XML 23 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments
9 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Financial Instruments

Note 6. Financial Instruments

Cash Equivalents and Marketable Securities

 

 

The Company’s cash equivalents and marketable securities at December 31, 2021 and March 31, 2021 are invested in the following:

 

 

 

 

Amortized

 

 

Gross

Unrealized

 

 

Gross

Unrealized

 

 

Fair Market

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

December 31, 2021

 

(in thousands)

 

Money market funds

 

$

61,245

 

 

$

 

 

$

(2

)

 

$

61,243

 

Repurchase agreements

 

 

10,000

 

 

 

 

 

 

 

 

 

10,000

 

Total cash equivalents

 

 

71,245

 

 

 

 

 

 

(2

)

 

 

71,243

 

Short-term U.S. Treasury mutual fund securities

 

 

143,488

 

 

 

1

 

 

 

(101

)

 

 

143,388

 

Short-term government-backed securities

 

 

126,586

 

 

 

1

 

 

 

(88

)

 

 

126,499

 

Short-term corporate debt securities

 

 

63,549

 

 

 

233

 

 

 

(21

)

 

 

63,761

 

Short-term commercial paper

 

 

191,373

 

 

 

4

 

 

 

(59

)

 

 

191,318

 

Total short-term marketable securities

 

 

524,996

 

 

 

239

 

 

 

(269

)

 

 

524,966

 

Long-term U.S. Treasury mutual fund securities

 

 

128,705

 

 

 

 

 

 

(357

)

 

 

128,348

 

Long-term government-backed securities

 

 

114,681

 

 

 

1

 

 

 

(725

)

 

 

113,957

 

Long-term corporate debt securities

 

 

20,435

 

 

 

 

 

 

(105

)

 

 

20,330

 

Total long-term marketable securities

 

 

263,821

 

 

 

1

 

 

 

(1,187

)

 

 

262,635

 

Total cash equivalents and marketable securities

 

$

860,062

 

 

$

240

 

 

$

(1,458

)

 

$

858,844

 

 

 

 

Amortized

 

 

Gross

Unrealized

 

 

Gross

Unrealized

 

 

Fair Market

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

March 31, 2021:

 

(in thousands)

 

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

 

Total cash equivalents and marketable securities

 

 

770,998

 

 

 

1,443

 

 

 

(74

)

 

 

772,367

 

 

Gross realized gains and losses on sales of marketable securities were not material for the three and nine months ended December 31, 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 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 December 31, 2021 (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Date

 

Maturity

 

Fixed Rate

 

 

Aggregate Notional Amount

 

Pay EUR

October 15, 2019  

 

 

October 15, 2024  

 

 

2.75%

 

 

 

EUR 85,000

 

Receive U.S.$

 

 

4.64%

 

 

 

USD 93,457

 

 

The following table presents the fair value of the Company’s derivative instrument (in thousands):

 

Derivatives designated as hedging instruments under ASC 815

 

Balance Sheet classification

 

December 31, 2021

 

 

March 31, 2021

 

Cross-currency swap

 

Other long-term liabilities

 

$

2,131

 

 

$

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 and are reported in accumulated other comprehensive 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 in fair value of the cross-currency swap during the three and nine months ended December 31, 2021 was mainly due to fluctuations in the Euro to the U.S. dollar exchange rates.

For the three and nine months ended December 31, 2021, the Company recorded income related to the interest rate differential of the cross-currency swap of $0.4 million and $1.2 million, respectively in other (loss) income, net, within the condensed consolidated statements of operations. For the three and nine months ended December 31, 2020, the Company recorded income related to the interest rate differential of the cross-currency swap of $0.5 million and $1.2 million, respectively in other (loss) income, net, within the condensed consolidated statements of operations.

