Fair Value Measurements | Note 3. Fair Value Measurements 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, U.S. government agency securities, variable demand notes, asset-backed securities, auction rate securities, 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: Level 1: Quoted prices in active markets for identical assets or liabilities that we have the ability to access Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves Level 3: Inputs that are unobservable data points that are not corroborated by market data 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 caused the transfers to occur. There were no transfers between Level 1, Level 2 and Level 3 during either of the six months ended July 4, 2015 or June 28, 2014. The following table represents the fair value hierarchy for our financial assets and financial liabilities measured at fair value on a recurring basis: Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) At July 4, 2015 : Cash equivalents: Money market funds $ $ $ — $ — Corporate bonds — — Municipal bonds — — Short-term investments: Municipal bonds — — U.S. government agency securities — — Corporate bonds — — Commercial paper — — Asset-backed securities — — Prepaid expenses and other assets: Foreign exchange contracts — — Long-term investments: Auction rate securities — — Other long-term assets: Investments included in our deferred compensation plan — — Marketable equity securities — — Other accrued liabilities: Foreign exchange contracts — — Contingent consideration (current and long-term portions) $ $ — $ — $ Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) At January 3, 2015 : Cash equivalents: Money market funds $ $ $ — $ — Commercial paper — — Corporate bonds — — Municipal bonds — — Short-term investments: Municipal bonds — — U.S. government agency securities — — Corporate bonds — — Commercial paper — — Asset-backed securities — — Prepaid expenses and other assets: Foreign exchange contracts — — Long-term investments: Auction rate securities — — Other long-term assets: Investments included in our deferred compensation plan — — Marketable equity securities — — Other accrued liabilities: Foreign exchange contracts — — Contingent consideration (current and long-term portions) $ $ — $ — $ 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. 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: Auction rate securities —Due to limited market activity the determination of fair value requires significant judgment and estimates. 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. Contingent liabilities —The fair value of the contingent consideration related to the acquisitions of Levitronix Medical, DuraHeart II and Apica requires significant management judgment and estimates. The fair value of each contingent consideration is re-measured at the end of each reporting period with the change in fair value recorded in operating expense on our condensed consolidated statements of operations. Actual amounts paid may differ from the obligations recorded. The fair value of the Levitronix Medical contingent consideration is calculated using the income approach, using various revenue assumptions and applying a probability to each scenario. The fair value of the DuraHeart II contingent consideration is calculated using the income approach, using various estimates, including probabilities of success, discount rate and the estimated amount of time until the conditions of the milestone payments are met. Refer to Note 2 for a discussion of the fair value of the contingent consideration associated with the Apica acquisition and further information regarding fair value measurements associated with the DuraHeart II acquisition. 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: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) At July 4, 2015 : Short-term investments: Municipal bonds $ $ $ ) $ U.S. government agency securities — ) Corporate bonds ) Commercial paper — — Asset-backed securities — — Total short-term investments $ $ $ ) $ Long-term investments: Auction rate securities $ $ — $ ) $ Other long-term assets: Marketable equity securities — ) Total long-term $ $ — $ ) $ At January 3, 2015 : Short-term investments: Municipal bonds $ $ $ ) $ U.S. government agency securities — ) Corporate bonds ) Commercial paper — — Asset-backed securities — ) Total short-term investments $ $ $ ) $ Long-term investments: Auction rate securities $ $ — $ ) $ Other long-term assets: Marketable equity securities — ) Total long-term $ $ — $ ) $ As of July 4, 2015, our marketable equity securities have been in a continuous unrealized loss position for more than twelve months. We believe that the decline in fair value of the marketable equity securities below our cost basis is temporary and we intend to retain the securities for a sufficient period of time to allow for recovery in the market value of these investments. 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 July 4, 2015 and January 3, 2015 was $6.4 million and $6.0 million, respectively. The unrealized gain before tax from the change in the value of the deferred compensation plan was not significant in the six months ended July 4, 2015 and June 28, 2014. The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows: Amortized Cost Fair Value (in thousands) At July 4, 2015 : Maturing within 1 year $ $ Maturing after 1 year through 5 years Short-term available-for-sale investments Maturing after 5 years $ $ The following table provides a roll forward of the fair value, as determined by Level 3 inputs, of the auction rate securities during the first six months of 2015: Auction Rate Securities (in thousands) Balance as of January 3, 2015 $ Unrealized holding loss on auction rate securities, included in other comprehensive income ) Balance as of July 4, 2015 $ 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 2015: Contingent Consideration (in thousands) Balance as of January 3, 2015 $ Payments ) Change in fair value Balance as of July 4, 2015 $ 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 at July 4, 2015 and January 3, 2015: Fair Value at July 4, 2015 (in thousands) Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Auction rate securities $ Discounted cash flow Discount rate % Market credit spread % Liquidity factor % Levitronix Medical Contingent consideration $ Multiple outcome discounted cash flow Revenue $30.0 million DuraHeart II Contingent consideration $ Multiple outcome discounted cash flow Milestone dates 2017 to 2026 Discount rate 5.26% to 25% Percent probabilities assigned to scenarios 5% to 67% Apica Contingent consideration $ Multiple outcome discounted cash flow Milestone dates 2016 to 2020 Discount rate % Percent probabilities assigned to scenarios 7.5% to 30% Fair Value at January 3, 2015 (in thousands) Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Auction rate securities $ Discounted cash flow Discount rate % Market credit spread % Liquidity factor % Levitronix Medical Contingent consideration $ Multiple outcome discounted cash flow Revenue $29.4 million for fiscal year 2015; $50.0 million for fiscal year 2014 DuraHeart II Contingent consideration $ Multiple outcome discounted cash flow Milestone dates 2017 to 2026 Discount rate 4.63% to 22.5% Percent probabilities assigned to scenarios 5% to 67% Apica Contingent consideration $ Multiple outcome discounted cash flow Milestone dates 2016 to 2020 Discount rate % Percent probabilities assigned to scenarios 7.5% to 30% Auction Rate Securities 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. 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. Contingent Consideration The fair values of contingent consideration are measured using projected payment dates, discount rates, probabilities of payments, and projected revenues (for revenue-based considerations). Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. 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 product development (including 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. The fair values of the contingent consideration are calculated on a quarterly basis by management based on a collaborative effort of our regulatory, research and development, operations, finance and accounting groups, as appropriate. 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 consolidated statements of operations. Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis Non-marketable equity investments and non-financial assets, such as goodwill, intangible assets, and property, plant, and equipment (measured at fair value if a write-down is recognized) are evaluated for impairment annually or when indicators of impairment exist. Non-financial assets such as identified intangible assets acquired in connection with our acquisitions are measured at fair value using Level 3 inputs, which include discounted cash flow methodologies, or similar techniques, when there is limited market activity and the determination of fair value requires significant judgment and estimates. 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 July 4, 2015 or June 28, 2014. |