Fair Value Measurements | 6 Months Ended |
Jun. 28, 2014 |
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, asset-backed securities, auction rate securities (“ARS”), forward contracts, certain investments held as assets under the deferred compensation plan, marketable equity securities and the contingent consideration in connection with acquisitions. 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 we have 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 the first six months of 2014 or first six months of 2013. |
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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 | | Level 1 | | Level 2 | | Level 3 | |
Value |
| | (in thousands) | |
As of June 28, 2014: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | 87,209 | | $ | 87,209 | | $ | — | | $ | — | |
Commercial paper | | 4,100 | | — | | 4,100 | | — | |
Municipal bonds | | 1,531 | | — | | 1,531 | | — | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | 132,926 | | — | | 132,926 | | — | |
Asset-backed securities | | 3,150 | | — | | 3,150 | | — | |
Corporate bonds | | 14,698 | | — | | 14,698 | | — | |
Commercial paper | | 3,698 | | — | | 3,698 | | — | |
Certificate of deposit | | 2,000 | | — | | 2,000 | | — | |
Prepaid expenses and other assets: | | | | | | | | | |
Foreign exchange contracts | | 1,134 | | — | | 1,134 | | — | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | 4,270 | | — | | — | | 4,270 | |
Other long-term assets: | | | | | | | | | |
Investments included in our deferred compensation plan | | 2,177 | | — | | 2,177 | | — | |
Marketable equity securities | | 2,341 | | 2,341 | | — | | — | |
Other accrued liabilities: | | | | | | | | | |
Foreign exchange contracts | | 487 | | — | | 487 | | — | |
Contingent consideration (current and non-current portions) | | $ | 34,948 | | $ | — | | $ | — | | $ | 34,948 | |
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| | Total Fair | | Level 1 | | Level 2 | | Level 3 | |
Value |
| | (in thousands) | |
As of December 28, 2013: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | 97,200 | | $ | 97,200 | | $ | — | | $ | — | |
Commercial paper | | 13,899 | | — | | 13,899 | | — | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | 142,486 | | — | | 142,486 | | — | |
Variable demand notes | | 6,700 | | — | | 6,700 | | — | |
Corporate bonds | | 5,507 | | — | | 5,507 | | — | |
Commercial paper | | 9,998 | | — | | 9,998 | | — | |
Certificate of deposit | | 2,000 | | — | | 2,000 | | — | |
Prepaid expenses and other assets: | | | | | | | | | |
Foreign exchange contracts | | 592 | | — | | 592 | | — | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | 4,234 | | — | | — | | 4,234 | |
Other long-term assets: | | | | | | | | | |
Investments included in our deferred compensation plan | | 1,700 | | — | | 1,700 | | — | |
Marketable equity securities | | 4,019 | | 4,019 | | — | | — | |
Other accrued liabilities: | | | | | | | | | |
Foreign exchange contracts | | 156 | | — | | 156 | | — | |
Contingent consideration (current and non-current portions) | | $ | 43,346 | | $ | — | | $ | — | | $ | 43,346 | |
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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. These available-for-sale debt 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 ARS. |
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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 end of each reporting period with the change in fair value recorded within operating expense in our condensed 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 contingent consideration associated with the DuraHeart II acquisition. |
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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 market value, cost basis and gross unrealized gains and losses of available-for-sale investments by major security type are as follows: |
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| | Amortized | | Gross | | Gross | | Fair | |
Cost | Unrealized | Unrealized | Value |
| Gains | Losses | |
| | (in thousands) | |
As of June 28, 2014: | | | | | | | | | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | $ | 132,792 | | $ | 137 | | $ | (3 | ) | $ | 132,926 | |
Corporate bonds | | 14,712 | | 3 | | (17 | ) | 14,698 | |
Commercial paper | | 3,698 | | — | | — | | 3,698 | |
Asset-backed securities | | 3,149 | | 1 | | — | | 3,150 | |
Certificate of deposit | | 2,000 | | — | | — | | 2,000 | |
Total short-term investments | | $ | 156,351 | | $ | 141 | | $ | (20 | ) | $ | 156,472 | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | $ | 4,900 | | $ | — | | $ | (630 | ) | $ | 4,270 | |
Other long-term assets: | | | | | | | | | |
Marketable equity securities | | 2,996 | | — | | (655 | ) | 2,341 | |
Total long-term | | $ | 7,896 | | $ | — | | $ | (1,285 | ) | $ | 6,611 | |
As of December 28, 2013: | | | | | | | | | |
Short-term investments: | | | | | | | | | |
Municipal bonds | | $ | 142,321 | | $ | 178 | | $ | (13 | ) | $ | 142,486 | |
Variable demand notes | | 6,700 | | — | | — | | 6,700 | |
Corporate bonds | | 5,500 | | 7 | | — | | 5,507 | |
Commercial paper | | 9,998 | | — | | — | | 9,998 | |
