Cash Equivalents, Marketable Securities and Fair Value Measurements | Note 6. Cash Equivalents, Marketable Securities and Fair Value Measurements The Company’s cash equivalents and marketable securities at December 31, 2020 and March 31, 2020 are invested in the following: Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value December 31, 2020 (in $000's) Money market funds $ 82,579 $ — $ — $ 82,579 Repurchase agreements 33,000 — — 33,000 Total cash equivalents 115,579 — — 115,579 Short-term U.S. Treasury mutual fund securities 77,718 16 — 77,734 Short-term government-backed securities 90,002 48 (3 ) 90,047 Short-term corporate debt securities 88,897 733 — 89,630 Short-term commercial paper 48,026 1 (4 ) 48,023 Total short-term marketable securities 304,643 798 (7 ) 305,434 Long-term government-backed securities 251,297 356 (1 ) 251,652 Long-term corporate debt securities 48,724 940 (1 ) 49,663 Total long-term marketable securities 300,021 1,296 (2 ) 301,315 $ 720,243 $ 2,094 $ (9 ) $ 722,328 Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value March 31, 2020: (in $000's) Money market funds $ 115,019 $ — $ — $ 115,019 Repurchase agreements 20,000 — — 20,000 Total cash equivalents 135,019 — — 135,019 Short-term U.S. Treasury securities 42,236 412 — 42,648 Short-term government-backed securities 67,594 401 — 67,995 Short-term corporate debt securities 107,290 94 (83 ) 107,301 Short-term commercial paper 32,757 74 — 32,831 Total short-term marketable securities 249,877 981 (83 ) 250,775 Long-term government-backed securities 90,911 153 — 91,064 Long-term corporate debt securities 116,110 851 (230 ) 116,731 Total long-term marketable securities 207,021 1,004 (230 ) 207,795 $ 591,917 $ 1,985 $ (313 ) $ 593,589 Derivative Instruments In October 2019, the Company entered into an intercompany agreement in which it loaned 85.0 million Euro to 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 a $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 (loss). 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, 2020 (dollar amounts in thousands): Effective Date Maturity Fixed Rate Aggregate Notional Amount (in $000's) Pay EUR October 15, October 15, 2.75% EUR 85,000 Receive U.S.$ 2019 2024 4.64% USD 93,457 The following table presents the fair value of the Company’s derivative instrument as of December 31, 2020: Derivatives designated as hedging instruments under ASC 815 Balance Sheet classification Fair Value Cross-currency swap Other assets (long-term liabilities) $ (8,323 ) 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 are designated as a hedging instrument that effectively offsets the variability of cash flows are reported in accumulated other comprehensive income (loss). These amounts subsequently are reclassified into the consolidated income statement in the same period in which the related hedged item affects earnings. The change of fair value of the cross-currency swap during the second quarter for fiscal year 2021 was mainly due to the appreciation of the Euro against the U.S. dollar. For the three and nine months ended December 31, 2020, the Company recorded income of $0.5 million and $1.2 million, respectively, in other income, net, included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. Contingent Consideration Contingent consideration represents potential milestones that the Company may pay as additional consideration related to acquired businesses. The Company has contingent consideration potentially payable related to the acquisition of ECP Entwicklungsgesellschaft mbH (“ECP”) in July 2014 and the acquisition of Breethe in April 2020. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value reflected within research and development expenses in the Company’s consolidated statement of operations. Significant increases or decreases in any valuation assumptions, including 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 contingent consideration liability. There is no assurance that any of the conditions for the milestone payments will be met. The components of contingent consideration liability are as follows: December 31, 2020 March 31, 2020 (in $000's) ECP $ 10,516 $ 9,000 Breethe 14,800 — $ 25,316 $ 9,000 ECP In July 2014, the Company acquired ECP and AIS GmbH Aachen Innovative Solutions (“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 The Company used a combination of an income approach, based on various revenue and cost assumptions and applying a probability to each outcome and a Monte-Carlo valuation model, both of which consider significant unobservable inputs. For the clinical and regulatory milestone, probabilities 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 revenue-based milestone is valued using a Monte-Carlo valuation model, which simulates estimated future revenues during the earn out-period using management’s best estimates. Key unobservable inputs include the discount rate used to present value the projected revenues and cash flows (ranging from 1.3% to 16%), the probability of achieving the various technical, regulatory and commercial milestones (probability adjusted base case estimated range of 40% to 68%) and projected revenues, which are based on the Company’s operational forecasts and long-range strategic plans Breethe In April 2020, the Company acquired Breethe for $55.0 million in cash, with additional potential payouts up to a maximum of $55.0 million payable based on the achievement of certain technical, regulatory and commercial milestones. The Company used a combination of an income approach, based on various revenue and cost assumptions and applying a probability to each outcome and a Monte-Carlo valuation model, both of which consider significant unobservable inputs. For the regulatory milestones, probabilities 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 earn out itself, the related projections, and the overall business. The commercial milestones are valued using a Monte-Carlo valuation model, which simulates estimated future revenues during the earn out-period using management’s best estimates. Key unobservable inputs include the discount rates used to present value the projected revenues and cash flows (ranging from 1.4% to 16%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to range from 25% to 75%) and projected revenues, which are based on the Company’s operational forecasts and long-range strategic plans. 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 present the Company’s fair value hierarchy for its financial instruments measured at fair value as of December 31, 2020 and March 31, 2020: Level 1 Level 2 Level 3 Total December 31, 2020 (in $000's) Assets Money market funds $ 82,579 $ — $ — $ 82,579 Repurchase agreements — 33,000 — 33,000 Short-term government-backed securities — 90,047 — 90,047 Short-term corporate debt securities — 89,630 — 89,630 Short-term commercial paper — 48,023 — 48,023 Short-term U.S. Treasury mutual fund securities — 77,734 — 77,734 Long-term government-backed securities — 251,652 — 251,652 Long-term corporate debt securities — 49,663 — 49,663 Investment in Shockwave Medical 30,779 — — 30,779 Liabilities Contingent consideration — — 25,316 25,316 Cross-currency swap agreement — 8,323 — 8,323 Level 1 Level 2 Level 3 Total March 31, 2020 (in $000's) Assets Money market funds $ 115,019 $ — $ — $ 115,019 Repurchase agreements — 20,000 — 20,000 Short-term U.S. Treasury securities — 42,648 — 42,648 Short-term government-backed securities — 67,995 — 67,995 Short-term corporate debt securities — 107,301 — 107,301 Short-term commercial paper — 32,831 — 32,831 Long-term government-backed securities — 91,064 — 91,064 Long-term corporate debt securities — 116,731 — 116,731 Cross currency swap agreement — 3,786 — 3,786 Investment in Shockwave Medical 55,704 — — 55,704 Liabilities Contingent consideration — — 9,000 9,000 The Company has determined that the estimated fair value of its money market funds and its investment in Shockwave Medical, Inc. (“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 and cross-currency swap agreement 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. This contingent consideration liability is reported as Level 3 as the estimated fair value of the contingent consideration related to the acquisitions of ECP and Breethe require significant management judgment or estimation and is calculated as described above. 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, 2020 and 2019: For the Three Months Ended December 31, For the Nine Months Ended December 31, 2020 2019 2020 2019 (in $000's) Beginning balance $ 24,417 $ 10,236 $ 9,000 $ 9,575 Additions — — 13,300 — Change in fair value 899 204 3,016 865 Ending balance $ 25,316 $ 10,440 $ 25,316 $ 10,440 The change in fair value of the contingent consideration was primarily due to the addition of contingent consideration related to the Breethe acquisition and the passage of time impact on fair value measurements. |