MASI-2014.09.27-10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2014
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 001-33642
_________________________________________________
MASIMO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
________________________________________________
Delaware
 
33-0368882
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
 
 
40 Parker
Irvine, California
 
92618
(Address of Principal Executive Offices)
 
(Zip Code)
(949) 297-7000
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
 
Number of Shares Outstanding as of September 27, 2014
Common stock, $0.001 par value
 
52,411,582
 


Table of Contents

MASIMO CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 27, 2014
TABLE OF CONTENTS
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 


2

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
MASIMO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited) (in thousands, except par values)
 
September 27,
2014
 
December 28,
2013
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
118,988

 
$
95,466

Accounts receivable, net of allowance for doubtful accounts of $2,134 and $1,833 at September 27, 2014 and December 28, 2013, respectively
73,235

 
76,759

Royalties receivable
6,800

 
7,300

Inventories
62,834

 
56,813

Prepaid expenses
11,215

 
9,243

Prepaid income taxes
4,421

 
3,740

Deferred tax assets
16,698

 
19,636

Other current assets
5,429

 
2,841

Total current assets
299,620

 
271,798

Deferred cost of goods sold
65,226

 
61,714

Property and equipment, net
87,618

 
24,866

Intangible assets, net
28,187

 
28,104

Goodwill
21,752

 
22,793

Deferred tax assets
22,513

 
22,565

Other assets
7,552

 
6,822

Total assets
$
532,468

 
$
438,662

LIABILITIES AND EQUITY

 
 
Current liabilities

 
 
Accounts payable
$
28,988

 
$
28,004

Accrued compensation
30,287

 
29,486

Accrued liabilities
31,507

 
23,028

Income taxes payable
3,042

 
2,406

Deferred revenue
21,274

 
20,755

Line of credit and current portion of capital lease obligations
125,083

 
111

Total current liabilities
240,181

 
103,790

Deferred revenue
492

 
566

Capital lease obligations, net of current portion
148

 
225

Other liabilities
7,544

 
7,680

Total liabilities
248,365

 
112,261

Commitments and contingencies

 

Equity
 
 
 
Masimo Corporation stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value; 5,000 shares authorized; 0 shares issued and outstanding at September 27, 2014 and December 28, 2013

 

Common stock, $0.001 par value; 100,000 shares authorized; 52,412 and 56,623 shares outstanding at September 27, 2014 and December 28, 2013, respectively
52

 
57

Treasury stock, 8,583 and 4,156 shares at September 27, 2014 and December 28, 2013, respectively
(185,325
)
 
(83,454
)
Additional paid-in capital
283,577

 
273,129

Accumulated other comprehensive income
584

 
3,995

Retained earnings
184,039

 
132,742

Total Masimo Corporation stockholders’ equity
282,927

 
326,469

Noncontrolling interest
1,176

 
(68
)
Total equity
284,103

 
326,401

Total liabilities and equity
$
532,468

 
$
438,662


The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Table of Contents

MASIMO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) (in thousands, except per share amounts)
 
 
Three Months Ended
 
Nine Months Ended
 
September 27,
2014
 
September 28,
2013
 
September 27,
2014
 
September 28,
2013
Revenue:
 
 
 
 
 
 
 
Product
$
137,142

 
$
124,522

 
$
402,868

 
$
382,725

Royalty
6,976

 
6,925

 
21,988

 
22,086

Total revenue
144,118

 
131,447

 
424,856

 
404,811

Cost of goods sold
47,894

 
43,968

 
143,236

 
136,519

Gross profit
96,224

 
87,479

 
281,620

 
268,292

Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
62,064

 
53,090

 
179,533

 
159,536

Research and development
14,213

 
13,646

 
41,552

 
41,692

Litigation award and defense costs
(2,321
)
 

 
(10,331
)
 

Total operating expenses
73,956

 
66,736

 
210,754

 
201,228

Operating income
22,268

 
20,743

 
70,866

 
67,064

Non-operating expense
(566
)
 
(676
)
 
(43
)
 
(3,240
)
Income before provision for income taxes
21,702

 
20,067

 
70,823

 
63,824

Provision for income taxes
5,568

 
4,581

 
18,246

 
17,288

Net income including noncontrolling interest
16,134

 
15,486

 
52,577

 
46,536

Net (income) loss attributable to the noncontrolling interest
(1,271
)
 
116

 
(1,280
)
 
2,532

Net income attributable to Masimo Corporation stockholders
14,863

 
15,602

 
51,297

 
49,068

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(1,701
)
 
1,542

 
(3,411
)
 
883

Comprehensive income attributable to Masimo Corporation stockholders
$
13,162

 
$
17,144

 
$
47,886

 
$
49,951

 
 
 
 
 
 
 
 
Net income per share attributable to Masimo Corporation stockholders:
 
 
 
 
 
 
 
Basic
$
0.28

 
$
0.28

 
$
0.92

 
$
0.86

Diluted
$
0.27

 
$
0.27

 
$
0.91

 
$
0.85

 
 
 
 
 
 
 
 
Weighted-average shares used in per share calculations:
 
 
 
 
 
 
 
Basic
53,988

 
56,501

 
55,521

 
56,727

Diluted
54,618

 
57,404

 
56,381

 
57,506

The accompanying notes are an integral part of these condensed consolidated financial statements.


4

Table of Contents

MASIMO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
 
Nine Months Ended
 
September 27,
2014
 
September 28,
2013
Cash flows from operating activities:
 
 
 
Net income including noncontrolling interest
$
52,577

 
$
46,536

Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
 
 
 
Depreciation and amortization
9,481

 
8,459

Share-based compensation
7,784

 
9,020

Loss on disposal of property and equipment
2

 
84

Provision for doubtful accounts
211

 
532

Provision for deferred income taxes
2,926

 
1,687

Income tax benefit from exercise of stock options granted prior to January 1, 2006
49

 
595

Excess tax deficit from share-based compensation arrangements
74

 
759

Changes in operating assets and liabilities:
 
 
 
Decrease (increase) in accounts receivable
3,198

 
(2,773
)
Decrease in royalties receivable
500

 
330

Increase in inventories
(6,306
)
 
(12,074
)
Increase in deferred cost of goods sold
(3,580
)
 
(9,100
)
Increase in prepaid expenses
(1,928
)
 
(3,870
)
Increase in prepaid income taxes
(685
)
 
(6,434
)
(Decrease) increase in other assets
(3,365
)
 
1,777

(Decrease) increase in accounts payable
(1,609
)
 
11,091

Increase in accrued compensation
1,181

 
3,544

Increase (decrease) in accrued liabilities
5,446

 
(673
)
Increase (decrease) in income taxes payable
558

 
(1,217
)
Increase in deferred revenue
445

 
354

Decrease in other liabilities
(136
)
 
(417
)
Net cash provided by operating activities
66,823

 
48,210

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(66,847
)
 
(6,910
)
Increase in intangible assets
(2,779
)
 
(2,986
)
Net cash used in investing activities
(69,626
)
 
(9,896
)
Cash flows from financing activities:
 
 
 
Borrowings under line of credit, net of repayments
125,000

 

Debt issuance costs
(143
)
 

Repayments of capital lease obligations
(105
)
 
(112
)
Proceeds from issuance of common stock
2,687

 
1,746

Excess tax deficit from share-based compensation arrangements
(74
)
 
(759
)
Repurchases of common stock
(98,676
)
 
(19,790
)
Repurchases of equity by noncontrolling interest, net of equity issued
(38
)
 

Net cash provided by (used in) financing activities
28,651

 
(18,915
)
Effect of foreign currency exchange rates on cash
(2,326
)
 
764

Net increase in cash and cash equivalents
23,522

 
20,163

Cash and cash equivalents at beginning of period
95,466

 
71,554

Cash and cash equivalents at end of period
$
118,988

 
$
91,717

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Description of the Company
Masimo Corporation (Masimo 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® (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 PVI®, RRa®, SpfO2, Halo Index and In Vivo Adjustment. 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 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 (OEM) partners.
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 (SEC). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, including normal recurring accruals, necessary to present fairly the Company’s condensed consolidated financial statements. The condensed consolidated balance sheet as of December 28, 2013 was derived from the Company’s audited consolidated financial statements at that date. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 14, 2014. The results for the three and nine months ended September 27, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending January 3, 2015 or for any other interim period or for any future year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the variable interest entity (VIE) of which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. In accordance with GAAP, current authoritative guidance is applied when determining whether an entity is subject to consolidation.
Fiscal Periods
The Company follows a 52-53 week fiscal year that ends on the Saturday closest to December 31. A 52 week year includes four 13 fiscal week quarters, while a 53 week fiscal year includes three 13 fiscal week quarters and one 14 fiscal week quarter. The last 53 week fiscal year was fiscal year 2008. Fiscal year 2014 is a 53 week fiscal year. All references to years in these notes to condensed consolidated financial statements are fiscal years unless otherwise noted.
Use of Estimates
The Company prepares its financial statements in conformity with GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the determination of accounts receivable allowances, inventory reserves, warranty reserves, rebate accruals, valuation of the Company’s stock options, goodwill valuation, deferred taxes and any associated valuation allowances, distributor channel inventory, royalty revenues, deferred revenue, uncertain income tax positions, property taxes, litigation costs and related accruals. Actual results could differ from such estimates.

6

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

Reclassifications
Certain amounts in the condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation.
Fair Value Measurements
Authoritative guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
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 27, 2014. The Company carries cash and cash equivalents at cost, which approximates fair value. As of September 27, 2014 and December 28, 2013, the Company did not have any short-term investments.
The following tables represent the Company’s financial assets (in thousands), measured at fair value on a recurring basis:
September 27, 2014
Adjusted Basis
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
(Losses)
 
Estimated
Fair Value
 
Cash and Cash
Equivalents
Cash
$
90,923

 
$

 
$

 
$
90,923

 
$
90,923

Level 1:
 
 
 
 
 
 
 
 
 
          Bank Time Deposits
27,000

 

 

 
27,000

 
27,000

          U.S. Treasuries

 

 

 

 

          Money Market Funds
1,065

 

 

 
1,065

 
1,065

               Subtotal
28,065

 

 

 
28,065

 
28,065

Level 2:
 
 
 
 
 
 
 
 
 
          None

 

 

 

 

Level 3:
 
 
 
 
 
 
 
 
 
          None

 

 

 

 

Total assets measured at fair value
$
118,988

 
$

 
$

 
$
118,988

 
$
118,988


7

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

December 28, 2013
Adjusted Basis
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
(Losses)
 
Estimated
Fair Value
 
Cash and Cash
Equivalents
Cash
$
67,676

 
$

 
$

 
$
67,676

 
$
67,676

Level 1:
 
 
 
 
 
 
 
 
 
          Bank Time Deposits

 

 

 

 

          U.S. Treasuries
25,997

 

 

 
25,997

 
25,997

          Money Market Funds
1,793

 

 

 
1,793

 
1,793

               Subtotal
27,790

 

 

 
27,790

 
27,790

Level 2:
 
 
 
 
 
 
 
 
 
          None

 

 

 

 

Level 3:
 
 
 
 
 
 
 
 
 
          None

 

 

 

 

Total assets measured at fair value
$
95,466

 
$

 
$

 
$
95,466

 
$
95,466

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.
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 costs. Inventory reserves are recorded for inventory items that have become excess or obsolete or are no longer used in current production and for inventory that has a market price less than the carrying value in inventory.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful life of the improvements. Land is not depreciated, and construction in progress is not depreciated until placed in service. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, which currently range from three to six years. Normal repair and maintenance costs are expensed as incurred, whereas significant improvements that materially increase values or extend useful lives are capitalized and depreciated over the remaining estimated useful lives of the related assets. Upon sale or retirement of depreciable assets, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss on the sale or retirement is recognized in income.
Intangible Assets
Costs to renew intangible assets are capitalized and amortized over the remaining useful life of the intangible asset. Total renewal costs for patents and trademarks was $0.2 million for each of the three months ended September 27, 2014 and September 28, 2013. Total renewal costs for patents and trademarks was $0.5 million for each of the nine months ended September 27, 2014 and September 28, 2013. As of September 27, 2014, the weighted-average number of years until the next renewal was one year for patents and five 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.

8

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

Impairment of Goodwill and Intangible Assets
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Goodwill is not amortized, but instead is tested annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. In assessing goodwill impairment for each of its reporting units, the Company has the option to first assess the qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macroeconomic, industry-specific and Company-specific factors, including: (i) severe adverse industry or economic trends; (ii) significant Company-specific actions; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then the Company is required to perform the first step of the two-step impairment test by comparing the fair value of the reporting unit, determined using future projected discounted operating cash flows, with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, goodwill is considered impaired and the loss is measured by performing step two. Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. The Company also has the option to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period. The annual impairment test is performed during the fourth fiscal quarter.
The Company reviews long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
No impairment of goodwill, intangible assets or other long-lived assets was recorded during the three and nine months ended September 27, 2014 or September 28, 2013.
Revenue Recognition
The Company follows the current authoritative guidance for revenue recognition. Based on these requirements, the Company recognizes revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company enters into agreements to sell pulse oximetry and related products and services as well as multiple deliverable arrangements that include various combinations of products and services. While the majority of the Company’s sales transactions contain standard business terms and conditions, there are some transactions that contain non-standard business terms and conditions. As a result, contract interpretation is sometimes required to determine the appropriate accounting including: (a) how the arrangement consideration should be allocated among the deliverables when multiple deliverables exist, (b) when to recognize revenue on the deliverables, and (c) whether undelivered elements are essential to the functionality of the delivered elements. Changes in judgments on these assumptions and estimates could materially impact the timing of revenue recognition.
The authoritative guidance provides a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (ESP). VSOE of fair value is defined as the price charged when the same element is sold separately. VSOE generally exists only when the deliverable is sold separately and is the price actually charged for that deliverable. TPE generally does not exist for the majority of the Company’s products. The objective of ESP is to determine the price at which the Company would transact a sale if the product was sold on a stand-alone basis. In the absence of VSOE and TPE, the Company determines ESP for its products by considering multiple factors, including but not limited to, features and functionality of the product, geographies, type of customer, contractual prices pursuant to Group Purchasing Organization (GPO) contracts, the Company’s pricing and discount practices and market conditions.
A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. Most of the Company’s products in a multiple deliverable arrangement qualify as separate units of accounting. In the case of the Company’s monitoring equipment containing embedded Masimo SET® software, the Company has determined that the hardware and software components function together to deliver the equipment’s essential functionality

9

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

and, therefore, represent a single deliverable. Software deliverables, such as rainbow® parameter software, which do not function together with hardware components to provide the equipment’s essential functionality, are accounted for under software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverables and the non-software deliverables based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the revenue recognition accounting guidance for arrangements with multiple deliverables.
Sales under long-term sensor purchase contracts are generally structured such that the Company agrees to provide at no up-front charge certain monitoring equipment, software, installation, training and ongoing warranty support in exchange for the hospital’s agreement to purchase sensors over the term of the agreement, which generally ranges from three to six years. The sensors are essential to the functionality of the monitoring equipment and, therefore, represent a substantive performance obligation. The Company does not recognize any revenue when the monitoring and related equipment and software are delivered to the hospitals and installation and training are complete. The Company recognizes revenue for these delivered elements, on a pro-rata basis, as the sensors are delivered under the long-term purchase commitment. The cost of the monitoring equipment initially placed at the hospitals is deferred and amortized to cost of goods sold over the life of the underlying long-term sensor purchase contract.
The Company’s distributors primarily purchase sensor products which they then resell to hospitals that are typically fulfilling their purchase obligations to the Company under the end-user hospitals’ long-term sensor purchase commitments. Upon shipment to the distributor, revenue is deferred until the distributor ships the product to the Company’s customers based on an estimate of the inventory held by each distributor at the end of the accounting period.
The Company also provides certain end-user hospitals with the ability to purchase sensors under rebate programs. Under these programs, the end-user hospitals may earn rebates based on their purchasing activity. The Company estimates and provides allowances for these programs at the time of sale as a reduction to revenue.
The Company also earns revenue from the sale of integrated circuit boards that use the Company’s software technology to OEMs as well as from license fees for allowing certain OEMs the right to use the Company’s technology in their products. The license fee is recognized upon shipment of the OEM’s product to its customers, as represented to the Company by the OEM.
In general, customers do not have a right of return for credit or refund. However, the Company allows returns under certain circumstances. At the end of each period, the Company estimates and accrues for these returns as a reduction to revenue and accounts receivable. The Company estimates returns based on several factors, including contractual limitations and past returns history.
The Company also records royalty revenue under a patent infringement settlement agreement with Covidien Ltd. (Covidien) based on the estimated U.S. sales of Covidien’s infringing products multiplied by the current royalty rate of 7.75%. This estimated revenue is adjusted prospectively when the Company receives the Covidien royalty report, approximately 60 days after the end of each quarter.
Product Warranty
The Company provides a warranty against defects in material and workmanship for a period ranging from six to twenty-four months, 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.