 

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 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 assets and liabilities measured at fair value on a recurring basis:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

December 31, 2021

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

61,243

 

 

$

 

 

$

 

 

$

61,243

 

Repurchase agreements

 

 

 

 

 

10,000

 

 

 

 

 

 

10,000

 

Short-term U.S. Treasury mutual fund securities

 

 

 

 

 

143,388

 

 

 

 

 

 

143,388

 

Short-term government-backed securities

 

 

 

 

 

126,499

 

 

 

 

 

 

126,499

 

Short-term corporate debt securities

 

 

 

 

 

63,761

 

 

 

 

 

 

63,761

 

Short-term commercial paper

 

 

 

 

 

191,318

 

 

 

 

 

 

191,318

 

Long-term U.S. Treasury mutual fund securities

 

 

 

 

 

128,348

 

 

 

 

 

 

128,348

 

Long-term government-backed securities

 

 

 

 

 

113,957

 

 

 

 

 

 

113,957

 

Long-term corporate debt securities

 

 

 

 

 

20,330

 

 

 

 

 

 

20,330

 

Investment in Shockwave Medical

 

 

52,920

 

 

 

 

 

 

 

 

 

52,920

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross-currency swap agreement

 

 

 

 

 

2,131

 

 

 

 

 

 

2,131

 

Contingent consideration

 

 

 

 

 

 

 

 

21,539

 

 

 

21,539

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

March 31, 2021

 

(in thousands)

 

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 condensed 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 and liabilities 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 or liability.

The Company evaluates transfers between fair value levels at the end of each reporting period. There were no transfers of assets or liabilities between fair value levels during the nine months ended December 31, 2021.

Level 3 Assets and Liabilities

Other Investments

The Company periodically makes investments in medical device companies that focus on heart failure and heart pumps and other medical device technologies. The Company measures these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment. The Company monitors any events or changes in circumstances that may have a significant effect on the fair value of investments, either due to impairment or based on observable price changes and records adjustments as needed.

The Company’s other investments are classified as a Level 3 assets and are not included in the fair value table above. The carrying value of the Company’s portfolio of other investments and the change in the balance for the nine months ended December 31, 2021 are as follows:

 

 

 

 

 

 

 

 

(in thousands)

 

Balance, March 31, 2021

 

$

62,995

 

Additions

 

 

7,067

 

Change in investment upon acquisition (Note 3)

 

 

(11,443

)

Balance, December 31, 2021

 

$

58,619

 

 

Contingent Consideration

Contingent consideration represents potential milestones that the Company may pay as additional consideration related to the acquisition of ECP Entwicklungsgesellschaft mbH (“ECP”) in July 2014 and the acquisition of Breethe in April 2020. Changes in fair value of contingent consideration are reflected within research and development expenses in the Company’s condensed consolidated statements of operations. There is no assurance that any of the conditions for the milestone payments will be met.

The components of contingent consideration are as follows:

 

 

 

December 31, 2021

 

 

March 31, 2021

 

 

 

(in thousands)

 

ECP

 

$

11,239

 

 

$

10,306

 

Breethe

 

 

10,300

 

 

 

14,400

 

Total contingent consideration

 

$

21,539

 

 

$

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 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 uses a combination of an income approach, based on various revenue and cost assumptions and applies a probability to each outcome and a Monte-Carlo valuation model, both of which consider significant unobservable inputs. Probabilities are applied to the clinical and regulatory milestones, for each potential scenario and the resulting values are 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 1.8% to 2.2%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to range from 15% to 80%) and projected revenues, which are based on the Company’s most recent internal operational budgets 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 uses a combination of an income approach, based on various revenue and cost assumptions and applies a probability to each outcome and a Monte-Carlo valuation model, both of which consider significant unobservable inputs. For the regulatory milestones, probabilities are applied to each potential scenario and the resulting values are 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 1.7% to 2.3%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to range from 15% to 75%) and projected revenues, which are based on the Company’s most recent internal operational budgets and long-range strategic plans.

Contingent consideration is classified as a Level 3 liability as the estimated fair value of the contingent consideration related to the acquisitions of ECP and Breethe require significant management judgment or estimation.

The following table summarizes the change in fair value, as determined by Level 3 inputs of the contingent consideration for the nine months ended December 31, 2021:

 

 

 

(in thousands)

 

Balance, March 31, 2021

$

24,706

 

Payment of Breethe contingent consideration at acquisition date fair value

 

(2,334

)

Change in fair value

 

(833

)

Balance, December 31, 2021

$

21,539

 

 

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.

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 December 31, 2021 and March 31, 2021, the present value of expected payments related to the Company’s contingent consideration was $21.5 million and $24.7 million, respectively. The undiscounted value of the payments, assuming that all contingencies are met, would be $67.5 million as of December 31, 2021.