Fair Value Measurements

3 Months Ended

Mar. 31, 2020

The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input that is significant to each financial instrument as of March 31, 2020 and December 31, 2019 (in thousands):



	March 31, 2020
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds	$	239,753	$	—	$	—	$	239,753
Corporate obligations	—		101,130		—		101,130
U.S. Treasury securities	—		36,691		—		36,691
Certificates of deposit	—		248		—		248
Mortgage and other asset backed securities	—		8,002		—		8,002
Total assets	$	239,753	$	146,071	$	—	$	385,824
Liabilities:
Warrants to purchase common stock	$	—	$	—	$	3,304	$	3,304
Total liabilities	$	—	$	—	$	3,304	$	3,304



	December 31, 2019
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds	$	193,867	$	—	$	—	$	193,867
Corporate obligations	—		138,369		—		138,369
U.S. Treasury securities	—		83,819		—		83,819
Certificates of deposit	—		493		—		493
Mortgage and other asset backed securities	—		12,470		—		12,470
Total assets	$	193,867	$	235,151	$	—	$	429,018
Liabilities:
Warrants to purchase common stock	$	—	$	—	$	1,856	$	1,856
Total liabilities	$	—	$	—	$	1,856	$	1,856

The money market funds noted above are included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three months ended March 31, 2020 or the year ended December 31, 2019.

Items measured at fair value on a recurring basis include short-term and long-term investments (Note 5), and warrants to purchase common stock (Note 12). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs.

The following table sets forth a summary of changes in the fair value of the Company’s common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands):



	Three Months Ended March 31,
	2020		2019
Beginning balance	$	1,856	$	1,491
Change in fair value	1,448		116
Ending balance	$	3,304	$	1,607

The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants classified as liabilities was estimated using either the Monte Carlo simulation framework, which incorporates future financing events over the remaining life of the warrants to purchase common stock, or for certain re-measurement dates, due to the warrants being deeply in the money, the Black-Scholes option pricing model. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. At each reporting period, the Company evaluates the best valuation methodology. At March 31, 2020, the Black-Scholes option pricing model was used.

- 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.

+ References + Details