Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of the Company’s financial instruments, including certain cash equivalents, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair values due to the relatively short maturity of these balances. The Company measures and reports certain cash equivalents, marketable securities, derivative foreign currency forward contracts and commitments associated with prior business combinations at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 -Valuations based on quoted prices in active markets for identical assets or liabilities. Level 2 -Valuations based on other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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- Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The Company's Level 1 assets include a highly liquid money market funds, which are valued using unadjusted quoted prices that are available in an active market for an identical asset. Level 2 assets include fixed-income U.S. government agency securities, commercial paper, corporate bonds, asset-backed securities and derivative financial instruments consisting of foreign currency forward contracts. The securities, bonds and commercial paper are valued using prices from independent pricing services based on quoted prices in active markets for similar instruments or on industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets. The foreign currency forward contracts are valued usi ng observable inputs, such as quotations on forward foreign exchange points and foreign interest rates. During the fiscal years ended December 31, 2019 and 2018, the Company made investments of $0.6 million in a convertible security and $2.5 million in preferred stock, respectively, issued by a privately-held company. The estimated fair value of the investments was determined based on Level 3 inputs. As of June 30, 2020 and December 31, 2019, management estimated that the fair value of the investments equaled their carrying value. The Company's cash and cash equivalents, and marketable securities consist of the following: June 30, 2020 Amortized Cost Unrealized Gains Unrealized (Losses) Fair Value (in thousands) Cash and cash equivalents: Cash $ 106,272 $ — $ — $ 106,272 Money market funds 5,638 — — 5,638 Commercial paper 1,999 — — 1,999 Total 113,909 — — 113,909 Short-term marketable securities: Commercial paper 1,847 2 — 1,849 Corporate bonds 24,289 227 — 24,516 Asset-backed securities 6,511 52 — 6,563 U.S. government agencies 200,419 580 (5) 200,994 Total 233,066 861 (5) 233,922 Long-term marketable securities: Asset-backed securities 35,441 407 — 35,848 U.S. government agencies 14,544 444 — 14,988 Foreign government agencies 1,005 34 — 1,039 Corporate bonds 44,542 1,066 — 45,608 Total 95,532 1,951 — 97,483 Total $ 442,507 $ 2,812 $ (5) $ 445,314 December 31, 2019 Amortized Cost Unrealized Gains Unrealized (Losses) Fair Value (in thousands) Cash and cash equivalents: Cash $ 84,102 $ — $ — $ 84,102 Money market funds 58 — — 58 Commercial paper 3,399 — — 3,399 Total 87,559 — — 87,559 Short-term marketable securities: Commercial paper 2,239 — — 2,239 Corporate bonds 33,048 51 (1) 33,098 Asset-backed securities 2,438 11 — 2,449 U.S. government agencies 173,364 184 (3) 173,545 Total 211,089 246 (4) 211,331 Long-term marketable securities: Asset-backed securities 40,001 193 (1) 40,193 U.S. government agencies 46,447 370 — 46,817 Corporate bonds 32,236 262 — 32,498 Total 118,684 825 (1) 119,508 Total $ 417,332 $ 1,071 $ (5) $ 418,398 There were no marketable securities that had been in a continuous unrealized loss position for 12 months or longer. As of June 30, 2020, the Company had the ability and intent to hold all marketable securities that were in an unrealized loss position until maturity or recovery. The Company considered the extent to which fair value was less than amortized cost basis and conditions related to security’s industry and geography and changes to the ratings, if any, and concluded the decline in fair value compared to carrying value was not related to credit loss. The following table sets forth by level within the fair value hierarchy the fair value of the Company's cash equivalents and marketable securities measured on a recurring basis: June 30, 2020 Level 1 Level 2 Fair Value (in thousands) Money market funds $ 5,638 $ — $ 5,638 Commercial paper — 3,848 3,848 U.S. government agencies — 215,982 215,982 Foreign government agencies — 1,039 1,039 Corporate bonds — 70,124 70,124 Asset-backed securities — 42,411 42,411 Total $ 5,638 $ 333,404 $ 339,042 December 31, 2019 Level 1 Level 2 Fair Value (in thousands) Money market funds $ 58 $ — $ 58 Commercial paper — 5,638 5,638 U.S. government agencies — 220,362 220,362 Corporate bonds — 65,596 65,596 Asset-backed securities — 42,642 42,642 Total $ 58 $ 334,238 $ 334,296 There were