Note 8. Investments, Forward Contracts and Fair Value Measurements

Available-For-Sale Investments

The following table presents the Company’s available-for-sale securities as of March 30, 2019 (in millions):



	Amortized Cost/ Carrying Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale debt securities:
U.S. treasuries	$	1.5	$	—	$	—		$	1.5
U.S. agencies	3.5		—		—			3.5
Municipal bonds and sovereign debt instruments	1.7		—		—			1.7
Asset-backed securities	3.9		—		(0.4		)	3.5
Corporate securities	16.1		—		(0.1		)	16.0
Total available-for-sale debt securities	$	26.7	$	—	$	(0.5	)	$	26.2

The Company generally classifies debt securities as available-for-sale and as cash equivalents, short-term investments or other non-current assets based on the stated maturities; however, certain securities with stated maturities of longer than twelve months which are highly liquid and available to support current operations are also classified as short-term investments. As of March 30, 2019, of the total estimated fair value, $25.6 million was classified as short-term investments and $0.6 million was classified as other non-current assets.

In addition to the amounts presented above, the Company’s short-term investments classified as trading securities related to the deferred compensation plan as of March 30, 2019, were $1.5 million, of which $0.4 million was invested in debt securities, $0.4 million was invested in money market instruments and funds and $0.7 million was invested in equity securities. Trading securities are reported at fair value, with the unrealized gains or losses resulting from changes in fair value recognized in the Company’s Consolidated Statements of Operations as a component of interest and other income, net.

During the three and nine months ended March 30, 2019 and March 31, 2018, the Company recorded no other-than-temporary impairment charges in each respective period.

The following table presents contractual maturities of the Company’s debt securities classified as available-for-sale as of March 30, 2019, (in millions):



	Amortized Cost/ Carrying Cost		Estimated Fair Value
Amounts maturing in less than 1 year	$	20.2	$	20.1
Amounts maturing in 1 - 5 years	5.6		5.5
Amounts maturing in more than 5 years	0.9		0.6
Total debt available-for-sale securities	$	26.7	$	26.2

The following table presents the Company’s available-for-sale securities as of June 30, 2018, (in millions):



	Amortized Cost/ Carrying Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
U.S. treasuries	$	36.0	$	—	$	(0.1	)	$	35.9
U.S. agencies	13.3		—		(0.1		)	13.2
Municipal bonds and sovereign debt instruments	2.7		—		—			2.7
Asset-backed securities	23.9		—		(0.4		)	23.5
Corporate securities	114.9		—		(0.6		)	114.3
Total available-for-sale securities	$	190.8	$	—	$	(1.2	)	$	189.6

As of June 30, 2018, of the total estimated fair value, $21.2 million was classified as cash equivalents, $167.7 million was classified as short-term investments and $0.7 million was classified as other non-current assets.

In addition to the amounts presented above, as of June 30, 2018, the Company’s short-term investments classified as trading securities, related to the deferred compensation plan, were $1.6 million, of which $0.4 million was invested in debt securities, $0.3 million was invested in money market instruments and funds and $0.9 million was invested in equity securities. Trading securities are reported at fair value, with the unrealized gains or losses resulting from changes in fair value recognized in the Company’s Consolidated Statements of Operations as a component of interest and other income, net.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are, inputs which market participants would use in valuing an asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs, which reflect the assumptions market participants would use in valuing an asset or liability.

The Company’s cash and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy based on quoted prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.


•	Level 1: includes financial instruments for which quoted market prices for identical instruments are available in active markets. Level 1 assets of the Company include money market funds, U.S. Treasury securities and marketable equity securities as they are traded with sufficient volume and frequency of transactions.

•

Level 2: includes financial instruments for which the valuations are based on 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 data for substantially the full term of the assets or liabilities. Level 2 instruments of the Company generally include certain U.S. and foreign government and agency securities, commercial paper, corporate and municipal bonds and notes, asset-backed securities, certificates of deposit, and foreign currency forward contracts. To estimate their fair value, the Company utilizes pricing models based on market data. The significant inputs for the valuation model usually include benchmark yields, reported trades, broker and dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, and industry and economic events.

•

Level 3: includes financial instruments for which fair value is derived from valuation based inputs, that are unobservable and significant to the overall fair value measurement. As of March 30, 2019 and June 30, 2018, the Company did not hold any Level 3 investment securities. As of March 30, 2019, the fair value of the Company’s contingent liability was determined using Level 3 inputs, as discussed below.

