FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2017

2. FAIR VALUE MEASUREMENTS

Cash Equivalents and Marketable Securities

Cash equivalents, restricted cash and marketable securities by security type at June 30, 2017 were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
(In thousands)	Cost		Gains		Losses			Fair Value
Included in cash and cash equivalents:
Money market funds	$	4,501	$	—	$	—		$	4,501

Restricted cash:
Certificate of deposit	$	268	$	—	$	—		$	268

Marketable securities:
Government-sponsored enterprise securities (due in less than one year)	$	7,500	$	—	$	(8	)	$	7,492
Government-sponsored enterprise securities (due in one to two years)	10,000		—		(39		)	9,961
Commercial paper (due in less than one year)	19,422		18		(1		)	19,439
Corporate notes (due in less than one year)	61,341		1		(34		)	61,308
Corporate notes (due in one to two years)	12,131		—		(16		)	12,115

	$	110,394	$	19	$	(98	)	$	110,315

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2016 were as follows:

	Amortized		Gross Unrealized		Gross Unrealized			Estimated
(In thousands)	Cost		Gains		Losses			Fair Value
Included in cash and cash equivalents:
Money market funds	$	11,193	$	—	$	—		$	11,193

Restricted cash:
Certificate of deposit	$	268	$	—	$	—		$	268

Marketable securities:
Government-sponsored enterprise securities (due in less than one year)	$	5,000	$	—	$	(3	)	$	4,997
Government-sponsored enterprise securities (due in one to two years)	12,500		—		(42		)	12,458
Commercial paper (due in less than one year)	31,024		50		(5		)	31,069
Corporate notes (due in less than one year)	66,012		4		(47		)	65,969
Corporate notes (due in one to two years)	1,506		—		(10		)	1,496

	$	116,042	$	54	$	(107	)	$	115,989

Marketable securities with unrealized losses at June 30, 2017 and December 31, 2016 were as follows:

	Less Than 12 Months					12 Months or Greater					Total
	Estimated		Gross Unrealized			Estimated		Gross Unrealized			Estimated		Gross Unrealized
(In thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
As of June 30, 2017:
Government-sponsored enterprise securities (due in less than one year)	$	7,492	$	(8	)	$	—	$	—		$	7,492	$	(8	)
Government-sponsored enterprise securities (due in one to two years)	9,961		(39		)	—		—			9,961		(39		)
Commercial paper (due in less than one year)	2,998		(1		)	—		—			2,998		(1		)
Corporate notes (due in less than one year)	51,911		(33		)	1,400		(1		)	53,311		(34		)
Corporate notes (due in one to two years)	12,115		(16		)	—		—			12,115		(16		)

	$	84,477	$	(97	)	$	1,400	$	(1	)	$	85,877	$	(98	)

As of December 31, 2016:
Government-sponsored enterprise securities (due in less than one year)	$	4,997	$	(3	)	$	—	$	—		$	4,997	$	(3	)
Government-sponsored enterprise securities (due in one to two years)	12,458		(42		)	—		—			12,458		(42		)
Commercial paper (due in less than one year)	8,365		(5		)	—		—			8,365		(5		)
Corporate notes (due in less than one year)	39,218		(37		)	6,944		(10		)	46,162		(47		)
Corporate notes (due in one to two years)	1,496		(10		)	—		—			1,496		(10		)

	$	66,534	$	(97	)	$	6,944	$	(10	)	$	73,478	$	(107	)

The gross unrealized losses related to government-sponsored enterprise securities, commercial paper and corporate notes as of June 30, 2017 and December 31, 2016 were due to changes in interest rates. We determined that the gross unrealized losses on our marketable securities as of June 30, 2017 and December 31, 2016 were temporary in nature. We review our investments quarterly to identify and evaluate whether any investments have indications of possible impairment. Factors considered in determining whether a loss is temporary include the length of time and extent to which the fair value has been less than the amortized cost basis and whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. We currently do not intend to sell these securities before recovery of their amortized cost bases.

Fair Value on a Recurring Basis

We categorize financial instruments recorded at fair value on our condensed balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our condensed balance sheets, including the category for such financial instruments.

Money market funds are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. U.S. government-sponsored enterprise securities, commercial paper and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 and indicates the fair value category assigned.

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for		Significant Other		Significant Unobservable
	Identical Assets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
As of June 30, 2017:
Money market funds(1)	$	4,501	$	—	$	—	$	4,501
Government-sponsored enterprise securities(2)(3)	—		17,453		—		17,453
Commercial paper(2)	—		19,439		—		19,439
Corporate notes(2)(3)	—		73,423		—		73,423

Total	$	4,501	$	110,315	$	—	$	114,816

As of December 31, 2016:
Money market funds(1)	$	11,193	$	—	$	—	$	11,193
Government-sponsored enterprise securities(2)(3)	—		17,455		—		17,455
Commercial paper(2)	—		31,069		—		31,069
Corporate notes(2)(3)	—		67,465		—		67,465

Total	$	11,193	$	115,989	$	—	$	127,182

(1)

Included in cash and cash equivalents on our condensed balance sheets.

(2)

Included in current portion of marketable securities on our condensed balance sheets.

(3)

Included in noncurrent portion of marketable securities on our condensed balance sheets.

- 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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