Fair Value Measurements | 3 Months Ended |
Mar. 31, 2014 |
Fair Value Measurements | ' |
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3. Fair Value Measurements |
The Company follows ASC 820-10, Fair Value Measurements and Disclosures, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. |
As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: |
Level 1: Observable inputs such as quoted prices in active markets; |
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
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The carrying amounts of the Company’s financial instruments, including prepaid expenses, other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. The Company believes the fair value of its note payable approximates its carrying value as of March 31, 2014 and December 31, 2013. The carrying amount of the convertible preferred stock warrant liability as of December 31, 2013 represents its estimated fair value. No transfers between levels have occurred during the periods presented. |
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Assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 are as follows (in thousands): |
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| | | | | Fair Value Measurements Using | |
| Balance as of | | | Quoted Prices | | | Significant | | | Significant | |
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March 31, | in Active | Other | Unobservable |
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2014 | Markets for | Observable | Inputs |
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| Identical Assets | Inputs | (Level 3) |
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| (Level 1) | (Level 2) | |
Assets(1): | | | | | | | | | | | | | | | |
Money market funds | $ | 12,947 | | | $ | 12,947 | | | $ | - | | | $ | - | |
Commercial paper | | 28,744 | | | | | | | | 28,744 | | | | | |
Corporate debt securities | | 66,114 | | | | | | | | 66,114 | | | | | |
Government sponsored entities | | 6,988 | | | | - | | | | 6,988 | | | | - | |
Total | $ | 114,793 | | | $ | 12,947 | | | $ | 101,846 | | | $ | - | |
-1 | Included within cash and cash equivalents and marketable securities on the Company’s condensed balance sheet. | | | | | | | | | | | | | | |
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| | | | | Fair Value Measurements Using | |
| Balance as of | | | Quoted Prices | | | Significant | | | Significant | |
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December 31, | in Active | Other | Unobservable |
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2013 | Markets for | Observable | Inputs |
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| Identical Assets | Inputs | (Level 3) |
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| (Level 1) | (Level 2) | |
Liabilities: | | | | | | | | | | | | | | | |
Series C preferred stock warrants | $ | 1,165 | | | | - | | | | - | | | $ | 1,165 | |
Series D preferred stock warrants | | 2,330 | | | | - | | | | - | | | | 2,330 | |
Series E preferred stock warrants | | 480 | | | | - | | | | - | | | | 480 | |
Total | $ | 3,975 | | | | - | | | | - | | | $ | 3,975 | |
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The Company’s investments in money market funds are valued based on publicly available quoted market prices for identical securities as of March 31, 2014. The Company determines the fair value of corporate bonds and other government-sponsored enterprise related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. The Company validates the valuations received from its primary pricing vendors for its level 2 securities by examining the inputs used in that vendor’s pricing process and determines whether they are reasonable and observable. The Company also compares those valuations to recent reported trades for those securities. The Company did not adjust any of the valuations received from these independent third parties with respect to any of its level 2 securities at March 31, 2014. The Company did not reclassify any investments between level categories during the three months ended March 31, 2014. |
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The Company estimates the fair value of convertible preferred stock warrants at the time of issuance and subsequent remeasurement using the Black-Scholes option-pricing model at each reporting date, using the following inputs: the risk-free interest rates; the expected dividend rates; the remaining expected life of the warrants; and the expected volatility of the price of the underlying common stock. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the Company’s estimated stock price on the reporting date could have a significant impact on the fair value of the convertible preferred stock warrant liability. |
As discussed in Note 2 above, all of the outstanding warrants to purchase shares of preferred stock automatically converted into warrants to purchase shares of common stock and are accounted for as equity from the conversion date forward. The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of the convertible preferred stock warrant liability as of February 10, 2014 and December 31, 2013, the conversion date: |
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| February 10, | | December 31, | | | | | | | | | | | | |
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2014 | 2013 | | | | | | | | | | | |
Assumptions: | | | | | | | | | | | | | | | |
Risk-free interest rate | 0.07%-2.64% | | 0.07%-3.04% | | | | | | | | | | | | |
Expected dividend yield | 0% | | 0% | | | | | | | | | | | | |
Expected volatility | 69.66%-87.51% | | 66.49%-85.10% | | | | | | | | | | | | |
Expected term (in years) | 0.29-9.89 | | 0.39-9.99 | | | | | | | | | | | | |
The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): |
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| Warrant | | | | | | | | | | | | | |
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Liability | | | | | | | | | | | | |
Balance at January 1, 2013 | $ | 1,556 | | | | | | | | | | | | | |
Issuance of warrants | | 606 | | | | | | | | | | | | | |
Exercise of tranche rights | | (118 | ) | | | | | | | | | | | | |
Change in fair value (1) | | 1,931 | | | | | | | | | | | | | |
Balance at December 31, 2013 | | 3,975 | | | | | | | | | | | | | |
Exercise of warrants | | - | | | | | | | | | | | | | |
Change in fair value (1) | | 3,634 | | | | | | | | | | | | | |
Reclassification of warrants | | (7,609 | ) | | | | | | | | | | | | |
Balance at March 31, 2014 | $ | - | | | | | | | | | | | | | |
-1 | The changes in the fair value of the convertible preferred stock warrants were recorded as increase or reduction to other income (expenses) in the statement of operations. | | | | | | | | | | | | | | |