Fair Value Measurements | Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability 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 authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted 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 III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of September 30, 2023 and December 31, 2022. The following tables summarize the Company’s cash and available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash and cash equivalents or marketable securities as of September 30, 2023 and December 31, 2022: (In thousands) September 30, 2023 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 72,707 $ — $ — $ 72,707 $ 72,707 $ — Level I Money market funds 64,821 — — 64,821 64,821 — Treasury bills 245,658 16 (12) 245,662 4,481 241,181 U.S. government securities 28,558 — (166) 28,392 — 28,392 Total Level I 339,037 16 (178) 338,875 69,302 269,573 Level II Commercial paper 35,863 — — 35,863 — 35,863 Corporate bonds 62,558 4 (62) 62,500 4,818 57,682 Commercial deposits 5,492 — — 5,492 — 5,492 Asset-backed securities 20,133 — (108) 20,025 — 20,025 Foreign government and agency securities 2,720 — (2) 2,718 — 2,718 U.S. agency securities 17,087 — (23) 17,064 — 17,064 Total Level II 143,853 4 (195) 143,662 4,818 138,844 Total $ 555,597 $ 20 $ (373) $ 555,244 $ 146,827 $ 408,417 (In thousands) December 31, 2022 Amortized Unrealized Unrealized Fair Cash and Marketable Cash $ 27,528 $ — $ — $ 27,528 $ 27,528 $ — Level I Money market funds 85,302 — — 85,302 85,302 — Treasury bills 172,500 13 (131) 172,382 5,096 167,286 U.S. government securities 106,167 — (2,025) 104,142 — 104,142 Total Level I 363,969 13 (2,156) 361,826 90,398 271,428 Level II Commercial paper 120,360 — — 120,360 8,038 112,322 Corporate bonds 85,639 3 (639) 85,003 3,420 81,583 Commercial deposits 28,945 — — 28,945 — 28,945 Asset-backed securities 33,261 31 (306) 32,986 — 32,986 Foreign government and agency securities (1) 8,176 — (10) 8,166 — 8,166 U.S. agency securities (1) 21,785 38 (23) 21,800 — 21,800 Total Level II 298,166 72 (978) 297,260 11,458 285,802 Total $ 689,663 $ 85 $ (3,134) $ 686,614 $ 129,384 $ 557,230 (1) Prior period has been reclassified to conform to the current period presentation as of September 30, 2023. Unrealized Investment Losses The following tables summarize, for all debt securities classified as available for sale in an unrealized loss position as of September 30, 2023 and December 31, 2022, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses September 30, 2023 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Treasury bills 53,749 (12) — — 53,749 (12) U.S. government securities 13,484 (79) 14,907 (87) 28,391 (166) Corporate bonds 48,521 (53) 2,630 (9) 51,151 (62) Asset-backed securities 15,072 (65) 4,953 (43) 20,025 (108) Foreign government and agency securities 2,718 (1) 1 (1) 2,719 (2) U.S. agency securities 14,574 (10) 2,490 (13) 17,064 (23) Total $ 148,118 $ (220) $ 24,981 $ (153) $ 173,099 $ (373) (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses December 31, 2022 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Treasury bills $ 132,995 $ (131) $ — $ — $ 132,995 $ (131) U.S. government securities 21,214 (63) 82,927 (1,963) 104,141 (2,026) Corporate bonds 18,274 (120) 58,235 (519) 76,509 (639) Asset-backed securities 23,515 (285) 1,707 (20) 25,222 (305) Foreign government and agency securities (1) 5,576 (8) 2,591 (2) 8,167 (10) U.S. agency securities (1) 9,478 (23) — — 9,478 (23) Total $ 211,052 $ (630) $ 145,460 $ (2,504) $ 356,512 $ (3,134) (1) Prior period has been reclassified to conform to the current period presentation as of September 30, 2023. For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, nor does it anticipate that it will need to or be required to sell the securities. As of September 30, 2023 and December 31, 2022, the decline in fair value of these securities was due to increases in interest rates and not due to credit-related factors. As of September 30, 2023 and 2022, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be impaired. The Company did not record any impairment charges with respect to its marketable securities during each of the three and nine months ended September 30, 2023 and 2022. In March 2023, the Company sold $138.2 million of available-for-sale marketable securities to enable the repurchase of a portion of the Company’s outstanding 0.25% convertible senior notes due 2026, which are referred to as the Notes. For additional information regarding the Notes, refer to “Note 7—Debt.” |