Fair Value Measurements

The following table presents assets and liabilities measured at fair value as of March 30, 2019 and June 30, 2018, (in millions):



	March 30, 2019								June 30, 2018
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Debt available-for-sale securities
U.S. treasuries	$	1.5	$	1.5	$	—	$	—	$	35.9	$	35.9	$	—	$	—
U.S. agencies	3.5		—		3.5		—		13.2		—		13.2		—
Municipal bonds and sovereign debt instruments	1.7		—		1.7		—		2.7		—		2.7		—
Asset-backed securities	3.5		—		3.5		—		23.5		—		23.5		—
Corporate securities	16.0		—		16.0		—		114.3		—		114.3		—
Total debt available-for-sale securities	26.2		1.5		24.7		—		189.6		35.9		153.7		—
Money market funds	247.2		247.2		—		—		354.9		354.9		—		—
Trading securities	1.5		1.5		—		—		1.6		1.6		—		—
Foreign currency forward contract ⁽¹⁾	4.1		—		4.1		—		2.7		—		2.7		—
Total assets ⁽²⁾	$	279.0	$	250.2	$	28.8	$	—	$	548.8	$	392.4	$	156.4	$	—

Liability:
Foreign currency forward contract ⁽³⁾	$	2.4	$	—	$	2.4	$	—	$	11.7	$	—	$	11.7	$	—
Contingent consideration ⁽⁴⁾	38.8		—		—		38.8		—		—		—		—
Total liabilities	$	41.2	$	—	$	2.4	$	38.8	$	11.7	$	—	$	11.7	$	—


⁽¹⁾	$4.1 million and $2.7 million in prepayments and other current assets on the Company’s Consolidated Balance Sheets as of March 30, 2019 and June 30, 2018, respectively.

⁽²⁾

$235.6 million in cash and cash equivalents, $27.1 million in short-term investments, $7.7 million in restricted cash, $4.1 million in prepayments and other current assets, and $4.5 million in other non-current assets on the Company’s Consolidated Balance Sheets as of March 30, 2019. $364.8 million in cash and cash equivalents, $169.3 million in short-term investments, $7.3 million in restricted cash, $2.7 million in other current assets, and $4.7 million in other non-current assets on the Company’s Consolidated Balance Sheets as of June 30, 2018.


⁽³⁾	$2.4 million and $11.7 million in other current liabilities on the Company’s Consolidated Balance Sheets as of March 30, 2019 and June 30, 2018, respectively.


⁽⁴⁾	Refer to “Note 6. Acquisitions” of the Notes to Consolidated Financial Statements for more detail.

Non-Designated Foreign Currency Forward Contracts

The Company has foreign subsidiaries that operate and sell the Company’s products in various markets around the world. As a result, the Company is exposed to foreign exchange risks. The Company utilizes foreign exchange forward contracts to manage foreign currency risk associated with foreign currency denominated monetary assets and liabilities, primarily certain short-term intercompany receivables and payables, and to reduce the volatility of earnings and cash flows related to foreign-currency transactions. The Company does not use these foreign currency forward contracts for trading purposes.

As of March 30, 2019, the Company had forward contracts that were effectively closed but not settled with the counterparties by quarter end. Therefore, the fair value of these contracts of $4.1 million and $2.4 million is reflected as prepayments and other current assets and other current liabilities, respectively. As of June 30, 2018, the fair value of these contracts of $2.7 million and $11.7 million is reflected as prepayments and other current assets and other current liabilities, respectively.

The forward contracts outstanding and not effectively closed, with a term of less than 120 days, were transacted near quarter end; therefore, the fair value of the contracts is not significant. As of March 30, 2019 and June 30, 2018, the notional amounts of the forward contracts the Company held to purchase foreign currencies were $130.8 million and $167.5 million, respectively, and the notional amounts of forward contracts the Company held to sell foreign currencies were $31.7 million and $28.6 million, respectively.

The change in the fair value of foreign currency forward contracts is recorded as gain or loss in the Company’s Consolidated Statements of Operations as a component of interest and other income, net. The cash flows related to the settlement of foreign currency forward contracts are classified as operating activities. The foreign exchange forward contracts incurred a gain of $1.7 million and a loss of $4.1 million for the three and nine months ended March 30, 2019, respectively. The foreign exchange forward contracts incurred a gain of $3.9 million and $8.1 million for the three and nine months ended March 31, 2018, respectively.

Contingent consideration

In connection with the RPC acquisition, the Company assumed contingent liability which represents potential future earn-out payments, of up to $53.0 million in cash. See “Note 6. Acquisitions” of the Notes to Consolidated Financial Statements for additional information related to our acquisitions. The earn-out payments are based on the achievement of certain gross profit targets over approximately a four-year period. The achievement or distributions of earn-out payments are not limited in any one period. The estimated fair value of the contingent consideration portion of the earn-out is $36.2 million as of March 30, 2019, which was determined using a Monte Carlo Simulation that includes significant unobservable inputs such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected gross profits of RPC over the earn-out period. The fair value is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement, with the change in fair value to be recognized within the operating section of our Consolidated Statements of Operations. Projected gross profits are based on our internal projections, although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. Any changes to the significant unobservable inputs used, including the change in the forecast of gross profit for the earn out periods, may result in a change in fair value of contingent consideration and could have a material impact on future results of operations. Actual payment of contingent consideration in the future could be different from the current estimated fair value of the contingent consideration.

In connection with its asset acquisitions, the Company assumed an earn-out liability for future cash payments with a fair value of $2.6 million. See “Note 6. Acquisitions” of the Notes to Consolidated Financial Statements for additional information related to our acquisitions. The earn-out payments are based on the achievement of revenue and certain operating targets over approximately a three-year period.

There was no change in fair value of contingent liability during the three and nine months ended March 30, 2019.