10

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

Changes in the product warranty accrual were as follows (in thousands):
 
Nine Months Ended
 
September 27,
2014
 
September 28,
2013
Warranty accrual, beginning of period
$
1,161

 
$
838

Accrual for warranties issued
684

 
1,143

Changes to pre-existing warranties (including changes in estimates)
25

 
164

Settlements made
(812
)
 
(1,010
)
Warranty accrual, end of period
$
1,058

 
$
1,135

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 any related tax benefits that have been excluded from net income including noncontrolling interest, and reflected in Masimo Corporation stockholders’ equity.
The change in accumulated other comprehensive income was as follows (in thousands):
 
Nine Months Ended 
 September 27, 2014
Accumulated other comprehensive income, beginning of period
$
3,995

Foreign currency translation adjustments
(3,411
)
Accumulated other comprehensive income, end of period
$
584

Net Income Per Share
Basic net income per share attributable to Masimo Corporation for the three and nine months ended September 27, 2014 and September 28, 2013 is computed by dividing net income attributable to Masimo Corporation stockholders by the weighted-average number of shares outstanding during each period. The diluted net income per share attributable to Masimo Corporation stockholders for the three and nine months ended September 27, 2014 and September 28, 2013 is computed by dividing the net income attributable to Masimo Corporation stockholders by the weighted-average number of shares and potential shares outstanding during each period, if the effect of potential shares is dilutive. Potential shares include incremental shares of stock issuable upon the exercise of stock options. For the three and nine months ended September 27, 2014, weighted options to purchase 3.1 million and 1.5 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 applicable period. 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 applicable period. Based on authoritative accounting guidance, the Company adjusted its net income including noncontrolling interest by the amount of net (income) loss attributable to the noncontrolling interest for the three and nine months ended September 27, 2014 and September 28, 2013, to determine its net income attributable to its stockholders. A reconciliation of basic and diluted net income per share attributable to Masimo Corporation stockholders is as follows (in thousands, except per share amounts):

11

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 27,
2014
 
September 28,
2013
 
September 27,
2014
 
September 28,
2013
Net income attributable to Masimo Corporation stockholders:
 
 
 
 
 
 
 
Net income including noncontrolling interest
$
16,134

 
$
15,486

 
$
52,577

 
$
46,536

Net (income) loss attributable to the noncontrolling interest
(1,271
)
 
116

 
(1,280
)
 
2,532

Net income attributable to Masimo Corporation stockholders
$
14,863

 
$
15,602

 
$
51,297

 
$
49,068

Basic net income per share attributable to Masimo Corporation stockholders:
 
 
 
 
 
 
 
Net income attributable to Masimo Corporation stockholders
$
14,863

 
$
15,602

 
$
51,297

 
$
49,068

Weighted-average shares outstanding - basic
53,988

 
56,501

 
55,521

 
56,727

Basic net income per share attributable to Masimo Corporation stockholders
$
0.28

 
$
0.28

 
$
0.92

 
$
0.86

Diluted net income per share attributable to Masimo Corporation stockholders:
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
53,988

 
56,501

 
55,521

 
56,727

Diluted share equivalent: stock options
630

 
903

 
860

 
779

Weighted-average shares outstanding - diluted
54,618

 
57,404

 
56,381

 
57,506

Diluted net income per share attributable to Masimo Corporation stockholders
$
0.27

 
$
0.27

 
$
0.91

 
$
0.85

Seasonality
The healthcare business in the United States and overseas is typically subject to quarterly fluctuations in hospital and other alternative care admissions. Over the past few years, the Company’s third fiscal quarter revenues have generally experienced a sequential decline from its second fiscal quarter revenues. The Company believes this is due primarily to the summer vacation season in which people throughout the world tend to shift their elective procedures out of the summer holiday season. Another factor affecting quarterly revenues is the traditional “flu season” that often increases hospital and acute care facility admissions during the Company’s first and/or fourth fiscal quarters. Because the Company’s non-sales variable operating expenses often do not fluctuate in the same manner as its quarterly product sales, this may cause fluctuations in the Company’s quarterly operating income that are disproportionate to fluctuations in its quarterly revenue.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, Revenue (Topic 606): Revenue from Contracts with Customer (ASU 2014-09). The new standard provides a single, principles-based five-step model to be applied to all contracts with customers while enhancing disclosures about revenue, providing additional guidance for transactions that were not previously addressed comprehensively and improving guidance for multiple-element arrangements. ASU 2014-09 is effective for annual and interim fiscal reporting periods beginning after December 15, 2016. Early adoption of this update is not permitted. The Company is currently evaluating the expected impact of this standard on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). This update required companies to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, unless certain conditions exist. The Company adopted this update in fiscal year 2013 and such adoption did not have a material impact on its consolidated financial statements.

12

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

In July 2012, the FASB issued Accounting Standards Update No. 2012-2, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-2), to allow entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-2 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, then a quantitative impairment test that exists under current authoritative accounting guidance must be completed. Otherwise, the quantitative impairment test is not required. ASU 2012-2 was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted this update in fiscal year 2013 and such adoption did not have a material impact on its consolidated financial statements.
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)
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 (the Cross-Licensing Agreement), that governs each party’s rights to certain intellectual property held by the two companies. In addition, the Company entered into a Services Agreement with Cercacor effective January 1, 2007, which governs the general and administrative services the Company provides to Cercacor.
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 certain non-invasive measurements, including carbon monoxide, methemoglobin, fractional arterial oxygen saturation and hemoglobin. 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. To date, the Company has developed and commercially released devices that measure carbon monoxide, methemoglobin and hemoglobin using licensed rainbow® technology. The Company also markets certain other rainbow technologies, such as rainbow Acoustic Monitoring, the rights to which are owned by the Company and for which no licensing fee is paid 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 uses commercially reasonable efforts to develop or market products incorporating the licensed rainbow® technology. The royalty rate 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 to that portion of the Company’s devices used to monitor non-vital signs measurements, rather than to monitor 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.

13

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

The current annual minimum aggregate royalty obligation under the license is $5.0 million. Actual aggregate royalty liabilities to Cercacor under the license were $0.9 million and $4.0 million for the three and nine months ended September 27, 2014, respectively, and $1.3 million and $3.8 million for the three and nine months ended September 28, 2013, respectively. In connection with a change in control of the Company, as defined in the Cross-Licensing Agreement, the minimum aggregate annual royalties for licensed rainbow® measurements payable to Cercacor related to carbon monoxide, methemoglobin, fractional arterial oxygen saturation, hemoglobin and blood glucose will increase to $15.0 million, plus up to $2.0 million 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, 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 27, 2014, the expenses for these additional services, materials and supplies totaled $0.8 million and $2.6 million, respectively. During the three and nine months ended September 28, 2013, the expenses for these additional services, materials and supplies totaled $1.0 million and $3.1 million, respectively.
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 facts that the Company is Cercacor’s sole customer and Cercacor is currently financially dependent on the Company for funding. 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, $6.7 million and $7.0 million of deferred revenue related to technology licensed to the Company as of September 27, 2014 and December 28, 2013, respectively, were eliminated. In addition, net receivables of $1.7 million and $2.0 million due from the Company as of September 27, 2014 and December 28, 2013, 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. The condensed consolidated balance sheets include a noncontrolling interest in Cercacor of $1.2 million and $(0.1) million as of September 27, 2014 and December 28, 2013, respectively, which represents the value of common stock, additional paid-in capital and retained earnings of Cercacor, that are not available to the Company. In addition, the condensed consolidated balance sheets include, net of intercompany eliminations, total assets of $8.2 million and $7.0 million as of September 27, 2014 and December 28, 2013, respectively, related to Cercacor. Cercacor’s total assets as of September 27, 2014 included $4.8 million for intangible assets and $1.4 million for property and equipment. Cercacor’s total assets as of December 28, 2013 included $4.7 million for intangible assets and $1.9 million for property and equipment. The Company’s condensed consolidated balance sheets include total liabilities related to Cercacor, net of intercompany eliminations, of $2.3 million as of each of September 27, 2014 and December 28, 2013.
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 under such accounting guidance, the Company may discontinue consolidating the entity.
The changes in noncontrolling interest for Cercacor were as follows (in thousands):
 
Nine Months Ended 
 September 27, 2014
Noncontrolling interest, beginning of period
$
(68
)
Decrease in additional paid-in capital of noncontrolling interest
(36
)
Net income attributable to noncontrolling interest
1,280

Noncontrolling interest, end of period
$
1,176


14

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

4. 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 27, 2014, the Company’s cash balance was $90.9 million, which was comprised of checking accounts. Additionally, the Company had cash equivalents of $28.1 million, which consisted of $27.0 million of bank time deposits and $1.1 million of money market funds. As of December 28, 2013, the Company’s cash balance was $67.7 million, comprised of checking accounts. Additionally, the Company had cash equivalents of $27.8 million, consisting of $26.0 million of U.S. Treasury bills and $1.8 million of money market funds.
5. Royalties Receivable
The royalty receivable of $6.8 million as of September 27, 2014 represents the Company’s estimated amount due for the three months ended September 27, 2014. Pursuant to the settlement agreement, as amended, 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.
6. Inventories
Inventories consist of the following (in thousands):
 
September 27,
2014
 
December 28,
2013
Raw materials
$
28,466

 
$
26,758

Work-in-process
6,373

 
6,310

Finished goods
27,995

 
23,745

     Total
$
62,834

 
$
56,813

7. Property and Equipment
Property and equipment, net, consists of the following (in thousands):
 
September 27,
2014
 
December 28,
2013
Machinery and equipment
$
37,530

 
$
33,315

Tooling
12,179

 
11,636

Computer equipment
13,226

 
11,039

Furniture and office equipment
5,212

 
4,921

Vehicles
45

 
45

Leasehold improvements
10,340

 
8,974

Demonstration units
987

 
956

Construction-in-progress
64,128

 
3,395

     Total property and equipment
143,647

 
74,281

Accumulated depreciation and amortization
(56,029
)
 
(49,415
)
     Property and equipment, net
$
87,618

 
$
24,866

Approximately $60.6 million of Construction-in-progress is related to the purchase and renovation costs incurred in connection with the Company’s new corporate and research and development headquarters in Irvine, California, of which approximately $2.8 million is still recorded in accounts payable.
The gross value of furniture and office equipment under capital lease obligations was $0.6 million as of both September 27, 2014 and December 28, 2013, with accumulated depreciation of $0.4 million and $0.3 million as of September 27, 2014 and December 28, 2013, respectively.

15

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

8. Intangible Assets
Intangible assets, net, consist of the following (in thousands):
 
September 27,
2014
 
December 28,
2013
Cost:
 
 
 
Patents
$
20,124

 
$
18,750

Customer relationships
7,669

 
7,669

Acquired technology
5,580

 
5,580

Trademarks
3,548

 
3,338

Capitalized software development costs
2,066

 
1,612

Other
1,310

 
969

     Total cost
$
40,297

 
$
37,918

Accumulated amortization:
 
 
 
Patents
(6,320
)
 
(5,679
)
Customer relationships
(1,662
)
 
(1,086
)
Acquired technology
(1,252
)
 
(834
)
Trademarks
(817
)
 
(653
)
Capitalized software development costs
(1,403
)
 
(1,270
)
Other
(656
)
 
(292
)
     Total accumulated amortization
$
(12,110
)
 
$
(9,814
)
          Net carrying amount
$
28,187

 
$
28,104

Total amortization expense for the three months ended September 27, 2014 and September 28, 2013 was $1.0 million and $0.8 million, respectively. Total amortization expense for both the nine months ended September 27, 2014 and September 28, 2013 was $2.7 million. Estimated amortization expense for future fiscal years is as follows (in thousands):
Fiscal year
Amount
2014 (balance of year)
$
1,615

2015
3,383

2016
2,746

2017
2,645

2018
2,470

Thereafter
15,328

     Total
$
28,187

9. Line of Credit
On September 29, 2014, the Company executed Amendment No. 1 to Credit Agreement (Amendment 1) with JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender (JPMorgan), and Bank of America, N.A., as a Lender (BofA). Amendment 1 modified the credit agreement dated April 23, 2014, by and among the Company, the Lenders from time to time party thereto and JPMorgan (the Credit Agreement and collectively with Amendment 1, the Amended Credit Agreement). The Amended Credit Agreement increased the Company’s borrowing capacity by $125.0 million, bringing the total available borrowing capacity to $250.0 million with an option, subject to certain conditions, for the Company to increase the aggregate borrowing capacity up to $350.0 million in the future. The Amended Credit Agreement also provides for a sublimit of up to $50.0 million for the issuance of letters of credit and a sublimit of $75.0 million for borrowings in specified foreign currencies. All unpaid principal under the Amended Credit Agreement will become due and payable on September 29, 2019.
Borrowings under the Amended Credit Agreement will be deemed, at the Company’s election, either: (i) an ABR Loan, which bears interest at the Alternate Base Rate (as defined below), plus a spread (ABR Spread) based upon a Company leverage ratio, or (ii) a Eurodollar Loan, which bears interest at the Adjusted LIBO Rate (as defined below), plus a spread (Eurodollar Spread) based upon a Company leverage ratio. The ABR Spread is 0.125% to 1.00% and the Eurodollar Spread is 1.125% to 2.000%.

16

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

Subject to certain conditions, the Company may also request swingline loans from time to time (Swingline Loans) that bear interest similar to an ABR Loan.
The Alternate Base Rate is determined by taking the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, and (iii) the one-month Adjusted LIBO Rate plus 1.0%. The Adjusted LIBO Rate is equal to LIBOR for the applicable interest period multiplied by the statutory reserve rate for such period.
The Company is obligated under the Amended Credit Agreement to pay a fee ranging from 0.175% to 0.300% per annum, based upon a Company leverage ratio, with respect to any unused portion of the line of credit. This fee and interest on any ABR Loan are due and payable quarterly in arrears. Interest on any Eurodollar Loan is due and payable at the end of the applicable interest period (or at each three month interval in the case of loans with interest periods greater than three months). Interest on any Swingline Loan is due and payable on the date that the Swingline Loan is required to be repaid. The Company may prepay the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain costs in the case of Eurodollar Loans.
Pursuant to the terms of the Amended Credit Agreement, the Company is subject to certain covenants, including financial covenants related to a leverage ratio and an interest charge coverage ratio, and other customary negative covenants. The Company’s obligations under the Amended Credit Agreement are secured by substantially all of the Company’s personal property, including all equity interests in domestic subsidiaries and first-tier foreign subsidiaries.
As of September 27, 2014, the Credit Agreement had outstanding Eurodollar and ABR Loans of $125.0 million, and the Company was in compliance with all of its covenants.
10. 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 stock repurchase program. In October 2014, the Company’s board of directors increased the number of shares of the Company’s common stock authorized for repurchase by 3.0 million shares, bringing the total number of shares of the Company’s common stock authorized under such repurchase program from inception to 9.0 million. 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 27, 2014, approximately 2.4 million shares were repurchased at an average cost of $21.95 per share for a total repurchase cost of $52.7 million. During the nine months ended September 27, 2014, approximately 4.4 million shares were repurchased at an average cost of $23.01 per share for a total repurchase cost of $101.9 million. Of this amount, approximately $3.2 million was settled after September 27, 2014 and is recorded as an accrued liability as of September 27, 2014.
During the three months ended September 28, 2013, no shares were repurchased. During the nine months ended September 28, 2013, 1.0 million shares were repurchased at an average cost of $19.79 per share for a total repurchase cost of $19.8 million.
11. Share-Based Compensation
The number and weighted-average exercise price of options issued and outstanding under all of the Company’s stock option plans are as follows (in thousands, except for exercise prices):
 
Nine Months Ended 
 September 27, 2014
 
Shares
 
Average
Exercise Price
Options outstanding, beginning of period
8,911

 
$
22.76

Granted
1,777

 
$
24.92

Canceled
(256
)
 
$
24.56

Exercised
(216
)
 
$
12.37

Options outstanding, end of period
10,216

 
$
23.31

Options exercisable, end of period
5,750

 
$
23.27

Options available for grant, end of period
5,710

 
 

17

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

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 27,
2014
 
September 28,
2013
 
September 27,
2014
 
September 28,
2013
Risk-free interest rate
1.6% to 1.8%
 
1.4% to 1.8%
 
1.4% to 1.8%
 
0.7% to 1.8%
Expected term (in years)
5.1
 
5.5
 
5.1
 
5.5
Estimated volatility
31.7% to 32.1%
 
33.4% to 36.1%
 
31.7% to 33.1%
 
33.4% to 39.6%
Expected dividends
0%
 
0%
 
0%
 
0%
Weighted-average fair value of options granted
$6.79
 
$8.41
 
$7.85
 
$7.52
The total share-based compensation expense for the three and nine months ended September 27, 2014 was $2.6 million and $7.8 million, respectively. 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 aggregate intrinsic value of options 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 aggregate intrinsic value of options outstanding, with an exercise price less than the closing price of the Company’s common stock, as of September 27, 2014 was $16.1 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 27, 2014 was $14.6 million. The aggregate intrinsic value of options exercised during the three and nine months ended September 27, 2014 was $0.6 million and $3.2 million, respectively.
The unrecognized share-based compensation as of September 27, 2014 was $23.4 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 27, 2014 was 5.3 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 27, 2014 was 3.6 years.
12. 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 2020. Certain facility 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 has received leasehold improvement incentives in connection with certain leased 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 September 27, 2014 and December 28, 2013, rent expense accrued in excess of the amount paid aggregated $0.5 million and $0.7 million respectively, which is classified as 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.

