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Summary of Significant Accounting Policies and Select Balance Sheet Information (Policies) | 12 Months Ended
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Sep. 30, 2012
Description and Summary of Significant Accounting Policies and Select Balance Sheet Information [Abstract] |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of financial instruments with original maturities of three months or less and are stated at cost which approximates fair value.
Investments | Investments Investments consist principally of U.S. government and government agency obligations, mortgage-backed securities and corporate and municipal debt securities and are classified as available-for-sale or held-to-maturity at September 30, 2012 and 2011. Available-for-sale securities are reported at fair value with unrealized gains and losses, net of tax, excluded from operations and reported as a separate component of stockholders’ equity, except for other-than-temporary impairments, which are reported as a charge to current operations. A loss would be recognized when there is an other-than-temporary impairment in the fair value of any individual security classified as available-for-sale, with the associated net unrealized loss reclassified out of accumulated other comprehensive income with a corresponding adjustment to other income (loss). This adjustment results in a new cost basis for the investment. Investments for which management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. When an other-than-temporary impairment in the fair value of any individual security classified as held-to-maturity occurs, the Company writes down the security to fair value with a corresponding adjustment to other income (loss). Interest on debt securities, including amortization of premiums and accretion of discounts, is included in other income (loss). Realized gains and losses from the sales of debt securities, which are included in other income (loss), are determined using the specific identification method. The original cost, unrealized holding gains and losses, and fair value of available-for-sale securities as of September 30 were as follows (in thousands):
|  | 2012 |
|  | Original Cost |  |  | Unrealized Gains |  |  | Unrealized Losses |  |  | Fair Value |
U.S. government and government agency obligations |  | $ | 28,641 |  |  | $ | 213 |  |  | $ | — |  |  | $ | 28,854 |
Mortgage-backed securities |  |  | 2,896 |  |  |  | 129 |  |  |  | (26 | ) |  |  | 2,999 |
Municipal bonds |  |  | 3,178 |  |  |  | 35 |  |  |  | — |  |  |  | 3,213 |
Asset-backed securities |  |  | 613 |  |  |  | — |  |  |  | (15 | ) |  |  | 598 |
Corporate bonds |  |  | 6,858 |  |  |  | 28 |  |  |  | — |  |  |  | 6,886 |
Total |  | $ | 42,186 |  |  | $ | 405 |  |  | $ | (41 | ) |  | $ | 42,550 |
|  | 2011 |
|  | Original Cost |  |  | Unrealized Gains |  |  | Unrealized Losses |  |  | Fair Value |
U.S. government and government agency obligations |  | $ | 30,433 |  |  | $ | 176 |  |  | $ | (6 | ) |  | $ | 30,603 |
Mortgage-backed securities |  |  | 3,871 |  |  |  | 131 |  |  |  | (54 | ) |  |  | 3,948 |
Municipal bonds |  |  | 3,561 |  |  |  | 53 |  |  |  | — |  |  |  | 3,614 |
Asset-backed securities |  |  | 1,336 |  |  |  | 1 |  |  |  | (49 | ) |  |  | 1,288 |
Corporate bonds |  |  | 2,474 |  |  |  | 32 |  |  |  | (9 | ) |  |  | 2,497 |
Total |  | $ | 41,675 |  |  | $ | 393 |  |  | $ | (118 | ) |  | $ | 41,950 |
As of September 30, 2012, the Company concluded that the unrealized losses related to the available-for-sale securities shown above were not other-than-temporary as the Company does not have the intent to sell, nor is it more likely than not that the Company will be required to sell, before recovery of their amortized cost. The original cost and fair value of investments by contractual maturity at September 30, 2012 were as follows (in thousands):
|  | Amortized Cost |  |  | Fair Value |
Debt securities due within: |  |  |  |  |  |  |  |
One year |  | $ | 14,093 |  |  | $ | 14,117 |
One to five years |  |  | 23,903 |  |  |  | 24,149 |
Five years or more |  |  | 4,190 |  |  |  | 4,284 |
Total |  | $ | 42,186 |  |  | $ | 42,550 |
The following table summarizes sales of available-for-sale securities for the years ended September 30, 2012, 2011 and 2010 (in thousands):
|  | 2012 |  |  | 2011 |  |  | 2010 |
Proceeds from sales |  | $ | 43,556 |  |  | $ | 50,364 |  |  | $ | 23,986 |
Gross realized gains |  | $ | 229 |  |  | $ | 384 |  |  | $ | 302 |
Gross realized losses |  | $ | (1 | ) |  | $ | (4 | ) |  | $ | (3 | )
During the second quarter of fiscal 2012, all remaining held-to-maturity debt securities matured. Therefore, there were no held-to-maturity debt securities at September 30, 2012. At September 30, 2011, the amortized cost and fair market value of held-to-maturity debt securities were $3.0 million and $3.1 million, respectively.
