Fair Value Measurements | 9 Months Ended |
Sep. 28, 2013 |
Fair Value Measurements | ' |
Fair Value Measurements | ' |
Note 3. Fair Value Measurements |
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Our financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds, certificates of deposit, municipal and corporate bonds, commercial paper, variable demand notes, auction rate securities, forward contracts, certain investments held as assets under the deferred compensation plan, marketable equity securities, and the contingent consideration. The fair value accounting guidance requires that assets and liabilities be carried at fair value and classified in one of the following three categories: |
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Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access |
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Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves |
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Level 3: Inputs that are unobservable data points that are not corroborated by market data |
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We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, and Level 3 during either of the three or the nine months ended September 28, 2013 or the three or nine months ended September 29, 2012. |
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The following table represents the fair value hierarchy for our financial assets and financial liabilities measured at fair value on a recurring basis: |
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| | Total Fair | | Quoted | | Significant | | Significant | |
Value | Prices in | Other | Unobservable |
| Active | Observable | Inputs |
| Markets | Inputs | (Level 3) |
| (Level 1) | (Level 2) | |
| | (in thousands) | |
As of September 28, 2013: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | 78,501 | | $ | 78,501 | | $ | — | | $ | — | |
Commercial paper | | 10,599 | | — | | 10,599 | | — | |
Municipal bonds | | 793 | | — | | 793 | | — | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | 144,997 | | — | | 144,997 | | — | |
Variable demand notes | | 7,700 | | — | | 7,700 | | — | |
Corporate bonds | | 5,512 | | — | | 5,512 | | — | |
Commercial paper | | 10,997 | | — | | 10,997 | | — | |
Certificate of deposit | | 2,000 | | | | 2,000 | | — | |
Auction rate securities | | 4,800 | | — | | — | | 4,800 | |
Prepaid expenses and other assets: | | | | | | | | | |
Foreign exchange contracts | | 369 | | — | | 369 | | — | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | 4,160 | | — | | — | | 4,160 | |
Other long-term assets: | | | | | | | | | |
Investments included in our deferred compensation plan | | 1,838 | | — | | 1,838 | | — | |
Marketable equity securities | | 5,115 | | 5,115 | | — | | — | |
Other accrued liabilities: | | | | | | | | | |
Foreign exchange contracts | | 1,408 | | — | | 1,408 | | — | |
Contingent consideration (current and long-term portions) | | $ | 40,545 | | $ | — | | $ | — | | $ | 40,545 | |
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| | Total Fair | | Quoted | | Significant | | Significant | |
Value | Prices in | Other | Unobservable |
| Active | Observable | Inputs |
| Markets | Inputs | (Level 3) |
| (Level 1) | (Level 2) | |
| | (in thousands) | |
As of December 29, 2012: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | 59,230 | | $ | 59,230 | | $ | — | | $ | — | |
Commercial paper | | 4,998 | | — | | 4,998 | | — | |
Municipal bonds | | 3,045 | | — | | 3,045 | | — | |
Corporate bonds | | 380 | | — | | 380 | | — | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | 107,533 | | — | | 107,533 | | — | |
Variable demand notes | | 21,330 | | — | | 21,330 | | — | |
Corporate bonds | | 12,258 | | — | | 12,258 | | — | |
Commercial paper | | 5,299 | | — | | 5,299 | | — | |
Certificate of deposit | | 2,006 | | — | | 2,006 | | — | |
Prepaid expenses and other assets: | | | | | | | | | |
Foreign exchange contracts | | 16 | | — | | 16 | | — | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | 10,607 | | — | | — | | 10,607 | |
Other long-term assets: | | | | | | | | | |
Investments included in our deferred compensation plan | | 1,731 | | — | | 1,731 | | — | |
Marketable equity securities | | 2,602 | | 2,602 | | — | | — | |
Other accrued liabilities: | | | | | | | | | |
Foreign exchange contracts | | 380 | | — | | 380 | | — | |
Contingent consideration (current and long-term portions) | | $ | 22,052 | | $ | — | | $ | — | | $ | 22,052 | |
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Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. Our Level 2 financial assets and liabilities include short-term investments, foreign exchange instruments and certain of our deferred compensation plan securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. |
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Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial assets and liabilities include the following: |
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· Auction rate securities — Due to limited market activity the determination of fair value requires significant judgment or estimation. The auction rate securities were valued using a discounted cash-flow model over a five-year period based on estimated interest rates, the present value of future principal payments, and interest payments discounted at rates considered to reflect the current market conditions and the credit quality of auction rate securities. |
