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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2018
Fair Value Measurements |
Fair Value Measurements | NOTE 4. FAIR VALUE MEASUREMENTS Fair value is defined 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 – Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by the Company at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets. Level 2 – Valuations based on inputs other than Level 1 that 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 assets or liabilities. Examples of assets and liabilities utilizing Level 2 inputs are corporate bonds, commercial paper, certificates of deposit and over-the-counter derivatives. Level 3 – Valuations based on unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands):
|  | September 30, 2018
|  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 66,235 |  | $ | 66,235 |  | $ | — |  | $ | —
U.S. treasury securities |  |  | 7,957 |  |  | 7,957 |  |  | — |  |  | —
Corporate bonds |  |  | 36,439 |  |  | — |  |  | 36,439 |  |  | —
Commercial paper |  |  | 65,105 |  |  | — |  |  | 65,105 |  |  | —
Asset-backed securities |  |  | 7,883 |  |  | — |  |  | 7,883 |  |  | —
Total |  | $ | 183,619 |  | $ | 74,192 |  | $ | 109,427 |  | $ | —
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Derivative liability for exit fee |  | $ | 556 |  | $ | — |  | $ | — |  | $ | 556
Foreign currency derivative contracts |  |  | 46 |  | $ | — |  | $ | 46 |  | $ | —
Total |  | $ | 602 |  | $ | — |  | $ | 46 |  | $ | 556
|  | December 31, 2017
|  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 68,651 |  | $ | 68,651 |  | $ | — |  | $ | —
U.S. treasury securities |  |  | 3,993 |  |  | 3,993 |  |  | — |  |  | —
Corporate bonds |  |  | 26,827 |  |  | — |  |  | 26,827 |  |  | —
Commercial paper |  |  | 20,420 |  |  | — |  |  | 20,420 |  |  | —
Asset-backed securities |  |  | 8,203 |  |  | — |  |  | 8,203 |  |  | —
Total |  | $ | 128,094 |  | $ | 72,644 |  | $ | 55,450 |  | $ | —
Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds, U.S. treasury securities and U.S. government-sponsored agency bonds as Level 1. When quoted market prices are not available for the specific security, the Company estimates fair value by using benchmark yields, reported trades, broker/dealer quotes and issuer spreads. The Company classifies corporate bonds, commercial paper and asset-backed securities as Level 2. In certain cases, where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. There were no transfers between Level 1 and Level 2 during the periods presented. In May 2018, pursuant to the loan and security agreement with Solar Capital Ltd. and Western Alliance Bank (see “Note 6. Borrowings”), the Company entered into an Exit Fee Agreement under which the Company agreed to pay $1.5 million in cash, or the Exit Fee, upon any change of control transaction in respect of the Company or if the Company obtains both (i) FDA approval of tenapanor in the treatment of hyperphosphatemia in ESRD patients on dialysis and (ii) FDA approval of tenapanor for the treatment of patients with IBS-C. Notwithstanding the prepayment or termination of the Term Loan, the Company’s obligation to pay the Exit Fee will expire May 16, 2028. The Company evaluated that the Exit Fee is a freestanding derivative which should be accounted for at fair value on a recurring basis. The estimated fair value of the Exit Fee is recorded as a derivative liability and included in accrued and other liabilities on the accompanying consolidated balance sheet. As of September 30, 2018, the estimated fair value of the Exit Fee was determined to be $556,000 and the derivative liability for Exit Fee increased by $10,000 from $546,000 as of June 30, 2018, primarily as a result of a change to the inputs of the calculation and the time value of money, which is presented as a component of change in derivative liabilities in the Company’s condensed consolidated statements of operations. The fair value of the derivative liability was determined using a discounted cash flow analysis and is classified as a Level 3 measurement within the fair value hierarchy since the Company’s valuation utilized significant unobservable inputs. Specifically, the key assumptions included in the calculation of the estimated fair value of the derivative instrument include: i) the Company’s estimates of both the probability and timing of a potential $1.5 million payment to Solar Capital Ltd. and Western Alliance Bank as a result of the FDA approvals, and ii) a discount rate which was derived from the Company's estimated cost of debt. Generally, increases or decreases in the probability of occurrence would result in a directionally similar impact in the fair value measurement of the derivative instrument and it is estimated that a 10% increase (decrease) in the probability of occurrence would result in a fair value fluctuation of approximately $0.1 million. Changes in the fair value of recurring measurements included in Level 3 of the fair value hierarchy are presented as changes in derivative liabilities for Exit Fee in the Company's condensed consolidated statements of operations and were as follows for the nine months ended September 30, 2018 (in thousands):
|  | Estimated Fair Value
|  | of Derivative Liability
Balance of Level 3 Liabilities at December 31, 2017 |  | $ | —
Initial estimated fair value of derivative liability for exit fee |  |  | 546
Balance of Level 3 Liabilities at June 30, 2018 |  |  | 546
Change in estimated fair value of derivative liability for exit fee |  |  | 10
Balance of Level 3 Liabilities at September 30, 2018 |  | $ | 556
The carrying amounts reflected in the balance sheets for cash equivalents, short-term investments, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values at both September 30, 2018 and December 31, 2017, due to their short-term nature.

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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/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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