Inventories | Inventories Inventories are principally stated at the lower of cost or market using the specific identification method and include direct labor, materials and overhead. Inventories consisted of the following as of September 30 (in thousands):
|  | 2012 |  |  | 2011 |
Raw materials |  | $ | 1,479 |  |  | $ | 1,218 |
Finished products |  |  | 2,045 |  |  |  | 1,963 |
Total |  | $ | 3,524 |  |  | $ | 3,181 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less any impairment, and are depreciated using the straight-line method over the estimated useful lives of the assets. The Company recorded depreciation expense of $2.2 million, $2.4 million and $2.8 million for the years ended September 30, 2012, 2011 and 2010, respectively. The September 30, 2012 and 2011 balances in construction-in-progress include the cost of enhancing the capabilities of the Company’s Eden Prairie, Minnesota facility. As assets are placed in service, construction-in-progress is transferred to the specific property and equipment categories and depreciated over the estimated useful lives of the assets. In fiscal 2010, the Company recognized an $0.8 million asset impairment charge associated with certain long-lived assets included in Laboratory fixtures and equipment where no ongoing business was expected in the foreseeable future based on market conditions. The Company also recognized a $0.4 million asset impairment charge associated with prototypes and other equipment related to a development project for which no ongoing business was expected in the foreseeable future in light of market conditions. In addition, the Company recorded a $1.3 million asset impairment charge associated with certain fixed asset costs located in Minnesota that were included in Construction-in-progress during fiscal 2010. Property and equipment consisted of the following components as of September 30 (in thousands):
|  | Useful Life |  |  | 2012 |  |  | 2011 |
|  | (In years) |  |  |  |  |  |  |
Land |  |  |  |  |  | $ | 4,359 |  |  | $ | 4,359 |
Laboratory fixtures and equipment |  |  | 3 to 10 |  |  |  | 13,004 |  |  |  | 13,236 |
Buildings and improvements |  |  | 3 to 20 |  |  |  | 14,702 |  |  |  | 14,655 |
Office furniture and equipment |  |  | 3 to 10 |  |  |  | 3,370 |  |  |  | 3,222 |
Construction-in-progress |  |  |  |  |  |  | 848 |  |  |  | 237 |
Less accumulated depreciation |  |  |  |  |  |  | (22,673 | ) |  |  | (21,123 | )
Property and equipment, net |  |  |  |  |  | $ | 13,610 |  |  | $ | 14,586 |
Other Assets | Other Assets Other assets consisted principally of strategic investments as of September 30 as follows (in thousands):
|  | 2012 |  |  | 2011 |
Investment in OctoPlus N.V. |  | $ | 718 |  |  | $ | 1,190 |
Investment in Nexeon MedSystems, Inc. |  |  | 285 |  |  |  | 285 |
Investment in ThermopeutiX, Inc. |  |  | 1,185 |  |  |  | 1,185 |
Investment in ViaCyte, Inc. |  |  | 559 |  |  |  | 559 |
Other |  |  | 84 |  |  |  | 84 |
Other assets, net |  | $ | 2,831 |  |  | $ | 3,303 |
In January 2005, the Company made an initial equity investment of approximately $3.9 million in OctoPlus, a company based in the Netherlands active in the development of pharmaceutical formulations incorporating novel biodegradable polymers. Subsequent investments brought the Company’s total investment to $6.0 million. In October 2006, OctoPlus common stock began trading on the Euronext Amsterdam Stock Exchange following an initial public offering of its common stock. With a readily determinable fair market value, the Company now treats the investment in OctoPlus as an available-for-sale investment rather than a cost method investment. Available-for-sale investments are reported at fair value with unrealized gains and losses reported as a separate component of stockholders’ equity, except for other-than-temporary impairments, which are reported as a charge to current operations, recorded in the other income (loss) section of the consolidated statements of operations, and resulting in a new cost basis for the investment. As of September 30, 2012, the investment in OctoPlus represented an ownership interest of less than 10%. In the second quarter of fiscal 2012, the Company recognized an impairment loss on the investment totaling $0.8 million based on a significant decline in the stock price of OctoPlus and length of time the stock price had been trading below the previous cost basis of $1.7 million. The Company recorded no realized gain or loss related to this investment in fiscal 2011 or 2010. Subsequent to the recognized impairment loss in the second quarter of fiscal 2012, the Company recorded in comprehensive income an unrealized loss of $0.2 million in the second half of fiscal 2012. The Company also recorded in comprehensive income (loss) an unrealized loss of $0.5 million and an unrealized gain of $0.9 million in fiscal 2011 and 2010, respectively, related to the OctoPlus investment. The Company recognized an impairment loss on the investment