FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in the FASB's ASC Topic 820, Fair Value Measurements and Disclosures, or Topic 820. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of Topic 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 —Observable inputs, such as quoted prices in active markets; Level 2 —Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly 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 instrument’s anticipated life; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Our financial instruments consist primarily of cash and cash equivalents, short-term and long-term investments, accounts payable and the Loan and Security Agreement, or Term Loan, entered into with Hercules Capital Inc., or Hercules. Cash, cash equivalents and investments are reported at their respective fair values on the Company's condensed balance sheets. Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, reported trades and broker/dealer quotes. Where applicable the market approach utilizes prices and information from market transactions for similar or identical assets. The Company classifies U.S. government agency securities, commercial paper, corporate debt securities and asset-backed securities as Level 2. The Company's short-term and long-term investments are classified as available-for-sale. The following tables set forth the value of the Company's financial assets remeasured on a recurring basis based on the three-tier fair value hierarchy by significant investment category as of March 31, 2020 and December 31, 2019. March 31, 2020 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 2,257 $ — $ — $ 2,257 $ 2,257 $ — $ — Level 1: Money market fund 8,298 — — 8,298 8,298 — — Level 2: U.S. government agency securities 24,247 13 — 24,260 — 21,505 2,755 Commercial paper 83,255 300 — 83,555 — 83,555 — Corporate debt securities 186,137 123 (383) 185,877 — 168,678 17,199 Subtotal 293,639 436 (383) 293,692 — 273,738 19,954 Total assets measured at fair value $ 304,194 $ 436 $ (383) $ 304,247 $ 10,555 $ 273,738 $ 19,954 December 31, 2019 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,393 $ — $ — $ 1,393 $ 1,393 $ — $ — Level 1: Money market fund 17,181 — — 17,181 17,181 — — Level 2: U.S. government agency securities 40,741 6 (14) 40,733 — 19,990 20,743 Commercial paper 108,248 107 (2) 108,353 — 108,353 — Corporate debt securities 185,569 205 (20) 185,754 — 159,517 26,237 Asset-backed securities 1,561 3 — 1,564 — 1,564 — Subtotal 336,119 321 (36) 336,404 — 289,424 46,980 Total assets measured at fair value $ 354,693 $ 321 $ (36) $ 354,978 $ 18,574 $ 289,424 $ 46,980 Interest income related to the Company's cash, cash equivalents and available-for-sale investments included in other income (expense), net was approximately $1.7 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively. There were no gross realized gains and gross realized losses for the three months ended March 31, 2020 and 2019. The following table summarizes the Company's available-for-sale investments that were in a continuous unrealized loss position but not deemed credit losses and therefore not required to be charged to earnings against the allowance for expected credit losses, as of March 31, 2020 and December 31, 2019. March 31, 2020 December 31, 2019 (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government agency securities $ — $ — $ 24,235 $ (14) Commercial paper — — 5,426 (2) Corporate debt securities 103,083 (383) 38,668 (20) Total $ 103,083 $ (383) $ 68,329 $ (36) The Company held a total of 33 and 18 positions which were in an unrealized loss position as of March 31, 2020 and December 31, 2019, respectively. All available-for-sale investments in an unrealized loss position were in a continuous loss position for less than 12 months. The Company determined that there was no allowance for expected credit losses related to our available-for-sale investments as of March 31, 2020 because the Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before the recovery of their amortized cost basis. The following table summarizes the maturities of the Company’s cash equivalents (excluding money market funds) and available-for-sale investments, as of March 31, 2020. (in thousands) Amortized Cost Fair Value Mature in less than one year $ 273,656 $ 273,738 Mature in one to five years 19,983 19,954 Total $ 293,639 $ 293,692 The following table presents a reconciliation of financial liabilities related to the compound derivative liability associated with the Term Loan measured at fair value on a recurring basis using Level 3 unobservable inputs for the three months ended March 31, 2020 and 2019. Three Months Ended March 31, 2020 2019 (in thousands) Compound Derivative Liability Compound Derivative Liability Fair value at beginning of period $ 977 $ 161 Change in fair value 846 174 Fair value at end of period $ 1,823 $ 335 The following table presents information about significant unobservable inputs related to the Company's Level 3 financial liabilities as of March 31, 2020. March 31, 2020 (in thousands) Fair Value Valuation Technique Significant Unobservable Input Input Compound derivative liability $ 1,823 Discounted cash flow Discount rate 16.8 % Probability of the occurrence of certain events 20.0 % Term Loan The estimated fair value of the Term Loan was $52.7 million as of March 31, 2020 and is classified as Level 3. The key valuation assumptions used consist of the discount rate of 16.8% and the probability of the occurrence of certain events of 20.0%. |