributable to Masimo Corporation stockholders: | ||||
Net income attributable to Masimo Corporation stockholders | $15,602 | $13,794 | $49,068 | $47,265 |
Weighted average shares outstanding - basic | 56,501 | 57,201 | 56,727 | 57,507 |
Basic net income per share attributable to Masimo Corporation stockholders | $0.28 | $0.24 | $0.86 | $0.82 |
Diluted net income per share attributable to Masimo Corporation stockholders: | ||||
Weighted average shares outstanding - basic | 56,501 | 57,201 | 56,727 | 57,507 |
Diluted share equivalent: stock options | 903 | 944 | 779 | 947 |
Weighted average shares outstanding - diluted | 57,404 | 58,145 | 57,506 | 58,454 |
Diluted net income per share attributable to Masimo Corporation stockholders | $0.27 | $0.24 | $0.85 | $0.81 |
Variable_Interest_Entity_VIE_A
Variable Interest Entity (VIE) - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2009 | Feb. 28, 2009 | Dec. 31, 2005 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
ExercisedOption | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Noncontrolling interest | $59,000 | $59,000 | $2,589,000 | |||||
Licensed rainbow parameters [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Percentage of royalty expense | 10.00% | |||||||
Cercacor Laboratories, Inc. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Option fees | 7,500,000 | |||||||
Number of exercised options for licenses | 3 | |||||||
License fees | 2,500,000 | |||||||
Minimum aggregate royalty payments | 1,300,000 | 1,300,000 | 3,800,000 | 3,800,000 | ||||
Increase in royalties payable in current year | 15,000,000 | |||||||
Increase in the minimum aggregate annual royalties payment | 2,000,000 | |||||||
Percentage reimbursed | 50.00% | 60.00% | ||||||
Total expenses for additional services, materials and supplies | 1,000,000 | 1,000,000 | 3,100,000 | 2,600,000 | ||||
Noncontrolling interest | 100,000 | 100,000 | 2,600,000 | |||||
Total assets, net of intercompany eliminations | 7,100,000 | 7,100,000 | 9,000,000 | |||||
Intangible assets | 4,600,000 | 4,600,000 | 4,200,000 | |||||
Deferred tax assets | 1,800,000 | |||||||
Property and equipment | 2,100,000 | 2,100,000 | 2,500,000 | |||||
Total liabilities, net of intercompany eliminations | 1,900,000 | 1,900,000 | 2,000,000 | |||||
Accounts receivable (payable) eliminated upon consolidation, net | 800,000 | 800,000 | 200,000 | |||||
Deferred revenue related to technology eliminated upon consolidation | $4,600,000 | $4,600,000 | $4,900,000 |
Variable_Interest_Entity_VIE_C
Variable Interest Entity (VIE) - Changes in Noncontrolling Interest for Cercacor (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Noncontrolling Interest [Abstract] | ||||
Noncontrolling interest, beginning of period | $2,589 | |||
Increase in additional paid-in capital of noncontrolling interest | 2 | |||
Net loss attributable to noncontrolling interest | -116 | -231 | -2,532 | -168 |
Other comprehensive income attributable to noncontrolling interest | ||||
Noncontrolling interest, end of period | $59 | $59 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended |
Sep. 29, 2012 | Mar. 09, 2012 | Jul. 27, 2012 | |
Spire Semiconductor, LLC [Member] | Phasein [Member] | ||
Business Acquisition [Line Items] | |||
Cash paid for acquired entity | $37,399,000 | $7,200,000 | $30,500,000 |
Purchase price allocation assigned to liabilities | 1,200,000 | 2,000,000 | |
Purchase price allocation assigned to goodwill | 16,100,000 | ||
Purchase price allocation assigned to intangible assets | 12,600,000 | ||
Purchase price allocation assigned to inventory | 1,400,000 | ||
Purchase price allocation assigned to other assets | $2,400,000 |
Cash_and_Cash_Equivalents_Addi
Cash and Cash Equivalents - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 28, 2013 | Dec. 29, 2012 |
Cash And Cash Equivalents [Abstract] | ||
Highly liquid investments maximum maturity period | Three months or less | |
Cash balance | $58.90 | $38 |
Cash equivalents | 32.8 | 33.6 |
U.S. Treasury bills | 32 | |
Money market funds | $32.80 | $1.60 |
Royalties_Receivable_Additiona
Royalties Receivable - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2013 |
Disclosure Royalties Receivable Additional Information [Abstract] | |
Royalty receivable | $6.80 |