totaling $4.3 million in fiscal 2008 based on a significant decline in the stock price of OctoPlus as a result of market conditions. The cost basis in OctoPlus is $0.9 million after consideration of the fiscal 2012 and 2008 impairments. As noted in Note 1 under “Subsequent Events”, in October 2012 OctoPlus received a tender offer from Dr. Reddy’s. The Company expects to record a gain of approximately $0.1 million on the sale of this investment in the second quarter of fiscal 2013 pending final completion of the tender offer. Beginning in May 2005, the Company has invested $1.2 million in ThermopeutiX, Inc. (“ThermopeutiX”), a California-based early stage company developing novel medical devices for the treatment of vascular and neurovascular diseases. In addition to the investment, SurModics has licensed its hydrophilic and hemocompatible coating technologies to ThermopeutiX for use with its devices. The Company’s investment in ThermopeutiX, which is accounted for under the cost method, represents an ownership interest of less than 20%. The Company does not exert significant influence over ThermopeutiX’s operating or financial activities. The Company has invested a total of $5.2 million in ViaCyte, Inc. (“ViaCyte”), formerly Novocell, Inc., a privately-held California-based biotechnology firm that is developing a unique treatment for diabetes using coated islet cells, the cells that produce insulin in the human body. In fiscal 2006, the Company determined that its investment in ViaCyte was impaired and that the impairment was other than temporary. Accordingly, the Company recorded an impairment loss of $4.7 million. The balance of the investment of $0.6 million, which is accounted for under the cost method, represents less than a 5% ownership interest. The Company does not exert significant influence over ViaCyte’s operating or financial activities. In July 2007, the Company made equity investments in Paragon Intellectual Properties, LLC (“Paragon”) and Apollo Therapeutics, LLC, a Paragon subsidiary, totaling $3.5 million. SurModics made an additional equity investment in fiscal 2008 totaling $2.5 million, based upon successful completion of specified development milestones. In October 2008, Paragon announced that it had restructured, moving from a limited liability company with seven subsidiaries to a single C-corporation named Nexeon MedSystems, Inc. (“Nexeon”). Commencing with the second quarter of fiscal 2009, SurModics accounts for its investment in Nexeon under the cost method (previously accounted for under the equity method) as the Company’s ownership is less than 20%, and the Company does not exert significant influence over Nexeon’s operating or financial activities. The Company made an additional cash investment in Nexeon of $0.5 million in fiscal 2009. In the fourth quarter of fiscal 2010, the Company held discussions with Nexeon management to understand the business status and outlook, valuations associated with potential new rounds of financing, operating metrics and other industry factors which impacted the Company’s assessment of the carrying value of this investment. As a result of its assessment, the Company recognized a $5.3 million impairment loss on this investment in fiscal 2010 as it was determined that the investment was other-than-temporarily impaired. In August 2009, the Company invested $2.0 million in Vessix, and made a follow-on investment of $0.5 million in March 2010. The Company recognized an impairment loss on this investment totaling $2.4 million in fiscal 2010, based on market valuations and a pending financing round for this company. The Company’s investment in Vessix is accounted for under the cost method, as the Company’s ownership interest is less than 20% and the Company does not exert significant influence over Vessix’s operating or financial activities. Vessix was purchased by Boston Scientific Corporation in November 2012. The Company expects to record a gain of approximately $1.2 million on the sale of this investment in the first quarter of fiscal 2013 with total potential proceeds of $5.5 million over time depending on achievement of future milestones during the period 2013 to 2017. Another entity in which the Company had a strategic investment sold the majority of its assets in fiscal 2010, resulting in an impairment loss of $0.2 million to the Company in fiscal 2010. These investments are included in the category titled “Other” in the table above. The total carrying value of cost method investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable. The fair value of cost method investments is not adjusted if there are no identified events or changes in circumstances that may have a material adverse effect on the fair value of the investment. In the years ended September 30, 2012, 2011 and 2010, the Company recognized revenue of $0.1 million, $0.1 million and $1.5 million, respectively, from activity with companies in which it had a strategic investment.