Certificate of deposit | | 2,000 | | — | | — | | 2,000 | |
Total short-term investments | | $ | 166,519 | | $ | 185 | | $ | (13 | ) | $ | 166,691 | |
Long-term investments: | | | | | | | | | |
Auction rate securities | | $ | 4,900 | | $ | — | | $ | (666 | ) | $ | 4,234 | |
Other long-term assets: | | | | | | | | | |
Marketable equity securities | | 2,996 | | 1,023 | | — | | 4,019 | |
Total long-term | | $ | 7,896 | | $ | 1,023 | | $ | (666 | ) | $ | 8,253 | |
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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 as of June 28, 2014 and December 28, 2013 was $5.9 million and $5.2 million, respectively. The unrealized gain before tax from the change in the value of the deferred compensation plan was not significant during the first six months of 2014 or first six months of 2013. |
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The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows as of June 28, 2014: |
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| | Amortized | | Fair | | | | | | | |
Cost | Value | | | | | | |
| | (in thousands) | | | | | | | |
Maturing within 1 year | | $ | 121,566 | | $ | 121,646 | | | | | | | |
Maturing after 1 year through 5 years | | 34,785 | | 34,826 | | | | | | | |
Short-term available-for-sale investments | | 156,351 | | 156,472 | | | | | | | |
Maturing after 5 years | | 4,900 | | 4,270 | | | | | | | |
| | $ | 161,251 | | $ | 160,742 | | | | | | | |
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The following table provides a roll forward of the fair value, as determined by Level 3 inputs, of the ARS during the first six months of 2014: |
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| | Auction | | | | | | | | | | |
Rate | | | | | | | | | |
Securities | | | | | | | | | |
| | (in thousands) | | | | | | | | | | |
Balance as of December 28, 2013 | | $ | 4,234 | | | | | | | | | | |
Unrealized holding gain on auction rate securities, included in other comprehensive income (loss) | | 36 | | | | | | | | | | |
Balance as of June 28, 2014 | | $ | 4,270 | | | | | | | | | | |
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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 first six months of 2014: |
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| | Contingent | | | | | | | | | | |
Consideration | | | | | | | | | |
| | (in thousands) | | | | | | | | | | |
Balance as of December 28, 2013 | | $ | 43,346 | | | | | | | | | | |
Payments | | (6,962 | ) | | | | | | | | | |
Change in fair value | | (1,436 | ) | | | | | | | | | |
Balance as of June 28, 2014 | | $ | 34,948 | | | | | | | | | | |
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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 June 28, 2014: |
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| | Fair Value at | | Valuation Methodology | | Significant Unobservable Input | | Weighted Average | | | | |
June 28, 2014 | (range, if applicable) | | | |
(in thousands) | | | | |
Auction rate securities | | $ | 4,270 | | Discounted cash flow | | Discount rate | | 1.64 | % | | | |
| | | | | | Market credit spread | | 2.34 | % | | | |
| | | | | | Liquidity factor | | 0.36 | % | | | |
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Levitronix Medical Contingent consideration | | $ | 17,040 | | Multiple outcome discounted cash flow | | Annual Revenue | | $34.5 million to $51.4 million | | | | |
| | | | | | Discount rate | | 0.98 | % | | | |
| | | | | | Probability of occurrence | | 10% to 75% | | | | |
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DuraHeart II Contingent consideration | | $ | 17,908 | | Multiple outcome discounted cash flow | | Milestone dates | | 2016 to 2030 | | | | |
| | | | | | Discount rate | | 5.3% to 17.0% | | | | |
| | | | | | Probability of occurrence | | 5% to 80% | | | | |
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Auction Rate Securities |
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The significant unobservable inputs used in the fair value measurement of ARS 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 ARS 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 significant change in 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 statements of operations. During the first six months of 2014, we recorded remeasurement adjustments to decrease the DuraHeart II contingent consideration by $3.2 million (reductions of research and development expense of $1.0 million and selling, general and administrative expense of $2.2 million) as a result of changes to certain underlying assumptions, the probabilities of possible outcomes and accretion expense associated with the passage of time. During the first six months of 2014, we recorded remeasurement adjustments to increase the Levitronx contingent consideration by $1.7 million (reported in selling, general and administrative expense) as a result of changes in the probabilities of possible outcome. |
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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. No impairment was recorded in either the six months ended June 28, 2014 or June 29, 2013. |