Financial Instruments | Note 6. Financial Instruments Cash Equivalents, Marketable Securities The Company’s cash equivalents and marketable securities at June 30, 2021 and March 31, 2021 are invested in the following: Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value June 30, 2021 (in $000's) Money market funds $ 45,996 $ — $ — $ 45,996 Repurchase agreements 47,000 — — 47,000 Total cash equivalents 92,996 — — 92,996 Short-term U.S. Treasury mutual fund securities 110,826 12 (9 ) 110,829 Short-term government-backed securities 89,954 15 (5 ) 89,964 Short-term corporate debt securities 101,488 320 (5 ) 101,803 Short-term commercial paper 44,986 1 (6 ) 44,981 Total short-term marketable securities 347,254 348 (25 ) 347,577 Long-term U.S. Treasury mutual fund securities 20,402 — (9 ) 20,393 Long-term government-backed securities 224,785 110 (141 ) 224,754 Long-term corporate debt securities 36,178 481 (30 ) 36,629 Total long-term marketable securities 281,365 591 (180 ) 281,776 $ 721,615 $ 939 $ (205 ) $ 722,349 Amortized Gross Unrealized Gross Unrealized Fair Market Cost Gains Losses Value March 31, 2021: (in $000's) Money market funds $ 124,297 $ — $ — $ 124,297 Repurchase agreements 33,000 — — 33,000 Total cash equivalents 157,297 — — 157,297 Short-term U.S. Treasury mutual fund securities 72,221 28 — 72,249 Short-term government-backed securities 128,668 13 (12 ) 128,669 Short-term corporate debt securities 104,253 581 (2 ) 104,832 Short-term commercial paper 45,237 1 (3 ) 45,235 Total short-term marketable securities 350,379 623 (17 ) 350,985 Long-term government-backed securities 225,231 190 (37 ) 225,384 Long-term corporate debt securities 38,091 630 (20 ) 38,701 Total long-term marketable securities 263,322 820 (57 ) 264,085 770,998 1,443 (74 ) 772,367 Gross realized gains and losses on sales of our marketable securities were not material for the three months ended June 30, 2021 and 2020. 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 $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 (loss) income. 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 June 30, 2021 (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 June 30, 2021: Derivatives designated as hedging instruments under ASC 815 Balance Sheet classification June 30, 2021 March 31, 2021 Cross-currency swap Other long-term liabilities $ 5,559 $ 4,298 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 (loss) income. These amounts subsequently are reclassified into the consolidated statements of operations in the same period in which the related hedged item affects earnings. The change of fair value of the cross-currency swap during the first quarter of fiscal year 2022 was mainly due to the fluctuations of the Euro to the U.S. dollar exchange rates. For both the three months ended June 30, 2021 and 2020, the Company recorded income related to the interest rate differential of the cross-currency swap of $0.4 million, in other income, included in the condensed consolidated statements of operations. 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 statements 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: June 30, 2021 March 31, 2021 (in $000's) ECP $ 10,677 $ 10,306 Breethe 14,900 14,400 $ 25,577 $ 24,706 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% to 16%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to be 71%) and projected revenues, which are based on the Company’s most recent internal operational budgets and long-range strategic plans. Breethe, Inc. 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 riskiness of 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% 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 most recent internal operational budgets 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: Level 1 Level 2 Level 3 Total June 30, 2021 (in $000's) Assets Money market funds $ 45,996 $ — $ — $ 45,996 Repurchase agreements — 47,000 — 47,000 Short-term U.S. Treasury mutual fund securities — 110,829 — 110,829 Short-term government-backed securities — 89,964 — 89,964 Short-term corporate debt securities — 101,803 — 101,803 Short-term commercial paper — 44,981 — 44,981 Long-term U.S. Treasury mutual fund securities — 20,393 — 20,393 Long-term government-backed securities — 224,754 — 224,754 Long-term corporate debt securities — 36,629 — 36,629 Investment in Shockwave Medical 56,303 — — 56,303 Liabilities Contingent consideration — — 25,577 25,577 Cross-currency swap agreement — 5,559 — 5,559 Level 1 Level 2 Level 3 Total March 31, 2021 (in $000's) Assets Money market funds $ 124,297 $ — $ — $ 124,297 Repurchase agreements — 33,000 — 33,000 Short-term U.S. Treasury mutual fund securities — 72,249 — 72,249 Short-term government-backed securities — 128,669 — 128,669 Short-term corporate debt securities — 104,832 — 104,832 Short-term commercial paper — 45,235 — 45,235 Long-term government-backed securities — 225,384 — 225,384 Long-term corporate debt securities — 38,701 — 38,701 Investment in Shockwave Medical 38,655 — — 38,655 Liabilities Cross currency swap agreement — 4,298 — 4,298 Contingent consideration — — 24,706 24,706 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 sheets. 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. Level 3 Financial Liabilities 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 months ended June 30, 2021: (in $000's) Balance, March 31, 2021 $ 24,706 Additions — Change in fair value 871 Balance, June 30, 2021 $ 25,577 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. Information About Uncertainty of Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value of the Company’s contingent consideration are the discount rate and forecasted financial information. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a significantly higher (lower) fair value measurement. As of June 30, 2021 and March 31, 2021, the present value of expected payments related to the Company’s contingent consideration was $25.6 million and $24.7 million, respectively. The undiscounted value of the payments, assuming that all contingencies are met, would be $70.0 |