Intangible Assets | Intangible Assets Intangible assets consist principally of acquired patents and technology, customer relationships, licenses and trademarks. The Company recorded amortization expense of $0.7 million, $0.7 million and $0.8 million for the years ended September 30, 2012, 2011 and 2010, respectively. In fiscal 2010, the Company recognized an asset impairment charge of $0.5 million associated with certain patent rights. Management applied the accounting guidance associated with long-lived assets and determined that an impairment occurred for these assets as no ongoing business was expected in the foreseeable future based on market conditions. The asset impairment charges in fiscal 2010 are included in the asset impairment charges line in the consolidated statements of operations. Intangible assets consisted of the following as of September 30 (in thousands):
|  | 2012 |
|  | Weighted Average Original Life (Years) |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Net |
Definite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Customer lists |  |  | 9.0 |  |  | $ | 4,857 |  |  | $ | (2,734 | ) |  | $ | 2,123 |
Core technology |  |  | 8.0 |  |  |  | 530 |  |  |  | (343 | ) |  |  | 187 |
Patents and other |  |  | 16.8 |  |  |  | 2,256 |  |  |  | (716 | ) |  |  | 1,540 |
Subtotal |  |  |  |  |  |  | 7,643 |  |  |  | (3,793 | ) |  |  | 3,850 |
Unamortized intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  |  |  |  |  | 580 |  |  |  | — |  |  |  | 580 |
Total |  |  |  |  |  | $ | 8,223 |  |  | $ | (3,793 | ) |  | $ | 4,430 |
|  | 2011 |
|  | Weighted Average Original Life (Years) |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Net |
Definite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Customer lists |  |  | 9.0 |  |  | $ | 4,857 |  |  | $ | (2,195 | ) |  | $ | 2,662 |
Core technology |  |  | 8.0 |  |  |  | 530 |  |  |  | (276 | ) |  |  | 254 |
Patents and other |  |  | 16.8 |  |  |  | 2,308 |  |  |  | (605 | ) |  |  | 1,703 |
Subtotal |  |  |  |  |  |  | 7,695 |  |  |  | (3,076 | ) |  |  | 4,619 |
Unamortized intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  |  |  |  |  | 580 |  |  |  | — |  |  |  | 580 |
Total |  |  |  |  |  | $ | 8,275 |  |  | $ | (3,076 | ) |  | $ | 5,199 |
Based on the intangible assets in service as of September 30, 2012, estimated amortization expense for each of the next five fiscal years is as follows (in thousands):
2013 |  | $ | 742 |
2014 |  |  | 742 |
2015 |  |  | 731 |
2016 |  |  | 594 |
2017 |  |  | 183 |
Future amortization amounts presented above are estimates. Actual future amortization expense may be different, as a result of future acquisitions, impairments, changes in amortization periods, or other factors.