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· Contingent consideration — The fair value of the contingent consideration related to the acquisition of the medical business of Levitronix LLC (Levitronix Medical) in August 2011 requires significant management judgment or estimation and is calculated using the income approach, using various revenue assumptions and applying a probability to each outcome. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recorded within operating expense within our consolidated statements of operations. Actual amounts paid may differ from the obligations recorded. The accretion of interest expense was not significant for all periods presented. Refer to Note 2 for a discussion of the fair value of the DuraHeart II contingent consideration. |
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Available-for-sale investments are carried at fair value and are included in the tables above under short- and long-term investments. The aggregate fair value, amortized cost basis and gross unrealized gains and losses of available-for-sale investments by major security type were as follows: |
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| | Amortized | | Gross | | Gross | | Fair | |
Cost | Unrealized | Unrealized | Value |
| Gains | Losses | |
| | (in thousands) | |
As of September 28, 2013: | | | | | | | | | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | $ | 144,848 | | $ | 172 | | $ | (23 | ) | $ | 144,997 | |
Variable demand notes | | 7,700 | | — | | — | | 7,700 | |
Corporate bonds | | 5,508 | | 6 | | (2 | ) | 5,512 | |
Commercial paper | | 10,996 | | — | | — | | 10,996 | |
Certificate of deposit | | 2,000 | | — | | — | | 2,000 | |
Auction rate securities | | 4,800 | | — | | — | | 4,800 | |
Total short-term investments | | $ | 175,852 | | $ | 178 | | $ | (25 | ) | $ | 176,005 | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | $ | 4,900 | | $ | — | | $ | (740 | ) | $ | 4,160 | |
Other long-term assets: | | | | | | | | | |
Marketable equity securities | | 2,996 | | 2,119 | | — | | 5,115 | |
Total long-term | | $ | 7,896 | | $ | 2,119 | | $ | (740 | ) | $ | 9,275 | |
As of December 29, 2012: | | | | | | | | | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | $ | 107,416 | | $ | 136 | | $ | (19 | ) | $ | 107,533 | |
Variable demand notes | | 21,330 | | — | | — | | 21,330 | |
Corporate bonds | | 12,244 | | 17 | | (3 | ) | 12,258 | |
Commercial paper | | 5,298 | | 1 | | — | | 5,299 | |
Certificate of deposit | | 2,000 | | 6 | | — | | 2,006 | |
Total short-term investments | | $ | 148,288 | | $ | 160 | | $ | (22 | ) | $ | 148,426 | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | $ | 11,900 | | $ | — | | $ | (1,293 | ) | $ | 10,607 | |
Other long-term assets: | | | | | | | | | |
Marketable equity securities (A) | | 2,996 | | — | | (394 | ) | 2,602 | |
Total long-term | | $ | 14,896 | | $ | — | | $ | (1,687 | ) | $ | 13,209 | |
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(A) As of December 29, 2012, our available-for-sale equity securities have been in a continuous loss position for less than 12 months. |
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As of September 28, 2013, we owned approximately $9.7 million face amount of auction rate securities. The assets underlying these investments are student loans backed by the U.S. government under the Federal Family Education Loan Program or by private insurers and are rated between A and BBB. Historically, these securities have provided liquidity through a Dutch auction process that resets the applicable interest rate periodically every seven to 35 days. Beginning in February of 2008, these auctions began to fail. The principal amount of these auction rate securities will not be accessible until future auctions for these securities are successful, a secondary market is established, these securities are called for redemption, or they are paid at maturity. |
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As of September 28, 2013, we had recorded an estimated cumulative unrealized loss of $0.7 million ($0.4 million, net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income (loss) within the consolidated shareholders’ equity. In addition, our management reviews impairments and credit loss associated with our investments, including auction rate securities, to determine the classification of the impairment as “temporary” or “other-than-temporary” and to bifurcate the credit and non-credit component of an other-than-temporary impairment event. We (i) do not intend to sell any of the auction rate securities prior to maturity at an amount below the original purchase value; (ii) intend to hold the investment to recovery and, based on a more-likely-than-not probability assessment, will not be required to sell the security before recovery; and (iii) deem that it is not probable that we will receive less than 100% of the principal and accrued interest from the issuer. Therefore, 100% of the impairment was charged to other comprehensive income (loss). In the nine months ended September 28, 2013, we liquidated at par value $2.2 million of our auction rate securities. In September 2013, $4.8 million of our auction rate securities were called at par and were subsequently settled in October 2013. We have reported the $4.8 million within short-term investments as of September 28, 2013, with the remaining $4.2 million classified as long-term available-for-sale investments. We will continue to liquidate investments in auction rate securities as opportunities arise. |
