Financial Instruments | Note 5. Financial Instruments Cash Equivalents, Marketable Securities The Company’s cash equivalents and marketable securities at December 31, 2019 and March 31, 2019 are classified on the balance sheet as follows: December 31, 2019 March 31, 2019 (in $000's) Cash equivalents $ 56,674 $ 80,089 Short-term marketable securities 309,569 370,677 Long-term marketable securities 167,981 21,718 $ 534,224 $ 472,484 The Company’s cash equivalents and marketable securities at December 31, 2019 and March 31, 2019 are invested in the following: Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value December 31, 2019: (in $000's) Money market funds $ 36,674 $ — $ — $ 36,674 Repurchase agreements 20,000 — — 20,000 Short-term U.S. Treasury mutual fund securities 37,158 23 — 37,181 Short-term government-backed securities 108,117 121 (11 ) 108,227 Short-term corporate debt securities 124,113 149 (4 ) 124,258 Short-term commercial paper 39,903 9 (9 ) 39,903 Long-term U.S. Treasury mutual fund securities 10,086 2 — 10,088 Long-term government-backed securities 71,963 46 (26 ) 71,983 Long-term corporate debt securities 85,348 562 — 85,910 $ 533,362 $ 912 $ (50 ) $ 534,224 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 Derivative Instruments In October 2019, the Company entered into an intercompany agreement in which it loaned 85.0 million Euro to its Abiomed Europe GMBH, its German subsidiary. In conjunction with this intercompany loan agreement, the Company entered into a cross-currency swap agreement to convert a notional amount of 85.0 million Euro equivalent to $93.5 million denominated intercompany loan into U.S. dollars. The objective of this cross-currency swap is to hedge the variability of cash flows related to the forecasted interest and principal payments on the Euro denominated fixed rate loan against changes in the exchange rate between the U.S. dollar and the Euro. Under the terms of this cross-currency swap contract, which has been designated as a cash flow hedge, the Company will make interest payments in Euro and receive interest in U.S. dollars. Upon the maturity of this contract, the Company will pay the principal amount of the loan in Euro and receive U.S. dollars from the counterparty. The cross-currency swap is carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in Accumulated Other Comprehensive Income (“AOCI”). The Company uses a foreign-exchange-related derivative instrument to manage its exposure related to changes in the exchange rate on its intercompany loan. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The following table summarizes the terms of the cross-currency swap agreement as of December 31, 2019 (dollar amounts in thousands): December 31, 2019 Effective Date Maturity Fixed Rate Aggregate Notional Amount Pay EUR October 15, October 15, 2.75% EUR 85,000 Receive U.S.$ 2019 2024 4.64% USD 93,457 The following table presents the notional amount and fair value of the Company’s derivative instrument as of December 31, 2019: December 31, 2019 Derivatives designated as hedging instruments under ASC 815 Balance Sheet classification Fair Value Cross-currency swap Other assets (long term liabilities) $ (3,278 ) The Company has structured its cross-currency swap agreement to be 100% effective and, as a result, there was no net impact to earnings resulting from hedge ineffectiveness. Changes in the fair value of the cross-currency swap designated as a hedging instrument that effectively offsets the variability of cash flows are reported in AOCI. These amounts subsequently are reclassified into the consolidated income statement in the same period in which the related hedged item affects earnings. For the three and nine months ended December 31, 2019, the Company recorded a $0.4 million in other income, net, included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. Contingent Consideration The Company’s contingent consideration consists of potentially payable amount 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 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 December 31, 2019 and March 31, 2019: Level 1 Level 2 Level 3 Total December 31, 2019: (in $000's) Assets Money market funds $ 36,674 $ — $ — $ 36,674 Repurchase agreements — 20,000 — 20,000 Short-term U.S. Treasury mutual fund securities — 37,181 — 37,181 Short-term government-backed securities — 108,227 — 108,227 Short-term corporate debt securities — 124,258 — 124,258 Short-term commercial paper — 39,903 — 39,903 Long-term U.S. Treasury mutual fund securities 10,088 — 10,088 Long-term government-backed securities — 71,983 — 71,983 Long-term corporate debt securities — 85,910 — 85,910 Investment in Shockwave Medical 73,735 — — 73,735 Liabilities Cross-currency swap agreement — 3,278 — 3,278 Contingent consideration — — 10,440 10,440 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, commercial paper and cross-currency rate swap 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 contingent consideration 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 December 31, 2019 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) (in $000's) Clinical and regulatory milestone $ 7,000 $ 5,617 Probability weighted income approach Projected fiscal year of milestone payments 2021 to 2023 Discount rate 2.84% to 2.86% 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 4,823 Monte Carlo simulation model Projected fiscal year of milestone payments 2025 to 2035 Discount rate 18% Expected volatility for forecasted revenues 50% Probability of payment (risk-neutral) 73.8% $ 15,000 $ 10,440 The following table summarizes the change in fair value, as determined by Level 3 inputs, of the contingent consideration for the three and nine months ended December 31, 2019 and 2018: For the Three Months Ended December 31, For the Nine Months Ended December 31, 2019 2018 2019 2018 (in $000's) Beginning balance $ 10,236 $ 10,331 $ 9,575 $ 10,490 Additions — — — — Payments — — — — Change in fair value 204 252 865 93 Ending balance $ 10,440 $ 10,583 $ 10,440 $ 10,583 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 . |