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value assigned to the assets purchased and liabilities assumed in connection with a company’s acquisition. Goodwill is not amortized but is subject, at a minimum, to annual tests for impairment in accordance with accounting guidance for goodwill. The carrying amount of goodwill is evaluated annually, and between annual evaluations if events occur or circumstances change indicating that the carrying amount of goodwill may be impaired. The Company has determined that its continuing reporting units are the In Vitro Diagnostics operations known as its In Vitro Diagnostics unit and which contains its BioFX branded products and the SurModics drug delivery and hydrophilic coatings operations known as the Medical Device unit. Goodwill in the In Vitro Diagnostics reporting unit resulted from the acquisition of BioFX Laboratories, Inc. (“BioFX”) in fiscal 2007. Inherent in the determination of fair value of the reporting units are certain estimates and judgments, including the interpretation of current economic indicators and market valuations as well as the Company’s strategic plans with regard to its operations. The $8.0 million of goodwill at September 30, 2012 and 2011 is related to the In Vitro Diagnostics reporting unit and represents the gross value from the acquisition of BioFX in 2007. The Company performed its annual impairment test of goodwill as of August 31, 2012, and did not record any goodwill impairment charges during fiscal 2012 as there were no indicators of impairment associated with the In Vitro Diagnostics reporting unit. The Company also did not record any goodwill impairment charges related to the In Vitro Diagnostics reporting unit during fiscal 2011 or 2010. The evaluation of goodwill for impairment in fiscal 2012 and 2011 was based on goodwill accounting guidance which was early adopted by the Company in the fourth quarter of fiscal 2011 (Step 0). The guidance involves assessment of 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. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test becomes unnecessary. Prior to testing goodwill for impairment in fiscal 2010 the Company tested its definite-lived assets (property and equipment as well as intangible assets) under the provisions of the accounting guidance for impairment or disposal of long-lived assets, and determined that there were no impairments of these assets. In fiscal 2010, the Company experienced a significant decrease in the Company’s stock price as it declined from $24.13 per share at October 1, 2009 to $12.03 per share at the date of the annual impairment test, which was August 31, 2010. While the Company continually evaluated whether any indications of impairment were present that would require an impairment analysis on an interim basis, no such indicators were considered present prior to the fourth quarter of fiscal 2010. Prior to the fourth quarter of fiscal 2010, based on the Company’s outlook for future results and the fact that the market capitalization exceeded the Company’s book value by a margin of 64% at June 30, 2010, Company management did not believe that the events and circumstances in existence at interim reporting dates indicated that it was more likely than not that the fair value of any of the Company’s reporting units would be less than its carrying amount. In evaluating whether goodwill was impaired in fiscal 2010, the Company compared the fair value of its reporting units to which goodwill was assigned to their respective carrying values (Step 1 of the impairment test). In calculating fair value, the Company used the income approach as the primary indicator of fair value, with the market approach used as a test of reasonableness. The income approach is a valuation technique under which the Company estimates future cash flows using the reporting units’ financial forecasts. Future estimated cash flows are discounted to their present value to calculate fair value. The market approach establishes fair value by comparing SurModics to other publicly traded guideline companies or by analysis of actual transactions of similar businesses or assets sold. The income approach is tailored to the circumstances of the Company’s business, and the market approach is completed as a secondary test to ensure that the results of the income approach are reasonable and in line with comparable companies in the industry. The summation of the reporting units’ fair values was compared and reconciled to the Company’s market capitalization as of the date of the impairment test. In the situation where a reporting unit’s carrying amount exceeds its fair value, the amount of the impairment loss must be measured. The measurement of the impairment (Step 2 of the impairment test) is calculated by determining the implied fair value of a reporting unit’s goodwill. In calculating the implied fair value of goodwill, the fair value of the reporting unit is allocated to all other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. The goodwill impairment is measured as the excess of the carrying amount of goodwill over its implied fair value. In estimating the fiscal 2010 fair value of the Company under the market approach, management considered the relative merits of commonly applied market capitalization multiples based on the availability of data. Based on the analysis, the Company utilized the guideline public company method to support the valuation of the reporting units in fiscal 2010. Based on the goodwill analysis performed as of August 31, 2010, the excess in fair value over carrying value of the Company’s In Vitro Diagnostics reporting unit in Step 1 of the impairment test was approximately 82% and, as such, the $8.0 million of goodwill related to this reporting unit was not impaired.
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets Accounting guidance requires the Company to evaluate periodically whether events and circumstances have occurred that may affect the estimated useful life or the recoverability of the remaining balance of long-lived assets, such as property and equipment and intangibles with finite lives. If such events or circumstances were to indicate that the carrying amount of these assets may not be recoverable, the Company would estimate the future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) were less than the carrying amount of the assets, the Company would recognize an impairment charge to reduce such assets to their fair value. See the Property and Equipment, Other Assets and Intangible Assets sections in Note 2 for further information on impairments that were recognized in fiscal 2012 and 2010. See also Note 3 for further information on impairments recognized in fiscal 2011 and 2010 associated with the Pharmaceuticals segment which are classified as discontinued operations.
