Fair Value of Financial Instruments

6 Months Ended

Sep. 24, 2016

Fair Value of Financial Instruments [Abstract]

4. Fair Value of Financial Instruments

The Company has determined that the only assets and liabilities in the Company’s financial statements that are required to be measured at fair value on a recurring basis are the Company’s cash equivalents, investment portfolio, pension plan assets / liabilities and contingent consideration. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).



	•	Level 1 - Quoted prices in active markets for identical assets or liabilities.
	•	Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	•	Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s cash equivalents and investment portfolio assets consist of corporate debt securities, money market funds, and commercial paper and are reflected on our consolidated condensed balance sheets under the headings cash and cash equivalents, marketable securities, and long-term marketable securities. The Company determines the fair value of its investment portfolio assets by obtaining non-binding market prices from its third-party portfolio managers on the last day of the quarter, whose sources may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value.

In connection with one of the Company’s second quarter fiscal year 2016 acquisitions, the Company reported contingent consideration based upon achievement of certain milestones. This liability is classified as Level 3 and valued using a discounted cash flow model. The assumptions used in preparing the discounted cash flow include discount rate estimates and cash flow amounts. See additional details below.

The Company’s long-term revolving facility, described in Note 7, bears interest at a base rate plus applicable margin or LIBOR plus applicable margin. As of September 24, 2016, the fair value of the Company’s long-term revolving facility approximates carrying value.

As of September 24, 2016 and March 26, 2016, the Company classified all of its investment portfolio and pension plan assets and liabilities as Level 1 or Level 2 assets and liabilities. The only Level 3 liability is the contingent consideration described above and below. The Company has no Level 3 assets. There were no transfers between Level 1, Level 2, or Level 3 measurements for the six months ending September 24, 2016.

The following summarizes the fair value of our financial instruments, exclusive of pension plan assets and liabilities, at September 24, 2016, (in thousands):



	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	79,869	$	-	$	-	$	79,869

Available-for-sale securities
Corporate debt securities	$	-	$	32,001	$	-	$	32,001
Commercial paper		-		86,090		-		86,090
	$	-	$	118,091	$	-	$	118,091

Liabilities:
Other accrued liabilities
Contingent consideration	$	-	$	-	$	1,227	$	1,227
Other long-term liabilities
Contingent consideration	$	-	$	-	$	4,524	$	4,524

The following summarized the fair value of our financial instruments at March 26, 2016, exclusive of pension plan assets and liabilities (in thousands):



	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	79,256	$	-	$	-	$	79,256

Available-for-sale securities
Corporate debt securities	$	-	$	81,213	$	-	$	81,213

Liabilities:
Other accrued liabilities
Contingent consideration	$	-	$	-	$	4,709	$	4,709
Other long-term liabilities
Contingent consideration	$	-	$	-	$	4,359	$	4,359

Contingent consideration

The following summarizes the fair value of the liability for contingent consideration at September 24, 2016:



		Maximum Value if Milestones Achieved (in thousands)	Estimated Discount Rate (%)		Fair Value (in thousands)
Tranche A - 18 month earn out period	$	5,000	7.0	$	1,227
Tranche B - 30 month earn out period		5,000	7.7		4,524
	$	10,000		$	5,751

The valuation of contingent consideration was initially based on a weighted-average discounted cash flow model. The fair value is reviewed and estimated on a quarterly basis based on the probability of achieving defined milestones and current interest rates. Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration could result in a significantly lower or higher fair value. An increase or decrease in the probability of achieving certain milestones within the earn out period would be accompanied by a directionally similar change in the fair value of the recorded liability. A change in discount rate would be accompanied by a directionally opposite change in fair value. Changes in the fair value of the recorded liability are reported in research and development expense in the consolidated condensed statements of income. In the current fiscal quarter, changes in milestone estimates in Tranche A above occurred following the review of product shipment forecasts within the earn out period. The revised estimates reduced the fair value of the liability as of September 24, 2016 as shown in the table below.

	Six Months Ended
	September 24,
	2016
	(in thousands)
Beginning balance	$	9,068
Adjustment to estimates (research and development expense)		(3,566)
Fair value charge recognized in earnings (research and development expense)		249
Ending balance	$	5,751

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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