18

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

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 27, 2014
 
Operating
Leases
 
Capital
Leases
 
Total
2014 (balance of year)
$
1,524

 
$
7

 
$
1,531

2015
4,690

 
87

 
4,777

2016
3,989

 
80

 
4,069

2017
2,503

 
75

 
2,578

2018
1,922

 

 
1,922

Thereafter
2,895

 

 
2,895

Total
$
17,523

 
$
249

 
$
17,772

Rental expense related to operating leases was $1.6 million and $4.8 million for the three and nine months ended September 27, 2014, respectively, and $1.3 million and $3.9 million for the three and nine months ended September 28, 2013, respectively. The Company leases office equipment and computer equipment, which have interest rates ranging from 4.3% to 12.0% per year and mature on various dates from July 2014 through October 2017.
Employee Retirement Savings Plan
The Company maintains a 401(k) plan, the Masimo Retirement Savings Plan (the 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 $0.6 million and $1.8 million to the Plan for the three and nine months ended September 27, 2014, respectively, and $0.4 million and $1.2 million to the Plan for the three and nine months ended September 28, 2013, respectively.
Employment and Severance Agreements
As of September 27, 2014, 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 Company’s 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 executive 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, 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 27, 2014, the Company had severance plan participation agreements with six of its executive officers. The participation agreements (the Agreements) are governed by the terms and conditions of the Company’s 2007 Severance Protection Plan (the Severance Plan), which became effective on July 19, 2007 and which was amended effective December 31, 2008. Under each of the Agreements, the applicable 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.
Purchase Commitments
Pursuant to contractual obligations with vendors, the Company had $78.0 million of purchase commitments as of September 27, 2014, 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.
Other Contractual Commitments
In the normal course of business, the Company may provide bank guarantees to support government hospital tenders in certain foreign jurisdictions. As of September 27, 2014, there were approximately $0.4 million of such unsecured bank guarantees outstanding.

19

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

The Company also provides limited indemnification within its various customer contracts whereby the Company indemnifies, in certain circumstances, the parties to whom it sells its products with respect to potential infringement of intellectual property, and against bodily injury caused by a defective Company product. It is not possible to predict the maximum potential amount of future payments under these or similar agreements, due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved. As of September 27, 2014, the Company has not incurred any significant costs related to contractual indemnification of its customers.
Concentrations of Risk
The Company is exposed to credit loss for the amount of its 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 27, 2014, the Company had $90.9 million of bank balances, of which $3.0 million was covered by either the U.S. Federal Deposit Insurance Corporation limit or foreign countries’ deposit insurance organizations. As of September 27, 2014, the Company had $1.1 million in money market funds and $27.0 million of bank time deposits 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 27, 2014, revenue from the sale of the Company’s products to U.S. hospitals that are members of GPOs amounted to $75.2 million and $228.9 million, respectively. 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.
As of September 27, 2014, two different just-in-time distributors each represented 8% and 7% of the accounts receivable balance, respectively. As of December 28, 2013, two different just-in-time distributors each represented 8% and 9% of the accounts receivable balance, respectively.
For the three months ended September 27, 2014 the Company had sales through two just-in-time distributors, which each represented 14% and 12% of the total revenue, respectively. 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 27, 2014, the Company also had sales through two just-in-time distributors, which represented 14% and 11% of total revenue, respectively. For the nine months ended September 28, 2013, the Company had sales through two just-in-time distributors, which represented 13% and 11% of total revenue, respectively. For the three and nine months ended September 27, 2014 and September 28, 2013, 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.
For the three months ended September 27, 2014 and September 28, 2013, the Company recorded $7.0 million and $6.9 million, respectively, in royalty revenues from Covidien pursuant to the original settlement agreement and amendments. For the nine months ended September 27, 2014 and September 28, 2013, the Company recorded $22.0 million and $22.1 million, respectively, in royalty revenues from Covidien pursuant to the original settlement agreement and amendments. In exchange for these royalty payments, the Company has provided Covidien the ability to ship its patent infringing product with a covenant not to sue Covidien as long as Covidien abides by the terms of the agreement. The current royalty rate is 7.75% and the amended agreement can be terminated by Covidien upon 60 days written notice.
Litigation
On February 3, 2009, the Company filed a patent infringement suit in the U.S. District Court for the District of Delaware 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. On June 15, 2009, Philips 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 of the patents asserted

20

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

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. In addition, the Company asserted additional patents in 2012, and the Court ordered that these patents and some of the originally asserted patents be tried in a second phase. On May 23, 2014, Philips filed a motion for leave to amend its answer and counterclaims to allege inequitable conduct. The Court granted Philips’ motion for leave to amend. A jury trial commenced on September 15, 2014 with respect to two of the Company’s patents and one of Philips’ patents. On October 1, 2014, the jury determined that both of the Company’s patents were valid and that the damages amount for Philips’ infringement was $466.8 million. The jury also determined that the Company did not infringe the Philips patent. Philips has indicated that it intends to file post-trial motions and to appeal the jury verdict. The Court will hear oral arguments on the post-trial motions and will hold a bench trial on equitable issues in February 2015. The trial schedule for the patents in the second phase has not yet been set.
On December 21, 2012, the Company filed suit against Mindray DS USA, Inc. and Shenzhen Mindray Bio-Medical Electronics Co, Ltd. (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, Inc. was dismissed from the 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 of 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 July 17, 2013, the Court granted Shenzhen Mindray’s motion to dismiss the patent claims without prejudice to allow the Company to amend the complaint to provide additional detail supporting Shenzhen Mindray’s direct and indirect infringement of the Company’s patents. On the same day, the Court denied Shenzhen Mindray’s motion to dismiss the Company’s non-patent claims. 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. On October 31, 2013, the Court issued a scheduling order setting a trial date of November 4, 2014. On December 10, 2013, Shenzhen Mindray filed a second amended answer and counterclaims, including a new counterclaim for tortious interference. On January 2, 2014, the Company filed a motion for judgment on the pleadings as to Shenzhen Mindray’s antitrust counterclaims and inequitable conduct counterclaims and defenses. The Court granted judgment on the pleadings with leave to amend. On March 27, 2014, Shenzhen Mindray filed a third amended answer and counterclaims. On April 10, 2014, Shenzhen Mindray filed a fourth amended answer and counterclaims. On May 5, 2014, Shenzhen Mindray filed a partial motion for summary judgment of no patent infringement, which the Court denied on June 19, 2014. On May 19, 2014, Shenzhen Mindray filed a motion for judgment on the pleadings contending that Masimo International SARL (a subsidiary of the Company), not Masimo Corporation, has standing to assert its claims relating to breach of contract. The Company opposed this motion and filed a motion to add Masimo International SARL as a plaintiff. On June 26, 2014, the Court granted the Company’s motion and denied Shenzhen Mindray’s motion. The Court also vacated the case schedule. On July 7, 2014, the Company filed a second amended complaint adding Masimo International SARL as a plaintiff. On August 18, 2014, the Court adopted the Company’s proposed case schedule, setting a new trial date of December 1, 2015. 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.
On December 10, 2013, the Company filed suit against Mindray DS USA, Inc., Shenzhen Mindray and Mindray Medical International Ltd. in the Superior Court of New Jersey. The complaint alleges breach of contract and related claims. On January 17, 2014, Mindray DS USA, Inc. filed a notice of removal removing the case to the U.S. District Court for the District of New Jersey. On January 24, 2014, Mindray DS USA, Inc. filed a motion seeking to dismiss or stay the action in view of the Company’s action against Shenzhen Mindray in the Central District of California. That motion is pending before the Court and no order from the Court has issued. On February 17, 2014, the Company filed a motion to remand the action to the Superior Court of New Jersey, which is pending before the Court. On April 15, 2014, Mindray Medical International Ltd. filed a motion to dismiss based on lack of personal jurisdiction, challenging service of process, and alleging that the Company failed to state a claim, which is pending before the Court. On June 10, 2014, the Magistrate Judge issued a Report and Recommendation recommending that the action be remanded. On June 25, 2014, Mindray DS USA, Inc. filed objections to the Report and Recommendation. On July 9, 2014, the Company filed a response to Mindray DS USA, Inc.’s objections. On September 5, 2014, the Magistrate Judge issued a Supplemental Report and Recommendation, again recommending that the action be remanded. On September 19, 2014, Mindray DS USA, Inc. filed objections to the Magistrate’s Supplemental Report and

21

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

Recommendation, and on October 3, 2014, the Company filed a response, both of which are pending before the Court. 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 certain of 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. On October 14, 2014, the Company filed motions for summary judgment, which are currently pending before the Court. The plaintiff filed a motion for summary judgment on October 15, 2014, which is also currently pending before the Court. Although the outcome of this case cannot be determined, the Company does not expect it to have a material financial impact on its results of operations.
In April 2011, the Company was informed by the United States Attorney’s Office for the Central District of California, Civil Division, that a qui tam complaint had been filed against the Company in the U.S. District Court for the Central District of California by three of the Company’s former physician office sales representatives. The qui tam complaint alleged, among other things, that the Company’s noninvasive hemoglobin products failed to meet their accuracy specifications, and that the Company misled the FDA and customers regarding the accuracy of the products. In November 2011, the United States declined to intervene in the case, and in October 2013, the District Court granted summary judgment in the Company’s favor. The former sales representatives have appealed the District Court’s decision.
In September 2011, two of the same former sales representatives filed employment-related claims against the Company in arbitration also stemming from their allegations regarding the Company’s noninvasive hemoglobin products. On January 16, 2014, the Company was notified that the arbitrator awarded the plaintiffs approximately $5.4 million in damages, which the Company accrued in fiscal 2013. In addition, the Company’s insurance carrier notified the Company that it believed certain defense costs related to the arbitration may no longer be reimbursable in view of the arbitration decision. As a result, the Company accrued a liability of $2.6 million in fiscal 2013 for the costs estimated to have been paid by the insurance carrier. The Company challenged the arbitration award in the U.S. District Court for the Central District of California, and on April 3, 2014, the District Court vacated the award. Accordingly, the Company reversed the $8.0 million charge in the quarter ended March 29, 2014. The former sales representatives have appealed the District Court’s decision. The Company is unable to predict the final outcome of the qui tam and employment matters. A reversal of the District Court’s decision in either matter could have a material adverse effect on the Company’s financial condition and results of operations.
In the third quarter of 2013, the Company was notified that the FDA and the United States Attorney’s Office for the Central District of California, Criminal Division, are investigating the allegations regarding its noninvasive hemoglobin products. In the second quarter of 2014, the Company received grand jury subpoenas requesting documents pertaining to, among other things, the testing, marketing and sales of its Pronto® and Pronto-7® products. The Company and several of its executives, including the CEO, have signed agreements tolling the statute of limitations as to any charges that may be brought. The Company is fully cooperating with the investigation but cannot predict its outcome.
On January 2, 2014, a putative class action complaint was filed against the Company in the U.S. District Court for the Central District of California by Physicians Healthsource, Inc. The complaint alleges that the Company sent unsolicited facsimile advertisements in violation of the Junk Fax Protection Act of 2005 and related regulations. The complaint seeks $500 for each alleged violation, treble damages if the court finds the alleged violations to be knowing, plus interest, costs and injunctive relief. On April 14, 2014, the Company filed a motion to stay the case pending a decision on a related petition filed by the Company with the Federal Communications Commission (FCC). On May 22, 2014, the District Court granted the motion and stayed the case pending a ruling by the FCC on the petition. The Company believes it has good and substantial defenses to the claims, but there is no guarantee that the Company will prevail.
On January 31, 2014, an amended putative class action complaint was filed against the Company in the U.S. District Court for the Northern District of Alabama by and on behalf of two participants in the Surfactant, Positive Pressure, and Oxygenation Randomized Trial at the University of Alabama. On April 21, 2014, a further amended complaint was filed adding a third participant. The complaint alleges product liability and negligence claims in connection with pulse oximeters the Company modified and provided at the request of study investigators for use in the trial. A previous version of the complaint also alleged a wrongful death claim, which the court dismissed on January 22, 2014. The amended complaint seeks unspecified damages, costs, interest, attorney fees and injunctive and other relief. The Company believes it has good and substantial defenses to the remaining claims, but there is no guarantee that the Company will prevail.

22

Table of Contents
MASIMO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)

From time to time, the Company may be involved in other litigation and investigations relating to claims and matters 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.
13. 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 27, 2014
 
September 28, 2013
 
September 27, 2014
 
September 28, 2013
Geographic Area by Destination
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North and South America
$
99,563

 
72.6
%
 
$
92,307

 
74.1
%
 
$
287,678

 
71.4
%
 
$
284,942

 
74.5
%
Europe, Middle East and Africa
23,417

 
17.1

 
19,042

 
15.3

 
73,146

 
18.2

 
59,355

 
15.5

Asia and Australia
14,162

 
10.3

 
13,173

 
10.6

 
42,044

 
10.4

 
38,428

 
10.0

     Total product revenue
$
137,142

 
100.0
%
 
$
124,522

 
100.0
%
 
$
402,868

 
100.0
%
 
$
382,725

 
100.0
%
United States
$
95,289

 
 
 
$
88,254

 
 
 
$
274,924

 
 
 
$
272,289

 
 
14. Income Taxes
The Company has provided for income taxes in fiscal 2014 interim periods based on the estimated effective income tax rate for the complete fiscal year. The income tax provision is computed on the estimated pretax income of the consolidated entities located within each taxing jurisdiction based on legislation enacted as of the balance sheet date. Deferred tax assets and liabilities are determined based on the future tax consequences associated with temporary differences between income and expenses reported for accounting and tax purposes. A valuation allowance for deferred tax assets is recorded to the extent that the Company cannot determine that the ultimate realization of the net deferred tax assets is more likely than not.
Realization of deferred tax assets is principally dependent upon the achievement of future taxable income, the estimation of which requires significant management judgment. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans or tax planning strategies. These changes, if any, may require material adjustments to these deferred tax asset balances. A valuation allowance has been previously recorded against all of the deferred tax assets of Cercacor. On a quarterly basis, Cercacor’s management reassesses the need for these valuation allowances based on operating results and its assessment of the likelihood of future taxable income and developments in the relevant tax jurisdictions. Cercacor continues to maintain a full valuation allowance as of September 27, 2014 against its net deferred tax assets.
As of September 27, 2014, the liability for income taxes associated with uncertain tax positions was approximately $7.2 million. If fully recognized, approximately $6.1 million (net of federal benefit on state taxes) would impact the Company’s 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.

23


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 2010. All material state, local and foreign income tax matters have been concluded for each year through 2006.


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in connection with the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Such forward-looking statements include any expectation of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results or financial condition; statements concerning new products, technologies or services; statements related to future capital expenditures; statements related to future economic conditions or performance; statements related to our stock repurchase program; statements as to industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may” or “will,” the negative versions of these terms and similar expressions or variations. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q and in our other Securities and Exchange Commission (SEC) filings, including our Annual Report on Form 10-K for the fiscal year ended December 28, 2013, which we filed with the SEC on February 14, 2014. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Executive Overview
We are a global medical technology company that develops, manufactures and markets a variety of noninvasive monitoring technologies. We provide our products directly and through distributors and OEM partners to hospitals, emergency medical service (EMS) providers, physician offices, veterinarians, long-term care facilities and consumers. Our mission is to improve patient outcomes and reduce the cost of care by taking noninvasive monitoring to new sites and applications. We were incorporated in California in May 1989 and reincorporated in Delaware in May 1996.
Our core business is measure-through-motion and low-perfusion pulse oximetry monitoring, known as Masimo Signal Extraction Technology® (SET®) pulse oximetry. Pulse oximetry enables the noninvasive measurement of the oxygen saturation level of arterial blood, which delivers oxygen to the body’s tissues. Pulse oximetry also enables the measurement of pulse rate, which when measured by an electrocardiography (ECG) is called heart rate. Pulse oximetry is one of the most common measurements taken in and out of hospitals around the world. Most pulse oximeter technologies work well when patients are well perfused and not moving. However, when either or both of these conditions occur, conventional pulse oximeters frequently do not provide any measurements, or provide inaccurate measurements. We invented Masimo SET®, which, for the first time, allows pulse oximeters to provide accurate measurements even during patient motion and low- perfusion conditions.
The performance of Masimo SET® pulse oximetry is proven by more than 100 independent and objective studies and thousands of clinical evaluations. We believe that Masimo SET® is trusted by clinicians to safely monitor approximately 100 million patients each year and is used hospital-wide by eight of the top ten hospitals on the U.S. News & World Report Best Hospitals Honor Roll (2013-2014). Compared to other pulse oximeters during patient motion and low-perfusion, Masimo SET® provides measurements when other pulse oximeters cannot, dramatically reduces false alarms (specificity), and accurately detects true alarms (sensitivity) that can indicate a deteriorating patient condition. Masimo SET® pulse oximetry has also been shown to improve patient outcomes by helping clinicians reduce retinopathy of prematurity (ROP) in neonates, screen newborns for critical congenital heart disease (CCHD), reduce ventilator weaning time and arterial blood gas measurements in the intensive care unit (ICU), and save lives and costs while reducing rapid response activations and ICU transfers on the general floor.
After introducing Masimo SET®, we have continued to innovate by introducing breakthrough noninvasive measurements that go beyond arterial blood oxygen saturation and pulse rate, and which create new market opportunities in both the hospital and non-hospital care settings. Our product offerings have expanded significantly over the years to also include noninvasive blood constituent, breath and brain-monitoring, including rainbow® Pulse CO-Oximetry, rainbow® Acoustic Monitoring, capnography and anesthetic agent monitoring, and SedLine® brain function electroencephalogram (EEG) monitoring. In addition, we have developed the Root® patient monitoring and connectivity platform and Patient SafetyNet remote patient surveillance monitoring system.

