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Financial Instruments
9 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
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 ECPTM expandable catheter pump technology. These potential milestone payments may be made, at the Company’s option, by a combination of cash or Company common stock. As of December 31, 2019, 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. For the clinical and regulatory milestone, probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers the 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. Projected revenues 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 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.