Number of days after which royalty report and payment is received | 60 days |
Rate of royalty agreed to be paid | 7.75% |
Inventories_Components_of_Inve
Inventories - Components of Inventory (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $28,619 | $24,704 |
Work in-process | 5,708 | 4,856 |
Finished goods | 25,133 | 17,798 |
Total | $59,460 | $47,358 |
Stock_Repurchase_Program_Addit
Stock Repurchase Program - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 28, 2013 |
Equity [Abstract] | |||||
Number of common shares authorized to be repurchased under new stock repurchase program | 6 | ||||
Stock repurchase program, number of shares repurchased | 0 | 0 | 1 | 1.2 | |
Stock repurchase program, average price per share | $19.79 | $22.74 | |||
Stock repurchase program, total value | $19.80 | $26.30 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 28, 2013 | Dec. 29, 2012 | Aug. 07, 2007 |
2007 Plan [Member] | 2007 Plan [Member] | 2007 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issuance of options to purchase shares | 3 | ||||||||
Vesting period of options | 5 years | ||||||||
Expiration period of options | 10 years | ||||||||
Common stock shares added to share reserve | 1.7 | 1.7 | |||||||
Percentage of Company's total shares outstanding | 3.00% | 3.00% | |||||||
Company issued shares of common stock as a result of stock option exercises | 0.2 | ||||||||
Share-based compensation expense | $2.60 | $3.20 | $9 | $11 | |||||
Aggregate intrinsic value of options outstanding | 46.2 | 46.2 | |||||||
Aggregate intrinsic value of options exercisable | 28.7 | 28.7 | |||||||
Aggregate intrinsic value of options exercised | 0.6 | 3.3 | |||||||
Unrecognized share-based compensation related to unvested options granted | $28.50 | $28.50 | |||||||
Unrecognized share-based compensation related to unvested options granted, term | 6 years 8 months 12 days | ||||||||
Weighted average remaining contractual term of options exercisable, years | 4 years 2 months 12 days |
ShareBased_Compensation_Number
Share-Based Compensation - Number and Weighted Average Exercise Price of Options Issued and Outstanding under all Stock Option Plans (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Options outstanding, beginning of period | 8,368 |
Shares, Granted | 1,594 |
Shares, Canceled | -598 |
Shares, Exercised | -225 |
Shares, Options outstanding, end of period | 9,139 |
Shares, Options exercisable, end of period | 5,065 |
Shares, Options available for grant, end of period | 5,658 |
Average Exercise Price, Options outstanding, beginning of period | $22.78 |
Average Exercise Price, Granted | $20.94 |
Average Exercise Price, Canceled | $23.68 |
Average Exercise Price, Exercised | $7.75 |
Average Exercise Price, Options outstanding, end of period | $22.77 |
Average Exercise Price, Options exercisable, end of period | $22.82 |
ShareBased_Compensation_Range_
Share-Based Compensation - Range of Assumptions Used and Resulting Weighted-Average Fair Value of Options Granted at Date of Grant (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Range of assumptions used and resulting weighted-average fair value of options granted at the date of grant | ||||
Risk-free interest rate, minimum | 1.40% | 0.70% | 0.70% | 0.70% |
Risk-free interest rate, maximum | 1.80% | 1.00% | 1.80% | 1.30% |
Expected term, years | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Estimated volatility, minimum | 33.40% | 36.80% | 33.40% | 36.80% |
Estimated volatility, maximum | 36.10% | 37.80% | 39.60% | 42.60% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of options granted | $8.41 | $8.41 | $7.52 | $8.10 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 |
Agreement | Agreement | ||||
Contingencies And Commitments [Line Items] | |||||
Leasehold improvement incentives received | $0.70 | $0.70 | |||
Accrued rent expense | 0.8 | 0.8 | 0.8 | ||
Rental expense related to operating leases | 1.3 | 1.2 | 3.9 | 3.3 | |
Company contribution percentage based on employee contribution of up to 3% of employee's compensation | 3.00% | ||||
Company's contribution to employee retirement savings plan | 0.4 | 0.4 | 1.2 | 1 | |
Initial term of agreement | 3 years | ||||
Severance plan participation agreements | 3 | 3 | |||
Limited severance plan participation agreements | 2 | 2 | |||