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) shipment has occurred or delivery has occurred if the terms specify destination; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. When there are additional performance requirements, revenue is recognized when all such requirements have been satisfied. Under revenue arrangements with multiple deliverables, the Company recognizes each separable deliverable as it is earned. The Company derives its revenue from three primary sources: (1) royalties and license fees from licensing its patented drug delivery and surface modification technologies and in vitro diagnostic formats to customers; (2) the sale of reagent chemicals to licensees and the sale of stabilization products, antigens, substrates and surface coatings to the diagnostic and biomedical research markets; and (3) research and development fees generated on customer projects. Taxes collected from customers and remitted to governmental authorities are excluded from revenue and amounted to $0.1 million for each of the years ended September 30, 2012, 2011 and 2010. Royalties and license fees. The Company licenses technology to third parties and collects royalties. Royalty revenue is generated when a customer sells products incorporating the Company’s licensed technologies. Royalty revenue is recognized as licensees report it to the Company, and payment is typically submitted concurrently with the report. For stand-alone license agreements, up-front license fees are recognized over the term of the related licensing agreement. Minimum royalty fees are recognized in the period earned. Revenue related to a performance milestone is recognized upon the achievement of the milestone, as defined in the respective agreements and provided the following conditions have been met:
| • |  | The milestone payment is non-refundable;
| • |  | The milestone involved a significant degree of risk, and was not reasonably assured at the inception of the arrangement;
| • |  | Accomplishment of the milestone involved substantial effort;
| • |  | The amount of the milestone payment is commensurate with the related effort and risk; and
| • |  | A reasonable amount of time passed between the initial license payment and the first and subsequent milestone payments.
If these conditions have not been met, the milestone payment is deferred and recognized over the term of the agreement. Product sales. Product sales to third parties are recognized at the time of shipment, provided that an order has been received, the price is fixed or determinable, collectability of the resulting receivable is reasonably assured and returns can be reasonably estimated. The Company’s sales terms provide no right of return outside of the standard warranty policy. Payment terms are generally set at 30-45 days. Research and development. The Company performs third-party research and development activities, which are typically provided on a time and materials basis. Generally, revenue for research and development is recorded as performance progresses under the applicable contract. Arrangements with multiple deliverables. Revenue arrangements with multiple deliverables have been accounted for based on accounting guidance in existence at the time the arrangement commences. Prior to October 1, 2009, arrangements such as license and development agreements were analyzed to determine whether the deliverables, which often include a license and performance obligations such as research and development, could be separated, or whether they must be accounted for as a single unit of accounting in accordance with accounting guidance. In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for multiple deliverable revenue arrangements to: (i) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; (ii) require an entity to allocate revenue in an arrangement using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”); and (iii) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The Company elected to early adopt this accounting guidance at the beginning of its first quarter of fiscal 2010, on a prospective basis, for applicable transactions originating or materially modified on or after October 1, 2009. In connection with the adoption of the amended accounting standard the Company also changed its policy prospectively for multiple element arrangements, whereby the Company accounts for revenue using a multiple attribution model in which consideration allocated to research and development activities is recognized as performed, and milestone payments are recognized when the milestone events are achieved, when such activities and milestones are deemed substantive. Accordingly, in situations where a unit of accounting includes both a license and research and development activities, and when a license does not have stand-alone value, the Company applies a multiple attribution model in which consideration allocated to the license is recognized ratably, consideration allocated to research and development activities is recognized as performed and milestone payments are recognized when the milestone events are achieved, when such activities and milestones are deemed substantive. The Company enters into license and development arrangements that may consist of multiple deliverables which could include a license(s) to SurModics’ technology, research and development activities, manufacturing services, and product sales based on the needs of its customers. For example, a customer may enter into an arrangement to obtain a license to SurModics’ intellectual property which may also include research and development activities, and supply of products manufactured by SurModics. For these services provided, SurModics could receive upfront license fees upon signing of an agreement and granting the license, fees for research and development activities as such activities are performed, milestone payments contingent upon advancement of the product through development and clinical stages to successful commercialization, fees for manufacturing services and supply of product, and royalty payments based on customer sales of product incorporating SurModics’ technology. The Company’s license and development arrangements generally do not have refund provisions if the customer cancels or terminates the agreement. Typically all payments made are non-refundable. Under the accounting guidance, the Company is still required to evaluate each deliverable in a multiple element arrangement for separability. The Company is then required to allocate revenue to each separate deliverable using a hierarchy of VSOE, TPE, or ESP. In many instances, the Company is not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be a result of the Company infrequently selling each element separately or having a limited history with multiple element arrangements. When VSOE cannot be established, the Company attempts to establish a selling price of each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company is unable to establish a selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. ESP is generally used for highly customized offerings. The Company determines ESP for undelivered elements by considering multiple factors including, but not limited to, market conditions, competitive landscape and past pricing arrangements with similar features. The determination of ESP is made through consultation with the Company’s management, taking into consideration the marketing strategies for each business unit.