25

Table of Contents

Our rainbow® Pulse CO-Oximetry utilizes both Masimo SET® and licensed rainbow® technology. We believe rainbow® Pulse CO-Oximetry includes the first devices cleared by the U.S. Food and Drug Administration (FDA) to noninvasively and continuously monitor multiple blood-based measurements using multiple wavelengths of light, which previously was only possible through intermittent invasive procedures. SpCO® provides noninvasive and continuous measurement of carboxyhemoglobin, or carbon monoxide levels in the blood. Carbon monoxide is the most common cause of poisoning in the world. When used with other clinical variables, SpCO® may help clinicians and emergency responders detect carbon monoxide poisoning and help determine treatment and additional test options. SpMet® provides noninvasive and continuous measurement of methemoglobin levels in the blood. Elevated methemoglobin in the blood leads to a dangerous condition known as methemoglobinemia, which occurs as a reaction to some common drugs used in hospitals and outpatient procedures. When used with other clinical variables, SpMet® may help clinicians detect methemoglobinemia and help determine treatment and additional test options. SpHb® provides noninvasive and continuous measurement of total hemoglobin. Hemoglobin is the oxygen-carrying component of red blood cells (RBC) and, along with oxygen saturation, determines the oxygen content of blood. Hemoglobin measurement is one of the most frequent invasive laboratory measurements in the world and is often measured as part of a complete blood count (CBC), which measures multiple other blood components. A low hemoglobin status is called anemia, which is generally caused by bleeding or the inability of the body to produce RBCs. SpHb® is available as a continuous monitor or a spot check measurement. Continuous SpHb® monitoring provides real-time visibility into the changes, or lack of changes, in hemoglobin, which can otherwise only be measured through intermittent, invasive blood testing. SpHb® has been shown to help clinicians reduce the number of RBC transfusions and, in multiple cases, has demonstrated its lifesaving ability in helping clinicians detect internal bleeding. Spot check SpHb® measurement, when used with other clinical variables, may help clinicians assess whether a patient’s hemoglobin is lower or higher than may otherwise be assessed without any hemoglobin measurement which, in turn, may help determine additional test options.
Available in both Masimo SET® and rainbow® SET® sensors, Pleth Variability Index (PVI®) provides for the noninvasive and continuous measurement of fluid responsiveness in patients whose breathing is controlled through mechanical ventilation, such as in the operating room or ICU. Fluid administration is critical to optimizing fluid status in surgery and critical care, but traditional invasive methods to guide fluid administration often fail to help clinicians assess fluid responsiveness. Newer methods are complicated and costly and considered appropriate only for the highest-risk patients. When used with other clinical variables, PVI® may help clinicians assess fluid responsiveness and determine treatment options.
Our sound-based monitoring technology called rainbow Acoustic Monitoring (RAM) enables noninvasive monitoring of respiration rate (RRa®). Respiration rate is the number of breaths per minute. A low respiration rate is indicative of respiratory depression and a high respiration rate is indicative of patient distress. Traditional methods used to measure respiration rate are often considered inaccurate, such as impedance pneumography, or are not well tolerated by certain patients, such as capnography. When used with other clinical variables, RRa® may help clinicians assess respiratory status and determine treatment options. RAM technology is available from the same circuit board as Masimo SET® and rainbow® Pulse CO-Oximetry measurements, which together we refer to as the rainbow® SET® technology platform.
Our SedLine® brain function monitoring product measures the brain’s electrical activity and provides information about a patient’s response to anesthesia. SedLine® may help clinicians assess depth of anesthesia to optimize anesthesia and avoid over- or under-titration of anesthetics.
Although not currently available for sale in the U.S., we received the CE Mark for respiration rate from the plethysmograph waveform (RRp) in 2011. RRp enables monitoring of breathing status from a standard Masimo SET® pulse oximetry or rainbow® Pulse CO-Oximeter® sensor. The RRp measurement is determined by the variations in the plethysmograph waveform due to respiration, although the measurement is not possible in all patients or many conditions and may not immediately indicate changes in respiration rate. For patients requiring accurate and sensitive respiration rate monitoring, we believe that our RRa® measurement is better at detecting pauses in breathing than RRp. The RRa® measurement also provides an important visual indication of breathing through the displayed acoustic waveform.
Patient SafetyNet provides a patient surveillance or remote monitoring and clinician notification solution which includes Masimo SET® or rainbow® SET platform measurements at the patient’s bedside along with a central assignment station and wired or wireless server. Patient SafetyNet wirelessly notifies clinicians caring for multiple patients in different rooms when one of their patients has an alarm, allowing them to become aware of changing conditions and intervene sooner, at times with life-saving support. Masimo SET®, along with Patient SafetyNet, is proven to help clinicians avoid deaths while preventing ICU transfers, rapid response activations and preventable deaths on the medical/surgical floors of the hospital. Today, the majority of medical/surgical floors in the hospital are not continuously monitored. Halo Index can be used with our Patient SafetyNet to allow continuous global trending and assessment of multiple physiological measurements of a patient with a single number displayed on the Patient SafetyNet screen. Halo Index is CE marked, but not currently available for sale in the U.S.

26

Table of Contents

Our universal “Board-in-Cable” pulse oximetry solution (uSpO2) enables easier and faster integration of our products for OEM partners due to the ability to integrate Masimo SET® through software only. SpfO2, a new parameter not currently available for sale in the U.S., has received the CE mark and allows for the noninvasive measurement of fractional arterial oxygen saturation. Previously, pulse oximeters could only measure and display functional oxygen saturation (SpO2), so when patients had elevated carboxyhemoglobin and/or elevated methemoglobin, the displayed functional oxygen saturation overestimated the actual oxygen saturation value. SpfO2 allows more precise arterial oxygenation assessment in patients with elevated dyshemoglobins, common throughout the hospital and pre-hospital setting, compared to functional oxygen saturation.
Our portfolio of capnography and gas monitoring products range from OEM solutions for external “plug-in-and-measure” analyzers and integrated modules to handheld devices. With multiple measurements delivered through either sidestream (ISA, AX+, OR+) or mainstream (IRMA) options, our customers can benefit from end tidal CO2, (EtCO2,), N2O, O2 and anesthetic agent monitoring in many hospital and pre-hospital environments, such as the operating room (OR), procedural sedation, ICU and EMS scenarios. In addition, our EMMA Capnograph with waveform display offers clinicians greater assessment of EtCO2 and respiration rate, as well as assists in recognition of return to spontaneous circulation, for a variety of clinical settings, including emergency medicine and transport, ORs, ICUs, patient rooms and clinics. EMMA fits in the palm of the hand, and we believe it is the smallest and most portable capnograph in the world.
iSpO2® uses Masimo SET® technology for Measure-Through-Motion and Low-Perfusion performance to deliver measurements through a pulse oximeter cable and sensor with technology to an iPhone, iPad or iPod touch. The first version of iSpO2® allows consumers to use their iPhone, iPad or iPod touch to check their own arterial blood SpO2, pulse rate and perfusion index measurements. In the U.S., iSpO2® is available online for sports and aviation use only, and is not intended for medical use. In October 2013, iSpO2® was released in Japan for the iPhone, iPad and iPod touch. In December 2013, we received the CE mark on iSpO2® for the Android operating system, enabling functionality on select Android-based phones outside of the U.S. The iSpO2® Rx, the professional version for medical use, also received the CE mark in December 2013. The iSpO2® Rx product is not yet available in the U.S. but is available outside of the U.S.
In June 2014, we announced FDA clearance for our Root® platform with capnography, wireless communication and Iris connectivity for third-party medical devices. Root® is a powerful new patient monitoring and connectivity platform that integrates our breakthrough rainbow® and SET® measurements with multiple additional parameters being made available through Masimo Open Connect (MOC-9) in an integrated, clinician-centric platform. The first two MOC-9 technologies for Root® were SedLine® brain function monitoring and Masimo capnography. Our third MOC-9 technology for Root®, O3 regional oximetry, provides for continuous and simultaneous measurement of tissue oxygen saturation (rSO2) and SpO2 to help detect regional hypoxemia that pulse oximetry alone can miss. O3 regional oximetry has received the CE mark but is not currently available for sale in the U.S. Iris connectivity in Root® enables third-party devices such as intravenous pumps and ventilators to connect through Root® enabling display, notification and documentation to the electronic medical record through Masimo Patient SafetyNet. In combination with a Radical-7® handheld device using rainbow® Pulse CO-Oximetry and rainbow® Acoustic Monitoring, Root® will help clinicians instantly interpret a quickly changing display of multiple measurements, helping to simplify patient care workflows and empower caregivers to help make quicker patient assessments, earlier interventions and better clinical decisions throughout the continuum of care.
In July 2014, we announced CE Mark clearance and limited market release of Radius-7 for the Root® patient monitoring and connectivity platform, the first and only wearable, wireless monitor with our rainbow® SET® technology, enabling early identification of clinical deterioration while offering patients continuous monitoring with freedom of movement. With rainbow® SET® noninvasive measurements, Radius-7 with Root® can alert clinicians at the bedside or remotely, through the Masimo Patient SafetyNet remote monitoring and notification system. Radius-7 is not currently available for sale in the U.S.
In August 2014, we announced CE Mark clearance in Japan, and limited market release of the rainbow® DCI-mini, the first noninvasive hemoglobin (SpHb®) spot-check sensor for infants and small children (weight 3 to 30 kg). Paired with our handheld Pronto® device, the rainbow® DCI-mini sensors are designed to help clinicians quickly and easily spot-check hemoglobin levels in infants and small children, which may facilitate the identification of anemia. The rainbow® DCI-mini is not currently available for sale in the U.S. or Europe.
We announced our new MX-5 OEM circuit board, a technology platform that utilizes approximately half the power of previously available rainbow® circuit boards to deliver breakthrough rainbow® Pulse CO-Oximetry noninvasive measurement performance, in September 2014. In addition to the lower power demands compared to previous rainbow® technology boards, the MX-5 adds dynamic power utilization to scale the MX-5’s power draw based upon the combination of parameters being monitored to permit even longer battery runtimes. Our MX-5 OEM circuit boards offer full functionality of breakthrough rainbow® technology for noninvasive measurements of total hemoglobin (SpHb®), oxygen content (SpOC), carboxyhemoglobin (SpCO®), methemoglobin (SpMet®) and acoustic respiration rate (RRa®), in addition to providing Measure-

27

Table of Contents

Through-Motion and Low-Perfusion oxygen saturation (SpO2), pulse rate and perfusion index (PI) measurement capabilities of Masimo SET® pulse oximetry.
Our pulse oximetry technology is generally contained on a circuit board which is placed inside a standalone pulse oximetry monitor, placed inside OEM multiparameter monitors or included as part of an external “Board-in-Cable” solution which is plugged into a port on an OEM or other device. All of these solutions use our proprietary single-patient use and reusable sensors and cables. We sell our products to end-users through our direct sales force and certain distributors, as well as our OEM partners, for incorporation into their products. In 2013, we also began selling our pulse oximetry products in the consumer market. As of September 27, 2014, we estimate that the worldwide installed base of our pulse oximeters and OEM monitors that incorporate Masimo SET® and rainbow® SET was approximately 1,289,000 units, excluding handheld devices. Our installed base is the primary driver for the recurring sales of our pulse oximeter and Pulse CO-Oximeter sensors, most notably single-patient adhesive sensors. Based on industry reports, we estimate that the worldwide pulse oximetry market is nearly $1.5 billion in 2014, the largest component being sensors.
Our strategy is to utilize the accuracy and broad clinical benefits of our technologies to:
(1)
be the leading choice for pulse oximetry in traditionally monitored areas, in and out of the hospital;
(2)
expand the use of pulse oximetry beyond the critical care settings, including to the general floor of the hospital;
(3)
create demand for the use of breakthrough rainbow® measurements by our hospital customers;
(4)
offer rainbow® measurements to new markets such as EMS and physician offices;
(5)
penetrate existing noninvasive specialty monitoring markets such as capnography, gas, brain function, and other modalities with technologies that offer clinical and financial advantages; and
(6)
leverage the revolutionary Root® platform to provide open access to third-party developers for additional measurements, as well as connectivity to electronic health record systems and for third-party devices.
Our solutions and related products are based upon our proprietary Masimo SET® and rainbow® algorithms. This software-based technology is incorporated into a variety of product platforms depending on our customers’ specifications. Our technology is supported by a substantial intellectual property portfolio that we have built through internal development and, to a lesser extent, acquisitions and license agreements. We have exclusively licensed from Cercacor Laboratories, Inc. (Cercacor) the right to OEM selected rainbow® technology and to incorporate selected rainbow® technology into our products intended to be used by professional caregivers, including, but not limited to, hospital caregivers and alternate care facility caregivers.
Cercacor Laboratories, Inc. (Cercacor)
Cercacor is an independent entity spun off from us to our stockholders in 1998. Joe Kiani and Jack Lasersohn, members of our board of directors, are also members of the board of directors of Cercacor. Joe Kiani, our Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of Cercacor. We are a party to a cross-licensing agreement with Cercacor, which was amended and restated effective January 1, 2007 (the Cross-Licensing Agreement), which governs each party’s rights to certain intellectual property held by the two companies.
Under the Cross-Licensing Agreement, we granted Cercacor an exclusive, perpetual and worldwide license, with sublicense rights, to use all Masimo SET® owned by us, 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, which we refer to as the Cercacor Market. We 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.
We exclusively license from Cercacor the right to make and distribute products in the professional medical caregiver markets, which we refer to as the Masimo Market, that utilize rainbow® technology for certain non-invasive measurements, including carbon monoxide, methemoglobin, fractional arterial oxygen saturation and hemoglobin. We also have the option to obtain the exclusive license 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. To date, we have developed and commercially released devices that measure carbon monoxide, methemoglobin and hemoglobin using licensed rainbow® technology. Additionally, we make and distribute products that monitor respiration rate via rainbow Acoustic Monitoring , which is not required to be licensed from Cercacor.
In February 2009, in order to accelerate the product development of our hemoglobin spot-check measurement device, we agreed to fund additional engineering expenses of Cercacor. Specifically, these expenses included third-party engineering materials and supplies expense, as well as 60% of Cercacor’s total engineering and engineering-related payroll expenses during

28

Table of Contents

the three and nine months ended September 27, 2014 and September 28, 2013. For additional discussion of Cercacor, see Note 3 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and Part I, Item 1. “Business—Cercacor Laboratories, Inc.” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 14, 2014.
For the foreseeable future, we anticipate that we will continue to consolidate Cercacor pursuant to the current authoritative accounting guidance; however, in the event that Cercacor is no longer considered a variable interest entity (VIE) under such accounting guidance, we may discontinue consolidating the entity.
Stock Repurchase Program
In February 2013, our board of directors authorized us to repurchase up to 6.0 million shares of our common stock under a repurchase program. The stock repurchase program may be carried out at the discretion of a committee comprised of our 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. We have paid for prior repurchases of stock with available cash and cash equivalents as well as borrowings under our revolving credit agreement. During the three months ended September 27, 2014, approximately 2.4 million shares were repurchased at an average cost of $21.95 per share, for a total repurchase price of $52.7 million. During the nine months ended September 27, 2014, approximately 4.4 million shares were repurchased, at an average cost of $23.01 per share, for a total repurchase price of $101.9 million. Of this amount, approximately $3.2 million was settled after September 27, 2014 and is recorded as an accrued liability as of September 27, 2014. As of September 27, 2014, approximately 0.6 million shares remained authorized for repurchase under the program. On October 23, 2014, our board of directors authorized us to repurchase up to an additional 3.0 million shares under this stock repurchase program bringing the total number of shares that remain authorized for repurchase as of such date to 3.6 million shares.
Medical Device Excise Tax
In March 2010, the U.S. Congress adopted and President Obama signed into law comprehensive health care reform legislation. Among other initiatives, these laws imposed taxes on medical device makers in the form of a 2.3% excise tax on U.S. medical device sales that took effect on January 1, 2013. During the three and nine months ended September 27, 2014, our medical device excise tax expense was $1.8 million and $5.0 million, respectively, which was recorded within our selling, general and administrative expenses.

