Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Note 4.

Fair Value Measurements

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.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments.

The valuation of assets and liabilities is subject to fair value measurements using a three-tiered approach and fair value measurements are classified and disclosed by the Company in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands).


	At December 31, 2021
					Significant
			Quoted prices in		other		Significant
			active markets for		observable		unobservable
	December 31,		identical assets		inputs		inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents:
Money market funds ⁽ⁱ⁾	$	4,212	$	4,212	$	—	$	—
Available for sale securities:
U.S. government agency bonds ⁽ⁱⁱ⁾		123,271		—		123,271		—
U.S. government bonds ⁽ⁱⁱ⁾		76,525		—		76,525		—
Bank certificates of deposit ⁽ⁱⁱ⁾		12,492		—		12,492		—
Commercial paper ⁽ⁱⁱ⁾		2,997		—		2,997		—
Corporate notes ⁽ⁱⁱ⁾		55,032		—		55,032		—
Asset-backed securities ⁽ⁱⁱ⁾		23,774		—		23,774		—
Municipal bonds ⁽ⁱⁱ⁾		19,252		—		19,252		—
Investments held for deferred compensation plans		7,412		—		7,412		—
Total Assets	$	324,967	$	4,212	$	320,755	$	—
Liabilities
Deferred compensation plans	$	7,302		—		7,302		—
Total Liabilities	$	7,302	$	—	$	7,302	$	—

(i)	Included in cash and cash equivalents with a maturity of three months or less from date of purchase on the consolidated balance sheets.

(ii)	Included in short-term investments on the consolidated balance sheets.


		At December 31, 2020
					Significant
			Quoted prices in		other		Significant
			active markets for		observable		unobservable
	December 31,		identical assets		inputs		inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents:
Money market funds ⁽ⁱ⁾	$	5,169	$	5,169	$	—	$	—
Available for sale securities:
U.S. government agency bonds ⁽ⁱⁱ⁾		206,924		—		206,924		—
Bank certificates of deposit ^(ii)(iii)		25,708		—		25,708		—
Commercial paper ⁽ⁱⁱ⁾		1,500		—		1,500		—
Corporate notes ⁽ⁱⁱ⁾		55,173		—		55,173		—
Asset-backed securities ⁽ⁱⁱ⁾		13,495		—		13,495		—
Municipal bonds ⁽ⁱⁱ⁾		9,972				9,972
Investments held for deferred compensation plans		5,331		—		5,331		—
Total Assets	$	323,273	$	5,169	$	318,104	$	—
Liabilities
Deferred compensation plans		5,232		—		5,232		—
Total Liabilities	$	5,232	$	—	$	5,232	$	—

(i)	Included in cash and cash equivalents with a maturity of three months or less from date of purchase on the consolidated balance sheets.

(ii)	Included in short-term investments on the consolidated balance sheets.

(iii)

One bank certificate of deposit totaling $5,000 (in thousands) is included in cash and cash equivalents on the consolidated balance sheets, as the investment has a maturity of three months or less from the date of purchase on the consolidated balance sheets.

Money market funds and currency are highly liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

U.S. government agency bonds, U.S. government bonds, bank certificates of deposit, commercial paper, municipal bonds, corporate notes and asset-backed securities are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date. Pursuant to the Company’s deferred compensation plan (the Deferred Compensation Plan), the Company has also established a rabbi trust that serves as an investment to shadow the Deferred Compensation Plan liability. The investments of the rabbi trust and Deferred Compensation Plan liability consist of company-owned life insurance policies (COLIs) and the pricing on these investments can be independently evaluated. When sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market inputs for similar securities obtained from third party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data. This approach results in the classification of these securities as Level 2 of the fair value hierarchy.

There were no transfers between levels within the fair value hierarchy during the periods presented.

The Company did not have any assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements as of December 31, 2021 and December 31, 2020.

Convertible Senior Notes

As of December 31, 2021 and December 31, 2020, the fair value of the Convertible Notes was $341.8 million and $442.2 million, respectively. The fair value was determined on the basis of the market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. See Note 8, Convertible Senior Notes for additional information.

- 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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