Cash Equivalents, Marketable Securities and Fair Value Measurements | Note 5. Cash Equivalents, Marketable Securities and Fair Value Measurements The Company’s cash equivalents and marketable securities at September 30, 2019 and March 31, 2019 are classified on the balance sheet as follows: September 30, 2019 March 31, 2019 (in $000's) Cash equivalents $ 73,694 $ 80,089 Short-term marketable securities 295,041 370,677 Long-term marketable securities 106,025 21,718 $ 474,760 $ 472,484 The Company’s cash equivalents and marketable securities at September 30, 2019 and March 31, 2019 are invested in the following: Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value September 30, 2019: (in $000's) Money market funds $ 53,694 $ — $ — $ 53,694 Repurchase agreements 20,000 — — 20,000 Short-term U.S. Treasury mutual fund securities 28,012 39 — 28,051 Short-term government-backed securities 124,117 129 (24 ) 124,222 Short-term corporate debt securities 92,865 183 — 93,048 Short-term commercial paper 49,230 29 (4 ) 49,255 Long-term U.S. Treasury mutual fund securities 6,964 6 — 6,970 Long-term government-backed securities 43,898 28 (18 ) 43,908 Long-term corporate debt securities 55,127 486 (1 ) 55,612 $ 473,907 $ 900 $ (47 ) $ 474,760 Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value March 31, 2019: (in $000's) Money market funds $ 60,089 $ — $ — $ 60,089 Repurchase agreements 20,000 — — 20,000 Short-term U.S. Treasury mutual fund securities 58,786 13 (12 ) 58,787 Short-term government-backed securities 126,336 60 (15 ) 126,381 Short-term corporate debt securities 128,626 97 (9 ) 128,714 Short-term commercial paper 56,780 16 (1 ) 56,795 Long-term corporate debt securities 21,529 189 — 21,718 $ 472,146 $ 375 $ (37 ) $ 472,484 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 tables presents the Company’s fair value hierarchy for its financial instruments measured at fair value as of September 30, 2019 and March 31, 2019: Level 1 Level 2 Level 3 Total September 30, 2019: (in $000's) Assets Money market funds $ 53,694 $ — $ — $ 53,694 Repurchase agreements — 20,000 — 20,000 Short-term U.S. Treasury mutual fund securities — 28,051 — 28,051 Short-term government-backed securities — 124,222 — 124,222 Short-term corporate debt securities — 93,048 — 93,048 Short-term commercial paper — 49,255 — 49,255 Long-term U.S. Treasury mutual fund securities 6,970 — 6,970 Long-term government-backed securities — 43,908 — 43,908 Long-term corporate debt securities — 55,612 — 55,612 Investment in Shockwave Medical 50,248 — — 50,248 Liabilities Contingent consideration — — 10,236 10,236 Level 1 Level 2 Level 3 Total March 31, 2019: (in $000's) Assets Money market funds $ 60,089 $ — $ — $ 60,089 Repurchase agreements — 20,000 — 20,000 Short-term U.S. Treasury mutual fund securities — 58,787 — 58,787 Short-term government-backed securities — 126,381 — 126,381 Short-term corporate debt securities — 128,714 — 128,714 Short-term commercial paper — 56,795 — 56,795 Long-term corporate debt securities — 21,718 — 21,718 Investment in Shockwave Medical 56,195 — — 56,195 Liabilities Contingent consideration — — 9,575 9,575 The Company has determined that the estimated fair value of its money market funds and its investment in Shockwave Medical, a publicly traded medical device company, are reported as Level 1 financial assets as they are valued at quoted market prices in active markets. The investment in Shockwave Medical is classified within other assets in the consolidated balance sheet. The Company has determined that the estimated fair value of its repurchase agreements, U.S. Treasury mutual fund securities, government-backed securities, corporate debt securities and commercial paper are reported as Level 2 financial assets as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset. The Company’s financial liabilities consisted of contingent consideration potentially payable related to the acquisition of ECP Entwicklungsgesellschaft mbH, or ECP, and AIS GmbH Aachen Innovative Solutions, or AIS, in July 2014. The Company acquired ECP and AIS 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 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, 2019 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) (in $000's) Clinical and regulatory milestone $ 7,000 $ 5,544 Probability weighted income approach Projected fiscal year of milestone payments 2021 to 2023 Discount rate 3.1% to 3.3% Probability of occurrence Probability adjusted level of 45% for the base case scenario and 15% to 40% for various downside and upside scenarios Revenue-based milestone 8,000 4,692 Monte Carlo simulation model Projected fiscal year of milestone payments 2025 to 2035 Discount rate 17% Expected volatility for forecasted revenues 50% Probability of payment (risk-neutral) 73% $ 15,000 $ 10,236 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, 2019 and 2018: For the Three Months Ended September 30, For the Six Months Ended September 30, 2019 2018 2019 2018 (in $000's) Beginning balance $ 9,931 $ 10,331 $ 9,575 $ 10,490 Additions — — — — Payments — — — — Change in fair value 305 162 661 3 Ending balance $ 10,236 $ 10,493 $ 10,236 $ 10,493 The change in fair value of the contingent consideration was primarily due to estimates related to development timelines and the passage of time on the fair value measurement of milestones. Adjustments associated with the change in fair value of contingent consideration are included in research and development expenses in the Company’s consolidated statements of operations. Significant 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 reflected in the Company’s consolidated statement of operations. There is no assurance that any of the conditions for the milestone payments will be met . |