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Financial Instruments and Fair Value Measurements
6 Months Ended
Jun. 30, 2020
Investments Debt And Equity Securities [Abstract]  
Financial Instruments and Fair Value Measurements

3.    Financial Instruments and Fair Value Measurements

Short-Term Marketable Securities

The Company invests in available-for-sale marketable debt securities consisting of corporate notes and commercial paper. The Company has the ability, if necessary, to liquidate any short-term marketable securities to meet its liquidity needs in the next 12 months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term on the accompanying Unaudited Consolidated Balance Sheets.

The carrying value and amortized cost of the Company’s marketable securities, summarized by major security type, consisted of the following:

(in thousands)

 

Amortized Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities, available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate notes

 

$

22,298

 

 

$

 

 

$

(41

)

 

$

22,257

 

Commercial paper

 

 

107,804

 

 

 

13

 

 

 

(20

)

 

 

107,797

 

Total debt securities, available for sale

 

$

130,102

 

 

$

13

 

 

$

(61

)

 

$

130,054

 

Contractual maturities of marketable debt securities consisted of the following:

(in thousands)

 

 

 

 

 

 

 

Fair Value

 

June 30, 2020:

 

 

 

 

 

 

 

 

 

 

Debt securities, available for sale:

 

 

 

 

 

 

 

 

 

 

Due within one year

 

 

 

 

 

 

 

$

117,898

 

Due within one to two years

 

 

 

 

 

 

 

 

12,156

 

Total debt securities, available for sale

 

 

 

 

 

 

 

$

130,054

 

The Company determines whether a decline in the fair value below the amortized cost basis of available-for-sale securities is due to credit-related factors. At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions.

Unrealized losses on available-for-sale debt securities as of June 30, 2020 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, the Company has not recorded an allowance for credit losses with these investments.

Foreign Currency and Derivative Financial Instruments

The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations.

Some of the Company’s reporting entities conduct a portion of their business in currencies other than the entity’s functional currency. These transactions give rise to receivables and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in currency exchange rates from the point at which the transactions are originated until the settlement in cash. Both realized and unrealized gains and losses in the value of these receivables and payables are included in the determination of net income. Currency exchange gains (losses), which include gains and losses from derivative instruments, were $0.6 million and $(5.2) million for the three and six months ended June 30, 2020, respectively, and $0.1 million and $(0.2) million for the three and six months ended June 30, 2019 respectively, and are included in other (expense) income, net in the Unaudited Consolidated Statements of Operations.

To manage foreign currency exposure risks, the Company uses derivatives for activities in entities that have short-term intercompany receivables and payables denominated in a currency other than the entity’s functional currency. The fair value is based on a quoted market price (Level 1). As of June 30, 2020 and December 31, 2019 a notional principal amount of $18.0 million and $26.9 million, respectively, was outstanding to hedge currency risk relative to the Company’s foreign receivables and payables. Derivative instrument net (losses) gains on the Company’s forward exchange contracts were $(0.2) million and de minimis for the three and six months ended June 30, 2020, respectively, and $(0.4) million and $(0.1) million for the three and six months ended June 30, 2019, respectively, and are included in other (expense) income, net in the Unaudited Consolidated Statements of Operations. The fair value of the forward contract exchange derivative instrument liability was de minimis and $0.1 million as of June 30, 2020 and December 31, 2019, respectively. The derivative instruments are recorded in other current assets or other current liabilities in the Unaudited Consolidated Balance Sheets commensurate with the nature of the instrument at period end.

Fair Value Measurements

The Company measures certain assets and liabilities in accordance with authoritative guidance, which requires fair value measurements be classified and disclosed in one of the following three categories:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented.

The fair values of the Company’s assets and liabilities, including cash equivalents, marketable debt securities, restricted investments, derivatives, and contingent consideration are measured at fair value on a recurring basis. As of June 30, 2020 and December 31, 2019, the Company held investments in securities classified as cash equivalents. Realized gains and losses and interest income related to marketable securities were immaterial during all periods presented. Cash equivalents are determined under the fair value categories as follows:

 

 

 

 

 

 

 

Quoted Price in

 

 

Significant Other

 

 

Significant

 

 

 

 

 

 

 

Active Market

 

 

Observable Inputs

 

 

Unobservable

 

(in thousands)

 

Total

 

 

(Level 1)

 

 

(Level 2)

 

 

Inputs (Level 3)

 

June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

711,260

 

 

$

711,260

 

 

$

 

 

$

 

Commercial paper

 

 

11,997

 

 

 

 

 

 

11,997

 

 

 

 

Total cash equivalents

 

 

723,257

 

 

 

711,260

 

 

 

11,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities, available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate notes

 

 

22,258

 

 

 

 

 

 

22,258

 

 

 

 

Commercial paper

 

 

107,796

 

 

 

 

 

 

107,796

 

 

 

 

Total debt securities, available for sale

 

 

130,054

 

 

 

 

 

 

130,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets measured at fair value

 

$

853,311

 

 

$

711,260

 

 

$

142,051

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

151,750

 

 

$

151,750

 

 

$

 

 

$

 

Total cash equivalents

 

$

151,750

 

 

$

151,750

 

 

$

 

 

$

 

 

The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of June 30, 2020 and December 31, 2019 approximate their related fair values due to the short-term maturities of these instruments.

