FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: • 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 active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities 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; and • 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. We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively. We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis (in thousands): March 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 103,753 $ 250,081 $ — $ 353,834 $ 137,636 $ 187,453 $ — $ 325,089 Investments: Commercial paper — 109,873 — 109,873 — 127,302 — 127,302 Corporate debt securities — 87,381 — 87,381 — 49,491 — 49,491 U.S. government & agency securities — 323,804 — 323,804 — 270,436 — 270,436 Total investments — 521,058 — 521,058 — 447,229 — 447,229 Short-term restricted cash 300 — — 300 300 — — 300 Long-term restricted cash 2,922 — — 2,922 2,922 — — 2,922 Total assets measured at fair value $ 106,975 $ 771,139 $ — $ 878,114 $ 140,858 $ 634,682 $ — $ 775,540 Liabilities Contingent consideration $ — $ — $ 184,350 $ 184,350 $ — $ — $ 172,094 $ 172,094 Total liabilities measured at fair value $ — $ — $ 184,350 $ 184,350 $ — $ — $ 172,094 $ 172,094 We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value. We estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from June 30, 2023 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which ranges from 9.3% to 10.2%. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation. Changes in the estimated fair value of the contingent consideration liability for the three months ended March 31, 2023 were as follows (in thousands): Level 3 Beginning balance as of December 31, 2022 $ 172,094 Change in estimated fair value 12,256 Ending balance as of March 31, 2023 $ 184,350 Changes to the fair value are recorded as change in fair value of contingent consideration in the Condensed Consolidated Statement of Operations and Comprehensive Loss. For the three months ended March 31, 2023, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis, and our valuation techniques did not change compared to the prior year. The following tables summarize our cash, cash equivalents and investments (in thousands): As of March 31, 2023 Amortized Gross Gross Fair Cash and cash equivalents 353,837 24 (27) 353,834 Investments: Commercial paper 110,009 17 (153) 109,873 Corporate debt securities 87,426 299 (344) 87,381 U.S. government & agency securities 325,544 576 (2,316) 323,804 Total investments 522,979 892 (2,813) 521,058 Total cash, cash equivalents and investments $ 876,816 $ 916 $ (2,840) $ 874,892 Short-term restricted cash $ 300 $ — $ — $ 300 Long-term restricted cash $ 2,922 $ — $ — $ 2,922 As of December 31, 2022 Amortized Gross Gross Fair Cash and cash equivalents 325,144 6 (61) 325,089 Investments: Commercial paper 127,626 9 (333) 127,302 Corporate debt securities 49,998 — (507) 49,491 U.S. government & agency securities 274,315 1 (3,880) 270,436 Total investments 451,939 10 (4,720) 447,229 Total cash, cash equivalents and investments $ 777,083 $ 16 $ (4,781) $ 772,318 Short-term restricted cash $ 300 $ — $ — $ 300 Long-term restricted cash $ 2,922 $ — $ — $ 2,922 The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of March 31, 2023 (in thousands): Fair Value Due in one year or less $ 634,191 Due after one year through five years 136,948 Total $ 771,139 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. |