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Investments and Fair Value of Financial Instruments | 3 Months Ended
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Mar. 31, 2021
Fair Value Disclosures [Abstract] |
Investments and Fair Value of Financial Instruments | 3. Investments and Fair Value of Financial Instruments Marketable Investments The Company’s marketable investments have been classified and accounted for as available-for-sale. The following table presents the Company’s marketable investments as of March 31, 2021 and December 31, 2020 (in thousands):
|  | March 31, 2021
|  |  |  | Securities with net gains or losses in accumulated other comprehensive income (loss) |  |  |  |
|  | Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Allowance for Credit Loss |  | Fair Value
Commercial paper |  | $ | 4,247 |  |  | $ | 2 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,249 |
U.S. agency and government sponsored securities |  | 4,548 |  |  | 7 |  |  | — |  |  | — |  |  | 4,555 |
U.S. states and municipalities |  | 47,283 |  |  | 148 |  |  | (6) |  |  | — |  |  | 47,425 |
Corporate bonds |  | 130,411 |  |  | 396 |  |  | (59) |  |  | — |  |  | 130,748 |
Total |  | $ | 186,489 |  |  | $ | 553 |  |  | $ | (65) |  |  | $ | — |  |  | $ | 186,977 |
|  | December 31, 2020
|  |  |  | Securities with net gains or losses in accumulated other comprehensive income (loss) |  |  |  |
|  | Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Allowance for Credit Loss |  | Fair Value
Commercial paper |  | $ | 4,242 |  |  | $ | 4 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,246 |
U.S. agency and government sponsored securities |  | 7,846 |  |  | 11 |  |  | — |  |  | — |  |  | 7,857 |
U.S. states and municipalities |  | 47,934 |  |  | 162 |  |  | (1) |  |  | — |  |  | 48,095 |
Corporate bonds |  | 134,298 |  |  | 669 |  |  | (3) |  |  | — |  |  | 134,964 |
Total |  | $ | 194,320 |  |  | $ | 846 |  |  | $ | (4) |  |  | $ | — |  |  | $ | 195,162 |
As of March 31, 2021, the total amortized cost basis of the Company’s impaired available-for-sale securities exceeded its fair value by a nominal amount. The Company reviewed its impaired available-for-sale securities and concluded that the decline in fair value was not related to credit losses and is recoverable. Accordingly, during the three months ended March 31, 2021 no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive loss. The following tables present the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than twelve months or for twelve months or more as of March 31, 2021 and December 31, 2020 (in thousands):
|  | March 31, 2021
|  | Less than 12 months |  | 12 months or more |  | Total
|  | Fair Value |  | Gross Unrealized Losses |  | Fair Value |  | Gross Unrealized Losses |  | Fair Value |  | Gross Unrealized Losses
U.S. states and municipalities |  | $ | 3,590 |  |  | $ | (6) |  |  | $ | — |  |  | $ | — |  |  | $ | 3,590 |  |  | $ | (6) |
Corporate bonds |  | 32,127 |  |  | (59) |  |  | — |  |  | — |  |  | 32,127 |  |  | (59) |
Total |  | $ | 35,717 |  |  | $ | (65) |  |  | $ | — |  |  | $ | — |  |  | $ | 35,717 |  |  | $ | (65) |
|  | December 31, 2020
|  | Less than 12 months |  | 12 months or more |  | Total
|  | Fair Value |  | Gross Unrealized Losses |  | Fair Value |  | Gross Unrealized Losses |  | Fair Value |  | Gross Unrealized Losses
U.S. states and municipalities |  | 1,408 |  |  | (1) |  |  | — |  |  | — |  |  | 1,408 |  |  | (1) |
Corporate bonds |  | $ | 12,552 |  |  | $ | (3) |  |  | $ | — |  |  | $ | — |  |  | $ | 12,552 |  |  | $ | (3) |
Total |  | $ | 13,960 |  |  | $ | (4) |  |  | $ | — |  |  | $ | — |  |  | $ | 13,960 |  |  | $ | (4) |
The following table presents the contractual maturities of the Company’s marketable investments as of March 31, 2021 (in thousands):
|  | March 31, 2021 |  |
|  | Amortized Cost |  | Fair Value |  |
Due in less than one year |  | $ | 100,191 |  |  | $ | 100,403 |  |  |
Due in one to five years |  | 86,298 |  |  | 86,574 |  |  |
Total |  | $ | 186,489 |  |  | $ | 186,977 |  |  |
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 (an exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as 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 assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company classifies its cash equivalents and marketable investments within Level 1 and Level 2, as it uses quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. In addition, the Company assesses the inputs and methods used in determining the fair value in order to determine the classification of securities in the fair value hierarchy. The Company did not hold any Level 3 marketable investments as of March 31, 2021 or December 31, 2020. During the three months ended March 31, 2021 and 2020, the Company did not have any transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy. Additionally, the Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2021 or December 31, 2020. The following tables set forth the Company’s financial assets measured at fair value by level within the fair value hierarchy as of March 31, 2021 and December 31, 2020 (in thousands):
|  | As of March 31, 2021
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Financial Assets |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |
Money market funds |  | $ | 11,056 |  |  | $ | — |  |  | $ | — |  |  | $ | 11,056 |
Marketable investments: |  |  |  |  |  |  |  |
Commercial paper |  | — |  |  | 4,249 |  |  | — |  |  | 4,249 |
U.S. agency and government sponsored securities |  | — |  |  | 4,555 |  |  | — |  |  | 4,555 |
U.S. states and municipalities |  | — |  |  | 47,425 |  |  | — |  |  | 47,425 |
Corporate bonds |  | — |  |  | 130,748 |  |  | — |  |  | 130,748 |
Total |  | $ | 11,056 |  |  | $ | 186,977 |  |  | $ | — |  |  | $ | 198,033 |
|  | As of December 31, 2020
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Financial Assets |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |
Money market funds |  | 33,054 |  |  | — |  |  | — |  |  | 33,054 |
Marketable investments: |  |  |  |  |  |  |  |
Commercial paper |  | — |  |  | 4,246 |  |  | — |  |  | 4,246 |
U.S. agency and government sponsored securities |  | — |  |  | 7,857 |  |  | — |  |  | 7,857 |
U.S. states and municipalities |  | — |  |  | 48,095 |  |  | — |  |  | 48,095 |
Corporate bonds |  | — |  |  | 134,964 |  |  | — |  |  | 134,964 |
Total |  | $ | 33,054 |  |  | $ | 195,162 |  |  | $ | — |  |  | $ | 228,216 |
Contingent Consideration Obligations As of March 31, 2021 and December 31, 2020, there were no contingent consideration liabilities classified as Level 3. The Company had a contingent consideration liability balance of $1.2 million related to milestone payments due in connection with the 2017 acquisition of Crossmed S.p.a. (“Crossmed”) and was based on actual revenue performance for the year ended December 31, 2019 and not based on unobservable inputs. The Company made this payment during the three months ended March 31, 2020 of which $0.5 million is presented in operating activities and $0.7 million is presented in financing activities in the condensed consolidated statement of cash flows. The following table summarizes the changes in fair value of the contingent consideration obligation for the three months ended March 31, 2020 (in thousands):
|  | Fair Value of Contingent Consideration
Balance at December 31, 2019 |  | $ | 1,206 |
Payments of contingent consideration liabilities |  | (1,186) |
Changes in fair value |  | — |
Foreign currency remeasurement |  | (20) |
Balance at March 31, 2020 |  | $ | — |

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- 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 Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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