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If the issuers of the auction rate securities are unable to successfully complete future auctions and their credit ratings deteriorate, then we may in the future be required to record the other-than-temporary impairment charges to the consolidated statement of operations. It could conceivably take until the final maturity of the underlying notes (up to 30 years) to realize the investments’ fair value. |
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Our deferred compensation plan includes our corporate owned life insurance policies and mutual fund investments. The underlying mutual fund investments are deemed trading securities. The mutual fund investments’ fair value and the cash surrender value of our corporate-owned life insurance policies are classified in the condensed consolidated balance sheets in “Other long-term assets.” The aggregate value of our deferred compensation plan assets was as follows: |
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| | September 28, | | December 29, | | | | | | | |
2013 | 2012 | | | | | | |
| | (in thousands) | | | | | | | |
Deferred compensation plan | | $ | 5,216 | | $ | 4,225 | | | | | | | |
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The unrealized gain before tax from the change in the value of the deferred compensation plan was $0.4 million and $0.3 million in the nine months ended September 28, 2013 and September 29, 2012, respectively. |
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The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows as of September 28, 2013: |
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| | Amortized | | Fair | | | | | | | |
Cost | Value | | | | | | |
| | (in thousands) | | | | | | | |
Maturing within 1 year | | $ | 139,211 | | $ | 139,302 | | | | | | | |
Maturing after 1 year through 5 years | | 36,641 | | 36,703 | | | | | | | |
Short-term available-for-sale investments | | 175,852 | | 176,005 | | | | | | | |
Maturing after 5 years | | 4,900 | | 4,160 | | | | | | | |
| | $ | 180,752 | | $ | 180,165 | | | | | | | |
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The following table provides a roll forward of the fair value, as determined by Level 3 inputs, of the auction rate securities during the nine months ended September 28, 2013: |
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| | Auction | | | | | | | | | | |
Rate | | | | | | | | | |
Securities | | | | | | | | | |
| | (in thousands) | | | | | | | | | | |
Balance as of December 29, 2012 | | $ | 10,607 | | | | | | | | | | |
Settlements at par | | (2,200 | ) | | | | | | | | | |
Unrealized gain on auction rate securities, included in other comprehensive income | | 553 | | | | | | | | | | |
Balance as of September 28, 2013 | | 8,960 | | | | | | | | | | |
Less: Reported within short-term available-for-sale investments | | (4,800 | ) | | | | | | | | | |
Total long-term available-for-sale investments | | $ | 4,160 | | | | | | | | | | |
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We continue to monitor the market for auction rate securities and consider its impact (if any) on the fair value of our investments. If the current market conditions deteriorate further, or the anticipated recovery in fair values does not occur, we may be required to record additional unrealized losses in other comprehensive income or other-than-temporary impairment charges to the condensed consolidated statements of operations in future periods. |
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The following table provides a roll forward of the fair value, as determined by Level 3 inputs, of contingent consideration during the nine months ended September 28, 2013: |
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| | Levitronix Medical | | DuraHeart II | | Total | | | | |
Acquisition | Acquisition | Contingent | | | |
| | Consideration | | | |
| | (in thousands) | | | | |
Balance as of December 29, 2012 | | $ | 22,052 | | $ | — | | $ | 22,052 | | | | |
Additions (See Note 2) | | — | | 18,800 | | 18,800 | | | | |
Payments | | (4,220 | ) | — | | (4,220 | ) | | | |
Change in fair value | | 3,647 | | 266 | | 3,913 | | | | |
Balance as of September 28, 2013 | | $ | 21,479 | | $ | 19,066 | | $ | 40,545 | | | | |
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The following table presents quantitative information about the inputs and valuation methodologies used for our fair value measurements classified in Level 3 of the fair value hierarchy as of September 28, 2013: |
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| | Fair Value at | | Valuation Methodology | | Significant Unobservable Input | | Weighted Average | | | | |
September 28, | (range, if applicable) | | | |
2013 | | | | |
(in thousands) | | | | |
