FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in the principal or most advantageous market in an orderly transaction. To increase consistency and comparability in fair value measurements, the FASB established a three-level hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of fair value measurements are: • Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3—Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items. The fair value of the Company’s convertible senior notes at September 30, 2019 are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2). The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3). The carrying amount and fair values of the Company’s convertible senior notes and acquisition-related contingent consideration are as follows (in thousands): Financial Liabilities Carrying Value Fair Value Measurements Using September 30, 2019 Level 1 Level 2 Level 3 2.375% convertible senior notes due 2022 (1)(2) $ 302,081 $ — $ 340,472 $ — Acquisition-related contingent consideration (3) $ 35,797 $ — $ — $ 35,797 (1) The closing price of the Company’s common stock was $38.07 per share at September 30, 2019 compared to a conversion price of $66.89 per share. Currently, the conversion price is above the stock price. The maximum conversion premium that can be due on the 2022 Notes is approximately 5.2 million shares of the Company’s common stock, which assumes no increases in the conversion rate for certain corporate events. (2) Reported at historical cost. (3) Reported at fair value on a recurring basis. Financial Liabilities Measured at Fair Value on a Recurring Basis The Company has recognized contingent consideration in the amount of $35.8 million as of September 30, 2019 . The contingent consideration was recognized as part of the MyoScience Acquisition in April 2019. Refer to Note 4, MyoScience Acquisition , for more information. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period until the related contingencies are resolved. For the three and nine months ended September 30, 2019, the Company recognized $7.3 million of fair value adjustments related to contingent consideration, which have been included in acquisition-related charges in the condensed consolidated statements of operations. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones; estimated forecasts of revenue and costs and the discount rate used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of September 30, 2019 Discount rates 5.29% to 5.64% Probabilities of payment for regulatory milestones 0% to 100% (1) Projected years of payment for regulatory milestones 2019 to 2023 Projected years of payment for commercial milestones Up to 4.25 years (1) One of the regulatory milestones was met during the three months ended September 30, 2019, requiring a payment in the amount of $7.0 million to be made in the fourth quarter of 2019. The maximum remaining potential payments related to the contingent consideration from the MyoScience Acquisition are $80.0 million . The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Fair Value Balance at December 31, 2018 $ — New financial liabilities entered into on date of MyoScience Acquisition (April 9, 2019) 28,470 Fair value adjustments and accretion 7,327 Balance at September 30, 2019 $ 35,797 Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate bonds with maturities greater than three months, but less than one year. Long-term investments consist of asset-backed securities collateralized by credit card receivables and corporate bonds with maturities greater than one year. Net unrealized gains and losses from the Company’s short-term and long-term investments are reported in other comprehensive income (loss). At September 30, 2019 , all of the Company’s short-term investments are classified as available for sale investments and are determined to be Level 2 instruments, which are measured at fair value using standard industry models with observable inputs. The fair value of the commercial paper is measured based on a standard industry model that uses the three-month U.S. Treasury bill rate as an observable input. The fair value of the asset-backed securities and corporate bonds is principally measured or corroborated by trade data for identical issues in which related trading activity is not sufficiently frequent to be considered a Level 1 input or that of comparable securities. At September 30, 2019 , all short-term and long-term investments had an “A” or better rating by Standard & Poor’s. The following summarizes the Company’s investments at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 29,044 $ 60 $ — $ 29,104 Commercial paper 34,788 41 — 34,829 Corporate bonds 116,273 299 — 116,572 Subtotal 180,105 400 — 180,505 Long-term: Asset-backed securities 16,518 23 (7 ) 16,534 Corporate bonds 54,012 48 (17 ) 54,043 Subtotal 70,530 71 (24 ) 70,577 Total $ 250,635 $ 471 $ (24 ) $ 251,082 December 31, 2018 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,873 $ — $ (33 ) $ 34,840 Commercial paper 45,035 — (30 ) 45,005 Corporate bonds 171,289 — (206 ) 171,083 Subtotal 251,197 — (269 ) 250,928 Long-term: Asset-backed securities 9,383 5 — 9,388 Corporate bonds 16,499 — (16 ) 16,483 Subtotal 25,882 5 (16 ) 25,871 Total $ 277,079 $ 5 $ (285 ) $ 276,799 Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets and liabilities acquired in a business combination, any related contingent consideration arising from an acquisition and long-lived assets, which would be recognized at fair value if deemed to be impaired or if reclassified as assets held for sale. The fair value in these instances would be determined using Level 3 inputs. TELA Bio, Inc. At December 31, 2018, the Company held a $14.1 million investment in convertible preferred B shares of TELA Bio, Inc., or TELA Bio, a privately-held surgical reconstruction company that markets its proprietary OviTex TM portfolio of products for ventral hernia repair and abdominal wall reconstruction. In June 2019, the Company made an additional cash investment of $1.6 million in TELA Bio’s convertible preferred B shares. In September 2019, the investment was deemed to be impaired when an offer was made to sell the Company’s shares in TELA Bio for an amount less than the Company’s carrying amount. The fair value of the investment was based on an initial public offering estimated price range less a discount for a lack of liquidity. The Company recognized an impairment charge of $5.4 million , which was recorded in other, net in its consolidated statements of operations for the three and nine months ended September 30, 2019. In the three and nine months ended September 30, 2018, the Company recorded a loss of $0.9 million on an unexercised purchase option in TELA Bio, which was recorded in other, net in its consolidated statements of operations. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, long-term investments and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. Such amounts may exceed federally-insured limits. As of September 30, 2019 , three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34% , 30% and 29% , respectively. At December 31, 2018 , three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 32% , 32% and 29% , respectively. For additional information regarding the Company’s wholesalers, see Note 2 , Summary of Significant Accounting Policies . Revenues are primarily derived from major wholesalers and pharmaceutical companies that generally have significant cash resources. The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral. Allowances for doubtful accounts receivable are maintained based on historical payment patterns, aging of accounts receivable and the Company’s actual write-off history. As of September 30, 2019 and December 31, 2018 , no allowances for doubtful accounts were deemed necessary by the Company on its accounts receivable. |