29

Table of Contents

Results of Operations
The following table sets forth, for the periods indicated, our unaudited results of operations expressed as dollar amounts and as a percentage of total revenues (in thousands, except percentages):
 
Three Months Ended
 
Nine Months Ended
 
September 27,
2014
 
% of
Revenue
 
September 28,
2013
 
% of
Revenue
 
September 27,
2014
 
% of
Revenue
 
September 28,
2013
 
% of
Revenue
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Product
$
137,142

 
95.2
 %
 
$
124,522

 
94.7
 %
 
$
402,868

 
94.8
 %
 
$
382,725

 
94.5
 %
Royalty
6,976

 
4.8

 
6,925

 
5.3

 
21,988

 
5.2

 
22,086

 
5.5

Total revenue
144,118

 
100.0

 
131,447

 
100.0

 
424,856

 
100.0

 
404,811

 
100.0

Cost of goods sold
47,894

 
33.2

 
43,968

 
33.4

 
143,236

 
33.7

 
136,519

 
33.7

Gross profit
96,224

 
66.8

 
87,479

 
66.6

 
281,620

 
66.3

 
268,292

 
66.3

Operating expenses:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
Selling, general and administrative
62,064

 
43.1

 
53,090

 
40.4

 
179,533

 
42.3

 
159,536

 
39.4

Research and development
14,213

 
9.9

 
13,646

 
10.4

 
41,552

 
9.8

 
41,692

 
10.3

Litigation award and defense costs
(2,321
)
 
(1.7
)
 

 

 
(10,331
)
 
(2.5
)
 

 

Total operating expenses
73,956

 
51.3

 
66,736

 
50.8

 
210,754

 
49.6

 
201,228

 
49.7

Operating income
22,268

 
15.5

 
20,743

 
15.8

 
70,866

 
16.7

 
67,064

 
16.6

Non-operating expense
(566
)
 
(0.4
)
 
(676
)
 
(0.5
)
 
(43
)
 

 
(3,240
)
 
(0.8
)
Income before provision for income taxes
21,702

 
15.1

 
20,067

 
15.3

 
70,823

 
16.7

 
63,824

 
15.8

Provision for income taxes
5,568

 
3.9

 
4,581

 
3.5

 
18,246

 
4.3

 
17,288

 
4.3

Net income including noncontrolling interest
16,134

 
11.2

 
15,486

 
11.8

 
52,577

 
12.4

 
46,536

 
11.5

Net (income) loss attributable to the noncontrolling interest
(1,271
)
 
(0.9
)
 
116

 
0.1

 
(1,280
)
 
(0.3
)
 
2,532

 
0.6

Net income attributable to Masimo Corporation stockholders
$
14,863

 
10.3
 %
 
$
15,602

 
11.9
 %
 
$
51,297

 
12.1
 %
 
$
49,068

 
12.1
 %
Comparison of the Three Months ended September 27, 2014 to the Three Months ended September 28, 2013
Revenue. Total revenue increased $12.7 million, or 9.6%, to $144.1 million for the three months ended September 27, 2014 from $131.4 million for the three months ended September 28, 2013. Product revenues increased $12.6 million, or 10.1%, to $137.1 million for the three months ended September 27, 2014 from $124.5 million for the three months ended September 28, 2013. This increase was primarily due to higher consumable product sales resulting from an increase in our installed base of circuit boards and pulse oximeters which we estimate totaled 1,289,000 units at September 27, 2014, up from 1,180,000 units at September 28, 2013. Total rainbow® product revenue increased $1.1 million, or 9.6%, to $13.2 million for the three months ended September 27, 2014, compared to $12.0 million for the three months ended September 28, 2013.
Revenue generated through our direct and distribution sales channels increased $9.7 million, or 9.1%, to $116.1 million for the three months ended September 27, 2014, compared to $106.4 million for the three months ended September 28, 2013. During the three months ended September 27, 2014, revenues from our OEM channel rose by $2.9 million, or 15.9%, to $21.0 million from $18.1 million for the three months ended September 28, 2013. Our royalty revenue increased to $7.0 million for the three months ended September 27, 2014 from $6.9 million for the three months ended September 28, 2013.
Cost of goods sold. Cost of goods sold includes labor, material, overhead and other similar costs related to the production, supply, distribution and support of our products. Cost of goods sold increased $3.9 million for the three months ended September 27, 2014 compared to the three months ended September 28, 2013 due to increased revenue. Our total gross margin increased to 66.8% for the three months ended September 27, 2014 from 66.6% for the three months ended September 28,

30

Table of Contents

2013. Excluding royalties, product gross margin increased to 65.1% for the three months ended September 27, 2014 from 64.7% for the three months ended September 28, 2013. This net increase in product margin was primarily due to the benefits from our continued product cost reduction efforts. We incurred $0.9 million and $1.3 million in Cercacor royalty expenses for the three months ended September 27, 2014 and September 28, 2013, respectively, which have been eliminated in our condensed consolidated financial statements for the periods presented. Had these royalty expenses not been eliminated, our reported product gross profit margin would have been 64.4% for the three months ended September 27, 2014 and 63.7% for the three months ended September 28, 2013.
Selling, General and Administrative. Selling, general and administrative expenses consist primarily of salaries and related expenses for sales, marketing and administrative personnel, sales commissions, advertising and promotion costs, professional fees related to legal, accounting and other outside services, public company costs and other corporate expenses. Selling, general and administrative expenses increased $9.0 million, or 16.9%, for the three months ended September 27, 2014 compared to the three months ended September 28, 2013. This increase was primarily attributable to higher legal expenses of approximately $3.5 million, increased headcount costs of approximately $3.4 million and higher marketing-related expense of approximately $0.9 million. Approximately $2.2 million of share-based compensation expense was included in selling, general and administrative expenses for each of the three months ended September 27, 2014 and September 28, 2013. Also included in total selling, general and administrative expenses were $0.7 million and $0.6 million of expenses incurred by Cercacor for the three months ended September 27, 2014 and September 28, 2013, respectively.
Research and Development. Research and development expenses consist primarily of salaries and related expenses for engineers and other personnel engaged in the design and development of our products. These expenses also include third-party fees paid to consultants, prototype and engineering supply expenses and the costs of clinical trials. Research and development expenses increased slightly by $0.6 million, or 4.2%, for the three months ended September 27, 2014 compared to the three months ended September 28, 2013. This increase was primarily due to higher headcount related costs of approximately $0.9 million that were partially offset by lower engineering project related expenses. Included in research and development expenses for each of the three months ended September 27, 2014 and September 28, 2013 was approximately $0.3 million of share-based compensation expense. Also included in total research and development expenses were $0.8 million and $0.9 million of engineering expenses incurred by Cercacor for the three months ended September 27, 2014 and September 28, 2013, respectively.
Litigation Award and Defense Costs. In July 2014, an arbitration panel issued a final award of $4.0 million to Cercacor, our VIE, in connection with the breach by a third party of a supply agreement, payment for which was received by Cercacor in August 2014. Cercacor recorded this award in the quarter ended September 27, 2014 as a reduction to operating expenses, net of approximately $1.6 million in related legal costs. We did not record any similar litigation award during the three months ended September 28, 2013.
Non-operating expense. Non-operating expense consists primarily of interest income, interest expense and foreign exchange losses. Non-operating expense was $0.6 million for the three months ended September 27, 2014 as compared to non-operating expense of $0.7 million for the three months ended September 28, 2013. This net change of $0.1 million was primarily due to fluctuations in the amounts of net realized and unrealized gains and losses on foreign currency denominated transactions during the three months ended September 27, 2014 as compared to the three months ended September 28, 2013. Net realized and unrealized losses on foreign currency denominated transactions recognized during the three months ended September 27, 2014 were $0.5 million and resulted primarily from losses due to the strengthening of the U.S. Dollar against the Euro, Japanese Yen and British Pound Sterling, which were partially offset by gains due to the strengthening of the U.S. Dollar against the Swedish Krona. Net realized and unrealized losses on foreign currency denominated transactions recognized during the three months ended September 28, 2013 were $0.7 million and resulted primarily from losses due to the weakening of the U.S. Dollar against the Swedish Krona, which were partially offset by gains due to the weakening of the U.S. Dollar against the Euro.
Provision for Income Taxes. Our provision for income taxes was $5.6 million, or an effective tax rate of 25.7%, for the three months ended September 27, 2014, compared to $4.6 million, or an effective tax rate of 22.8%, for the three months ended September 28, 2013. The significantly lower tax rate for the three months ended September 28, 2013 was primarily due to a discrete tax benefit recorded in such quarter related to the settlement of a prior tax audit. Our future effective income tax rate will depend on various factors, including changes in tax laws, changes in deferred tax asset valuation allowances, the recognition and derecognition of tax benefits associated with uncertain tax positions and the geographic composition of our pre-tax income.

31

Table of Contents

Comparison of the Nine Months ended September 27, 2014 to the Nine Months ended September 28, 2013
Revenue. Total revenue increased $20.0 million, or 5.0%, to $424.9 million for the nine months ended September 27, 2014 from $404.8 million for the nine months ended September 28, 2013. Product revenues increased $20.1 million, or 5.3%, to $402.9 million for the nine months ended September 27, 2014 from $382.7 million for the nine months ended September 28, 2013. This increase was primarily attributable to higher consumable product sales of resulting from an increase in our installed base of circuit boards and pulse oximeters which we estimate totaled 1,289,000 units at September 27, 2014, up from 1,180,000 units at September 28, 2013. Total rainbow® product revenue increased $3.6 million, or 10.5%, to $37.6 million for the nine months ended September 27, 2014, compared to $34.1 million for the nine months ended September 28, 2013.
Revenue generated through our direct and distribution sales channels increased $18.1 million, or 5.6%, to $340.5 million for the nine months ended September 27, 2014, compared to $322.5 million for the nine months ended September 28, 2013. During the nine months ended September 27, 2014, revenues from our OEM channel increased slightly by $2.1 million, or 3.4%, to $62.3 million from $60.3 million for the nine months ended September 28, 2013. Our royalty revenue decreased slightly to $22.0 million for the nine months ended September 27, 2014, from $22.1 million for the nine months ended September 28, 2013.
Cost of Goods Sold. Cost of goods sold increased $6.7 million to $143.2 million for the nine months ended September 27, 2014 from $136.5 million for the nine months ended September 28, 2013 due to increased revenue. Our total gross margin approximated 66.3% for each of the nine months ended September 27, 2014 and September 28, 2013. Excluding royalties, product gross margin increased slightly to 64.4% for the nine months ended September 27, 2014 compared to 64.3% for the nine months ended September 28, 2013. We incurred $4.0 million in Cercacor royalty expenses for the nine months ended September 27, 2014 and $3.8 million for the nine months ended September 28, 2013, both of which have been eliminated in our condensed consolidated financial statements for the periods presented. Had these royalty expenses not been eliminated, our reported product gross profit margin would have been 63.4% for each of the nine months ended September 27, 2014 and September 28, 2013.
Selling, General and Administrative. Selling, general and administrative expenses increased $20.0 million, or 12.5%, for the nine months ended September 27, 2014 compared to the nine months ended September 28, 2013. This increase was primarily attributable to higher legal expenses of approximately $9.0 million, approximately $4.6 million of additional costs associated with headcount growth, a one-time charitable donation to the Masimo Foundation for Ethics, Innovation and Competition in Healthcare of approximately $2.5 million and approximately $1.7 million of higher advertising and marketing-related costs. Approximately $6.3 million and $7.2 million of share-based compensation expense was included in selling, general and administrative expenses for the nine months ended September 27, 2014 and September 28, 2013, respectively. Also included in selling, general and administrative expenses were $2.4 million and $1.9 million of direct expenses incurred by Cercacor for the nine months ended September 27, 2014 and September 28, 2013, respectively.
Research and Development. Research and development expenses were relatively flat at $41.6 million for the nine months ended September 27, 2014 compared to $41.7 million for the nine months ended September 28, 2013. Included in research and development expenses for the nine months ended September 27, 2014 and September 28, 2013 was approximately $1.1 million and $1.5 million, respectively, of share-based compensation expense. Also included in research and development expenses were $2.6 million and $2.9 million of engineering expenses incurred by Cercacor for the nine months ended September 27, 2014 and September 28, 2013, respectively.
Litigation Award and Defense Costs. In July 2014, an arbitration panel issued a final award of $4.0 million to Cercacor, our VIE, in connection with the breach by a third party of a supply agreement, payment for which was received by Cercacor in August 2014. Cercacor recorded this award in the quarter ended September 27, 2014 as a reduction to operating expenses, net of approximately $1.6 million in related legal costs. We did not record any similar litigation award during the nine months ended September 28, 2013.
In January 2014, an arbitrator awarded two of our former physician office sales representatives approximately $5.4 million in damages related to employment-related claims regarding our noninvasive hemoglobin monitoring products. As a result of this award, we took a charge of $8.0 million in the fiscal quarter ended December 28, 2013, which included $5.4 million in damages and $2.6 million in defense-related costs. We challenged the award in the U.S. District Court for the Central District of California, and on April 3, 2014, the District Court vacated the award. Accordingly, we reversed the previous $8.0 million charge in the first quarter of fiscal year 2014. We are unable to predict the final outcome of this matter; however, a reversal of the District Court’s ruling could have a material adverse effect on our results of operations in the future. See Note 12 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

32

Table of Contents

Non-operating expense. Non-operating expense was less than $0.1 million for the nine months ended September 27, 2014 compared to $3.2 million for the nine months ended September 28, 2013. This net change of $3.2 million was primarily due to fluctuations in the amounts of net realized and unrealized gains and losses on foreign currency denominated transactions during the nine months ended September 27, 2014 compared to the nine months ended September 28, 2013. Net realized and unrealized gains on foreign currency denominated transactions recognized during the nine months ended September 27, 2014 were $0.1 million and resulted primarily from the strengthening of the U.S. Dollar against the Swedish Krona offset by losses due to the strengthening of the U.S. Dollar against the Euro, Japanese Yen and British Pound Sterling. Net realized and unrealized losses on foreign currency denominated transactions recognized during the nine months ended September 28, 2013 were $3.3 million and resulted primarily from losses due to the strengthening of the U.S. Dollar against the Japanese Yen and the weakening of the U.S. Dollar against the Swedish Krona.
Provision for Income Taxes. Our provision for income taxes was $18.2 million, or an effective rate of 25.8%, for the nine months ended September 27, 2014, compared to $17.3 million, or an effective rate of 27.1%, for the nine months ended September 28, 2013. The higher tax rate for the nine months ended September 28, 2013 was primarily due to a $2.0 million charge related to the establishment of a valuation allowance against the deferred tax assets of Cercacor, which was partially offset by discrete benefits related to the settlement of a prior tax audit and for the retroactive reinstatement of the federal research tax credit back to fiscal 2012. Also contributing to the lower rate for the nine months ended September 27, 2014 was a change in the expected geographic mix of our fiscal year 2014 pre-tax income, which was partially offset by an increase in rate due to the expiration of the federal research tax credit at the end of 2013.
Liquidity and Capital Resources
Our principal sources of liquidity consist of our existing cash and cash equivalent balances, funds expected to be generated from operations, and funds available under our revolving credit agreement. At September 27, 2014, we had approximately $59.4 million in working capital and approximately $119.0 million in cash and cash equivalents as compared to approximately $168.0 million in working capital and approximately $95.5 million in cash and cash equivalents at December 28, 2013. We currently do not maintain an investment portfolio but have the ability to invest in various security holdings, types and maturities that meet credit quality standards in accordance with our investment guidelines.
As of September 27, 2014, we had cash totaling $70.1 million held outside of the U.S. of which approximately $23.8 million was accessible without additional tax cost and approximately $46.4 million was accessible at an incremental estimated tax cost of approximately $13.9 million. In managing our day-to-day liquidity and capital structure, we do not rely on foreign earnings as a source of funds. We currently have sufficient funds on-hand and available under our line of credit to fund our domestic operations and do not anticipate the need to repatriate funds associated with our permanently reinvested foreign earnings. In the event funds that are treated as permanently reinvested are repatriated, we may be required to accrue and pay additional U.S. taxes with respect to any such repatriation.
On September 29, 2014, we executed Amendment No. 1 to Credit Agreement (Amendment 1) with JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender (JPMorgan), and Bank of America, N.A., as a Lender (BofA). Amendment 1 modifies our existing credit agreement dated April 23, 2014 with JPMorgan (the Credit Agreement and collectively with Amendment 1, the Amended Credit Agreement). The Amended Credit Agreement increases our current borrowing capacity by $125.0 million, bringing the total available borrowing capacity to $250.0 million, with an option, subject to certain conditions, to increase the aggregate borrowing capacity up to $350.0 million in the future. All unpaid principal under the Amended Credit Agreement will become due and payable on September 29, 2019. See Note 9 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.
During the three months ended September 27, 2014, we received $7.6 million from Covidien for royalties related to their U.S. sales pursuant to the terms of our amended settlement agreement. Based on the terms of such agreement, as of September 27, 2014, Covidien has the right to stop paying us royalties, subject to certain notice requirements. See “Covidien may seek to avoid paying any royalties to us, which would significantly reduce our royalty revenue and total revenues and adversely affect our business, financial condition and results of operations” under Part II, Item 1A - Risk Factors, in this Quarterly Report on Form 10-Q.