no transfers between Level 1 and Level 2 of the fair value hierarchy, as determined at the end of each reporting period. The following summarizes the fair value of marketable securities by contractual or effective maturity as of June 30, 2020 and December 31, 2019: June 30, 2020 Mature within Mature after One Year through Two Years Mature over Two Years Fair Value (in thousands) Commercial paper $ 3,848 $ — $ — $ 3,848 U.S. government agencies 200,994 14,988 — 215,982 Foreign government agencies — — 1,039 1,039 Corporate bonds 24,516 24,506 21,102 70,124 Asset-backed securities 6,563 18,270 17,578 42,411 Total $ 235,921 $ 57,764 $ 39,719 $ 333,404 December 31, 2019 Mature within Mature after One Year through Two Years Mature over Two Years Fair Value (in thousands) Commercial paper $ 5,638 $ — $ — $ 5,638 U.S. government agencies 173,546 46,816 — 220,362 Corporate bonds 33,098 23,251 9,247 65,596 Asset-backed securities 2,449 15,550 24,643 42,642 Total $ 214,731 $ 85,617 $ 33,890 $ 334,238 Derivative Financial Instruments Designated cash flow hedges The Company uses a hedging strategy to reduce its exposure to foreign currency exchange rate fluctuations for forecasted subscription renewals and new orders in British Pound ("GBP") and Euro. The Company uses forward currency contracts accounted for as cash flow hedges against a designated portion of forecasted subscription renewals and new orders . U nrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in AOCI and will be reclassified into revenues in the same periods when the hedged contracts are recognized into revenues. In addition, the Company uses a hedging strategy to reduce its exposure associated with costs incurred in Indian Rupee ("INR"). Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in AOCI and will be reclassified into operating expenses when the associated hedged expenses are incurred. At June 30, 2020, the Company had 39 open designated cash flow hedge contracts with notional amounts of €21.8 million, £9.2 million and Rs.1,590 million. At December 31, 2019, the Company had 26 open designated cash flow hedge contracts with notional amounts of €24.2 million and £9.7 million. The following table shows the gains and losses, before tax, of the Company's derivative instruments designated as cash flow hedges in AOCI and the condensed consolidated statements of operation for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, Derivative instruments designated as cash flow hedges: 2020 2019 2020 2019 Net unrealized (losses) gains recognized in AOCI: (in thousands) Foreign currency forward contracts (GBP, Euro and INR) $ (141) $ 191 $ 269 $ 442 Net unrealized (gains) losses reclassified from AOCI into income: Foreign currency forward contracts (GBP and Euro) (328) 56 (576) 69 Foreign currency forward contracts (INR) 215 — 215 — Net change in AOCI before tax $ (254) $ 247 $ (92) $ 511 As of June 30, 2020, the net amount of unrealized gains and losses on the foreign currency forward contracts for GBP and Euro reported in AOCI that is expected to be reclassified into revenue within the next 12 months is a gain of $0.9 million (before tax). As of June 30, 2020, the net amount of unrealized gains and losses on the foreign currency forward contracts for INR reported in AOCI that is expected to be reclassified into operating expenses is a loss of $0.6 million (before tax). Non-designated forward contracts At June 30, 2020, the Company had 15 outstanding non-designated forward contracts with notional amounts of €12.5 million, £7.9 million and Rs.351.7 million. At December 31, 2019, the Company had 15 outstanding non-designated forward contracts with notional amounts of €20.0 million, £5.6 million and Rs.756.0 million. The following summarizes derivative financial instruments as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Assets: (in thousands) Foreign currency forward contracts designated as cash flow hedge $ 453 $ 427 Foreign currency forward contracts not designated as hedging instruments 409 515 Total $ 862 $ 942 Liabilities: Foreign currency forward contracts designated as cash flow hedge $ (802) $ (524) Foreign currency forward contracts not designated as hedging instruments (309) (550) Total $ (1,111) $ (1,074) All foreign currency forward contracts were valued at fair value using Level 2 inputs. The following summarizes the gains (losses) recognized from forward contracts and other foreign currency transactions in other income, net on the condensed consolidated statement of operations: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) Net (losses) gains from non-designated forward contracts $ (224) $ 44 $ 580 $ 66 Other foreign currency transactions gains (losses) 475 249 (396) 66 Total foreign exchange gains, net 251 293 184 132 Other expenses (57) (62) (125) (125) Other income, net $ 194 $ 231 $ 59 $ 8 |