Cash Equivalents, Marketable Securities and Fair Value Measurements | Note 5. Cash Equivalents, Marketable Securities and Fair Value Measurements The Company classifies any marketable security with a maturity date of 90 days or less at the time of purchase as a cash equivalent. Cash equivalents are carried on the balance sheet at fair market value. The Company’s marketable securities, consisting of U.S. Treasuries, U.S. Government Agency, corporate debt securities, and commercial paper, are classified as available-for-sale securities and, accordingly, are recorded at fair value. The difference between amortized cost and fair value is included in stockholders’ equity. At September 30, 2018 and March 31, 2018, the Company’s financial instruments consisted primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these investments. The Company’s cash equivalents and marketable securities at September 30, 2018 and March 31, 2018 are classified on the balance sheet as follows: September 30, 2018 March 31, 2018 (in $000's) Cash equivalents $ 17,768 $ 22,595 Short-term marketable securities 334,064 319,274 Long-term marketable securities — 37,502 $ 351,832 $ 379,371 The Company’s cash equivalents and marketable securities at September 30, 2018 and March 31, 2018 are invested in the following: Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value (in $000's) September 30, 2018: Money market funds $ 17,768 $ — $ — $ 17,768 Short-term U.S. Treasury mutual fund securities 39,729 — (63 ) 39,666 Short-term government-backed securities 204,018 — (349 ) 203,669 Short-term corporate debt securities 54,477 — (54 ) 54,423 Short-term commercial paper 36,326 — (20 ) 36,306 $ 352,318 $ — $ (486 ) $ 351,832 Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value (in $000's) March 31, 2018: Money market funds $ 5,845 $ — $ — $ 5,845 Repurchase agreements 16,750 — — 16,750 Short-term U.S. Treasury mutual fund securities 18,132 — (29 ) 18,103 Short-term government-backed securities 212,255 3 (538 ) 211,720 Short-term corporate debt securities 52,737 — (161 ) 52,576 Short-term commercial paper 36,936 2 (63 ) 36,875 Long-term U.S. Treasury mutual fund securities 10,953 — (16 ) 10,937 Long-term government-backed securities 24,798 1 (12 ) 24,787 Long-term corporate debt securities 1,777 1 — 1,778 $ 380,183 $ 7 $ (819 ) $ 379,371 Fair Value Hierarchy Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Level 1 primarily consists of financial instruments whose values are based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3 is comprised of unobservable inputs that are supported by little or no market activity. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flows, or similar techniques, and at least one significant model assumption or input is unobservable. The following table presents the Company’s financial instruments recorded at fair value in the consolidated balance sheets, classified according to the three categories described above: Level 1 Level 2 Level 3 Total September 30, 2018: (in $000's) Assets Money market funds $ 17,768 $ — $ — $ 17,768 Short-term U.S. Treasury mutual fund securities — 39,666 — 39,666 Short-term government-backed securities — 203,669 — 203,669 Short-term corporate debt securities — 54,423 — 54,423 Short-term commercial paper — 36,306 — 36,306 Liabilities Contingent consideration — — 10,493 10,493 Level 1 Level 2 Level 3 Total March 31, 2018: (in $000's) Assets Money market funds $ 5,845 $ — $ — $ 5,845 Repurchase agreements — 16,750 — 16,750 Short-term U.S. Treasury mutual fund securities — 18,103 — 18,103 Short-term government-backed securities — 211,720 — 211,720 Short-term corporate debt securities — 52,576 — 52,576 Short-term commercial paper — 36,875 — 36,875 Long-term U.S. Treasury mutual fund securities — 10,937 — 10,937 Long-term government-backed securities — 24,787 — 24,787 Long-term corporate debt securities — 1,778 — 1,778 Liabilities Contingent consideration — — 10,490 10,490 The Company has determined that the estimated fair value of its money market funds are reported as Level 1 financial assets as they are valued at quoted market prices in active markets. The Company has determined that the estimated fair value of its investments in U.S. Treasury mutual fund securities, government-backed securities, corporate debt securities, repurchase agreements and commercial paper are reported as Level 2 financial assets as they are not exchange-traded instruments. The Company’s financial liabilities consisted of contingent consideration potentially payable related to the acquisition of ECP Entwicklungsgesellschaft mbH, (“ECP”) and AIS GmbH Aachen Innovative Solutions, (“AIS’), in July 2014. The Company acquired ECP for $13.0 million in cash, with additional potential payouts totaling $15.0 million based on the achievement of CE Mark approval in the European Union and a revenue-based milestone related to the development of the future Impella ECP TM robabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn out itself, the related projections, and the overall business. The r This liability is reported as Level 3 as the estimated fair value of the contingent consideration related to the acquisition of ECP requires significant management judgment or estimation and is calculated using the following valuation methods: Milestone Payment Fair Value at September 30, 2018 (in $000's) Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) Clinical and regulatory milestone $ 7,000 $ 5,767 Probability weighted income approach Projected fiscal year of milestone payments 2019 to 2022 Discount rate 3.9% to 4.2% Probability of occurrence Probability adjusted level of 40% for the base case scenario and 10% to 40% for various upside and downside scenarios Revenue-based milestone 8,000 4,726 Monte Carlo simulation model Projected fiscal year of milestone payments 2024 to 2035 Discount rate 15% Expected volatility for forecasted revenues 50% Probability of payment 79% $ 15,000 $ 10,493 The following table summarizes the change in fair value, as determined by Level 3 inputs, of the contingent consideration for the three and six months ended September 30, 2018 and 2017: For the Three Months Ended September 30, For the Six Months Ended September 30, 2018 2017 2018 2017 (in $000's) (in $000's) Level 3 liabilities, beginning balance $ 10,331 $ 9,418 $ 10,490 $ 9,153 Additions — — — — Payments — — — — Change in fair value 162 417 3 682 Level 3 liabilities, ending balance $ 10,493 $ 9,835 $ 10,493 $ 9,835 The change in fair value of the contingent consideration was primarily due to the impact of changes in interest rates, passage of time on the fair value measurement and the status of development of the underlying technology increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones could result in a significantly higher or lower fair value of the liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value in the Company’s consolidated statement of operations. There is no assurance that any of the conditions for the milestone payments will be met. |