33

Table of Contents

Cash Flows
The following table summarizes our cash flows (in thousands):
 
 
Nine Months Ended
 
 
September 27,
2014
 
September 28,
2013
Net cash provided by (used in):
 
 
 
Operating activities
$
66,823

 
$
48,210

Investing activities
(69,626
)
 
(9,896
)
Financing activities
28,651

 
(18,915
)
Effect of foreign currency exchange rates on cash
(2,326
)
 
764

Increase in cash and cash equivalents
$
23,522

 
$
20,163

Operating Activities. Cash provided by operating activities was $66.8 million in the nine months ended September 27, 2014 arising primarily from net income of $52.6 million, non-cash activity for depreciation and amortization of $9.5 million, share-based compensation of $7.8 million, and a provision for deferred taxes of $2.9 million. In addition, accrued liabilities and accrued compensation increased by $5.4 million and $1.2 million, respectively, all due to the timing of payments; and accounts receivable decreased by $3.2 million due to the timing of collections. These sources of cash were primarily offset by an increase in inventory of $6.3 million, an increase in deferred cost of goods sold of $3.6 million related to shipments of equipment to customers, an increase in other assets of $3.4 million primarily resulting from an increase in receivables for expected insurance recoveries, an increase in prepaid expenses of $1.9 million related to prepayments for insurance premiums and a decrease in accounts payable of $1.6 million due to the timing of payments.
Cash provided by operating activities was $48.2 million in the nine months ended September 28, 2013 primarily from net income including noncontrolling interest of $46.5 million and non-cash activity for share-based compensation and depreciation and amortization of $9.0 million and $8.5 million, respectively. In addition, accounts payable increased by $11.1 million due to the timing of payments and accrued compensation increased by $3.5 million due to an increase in headcount. These sources of cash were offset by an increase in inventories of $12.1 million to meet the anticipated future demand for our products, an increase in prepaid income taxes of $6.4 million due to the prepayment of income taxes and an increase in deferred cost of goods sold of $9.1 million due to continued shipments of equipment to customers pursuant to long-term sensor contracts.
Investing Activities. Cash used in investing activities for the nine months ended September 27, 2014 was $69.6 million, consisting primarily of $66.8 million for purchases of property and equipment, including $57.8 million related to the purchase of our new corporate headquarters, and $2.8 million of intangible assets related to capitalized patent and trademark costs. Cash used in investing activities for the nine months ended September 28, 2013 was $9.9 million, consisting of $6.9 million for purchases of property and equipment to support our manufacturing operations and $3.0 million for the increase in intangible assets related to capitalized patent and trademark costs.
Financing Activities. Cash provided by financing activities for the nine months ended September 27, 2014 was $28.7 million, primarily resulting from borrowings under our Credit Agreement totaling $125.0 million offset by common stock repurchase transactions totaling $98.7 million. Cash used in financing activities for the nine months ended September 28, 2013 was $18.9 million, primarily due to repurchases of common stock totaling $19.8 million.
Capital Resources and Prospective Capital Requirements
As of September 27, 2014, we had an outstanding balance of $125.0 million under our Credit Agreement, and with the execution of Amendment 1 on September 29, 2014, had additional available capacity of $125.0 million under the Amended Credit Agreement. We also had an outstanding balance of $0.2 million resulting from capital leases related to office and computer equipment. We had no other debt obligations and are in compliance with all bank covenants.
In February 2013, our board of directors authorized the repurchase of up to 6.0 million shares of our common stock under a repurchase program. During the three months ended September 27, 2014, approximately 2.4 million shares were repurchased at an average cost of $21.95 per share. During the nine months ended September 27, 2014, approximately 4.4 million shares were repurchased at an average cost of $23.01 per share. As of September 27, 2014, approximately 0.6 million shares remained authorized for repurchase under the current program. On October 23, 2014, our board of directors authorized us to repurchase up to an additional 3.0 million shares under this stock repurchase program bringing the total number of shares that remain authorized for repurchase as of such date to 3.6 million shares.

34

Table of Contents

In the future, in addition to funding our working capital requirements, we anticipate our primary use of cash to be the equipment that we provide to hospitals under our long-term sensor purchase agreements. We also anticipate additional capital purchases related to renovating our new corporate headquarters as well as expanding our worldwide operations, including manufacturing, sales, marketing and other areas of necessary infrastructure growth. Possible additional uses of cash may include the acquisition of technologies or technology companies and/or additional stock repurchases.
The amount and timing of our actual investing activities will vary significantly depending on numerous factors, including the timing of the acquisition, reconstruction and other costs related to our new corporate headquarters facility, product development efforts, our timetable for international sales operations and manufacturing expansion and both domestic and international regulatory requirements. Despite these investment requirements, we anticipate that our existing cash and cash equivalents and amounts available under the Credit Agreement will be sufficient to meet our working capital requirements, capital expenditures and other operational funding needs for at least the next 12 months.
Off-Balance Sheet Arrangements
We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As a result, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we engaged in these relationships. As of September 27, 2014, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of net revenues, expenses, assets and liabilities. We regularly evaluate our estimates and assumptions related to our critical accounting policies, including revenue recognition and deferred revenue, inventory and related reserves for excess or obsolete inventory, allowance for doubtful accounts, share-based compensation, goodwill, deferred taxes and related valuation allowances, uncertain tax positions, tax contingencies, litigation costs and loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. Changes in judgments and uncertainties relating to these estimates could potentially result in materially different results under different assumptions and conditions. If these estimates differ significantly from actual results, the impact on our condensed consolidated financial statements and future results of operations may be material. For a description of our critical accounting policies, please refer to “Critical Accounting Estimates” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 filed with the SEC on February 14, 2014. There have been no material changes to any of our critical accounting policies during the nine months ended September 27, 2014.
Recent Accounting Pronouncements
See Note 2 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued or adopted accounting standards.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. We are exposed to various market risks that may arise from adverse changes in market rates and prices, such as interest rates, foreign exchange fluctuations and inflation. We do not enter into derivatives, including forward contracts, or other financial instruments for trading or speculative purposes.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to the increase or decrease in the amount of interest income we can earn on our investment portfolio and on the increase or decrease in the amount of interest expense we must pay with respect to our various outstanding debt instruments. Our risk associated with fluctuations in interest expense is limited to interest associated with our outstanding capital lease arrangements, which have fixed interest rates, and any borrowings under our Credit Agreement and any amendments thereto. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We ensure the safety and preservation of our invested principal funds

35

Table of Contents

by limiting default risk, market risk and reinvestment risk. We reduce default risk by investing in investment grade securities. A hypothetical 100 basis point change in interest rates along the entire interest rate yield curve would not significantly affect the fair value of our interest-sensitive financial instruments at September 27, 2014. Declines in interest rates over time will, however, reduce our interest income and expense while increases in interest rates will increase our interest income and expense.
Foreign Currency Exchange Rate Risk
A majority of our assets and liabilities are maintained in the United States in U.S. Dollars and a majority of our sales and expenditures are transacted in U.S. Dollars. However, we also transact with foreign customers in currencies other than the U.S. Dollar. These foreign currency revenues, when converted into U.S. Dollars, can vary depending on average exchange rates during a respective period. In addition, certain of our foreign subsidiaries transact in their respective country’s local currency, which is also their functional currency. As a result, expenses of these foreign subsidiaries, when converted into U.S. Dollars, can vary depending on the average exchange rates during a respective period.
We are also exposed to foreign currency gains or losses on outstanding foreign currency denominated receivables and payables, as well as intercompany transactions. Realized and unrealized foreign currency gains or losses on these transactions are included in our statements of comprehensive income as incurred. Furthermore, other transactions between us or our subsidiaries and a third-party, denominated in a currency different from the functional currency, are foreign currency transactions. Realized and unrealized foreign currency gains or losses on these transactions are included in our statements of comprehensive income as incurred, and are converted to U.S. Dollars at the average exchange rates for a respective period.
The balance sheets of each of our foreign subsidiaries whose functional currency is not the U.S. Dollar are translated into U.S. Dollars at the rate of exchange at the balance sheet date and the statements of comprehensive income and cash flows are translated into U.S. Dollars using the average monthly exchange rate during the period. Any foreign exchange gain or loss as a result of translating the balance sheets of our foreign subsidiaries whose functional currency is not the U.S. Dollar is included in equity as a component of accumulated other comprehensive income.
Our primary foreign currency exchange rate exposures are with the Euro, Japanese Yen, Swedish Krona, Canadian Dollar, British Pound Sterling and Australian Dollar, all relative to the U.S. Dollar. Foreign currency exchange rates have experienced significant movements recently and may continue to do so in the future. We currently do not enter into forward exchange contracts to hedge exposures denominated in foreign currencies and do not use derivative financial instruments for trading or speculative purposes. The effect of a 10% change in foreign currency exchange rates could have a material effect on our future operating results or cash flows, depending on which foreign currency exchange rates change and depending on the directional change (either a strengthening or weakening against the U.S. Dollar). As our foreign operations continue to grow, our exposure to foreign currency exchange rate risk may become more significant.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations during the periods presented. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could have a material adverse effect on our business, financial condition and results of operations.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (SEC’s) regulations, rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) or Rule 15d-15(b) promulgated by the SEC under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

36

Table of Contents

There has been no change in our internal control over financial reporting during the quarter ended September 27, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
On February 3, 2009, we filed a patent infringement suit in the U.S. District Court for the District of Delaware 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. On June 15, 2009, Philips answered our complaint and Philips Electronics North America Corporation filed antitrust and patent infringement counterclaims against us as well as counterclaims seeking declaratory judgments of invalidity of the patents asserted by us against Philips. On July 9, 2009, we filed our answer denying Philips’ counterclaims and asserting various defenses. We 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 us. 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. In addition, we asserted additional patents in 2012, and the Court ordered that these patents and some of the originally asserted patents be tried in a second phase. On May 23, 2014, Philips filed a motion for leave to amend its answer and counterclaims to allege inequitable conduct. The Court granted Philips’ motion for leave to amend. A jury trial commenced on September 15, 2014 with respect to two of our patents and one of Philips’ patents. On October 1, 2014, the jury determined that both of our patents were valid and that the damages amount for Philips’ infringement was $466,774,783. The jury also determined that we did not infringe the Philips patent. Philips has indicated that it intends to file post-trial motions and to appeal the jury verdict. The Court will hear oral arguments on the post-trial motions and will hold a bench trial on equitable issues in February 2015.The trial schedule for the patents in the second phase has not yet been set. We believe that we have good and substantial defenses to the antitrust and patent infringement claims asserted by Philips. There is no guarantee that we will prevail in this suit or receive any damages or other relief if we do prevail.
On December 21, 2012, we filed suit against Mindray DS USA, Inc. and Shenzhen Mindray Bio-Medical Electronics Co, Ltd. (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, Inc. was dismissed from the case based on venue. On June 3, 2013, Shenzhen Mindray answered our complaint and filed antitrust and related counterclaims against us, as well as counterclaims seeking declaratory judgments of invalidity and non-infringement of the patents asserted by us against Shenzhen Mindray. On June 24, 2013, we filed our answer denying Shenzhen Mindray’s counterclaims and asserting various defenses. On July 17, 2013, the Court granted Shenzhen Mindray’s motion to dismiss the patent claims without prejudice to allow us to amend the complaint to provide additional detail supporting Shenzhen Mindray’s direct and indirect infringement of our patents. On the same day, the Court denied Shenzhen Mindray’s motion to dismiss our non-patent claims. On August 5, 2013, we filed our first amended complaint. On August 21, 2013, Shenzhen Mindray answered our complaint and reasserted the counterclaims it asserted on June 3, 2013, as well as two additional counterclaims alleging patent infringement. On September 16, 2013, we filed our answer denying Shenzhen Mindray’s counterclaims and asserting various defenses. On October 31, 2013, the Court issued a scheduling order setting a trial date of November 4, 2014. On December 10, 2013, Shenzhen Mindray filed a second amended answer and counterclaims, including a new counterclaim for tortious interference. On January 2, 2014, we filed a motion for judgment on the pleadings as to Shenzhen Mindray’s antitrust counterclaims and inequitable conduct counterclaims and defenses. The Court granted judgment on the pleadings with leave to amend. On March 27, 2014, Shenzhen Mindray filed a third amended answer and counterclaims. On April 10, 2014, Shenzhen Mindray filed a fourth amended answer and counterclaims. On May 5, 2014, Shenzhen Mindray filed a partial motion for summary judgment of no patent infringement, which the Court denied on June 19, 2014. On May 19, 2014, Shenzhen Mindray filed a motion for judgment on the pleadings contending that Masimo International SARL (our subsidiary), not Masimo Corporation, has standing to assert its claims relating to breach of contract. We opposed this motion and filed a motion to add Masimo International SARL as a plaintiff. On June 26, 2014, the Court granted our motion and denied Shenzhen Mindray’s motion. The Court also vacated the case schedule. On July 7, 2014, we filed a Second Amended Complaint adding Masimo International SARL as a plaintiff. On August 18, 2014, the Court adopted our proposed case schedule, setting a new trial date of December 1, 2015. We believe that we have good and substantial defenses to the antitrust, patent infringement and other counterclaims asserted by Shenzhen Mindray. There is no guarantee that we will prevail in this suit or receive any damages or other relief if we do prevail.
On December 10, 2013, we filed suit against Mindray DS USA, Inc., Shenzhen Mindray and Mindray Medical International Ltd. in the Superior Court of New Jersey. The complaint alleges breach of contract and related claims. On January 17, 2014, Mindray DS USA, Inc. filed a notice of removal removing the case to the U.S. District Court for the District of New Jersey. On January 24, 2014, Mindray DS USA, Inc. filed a motion seeking to dismiss or stay the action in view of our action against Shenzhen Mindray in the Central District of California. That motion is pending before the Court and no order from the Court has issued. On February 17, 2014, we filed a motion to remand the action to the Superior Court of New Jersey, which is pending before the Court. On April 15, 2014, Mindray Medical International Ltd. filed a motion to dismiss based on lack of

38

Table of Contents

personal jurisdiction, challenging service of process, and alleging that we failed to state a claim, which is pending before the Court. On June 10, 2014, the Magistrate Judge issued a Report and Recommendation recommending that the action be remanded. On June 25, 2014, Mindray DS USA, Inc. filed objections to the Report and Recommendation. On July 9, 2014, we filed a response to Mindray DS USA, Inc.’s objections. On September 5, 2014, the Magistrate Judge issued a Supplemental Report and Recommendation, again recommending that the action be remanded. On September 19, 2014, Mindray DS USA, Inc. filed objections to the Magistrate’s Supplemental Report and Recommendation, and on October 3, 2014, we filed a response, both of which are pending before the Court. There is no guarantee that we will prevail in this suit or receive any damages or other relief if we do 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 certain of our directors and certain executive officers as defendants and us 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 our 2007 Stock Incentive Plan and related policies. The lawsuit seeks unspecified money damages on our 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. On October 14, 2014, we filed motions for summary judgment, which are currently pending before the Court. The plaintiff filed a motion for summary judgment on October 15, 2014, which is also currently pending before the Court. Although the outcome of this case cannot be determined, we do not expect it to have a material financial impact on our results of operations.
In April 2011, we were informed by the United States Attorney’s Office for the Central District of California, Civil Division, that a qui tam complaint had been filed against us in the U.S. District Court for the Central District of California by three of our former physician office sales representatives. The qui tam complaint alleged, among other things, that our noninvasive hemoglobin products failed to meet their accuracy specifications, and that we misled the FDA and customers regarding the accuracy of the products. In November 2011, the United States declined to intervene in the case, and in October 2013, the District Court granted summary judgment in our favor. The former sales representatives have appealed the District Court’s decision.
In September 2011, two of the same former sales representatives filed employment-related claims against us in arbitration also stemming from their allegations regarding our noninvasive hemoglobin products. On January 16, 2014, we were notified that the arbitrator awarded the plaintiffs approximately $5.4 million in damages. We challenged the arbitration award in the U.S. District Court for the Central District of California, and on April 3, 2014, the District Court vacated the award. The former sales representatives have appealed the District Court’s decision. We are unable to predict the final outcome of the qui tam and employment matters. A reversal of the District Court’s decision in either matter could have a material adverse effect on our financial condition and results of operations.
In the third quarter of 2013, we were notified that the FDA and the United States Attorney’s Office for the Central District of California, Criminal Division, are investigating the allegations regarding our noninvasive hemoglobin products. In the second quarter of 2014, we received grand jury subpoenas requesting documents pertaining to, among other things, the testing, marketing and sales of our Pronto® and Pronto-7® products. We and several of our executives, including our CEO, have signed agreements tolling the statute of limitations as to any charges that may be brought. We are fully cooperating with the investigation but cannot predict its outcome.
On January 2, 2014, a putative class action complaint was filed against us in the U.S. District Court for the Central District of California by Physicians Healthsource, Inc. The complaint alleges that we sent unsolicited facsimile advertisements in violation of the Junk Fax Protection Act of 2005 and related regulations. The complaint seeks $500 for each alleged violation, treble damages if the court finds the alleged violations to be knowing, plus interest, costs and injunctive relief. On April 14, 2014, we filed a motion to stay the case pending a decision on a related petition filed by us with the Federal Communications Commission (FCC). On May 22, 2014, the District Court granted the motion and stayed the case pending a ruling by the FCC on the petition. We believe we have good and substantial defenses to the claims, but there is no guarantee that we will prevail.
On January 31, 2014, an amended putative class action complaint was filed against us in the U.S. District Court for the Northern District of Alabama by and on behalf of two participants in the Surfactant, Positive Pressure, and Oxygenation Randomized Trial at the University of Alabama. On April 21, 2014, a further amended complaint was filed adding a third participant. The complaint alleges product liability and negligence claims in connection with pulse oximeters that we modified and provided at the request of study investigators for use in the trial. A previous version of the complaint also alleged a wrongful death claim, which the court dismissed on January 22, 2014. The amended complaint seeks unspecified damages, costs, interest, attorney fees and injunctive and other relief. We believe we have good and substantial defenses to the remaining claims, but there is no guarantee that we will prevail.