The fair value of certain financial instruments was measured and classified within Level 1 of the fair value hierarchy based on quoted prices. Certain financial instruments classified within Level 2 of the fair value hierarchy include the types of instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

Fair Value of Senior Convertible Notes

The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $650.0 million principal amount of Senior Convertible Notes due 2021 at June 30, 2020 and December 31, 2019 was approximately $703.6 million and $869.3 million, respectively. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2023 at June 30, 2020 was approximately $429.2 million. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2025 at June 30, 2020 was approximately $395.8 million. See Note 6 to the Unaudited Consolidated Financial Statements for further discussion on the carrying value of the Company’s outstanding Senior Convertible Notes.

Fair Value of Convertible Note Hedge and Embedded Conversion Derivatives

On June 1, 2020, the Company issued $450.0 million principal amount of 1.00% Senior Convertible Notes due 2023 (the “2023 Notes”). The 2023 Notes will initially be settled in cash, or, if the Company has available and has reserved the maximum number of shares issuable under the 2023 Notes (“sufficient reserved shares”), the Company may settle conversions in cash, stock, or a combination thereof, solely at the Company’s discretion. As of June 30, 2020, the Company did not have sufficient reserved shares with respect to the 2023 Notes. In accordance with authoritative guidance, the cash conversion feature of the 2023 Notes requires bifurcation from the 2023 Notes and is accounted for as a derivative liability (“Embedded Conversion Derivative”), which is included in long-term liabilities in the Company’s Unaudited Consolidated Balance Sheet.

In connection with the issuance of the 2023 Notes, the Company entered into convertible note hedge transactions (the “2023 Hedge”) entitling the Company to purchase up to 5,345,010 shares of the Company’s common stock at an initial stock price of $84.19 per share, each of which is subject to adjustment. The 2023 Hedge will initially be settled in cash, or, if the Company has sufficient reserved shares with respect to the 2023 Notes, the 2023 Hedge may be settled in cash, stock, or a combination thereof. In accordance with authoritative guidance, the 2023 Hedge is accounted for as a derivative asset (“Convertible Note Hedge Derivative”), and is included in long-term assets in the Company’s Unaudited Consolidated Balance Sheet.

The Embedded Conversion Derivative and Convertible Note Hedge Derivative are classified as Level 3 fair value measurements, as the derivative asset and liability are not traded in active markets and are valued using significant unobservable inputs.

The following tables set forth the changes in the estimated fair value for the Company’s assets and liabilities measured using significant unobservable inputs (Level 3):

(in thousands)

 

June 30, 2020

 

Assets:

 

 

 

 

Fair value measurement at January 1, 2020

 

$

 

Derivative assets recorded in connection with the 2023 Hedge

 

 

69,525

 

Change in fair value measurement

 

 

(24,589

)

Fair value measurement at June 30, 2020

 

$

44,936

 

 

(in thousands)

 

June 30, 2020

 

Liabilities:

 

 

 

 

Fair value measurement at January 1, 2020

 

$

 

Derivative liability recorded in connection with the 2023 Notes

 

 

57,224

 

Change in fair value measurement

 

 

(12,288

)

Fair value measurement at June 30, 2020

 

$

44,936

 

The Level 3 fair value measurements of the Convertible Note Hedge Derivative and the Embedded Conversion Derivative include the following significant unobservable inputs as of June 30, 2020:

 

 

June 30, 2020

 

Valuation Technique

 

Black Scholes

 

Volatility

 

42%

 

Expected term (years)

 

2.9

 

Risk free interest rate

 

0.2%

 

 

Contingent Consideration Liabilities

The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Unaudited Consolidated Statement of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved.

The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of June 30, 2020:

 

 

 

June 30, 2020

 

Valuation Technique

 

Discounted cash flow

 

Discount Rate Range

 

4.8% - 5.8%

 

Weighted Average Discount Rate

 

5.3%

 

Expected Years

 

2021 - 2024

 

 

 

Contingent consideration liabilities at June 30, 2020 and December 31, 2019 were $33.1 million and $42.6 million, respectively, and were recorded in the Unaudited Consolidated Balance Sheet commensurate with the respective payment terms. The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3): 

 

 

 

Six Months Ended June 30,

 

(in thousands)

 

2020

 

 

2019

 

Fair value measurement at January 1, 2020

 

$

42,559

 

 

$

50,410

 

Change in fair value measurement

 

 

(1,521

)

 

 

1,970

 

Contingent consideration paid or settled

 

 

(7,938

)

 

 

(1,435

)

Changes resulting from foreign currency fluctuations

 

 

 

 

 

(59

)

Fair value measurement at June 30, 2020

 

$

33,100

 

 

$

50,886

 

 

Non-financial assets and liabilities measured on a nonrecurring basis

Certain non-financial assets and liabilities are measured at fair value, usually with Level 3 inputs including the discounted cash flow method or cost method, on a nonrecurring basis in accordance with authoritative guidance. These include items such as non-financial assets and liabilities initially measured at fair value in a business combination and non-financial long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets, including goodwill, right-of-use assets, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. The carrying values of the Company’s financing lease obligations approximated their estimated fair value as of June 30, 2020 and December 31, 2019.