Auction rate securities | | $ | 8,960 | | Discounted cash flow | | Discount rate | | 1.40% | | | | |
| | | | | | Market credit spread | | 3.15% | | | | |
| | | | | | Liquidity factor | | 0.00% | | | | |
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Levitronix Medical Contingent consideration | | $ | 21,479 | | Multiple outcome discounted cash flow | | Annual Revenue | | $ 42.3 million ($29.6 million to $48.2 million) | | | | |
| | | | | | Discount rate | | 1.04% (0.8% to 1.39%) | | | | |
| | | | | | Probability of occurrence | | 20% (10% to 50%) | | | | |
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DuraHeart II Contingent consideration | | $ | 19,066 | | Multiple outcome discounted cash flow | | Milestone dates | | 2016 to 2029 | | | | |
| | | | | | Discount rate | | 5.3% to 20.0% | | | | |
| | | | | | Probability of occurrence | | 1% to 50% | | | | |
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Auction rate securities |
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The significant unobservable inputs used in the fair value measurement of the auction rate securities are the weighted average discount rate, market credit spread and liquidity factor. A significant increase (decrease) in the discount rate in isolation could result in a significantly higher (lower) fair value measurement, whereas a significant increase (decrease) in the market credit spread and liquidity factor in isolation could result in a significantly lower (higher) fair value measurement. Although the discount rate as compared to the market credit spread and liquidity factors are not directly related, they will generally move in opposite directions. |
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The fair value of auction rate securities is calculated on a quarterly basis by senior management based on a collaborative effort of the corporate treasury and accounting groups. To assess the reasonableness of the fair value measurement, management compares its fair value measurement to the values calculated by independent third parties. |
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Contingent consideration |
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The estimated fair value of the liability for contingent consideration represents revenue and milestone targets related to our Levitronix Medical and DuraHeart II acquisitions, respectively. The fair value of the liability is determined using a discounted cash flow methodology with significant inputs that include projected revenue, discount rate and percentage probability of occurrence for the Levitronix Medical contingent consideration; and regulatory milestone targets, commercial milestones targets, discount rate and percent probability of occurrence of these milestones for the DuraHeart II contingent consideration. A significant increase (decrease) in the projected revenue in isolation could result in a significantly higher (lower) fair value measurement; a significant delay (acceleration) in the projected regulatory milestone achievement date in isolation could result in a significantly lower (higher) fair value measurement; a significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement; and the changes in the probability of occurrence between the outcomes in isolation could result in a significantly lower (higher) fair value measurement. |
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The fair value of the contingent consideration is calculated on a quarterly basis by management based on a collaborative effort of our regulatory, research and development, operations, finance and accounting groups. Potential valuation adjustments are made as additional information becomes available, including the progress toward achieving revenue and milestone targets as compared to initial projections, the impact of market competition, and changes in actual and projected product mix and average selling price, with the impact of such adjustments being recorded in the condensed consolidated statement of operations. In the three and nine months ended September 28, 2013, we recorded a remeasurement adjustment to the Levitronix and DuraHeart II contingent consideration in the amount of $3.6 million and $0.3 million, respectively. No adjustment was recorded in the nine months ended September 29, 2012. |
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Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis |
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Non-financial assets such as goodwill, intangible assets, and property, plant, and equipment are evaluated for impairment and adjusted to fair value using Level 3 inputs, only when an impairment is recognized. Fair values are considered Level 3 when management makes significant assumptions in developing a discounted cash flow model based upon a number of considerations including projections of revenues, earnings and a discount rate. In addition, in evaluating the fair value of goodwill impairment, further corroboration is obtained using our market capitalization. We recorded an impairment charge of $2.0 million related to certain property, plant, and equipment in the nine months ended September 28, 2013. No impairment was recorded in the nine months ended September 29, 2012. |