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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2021

4. Fair Value of Financial Instruments

The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, 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 with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets and liabilities at March 31, 2021 and December 31, 2020:

	March 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents and investments:
Money market funds	$	212,377	$	—	$	—	$	212,377
Commercial paper		—		176,859		—		176,859
Corporate bonds		—		221,375		—		221,375
U.S. Government agency securities		—		1,803		—		1,803
U.S. Treasury securities		—		513,284		—		513,284
Restricted cash:
Money market funds		—		3,029		—		3,029
Total	$	212,377	$	916,350	$	—	$	1,128,727

	December 31, 2020
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents and investments:
Money market funds	$	172,485	$	—	$	—	$	172,485
Commercial paper		—		12,233		—		12,233
Corporate bonds		—		116,371		—		116,371
U.S. Treasury securities		—		774,772		—		774,772
Certificates of deposit				394		—		394
Restricted cash:
Money market funds		—		3,029		—		3,029
Total	$	172,485	$	906,799	$	—	$	1,079,284

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents, and restricted cash (within prepaid expenses and other current assets and other long-term assets) on the consolidated balance sheets. At March 31, 2021 and December 31, 2020, Level 2 securities were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.

As of March 31, 2021, the fair value of the 2022 Notes was $387.4 million and the fair value of the 2025 Notes was $758.5 million. The fair value was determined based on the quoted price of the 2022 and 2025 Notes in an inactive market on the last trading day of the reporting period and has been classified as Level 2 within the fair value hierarchy.

For certain other financial instruments, including accounts receivable, accounts payable, capital leases and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.

Restricted cash is comprised of money market funds related to landlord guarantees for leased facilities. These restricted cash balances have been excluded from our cash and cash equivalents balance on our consolidated balance sheets.

Strategic investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not have the ability to exercise significant influence. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the statement of operations. The Company holds $9.0 million of strategic investments without readily determinable fair values at March 31, 2021 and $6.7 million of strategic investments without readily determinable fair values at December 31, 2020. These investments are included in other assets on the consolidated balance sheets. There have been no adjustments to the carrying value of the strategic investments resulting from impairments or observable price changes in the three months ended March 31, 2021.

The following tables summarize the composition of our short- and long-term investments at March 31, 2021 and December 31, 2020.

	March 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Fair Value
	(in thousands)
Commercial paper	$	151,863	$	—	$	—		$	151,863
Corporate bonds		221,304		222		(151	)		221,375
U.S. Government agency securities		1,803		—		—			1,803
U.S. Treasury securities		513,164		123		(3	)		513,284
Total	$	888,134	$	345	$	(154	)	$	888,325

	December 31, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Fair Value
	(in thousands)
Commercial paper	$	12,233	$	—	$	—		$	12,233
Corporate bonds		115,983		427		(39	)		116,371
U.S. Treasury securities		774,667		105		—			774,772
Certificates of deposit		394		—		—			394
Total	$	903,277	$	532	$	(39	)	$	903,770

For all of our securities for which the amortized cost basis was greater than the fair value at March 31, 2021, the Company has concluded that there is no plan to sell the security nor is it more likely than not that the Company would be required to sell the security before its anticipated recovery. In making the determination as to whether the unrealized loss is other-than-temporary, the Company considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating and the time to maturity.

Contractual Maturities

The contractual maturities of short-term and long-term investments held at March 31, 2021 and December 31, 2020 are as follows:

	March 31, 2021				December 31, 2020
	Amortized Cost Basis		Aggregate Fair Value		Amortized Cost Basis		Aggregate Fair Value
	(in thousands)				(in thousands)
Due within one year	$	782,054	$	782,335	$	872,637	$	873,073
Due after 1 year through 2 years		106,080		105,990		30,640		30,697
Total	$	888,134	$	888,325	$	903,277	$	903,770

- 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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