39

Table of Contents

From time to time, we are involved in legal proceedings and investigations in the normal course of business. Other than the proceedings described above, we believe that currently we are not a party to any legal proceedings which, individually or in the aggregate, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Item 1A. Risk Factors
Before you decide to invest or maintain an interest in our common stock, you should consider carefully the risks described below, which have been updated since the filing of our Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 14, 2014, together with the other information contained in this Quarterly Report on Form 10-Q, and any recent Current Reports on Form 8-K. We believe the risks described below are the risks that are material to us as of the date of this Quarterly Report on Form 10-Q. Other risks and uncertainties, including those not presently known to us or that we do not currently consider material, may also impair our business operations. If any of the following risks comes to fruition, our business, financial condition, results of operations and growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you could lose all or part of your investment or interest.
We have marked with an asterisk (*) those risk factors below that include a substantive change from or an update to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 14, 2014.
Risks Related to Our Revenues
We currently derive substantially all of our revenue from our Masimo SET® platform, Masimo rainbow® SET platform and related products. If this technology and the related products do not continue to achieve market acceptance, our business, financial condition and results of operations would be adversely affected.
We are dependent upon the success and market acceptance of our proprietary Masimo SET® technology. Currently, our primary product offerings are based on the Masimo SET® platform. Continued market acceptance of products incorporating Masimo SET® will depend upon our ability to continue to provide evidence to the medical community that our products are cost-effective and offer significantly improved performance compared to conventional pulse oximeters. Health care providers that currently have significant investments in competitive pulse oximetry products may be reluctant to purchase our products. If hospitals and other health care providers do not believe our Masimo SET® platform is cost-effective, safe or more accurate or reliable than competitive pulse oximetry products, they may not buy our products in sufficient quantities to enable us to be profitable. In addition, allegations regarding the safety and effectiveness of our products, whether or not substantiated, may impair or impede the acceptance of our products. If we are unable to achieve additional market acceptance of our core technology or products incorporating Masimo SET®, we will not generate significant revenue growth from the sale of our products.
Some of our products, including those based on licensed rainbow® technology, are in development or have been recently introduced into the market and may not achieve market acceptance, which could limit our growth and adversely affect our business, financial condition and results of operations.
Products that we have recently introduced into the market, including, but not limited to, those based on rainbow® technology, a technology that we license, may not be accepted in the market. If our products do not gain market acceptance or if our customers prefer our competitors’ products, our potential growth would be limited, which would adversely affect our business, financial condition and results of operations.
Given that certain rainbow® technology products are relatively new to the marketplace, we do not know to what degree the market will accept these products, if at all. Even if our customers recognize the benefits of our products, we cannot assure you that our customers will purchase them in quantities sufficient for us to be profitable or successful. We will need to invest in significant sales and marketing resources to achieve market acceptance of these products with no assurance of success. The degree of market acceptance of these products will depend on a number of factors, including:
perceived advantages of our products and their sales prices;
perceived safety and effectiveness of our products;
reimbursement available through Centers for Medicare and Medicaid Services (CMS) programs for using our products; and
introduction and acceptance of competing products or technologies.

40

Table of Contents

In general, our recent noninvasive measurement technologies are considered disruptive. These recent technologies have performance levels that we believe are acceptable for many clinical environments but may be insufficient in others. In addition, these technologies may perform better in some patients and settings than others. Over time, we hope to continue to improve the performance of these technologies and, if we do, we expect them to become more useful in more environments and to become more widely adopted. While this is the adoption pattern experienced historically with other new noninvasive measurements, such as oxygen saturation, we are unable to guarantee that such adoption pattern will apply to our recent and future technologies.
Our ability to commercialize new products, new or improved technologies and additional applications for Masimo SET® and our licensed rainbow® technology are each limited to certain markets by our Cross-Licensing Agreement with Cercacor Laboratories, Inc. (Cercacor), which may impair our growth and adversely affect our financial condition and results of operations.
In May 1998, we spun off a newly-formed entity, Cercacor, and provided it rights to use Masimo SET® to commercialize non-vital signs monitoring applications, while we retained the rights to Masimo SET® to commercialize vital signs monitoring applications. On May 2, 1998, we entered into a cross-licensing agreement with Cercacor, which has been amended several times, most recently in an Amended and Restated Cross-Licensing Agreement, effective January 1, 2007 (the Cross-Licensing Agreement). Under the Cross-Licensing Agreement, we granted Cercacor:
an exclusive, perpetual and worldwide license, with sublicense rights, to use all Masimo SET® owned by us, including all improvements on this technology, for the monitoring of non-vital signs parameters and to develop and sell devices incorporating Masimo SET® for monitoring non-vital signs parameters in any product market in which a product is intended to be used by a patient or pharmacist rather than by a professional medical caregiver, which we refer to as the Cercacor Market; and
a non-exclusive, perpetual and worldwide license, with sublicense rights, to use all Masimo SET® for measurement of vital signs in the Cercacor Market.
Non-vital sign measurements consist of body fluid constituents other than vital sign measurements, including, but not limited to, carbon monoxide, methemoglobin, blood glucose, hemoglobin and bilirubin. Under the Cross-Licensing Agreement, we are only permitted to sell devices utilizing Masimo SET® for the monitoring of non-vital signs parameters in markets where the product is intended to be used by a professional medical caregiver, including, but not limited to, hospital caregivers and alternate care facility caregivers, rather than by a patient or pharmacist, which we refer to as the Masimo Market. Accordingly, our ability to commercialize new products, new or improved technologies and additional applications for Masimo SET® is limited. In particular, our inability to expand beyond the Masimo Market may impair our growth and adversely affect our financial condition and results of operations.
Pursuant to the Cross-Licensing Agreement, we have licensed from Cercacor the right to make and distribute products in the Masimo Market that utilize rainbow® technology for certain non-invasive measurements. As a result, the opportunity to expand the market for our products incorporating rainbow® technology is also limited, which could limit our ability to maintain or increase our revenue and impair our growth.
We face competition from other companies, many of which have substantially greater resources than we do. If we do not successfully develop and commercialize enhanced or new products that remain competitive with products or alternative technologies developed by others, we could lose revenue opportunities and customers, and our ability to grow our business would be impaired.
A number of our competitors have substantially greater capital resources, larger customer bases and larger sales forces, have established stronger reputations with target customers, and have built relationships with Group Purchasing Organizations (GPOs) that are more effective than ours. We face substantial competition from companies developing products that compete with our Masimo SET® platform for use with third-party monitoring systems. We also face competition from companies currently marketing pulse oximetry monitors.
The medical device industry is characterized by rapid product development and technological advances, which places our products at risk of obsolescence. Our long-term success depends upon the development and successful commercialization of new products, new or improved technologies and additional applications for Masimo SET® and licensed rainbow® technology. The research and development process is time-consuming and costly and may not result in products or applications that we can successfully commercialize. In particular, we may not be able to successfully commercialize our products for applications other than arterial blood oxygen saturation and pulse rate monitoring, including respiration rate, hemoglobin, carboxyhemoglobin and methemoglobin monitoring. If we do not successfully adapt our products and applications both within and outside these measurements, we could lose revenue opportunities and customers. Furthermore, one or more of our competitors may develop products that are substantially equivalent to our U.S. Food and Drug Administration (FDA) cleared products, or those of our

41

Table of Contents

original equipment manufacturer (OEM) partners, whereby they may be able to use our products or those of our OEM partners as predicate devices to more quickly obtain FDA clearance of their competing products. Competition could result in reductions in the price of our products, fewer orders for our products, a reduction of our gross margins and a loss of our market share.
We depend on our domestic and international OEM partners for a portion of our revenue. If they do not devote sufficient resources to the promotion of products that use Masimo SET® and licensed rainbow® technology, our business would be harmed.
We are, and will continue to be, dependent upon our domestic and international OEM partners for a portion of our revenue through their marketing, selling and distribution of certain of their products that incorporate Masimo SET® and licensed rainbow® technology. Although we expect that our OEM partners will accept and actively market, sell and distribute products that incorporate licensed rainbow® technology, they may not elect, and they have no contractual obligation, to do so. Because products that incorporate our technologies may represent a relatively small percentage of business for some of our OEM partners, they may have less incentive to promote these products rather than other products that do not incorporate these technologies. In addition, some of our OEM partners offer products that compete with ours. Therefore, we cannot guarantee that our OEM partners, or any company that might acquire any of our OEM partners, will vigorously promote products incorporating Masimo SET® and licensed rainbow® technology. The failure of our OEM partners to successfully market, sell or distribute products incorporating these technologies, the termination of OEM agreements, the loss of OEM partners or the inability to enter into future OEM partnership agreements would have a material adverse effect on our business, financial condition and results of operations.
*If we fail to maintain or develop relationships with GPOs, sales of our products would decline.
Our ability to sell our products to U.S. hospitals depends, in part, on our relationships with GPOs. Many existing and potential customers for our products become members of GPOs. GPOs negotiate beneficial pricing arrangements and contracts, which are sometimes exclusive, with medical supply manufacturers and distributors.
These negotiated prices are made available to a GPO’s affiliated hospitals and other members. If we are not one of the providers selected by a GPO, the GPO’s affiliated hospitals and other members may be less likely or unlikely to purchase our products. If a GPO has negotiated a strict sole source, market share compliance or bundling contract for another manufacturer’s products, we may be prohibited from making sales to members of the GPO for the duration of such contractual arrangement. For the nine months ended September 27, 2014 and the year ended December 28, 2013, shipments of our pulse oximetry products to customers that are members of GPOs represented approximately $228.9 million and $287.9 million, respectively, of our revenue from sales to U.S. hospitals. Our failure to renew our contracts with GPOs may cause us to lose market share and could have a material adverse effect on our sales, financial condition and results of operations. In addition, if we are unable to develop new relationships with GPOs, our competitive position would likely suffer and our business would be harmed.
We have learned that certain GPOs are creating, coordinating and facilitating regional purchasing coalition (RPC) supply chain networks that include anti-competitive practices such as sole sourcing and bundling. These RPCs circumvent, and potentially violate, rules of conduct for GPOs and have the effect of reducing product purchasing decisions available to the hospitals that belong to these regional organizations. If the GPOs and RPCs are permitted to continue practices that limit, reduce or eliminate competition, we could lose customers who are no longer able to choose or purchase our products, resulting in lower market share and an adverse effect on our sales, financial condition and results of operations.
Inadequate levels of coverage or reimbursement from governmental or other third-party payers for our products, or for procedures using our products, may cause our revenue to decline.
Sales of our products depend in part on the reimbursement and coverage policies of governmental and private health care payers. The ability of our health care provider customers, including hospitals, to obtain adequate coverage and reimbursement for our products, or for the procedures in which our products are used, may impact our customers’ purchasing decisions. Therefore, our customers’ inability to obtain adequate coverage and reimbursement for our products would have a material adverse effect on our business.
Third-party payers have adopted, and are continuing to adopt, health care policies intended to curb rising health care costs. These policies include, among others:
controls on reimbursement for health care services and price controls on medical products and services;
limitations on coverage and reimbursement for new medical technologies and procedures; and
the introduction of managed care and prospective payment systems in which health care providers contract to provide comprehensive health care for a fixed reimbursement amount per person or per procedure.

42

Table of Contents

We cannot guarantee a governmental or third-party payer will reimburse, or continue to reimburse, a customer for the cost of our products. Some payers have indicated that they are not willing to reimburse for certain of our products or for the procedures in which our products are used. For example, some insurance carriers have issued policies denying coverage for transcutaneous hemoglobin measurement on the grounds that the technology is investigational in the outpatient setting. Other payers are continuing to investigate our products to determine if they will provide reimbursement to our customers. We are working with these payers to obtain reimbursement, but may not be successful. These trends could lead to pressure to reduce prices for our current products and product candidates and could cause a decrease in the size of the market or a potential increase in competition that could have a material adverse effect on our business, financial condition and results of operations.
*Our customers may reduce, delay or cancel purchases due to a variety of factors, such as lower hospital census levels or third-party guidelines, or may require that we reduce the price of our products, which could adversely affect our business, financial condition and results of operations.
Our customers are facing growing levels of uncertainties, such as lower overall hospital census for paying patients and the impact of that lower census on hospital budgets. In addition, there are specific portions of our business, such as our OEM customers, that, due to their capital equipment sales model, could be impacted by the ongoing economic uncertainties and the resulting constraints on hospital budgets. These hospital budget constraints could cause our OEMs more difficulty in selling their large, relatively high priced multiparameter devices which, in turn, could reduce our board sales to our OEM customers. In addition, certain of our products, including our rainbow® measurements such as carbon monoxide, methemoglobin and hemoglobin, that are sold with upfront license fees and more complex and expensive sensors, could also be impacted by hospital budget reductions.
In addition, states and other local regulatory authorities may issue guidelines regarding the appropriate scope and use of our products from time to time. For example, our SpCO® monitoring devices may be subject to authorization by individual states as part of Emergency Medical Services (EMS) scope of practice procedures. The State of California recently categorized SpCO® as a laboratory test and therefore outside the scope of practice for EMS providers. Although a lack of inclusion into scope of practice procedures does not prohibit usage, it may limit adoption.
Additionally, as a result of the continued consolidation in the health care industry, we may experience decreasing prices for our products due to the potential increased market pricing power of our health care provider customers. If these and other competitive forces drive down the price for our products, and we are not able to counter that pressure with cost reductions to our existing products or the introduction of new higher priced products, our product gross profit margins will decline. This, in turn, could have a material adverse effect on our business, financial condition and results of operations.
*The loss of any large customer or distributor, or any cancellation or delay of a significant purchase by a large customer, could reduce our net sales and harm our operating results.
We have a concentration of OEM, distribution and direct customers. If for any reason we were to lose our ability to sell to a specific group or class of customers, or through a distributor, we could experience a significant reduction in revenue which would adversely impact our operating results. Also, we cannot provide any assurance that we will retain our current customers or groups of customers, or distributors, or that we will be able to attract and retain additional customers in the future. For the nine months ended September 27, 2014 and the year ended December 28, 2013, we had sales through two just-in-time distributors, which in total represented approximately 24.9% and 23.9% of our total revenue, respectively. The loss of any large customer or distributor could have a material adverse effect on our financial condition and results of operations.
*Imitation Masimo sensors and third-party medical device reprocessors that reprocess our single-patient-use sensors may harm our reputation. Also, these imitation and third-party reprocessed sensors, as well as genuine Masimo reprocessed sensors, are sold at lower prices than new Masimo sensors and could cause our revenue to decline, which may adversely affect our business, financial condition and results of operations.
We are aware that other organizations are manufacturing and selling imitation Masimo sensors. In addition, we are aware that certain medical device reprocessors have been collecting our used single-patient-use sensors from hospitals and then reprocessing, repackaging and reselling those sensors to hospitals. These imitation and third-party reprocessed sensors are sold at lower prices than new Masimo sensors. Our experience with both these imitation sensors and third-party reprocessed sensors is that they provide inferior performance, increased sensor utilization, reduced comfort and a number of monitoring problems. Notwithstanding these limitations, and despite our customers’ acknowledged preference for genuine Masimo single-patient-use adhesive sensors due to concerns relating to performance and risk of contamination, some of our customers have indicated a willingness to consider purchasing some of their sensor requirements from these imitation manufacturers and third-party reprocessors in an effort to reduce their overall operating costs. These imitation and reprocessed sensors have led and may continue to lead to confusion with our genuine Masimo products; have reduced and may continue to reduce our revenue; and in some cases, have harmed and may continue to harm our reputation if customers conclude incorrectly that these imitation or

