Fair Value Measurements and Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2019

Fair Value Measurements and Fair Value of Financial Instruments

3. Fair Value Measurements and Fair Value of Financial Instruments

The authoritative guidance on the fair value hierarchy for disclosure of fair value measurements is as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as 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 market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. U.S. government and agency securities, commercial paper, corporate bond and certificates of deposit are valued primarily using market prices of comparable securities, bid/ask quotes, interest rate yields and prepayment spreads and are included in Level 2. In certain cases, where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy.

The following is a summary of the Company’s cash equivalents and short-term investments:

	June 30, 2019
	Amortized Cost Basis			Unrealized Gains		Unrealized Loses			Estimated Fair Value
	(In thousands)
Level 1:
Money market funds	$	44		$	—	$	—		$	44
Level 2:
U.S. government and agency securities		—			—		—			—
Commercial paper		147,334			7		(22	)		147,319
Corporate bonds		25,304			25		(2	)		25,327
Total cash equivalents and short-term investments		172,682			32		(24	)		172,690
Less: cash equivalents		(92,871	)		—		15			(92,856	)
Total short-term investments	$	79,811		$	32	$	(9	)	$	79,834

	December 31, 2018
	Amortized Cost Basis			Unrealized Gains		Unrealized Loses			Estimated Fair Value
	(In thousands)
Level 1:
Money market funds	$	126		$	—	$	—		$	126
Level 2:
U.S. government and agency securities		25,792			1		(4	)		25,789
Commercial paper		147,606			—		—			147,606
Corporate bonds		27,778			5		(17	)		27,766
Certificates of deposit		1,420			—		—			1,420
Total cash equivalents and short-term investments		202,722			6		(21	)		202,707
Less: cash equivalents		(152,577	)		—		—			(152,577	)
Total short-term investments	$	50,145		$	6	$	(21	)	$	50,130

There were no transfers within the fair value hierarchy during the three and six months ended June 30, 2019 or 2018.

The Company’s marketable securities as of June 30, 2019 mature within one year. Management regularly reviews all of the Company’s investments for other-than-temporary declines in estimated fair value. Management’s review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether management has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. Management determined that the gross unrealized losses on the Company’s marketable securities as of June 30, 2019 were temporary in nature. Therefore, none of the Company’s marketable securities were other-than-temporarily impaired as of June 30, 2019.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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