Deferred Revenue | Deferred Revenue Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets, with deferred revenue to be recognized beyond one year being classified as non-current deferred revenue. As of September 30, 2012 and 2011, the Company had deferred revenue of $0.2 million and $0.3 million, respectively. Customer advances are accounted for as a liability until all criteria for revenue recognition have been met.
Customer Concentrations | Customer Concentrations The Company’s licensed technologies provide royalty revenue, which represents the largest revenue stream to the Company. The Company has licenses with a diverse base of customers and certain customers have multiple products using the Company’s technology. Medtronic, Inc. (“Medtronic”) is the Company’s largest customer at 19% of total revenue for fiscal 2012. Medtronic has several separately licensed products that generate royalty revenue for SurModics, none of which represented more than 6% of SurModics’ total revenue. No other individual customer using licensed technology constitutes more than 10% of SurModics’ total revenue. The Company has seen a significant decrease in its royalty revenue from Cordis Corporation, a subsidiary of Johnson & Johnson (“Cordis”) in fiscal 2012. Cordis has historically been one of the Company’s largest customers. In June 2011, Cordis announced it was ceasing production of the CYPHER ® and CYPHER SELECT® Plus stents by the end of calendar 2011. Beginning with the first quarter of fiscal 2012, the minimum royalty requirements were eliminated and royalty revenue from Cordis is now based on a percentage of CYPHER ® sales, if any, until the products are no longer sold. The Company’s licensing agreements with many of its customers, including most of its significant customers, cover many licensed products that each separately generates royalty revenue. This structure reduces the potential risk to the Company’s operations that may result from reduced sales (or the termination of a license) of a single product for any specific customer.
Research and Development | Research and Development Research and development costs are expensed as incurred. Some research and development costs are related to third-party contracts, and the related revenue is recognized as described in “Revenue Recognition” above. Costs associated with customer-related research and development include specific project direct labor costs and material expenses as well as an allocation of overhead costs based on direct labor dollars.
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from those estimates.
Income (Loss) Per Share Data | Income (Loss) Per Share Data Basic income (loss) per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is computed by dividing income (loss) by the weighted average number of common and common equivalent shares outstanding during the period. The Company’s only potentially dilutive common shares are those that result from dilutive common stock options and non-vested stock relating to restricted stock awards. The following table sets forth the denominator for the computation of basic and diluted income (loss) per share (in thousands):
|  | 2012 |  |  | 2011 |  |  | 2010 |
Basic weighted average shares outstanding |  |  | 17,318 |  |  |  | 17,419 |  |  |  | 17,372 |
Dilutive effect of outstanding stock options and non-vested stock |  |  | 113 |  |  |  | 43 |  |  |  | 8 |
Diluted weighted average shares outstanding |  |  | 17,431 |  |  |  | 17,462 |  |  |  | 17,380 |
The calculation of weighted average diluted shares outstanding excludes outstanding stock options associated with the right to purchase 0.6 million, 1.1 million and 1.5 million shares of common stock for fiscal 2012, 2011 and 2010, respectively, as their inclusion would have had an antidilutive effect on diluted income (loss) per share.
New Accounting Pronouncements | New Accounting Pronouncements In June 2011, the FASB issued changes to the presentation of comprehensive income. The FASB subsequently deferred the effective date of certain provisions of this standard pertaining to the reclassification of items out of accumulated other comprehensive income, pending the issuance of further guidance on that matter. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. These changes became effective for the Company on October 1, 2012 (fiscal 2013). Management is currently evaluating these changes to determine which option will be chosen for the presentation of comprehensive income. Other than the change in presentation, management has determined that these changes will not have an impact on the consolidated financial statements. No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s consolidated financial statements.

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- Definition Disclosure of accounting policy for property, plant and equipment which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -URI http://asc.fasb.org/subtopic&trid=2155824 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 22 -Paragraph 12, 13 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 34 -Paragraph 8, 9 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 12 -Paragraph 5 -Subparagraph d -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section C -Paragraph 5 -Chapter 9 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 144 -Paragraph 7 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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- Definition Disclosure of accounting policy for recognizing unearned income or deferred revenue related to transactions involving the sale of a product or performance of services. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -URI http://asc.fasb.org/subtopic&trid=2197196 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 13 -Section B -Paragraph Question 1 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 13.B.Q1) -URI http://asc.fasb.org/extlink&oid=6600647&loc=d3e214044-122780 + Details
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