43

Table of Contents

reprocessed sensors are original Masimo sensors. In addition, we have expended a significant amount of time and expense investigating issues caused by imitation and reprocessed sensors, troubleshooting problems stemming from such sensors, educating customers about why imitation and reprocessed sensors do not perform up to our performance level and to their expectations, enforcing our proprietary rights against the imitation manufacturers and reprocessors, and enforcing our contractual rights under our customer contracts.
In response to these imitation sensors and third-party reprocessors, we offer our own Masimo reprocessed sensors, which we test to ensure they function as well as our new sensors, to our customers. In addition, we have incorporated X-CalTM technology into certain products to ensure our customers get the performance they expect by using genuine Masimo sensors. We believe this technology will help ensure that hospitals, clinicians and, ultimately, their patients, receive true Masimo measurement quality and performance, and will curtail some of the harm to us that results when customers experience performance and other problems with imitation and reprocessed sensors. Reprocessed sensors sold by Masimo are generally offered at a lower price and, therefore, may reduce certain customer demand for our new sensors. As a result, increased sales of genuine Masimo reprocessed sensors may also have a material adverse effect on our business, financial condition and results of operations.
*From time to time we may carry out strategic initiatives that are not viewed favorably by our customers, which may reduce demand for our products.
We expect to continue to implement new technologies and take action to protect and enforce our contractual, intellectual property and other rights. For example, during fiscal 2013, we began to build a new worldwide blood management sales force, whose primary focus is working with hospitals to identify new opportunities for our noninvasive hemoglobin measurement, SpHb®. Although we believe implementing new technologies and taking these actions are, and will continue to be, in our best interest, in the best interest of our stockholders and in the best interest of patient care, there are no assurances that the market will perceive their benefits or that these actions will yield favorable results for us, which may result in reduced customer demand for our products, cause our revenue to decline and have a material adverse effect on our financial condition and results of operations.
*Covidien may seek to avoid paying any royalties to us, which would significantly reduce our royalty revenue and total revenues and adversely affect our business, financial condition and results of operations.
We are party to a settlement agreement with Covidien. Under the current settlement agreement, we earn royalties on Covidien’s total U.S. based pulse oximetry sales. For the nine months ended September 27, 2014 and the year ended December 28, 2013, our royalties from the Covidien settlement agreement totaled approximately $21.9 million and $29.8 million, respectively. Because these royalty payments do not carry any significant cost, they result in significant improvements to our reported gross profit, operating income levels and earnings per share. As a result, an elimination of royalties that we earn under the settlement agreement in the future will have a significant impact on our revenue, gross margins, operating income and earnings per share.
On January 28, 2011, we entered into a second amendment to the settlement agreement with Covidien. As part of this amendment, which became effective on March 15, 2011, Covidien agreed to pay us a royalty at a rate of 7.75% of its U.S. pulse oximetry revenue, as that term is defined in the January 28, 2011 second amendment. Pursuant to the second amendment, in exchange for this royalty payment, we provided Covidien with a covenant not to sue for its current pulse oximetry products, but not for any other technologies that Covidien may add. As of September 27, 2014, Covidien has the right to stop paying us royalties, subject to certain notice requirements, which, if exercised, would have a material adverse impact on our revenue, gross margins, operating income and earnings per share.
Risks Related to Our Intellectual Property
*If the patents we own or license, or our other intellectual property rights, do not adequately protect our technologies, we may lose market share to our competitors and be unable to operate our business profitably.
Our success depends significantly on our ability to protect our rights to the technologies used in our products, including Masimo SET® and licensed rainbow® technology. We rely on patent protection, trade secrets and a combination of copyright and trademark laws, as well as nondisclosure, confidentiality and other contractual arrangements, to protect our technology and rights. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or maintain any competitive advantage. In addition, we cannot be assured that any of our pending patent applications will result in the issuance of a patent to us. The U.S. Patent and Trademark Office (the PTO) may deny or require a significant narrowing of claims in our pending patent applications, and patents issued as a result of the pending patent applications, if any, may not provide us with significant commercial protection or be issued in a form that is advantageous to us. We could also incur substantial costs in proceedings before the PTO.

44

Table of Contents

On September 16, 2011, the Leahy-Smith America Invents Act (the Leahy-Smith Act), which includes a number of significant changes to U.S. patent law, was signed into law. The provisions of the Leahy-Smith Act include changes in the way patent applications will be prosecuted, including a transition to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention, and may also affect patent litigation. Under a “first-to-file” system, a third party that files a patent application with the PTO before us could be awarded a patent covering an invention of ours even if we made the invention before it was made by the third party. The PTO has developed new and untested regulations and procedures to govern the full implementation of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the “first-to-file” provisions, only became effective in March 2013. Additionally, the Leahy-Smith Act introduced procedures that may make it easier for third parties to challenge issued patents, as well as to intervene in the prosecution of patent applications, and, as a result, our issued patents, and those that may be issued or licensed in the future, may expire or be challenged, invalidated or circumvented, which could limit our ability to stop competitors from marketing related technologies. Finally, the Leahy-Smith Act contains new statutory provisions that still require the PTO to issue new regulations for their implementation, and it may take the courts years to interpret the provisions of the new statute. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on our business, the cost of prosecuting our licensed and future patent applications, our ability to obtain patents based on our licensed and future patent applications and our ability to enforce or defend our licensed or future issued patents. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our pending and future patent applications and the enforcement or defense of our issued and future patents, all of which could have a material adverse effect on our business, financial condition and results of operations.
Some of our patents related to our Masimo SET® algorithm technology began to expire in March 2011. Additionally, upon expiration of other issued or licensed patents, we may lose some of our rights to exclude competitors from making, using, selling or importing products using the technology based on the expired patents. While we seek to offset potential losses relating to important expiring patents by securing additional patents on commercially desirable improvements, there can be no assurance that we will be successful in securing such additional patents, or that such additional patents will adequately offset the effect of expiring patents. For example, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents once obtained. Depending on decisions by the U.S. Congress, the federal courts and the PTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we might obtain in the future. Additionally, there is no assurance that competitors will not be able to design around our patents.
We also rely on contractual rights with the third parties that license technology to us to protect our rights in such licensed technology. In addition, we rely on unpatented proprietary technology. We cannot assure you that we can meaningfully protect all of our rights in our unpatented proprietary technology or that others will not independently develop substantially equivalent proprietary products or processes or otherwise gain access to our unpatented proprietary technology.
We seek to protect our know-how and other unpatented proprietary technology with confidentiality agreements and intellectual property assignment agreements with our employees, OEM partners, independent distributors and consultants. However, such agreements may not be enforceable or may not provide meaningful protection for our proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements or in the event that our competitors discover or independently develop similar or identical designs or other proprietary information. In addition, we rely on the use of registered and common law trademarks with respect to the brand names of some of our products. Common law trademarks provide less protection than registered trademarks. Loss of rights in our trademarks could adversely affect our business, financial condition and results of operations.
Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. If we fail to apply for intellectual property protection or if we cannot adequately protect our intellectual property rights in these foreign countries, our competitors may be able to compete more effectively against us, which could adversely affect our competitive position, as well as our business, financial condition and results of operations.
If third parties claim that we infringe their intellectual property rights, we may incur liabilities and costs and may have to redesign or discontinue selling certain products.
Companies in the medical device industry have used intellectual property litigation to gain a competitive advantage in the marketplace. We face the risk of claims that we have infringed on third parties’ intellectual property rights. Searching for existing intellectual property rights may not reveal important intellectual property and our competitors may also have filed for patent protection, which is not publicly-available information, or claimed trademark rights that have not been revealed through our availability searches. In addition, many of our employees were previously employed at other medical device companies. We

45

Table of Contents

may be subject to claims that our employees have disclosed, or that we have used, trade secrets or other proprietary information of our employees’ former employers. Our efforts to identify and avoid infringing on third parties’ intellectual property rights may not always be successful. Any claims of patent or other intellectual property infringement against us, even those without merit, could:
increase the cost of our products;
be expensive and time consuming to defend;
result in us being required to pay significant damages to third parties;
force us to cease making or selling products that incorporate the challenged intellectual property;
require us to redesign, reengineer or rebrand our products, product candidates and technologies;
require us to enter into royalty or licensing agreements in order to obtain the right to use a third-party’s intellectual property on terms that may not be favorable or acceptable to us;
require us to indemnify third parties pursuant to contracts in which we have agreed to provide indemnification for intellectual property infringement claims;
divert the attention of our management and other key employees;
result in our customers or potential customers deferring or limiting their purchase or use of the affected products impacted by the claims until the claims are resolved; and
otherwise have a material adverse effect on our business, financial condition and results of operations.
In addition, new patents obtained by our competitors could threaten the continued commercialization of our products in the market even after they have already been introduced. Philips Electronics North America Corporation and Shenzhen Mindray Bio-Medical Electronics Co., Ltd. have each filed antitrust and patent infringement counterclaims against us, as further explained in Part II, Item 1 of this Quarterly Report on Form 10-Q.
*We believe competitors may currently be violating and may in the future violate our intellectual property rights, and we may bring additional litigation to protect and enforce our intellectual property rights, which may result in substantial expense and may divert our attention from implementing our business strategy.
We believe that the success of our business depends, in significant part, on obtaining patent protection for our products and technologies, defending our patents and preserving our trade secrets. We were previously involved in significant litigation to protect our patent position and may be required to engage in further litigation. In 2006, we settled a costly, six-year lawsuit against Mallinckrodt, Inc., part of Tyco Healthcare (currently Covidien Ltd.), and one of its subsidiaries, Nellcor Puritan Bennett, Inc., in which we claimed that Covidien was infringing some of our pulse oximetry signal processing patents.
In February 2009, we filed a patent infringement suit against Philips Electronics North America Corporation and Philips Medizin Systeme Böblingen GmbH related to Philips’ FAST pulse oximetry technology and certain of Philips’ patient monitors. In December 2012 and December 2013, we filed patent infringement and breach of contract suits against Mindray DS USA, Inc., Shenzhen Mindray Bio-Medical Electronics Co, Ltd., and Mindray Medical International Ltd. These suits are described in Part II, Item 1 of this Quarterly Report on Form 10-Q, and Note 12 to the condensed consolidated financial statements. Both Philips and Mindray are OEM partners of ours. There is no guarantee that we will prevail in these suits or receive any damages or other relief if we do prevail.
Our ongoing and future litigation could result in significant additional costs and further divert the attention of our management and key personnel from our business operations and the implementation of our business strategy and may not be adequate to protect our intellectual property rights.
Risks Related to Our Regulatory Environment
*Our failure to obtain and maintain FDA clearances or approvals on a timely basis, or at all, would prevent us from commercializing our current or upgraded products in the United States, which could severely harm our business.
Each medical device that we wish to market in the U.S. generally must first receive 510(k) clearance from the FDA pursuant to the Federal Food, Drug, and Cosmetic Act by filing a 510(k) pre-market notification, receive clearance through the de novo review process, or obtain pre-market approval by submitting a pre-market approval (PMA) application. Even if regulatory clearance or approval of a product is granted, the clearance or approval may be subject to limitations on the indicated uses for which the product may be marketed. We cannot guarantee that the FDA will grant 510(k) clearance on a timely basis, if at all, for new products or uses that we propose for Masimo SET® or licensed rainbow® technology. The FDA’s 510(k) clearance

46

Table of Contents

process of our products and uses has historically taken approximately four to six months. However, over the past two years, we have experienced a significantly longer 510(k) clearance review process. Our more recent experience and interactions with the FDA, along with information we have received from other medical device manufacturers, suggests that, in some cases, the FDA is requiring applicants to provide much more or different information and data for 510(k) clearance than it had previously; and that the FDA may not rely on approaches that it had previously accepted to support 510(k) clearance, thereby leading to more review cycles or possibly not substantially equivalent decisions. As a result, we have experienced lengthier FDA 510(k) review periods over the past two years, which has delayed the 510(k) clearance process for our products and uses over this period compared to prior periods.
In connection with our most recent FDA 510(k) filing for certain improvements to our Pronto-7® product, the FDA expressed concerns and requested additional information regarding the methods we used to validate the SpHb® parameter. We responded to the FDA’s request for additional information on March 25, 2014. The FDA responded that the remaining issues would not likely be resolved in the time remaining, so we voluntarily withdrew the application on March 31, 2014. We have since had further discussions with the FDA and believe we have a better understanding of the FDA’s expectations on validation methodologies for future 510(k) filings for Pronto-7®. We intend to work with the FDA to address whatever remaining concerns the agency has, but we cannot be sure we will be able to resolve those concerns.
To date, the FDA has regulated pulse oximeters incorporating Masimo SET® and licensed rainbow® technology, and our sensors, cables and other products incorporating Masimo SET® and licensed rainbow® technology for pulse oximetry under the 510(k) process. Although 510(k) clearances have been obtained for all of our current products, if substantial safety or effectiveness problems develop with our devices, we would need to recall our devices. Furthermore, our new products or significantly modified marketed products could be denied 510(k) clearance and be required to undergo the more burdensome PMA process. The process of obtaining PMA is much more costly, lengthy and uncertain than the process for obtaining 510(k) clearance and generally takes one to three years, but may be longer.
The failure of our OEM partners to obtain required FDA clearances or approvals for products that incorporate our technologies could have a negative impact on our revenue.
Our OEM partners are required to obtain their own FDA clearances for products incorporating Masimo SET® and licensed rainbow® technology to market these products in the U.S. We cannot guarantee that the FDA clearances we have obtained will make it easier for our OEM partners to obtain clearances of products incorporating these technologies, or that the FDA will ever grant clearances on a timely basis, if at all, for any future product incorporating Masimo SET® and licensed rainbow® technology that our OEM partners propose to market.
*If we or our suppliers fail to comply with ongoing regulatory requirements, or if we experience unanticipated problems with our products, these products could be subject to restrictions or withdrawal from the market.
Our products, along with the manufacturing processes, labeling and promotional activities for such products, are subject to continual review and periodic inspections by the FDA and other regulatory bodies. Among other requirements, we and our suppliers are required to comply with the FDA’s Quality System Regulation (the QSR), which covers the methods and documentation of the design, control testing, production, component suppliers control, quality assurance, complaint handling, labeling control, packaging, storage and shipping of our products. The FDA enforces the QSR through announced and unannounced inspections. We are also subject to similar state requirements and licenses.
The FDA inspected our facility in Irvine, California in 2013 and issued an FDA Form 483 listing observations the investigator believed may constitute violations of statutes or regulations administered by the FDA, including observations relating to complaint handling, medical device reporting and corrective and preventative action (CAPA) procedures. The FDA also inspected our facility in Mexicali, Mexico in 2014 and issued a Form 483 listing observations relating to our CAPA procedures, documentation practices associated with our device history records and procedures for employee training. We submitted responses to both Form 483s. In August 2014, we received from the FDA a final inspection report closing out the Mexicali inspection, and a warning letter (the Warning Letter) related to the Irvine inspection. We submitted a response (Response Letter) to the Warning Letter on September 5, 2014 and held a regulatory meeting with the FDA on September 19, 2014. At the meeting, in addition to discussing our Response Letter, the FDA raised issues beyond the scope of the Warning Letter in the areas of Good Manufacturing Practices/quality, bioresearch monitoring and labeling/promotion. We have been in communications with the FDA since the meeting and are working to resolve the issues raised by the FDA. We do not know what further actions, if any, the FDA will take in connection with these issues.
Failure by us or one of our suppliers to comply with statutes and regulations administered by the FDA and other regulatory bodies or failure to adequately respond to any FDA Form 483 observations could result in, among other things, any of the following actions:

47

Table of Contents

warning letters or untitled letters issued by the FDA;
fines, civil penalties, in rem forfeiture proceedings, injunctions and criminal prosecution;
import alerts;
unanticipated expenditures to address or defend such actions;
delays in clearing or approving, or refusal to clear or approve, our products;
withdrawal or suspension of clearance or approval of our products or those of our third-party suppliers by the FDA or other regulatory bodies;
product recall or seizure;
orders for physician notification or device repair, replacement or refund;
interruption of production or inability to export to certain foreign countries; and
operating restrictions.
If any of these actions were to occur, it would harm our reputation and adversely affect our business, financial condition and results of operations.
Failure to obtain regulatory approval in foreign jurisdictions will prevent us from marketing our products abroad.
We currently market and intend to continue to market our products internationally. Outside of the U.S., we can market a product only if we receive a marketing authorization and, in some cases, pricing approval, from the appropriate regulatory authorities. The regulatory registration/licensing process v