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Cash Equivalents, Marketable Securities and Fair Value Measurements
9 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
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 ECPTM expandable catheter pump technology. These potential milestone payments may be made, at the Company’s option, by a combination of cash or ABIOMED common stock. 

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.