Percentage of executive officer's unvested and outstanding stock options | 50.00% | ||||
Total amount of purchase commitments expected to be purchased within one year | 50.2 | 50.2 | |||
Bank balances | 58.9 | 58.9 | 38 | ||
Bank balance covered by Federal Deposit Insurance Corporation limit | 2.3 | 2.3 | |||
Money market funds | 32.8 | 32.8 | 1.6 | ||
Percentage of accounts receivable balance from one just-in-time distributor | 6.00% | 7.00% | |||
Percentage of accounts receivable balance from one other just-in-time distributor | 6.00% | 7.00% | |||
Percentage of revenue one customer | 0.14% | 15.00% | 0.13% | 14.00% | |
Percentage of revenue two customer | 0.11% | 11.00% | 0.11% | 12.00% | |
Customer concentration risk [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Sale of company's products to customers | $69.70 | $62.30 | $215.40 | $188 | |
Minimum [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Interest rates on capital lease | 4.30% | ||||
Maximum [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Interest rates on capital lease | 5.20% | ||||
Manufacturing facility [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Operating lease expiration date | 31-Dec-17 | ||||
Automobiles [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Operating lease expiration date | 30-Jun-15 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Under Operating and Capital Leases (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2013 (balance of year) | $1,419 |
Operating Leases, 2014 | 4,512 |
Operating Leases, 2015 | 2,682 |
Operating Leases, 2016 | 2,359 |
Operating Leases, 2017 | 922 |
Operating Leases, Thereafter | 873 |
Operating Leases, Total | 12,767 |
Capital Leases, 2013 (balance of year) | 19 |
Capital Leases, 2014 | 125 |
Capital Leases, 2015 | 87 |
Capital Leases, 2016 | 80 |
Capital Leases, 2017 | 75 |
Capital Leases, Thereafter | |
Capital Leases, Total | 386 |
2013 (balance of year) | 1,438 |
2014 | 4,637 |
2015 | 2,769 |
2016 | 2,439 |
2017 | 997 |
Thereafter | 873 |
Total | $13,153 |
Segment_Information_and_Enterp2
Segment Information and Enterprise Reporting - Analysis of Product Revenues Based upon Geographic Area Shipped (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Analysis of Product Revenues Based upon the Geographic Area Shipped | ||||
Total product revenue | $124,522 | $112,108 | $382,725 | $339,644 |
Total product revenue, in percentage | 100.00% | 100.00% | 100.00% | 100.00% |
North and South America [Member] | Reportable Geographical Components [Member] | ||||
Analysis of Product Revenues Based upon the Geographic Area Shipped | ||||
Total product revenue | 92,307 | 82,656 | 284,942 | 253,472 |
Total product revenue, in percentage | 74.10% | 73.70% | 74.50% | 74.60% |
Europe, Middle East and Africa [Member] | Reportable Geographical Components [Member] | ||||
Analysis of Product Revenues Based upon the Geographic Area Shipped | ||||
Total product revenue | 19,042 | 15,691 | 59,355 | 47,983 |
Total product revenue, in percentage | 15.30% | 14.00% | 15.50% | 14.10% |
Asia and Australia [Member] | Reportable Geographical Components [Member] | ||||
Analysis of Product Revenues Based upon the Geographic Area Shipped | ||||
Total product revenue | 13,173 | 13,761 | 38,428 | 38,189 |
Total product revenue, in percentage | 10.60% | 12.30% | 10.00% | 11.30% |
United States [Member] | Reportable Geographical Components [Member] | ||||
Analysis of Product Revenues Based upon the Geographic Area Shipped | ||||
Total product revenue | $88,254 | $79,222 | $272,289 | $243,165 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Income Tax Disclosure [Abstract] | |||||
Gross unrecognized tax benefit | $6,700,000 | $6,700,000 | $6,700,000 | ||
Unrecognized tax benefit that would affect effective tax rate | 5,700,000 | 5,700,000 | 5,700,000 | ||
Interest and penalties related to unrecognized tax benefits | 0 | 0 | 100,000 | 100,000 | |
Provision for income taxes | 4,581,000 | 5,301,000 | 17,288,000 | 15,724,000 | |
Effective tax rate | 22.80% | 28.10% | 27.10% | 25.00% | |
Income tax provision benefit from prior year tax audit | 600,000 | ||||
Establishment of valuation allowance against deferred tax assets | $1,700,000 | ||||
Difference of effective tax rate from statutory U.S. Federal income | 35.00% |