Quarterly report pursuant to Section 13 or 15(d)

FAIR VALUE MEASUREMENTS

v3.21.2
FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS

The Company uses the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair values for certain of its assets and liabilities:

Level 1 is based on observable inputs, such as quoted prices in active markets;

Level 2 is based on inputs other than the quoted prices in active markets that are observable either directly or indirectly; and

Level 3 is based on unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Items measured at fair value on a recurring basis include money market funds.

The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands):

September 30, 2021

Quoted Prices in

Significant

Active Markets

Other

Significant

 

for Identical

Observable

Unobservable

 

Items

Inputs

Inputs

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Assets:

Money market funds

$

126,086

$

$

$

126,086

Commercial paper

128,825

128,825

Corporate bonds

 

 

86,899

 

86,899

Government bonds

36,520

36,520

Asset-backed securities

24,828

24,828

Equity securities

15,200

15,200

Company-owned life insurance cash surrender value

330

330

Other investments

7,259

7,259

Total assets

$

126,086

$

277,402

$

22,459

$

425,947

Liabilities:

Contingent consideration

$

$

$

5,917

$

5,917

Total liabilities

$

$

$

5,917

$

5,917

December 31, 2020

Quoted Prices in

Significant 

 Active Markets

Other

Significant

 for Identical

 Observable 

 Unobservable 

 Items

Inputs

Inputs

    

 (Level 1)

    

 (Level 2)

    

 (Level 3)

    

Total

Assets:

 

  

 

  

 

  

 

  

Money market funds

$

407,512

$

$

$

407,512

Commercial paper

119,285

119,285

Corporate bonds

 

 

47,959

 

47,959

U.S. Treasury securities

19,997

19,997

Other investments

3,000

3,000

Total assets

$

427,509

$

167,244

$

3,000

$

597,753

Liabilities:

Private Placement Warrants

$

$

$

93,328

$

93,328

Total liabilities

$

$

$

93,328

$

93,328

The Company has determined that the estimated fair value of its corporate bonds and commercial paper are reported as Level 2 financial assets as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset.

The fair value of the equity investment includes market price and management assumptions around the discount for the lack or marketability due to security specific characteristics. During the three and nine months ended September 30, 2021, the Company recorded an unrealized loss on the equity investment of $1.9 million in interest and other (expense) income, net in the condensed consolidated statements of operations.

Other investments consist of investments in private companies via convertible debt instruments, which are reported as a Level 3 financial asset because the methodology used to develop the estimated fair values includes significant unobservable inputs reflecting management’s own assumptions. Assumptions used in fair valuing convertible debt instruments include the rights and obligations of the notes the Company holds as well as the probability of a qualified financing event, acquisition, or change in control. During the three and nine months ended September 30, 2021, the Company recognized gains on convertible debt instruments of $0.1 million and $0.6 million, respectively, in interest and other (expense) income, net in the condensed consolidated statements of operations.

Company-owned life insurance contracts are recorded at their cash surrender value, which approximates fair value. These assets are measured using Level 2 inputs, based on the underlying assets of the insurance policies.

The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model and is classified as a Level 3 financial instrument. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield. During the three and nine months ended September 30, 2021, the Company recognized no gain and a gain of $56.6 million on the Private Placement Warrants. The Private Placement Warrants were all exercised as of March 2, 2021.

The contingent consideration liability was valued using a Monte Carlo simulation in a risk-neutral framework as well as a scenario based approach (both special cases of the income approach), based on key inputs that are not all observable in the market and is classified as a Level 3 liability. The Company assess the fair value of the contingent consideration liability at each reporting period, with any subsequent changes to the fair value of the liability reflected in the condensed consolidated statement of operations until the liability is settled. During the three and nine months ended September 30, 2021, the Company recognized a change in fair value of contingent consideration of $0.2 million in both periods.

There were no transfers between fair value measure levels during the nine months ended September 30, 2021 and 2020. The following table presents information about the Company’s movement in Level 3 assets measured at fair value (in thousands):

Nine Months Ended September 30, 

2021

    

2020

Balance at beginning of period

$

3,000

$

Additions

23,620

Changes in fair value

(4,161)

Balance at end of period

$

22,459

$

The following table presents information about the Company’s movement in Level 3 liabilities measured at fair value (in thousands):

Nine Months Ended September 30, 

2021

    

2020

Balance at beginning of period

$

93,328

$

Additions

6,558

Changes in fair value

59,022

Foreign currency translation

(167)

Exercise of private placement warrants

(149,904)

Disposals

(2,920)

Balance at end of period

$

5,917

$

In June 2021, the Company entered into a subscription agreement to purchase the equity investment in Shapeways, which resulted in an initial subscription agreement liability of $0.5 million. During the three months ended September 30, 2021, the Company recognized an additional loss in fair value of $2.4 million related to the subscription agreement liability, which was derecognized in September 2021 upon the purchase of the equity investment in Shapeways in September 2021.