Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of September 30, 2023 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,019,232 $ 1,019,232 $ — $ — Synlogic, Inc. warrants (1) Investments 477 — 477 — Marketable equity securities (2) Investments 20,148 18,842 1,306 — Loan receivable Prepaid expenses and other current assets 100 — — 100 Notes receivable Other non-current assets 39,860 — 30,000 9,860 Total assets $ 1,079,817 $ 1,038,074 $ 31,783 $ 9,960 Liabilities: Public Warrants Warrant liabilities $ 7,934 $ 7,934 $ — $ — Private Placement Warrants (3) Warrant liabilities 4,321 — 125 4,196 Contingent consideration Accrued expenses and other current liabilities 23,838 — — 23,838 Contingent consideration Other non-current liabilities 7,488 — — 7,488 Total liabilities $ 43,581 $ 7,934 $ 125 $ 35,522 As of December 31, 2022 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,089,026 $ 1,089,026 $ — $ — Synlogic, Inc. warrants (1) Investments 1,937 — 1,937 — Marketable equity securities (2) Investments 25,714 21,312 4,402 — Notes receivable Other non-current assets 37,660 — 30,000 7,660 Total assets $ 1,154,337 $ 1,110,338 $ 36,339 $ 7,660 Liabilities: Public Warrants Warrant liabilities $ 6,900 $ 6,900 $ — $ — Private Placement Warrants (3) Warrant liabilities 3,968 — 108 3,860 Contingent consideration Accrued expenses and other current liabilities 6,378 — — 6,378 Contingent consideration Other non-current liabilities 18,095 — — 18,095 Total liabilities $ 35,341 $ 6,900 $ 108 $ 28,333 (1) The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions. (3) The fair value of Private Placement Warrants classified as Level 2 is equivalent to that of Public Warrants as the transfer of Private Placement Warrants to anyone other than the initial purchasers or any of their permitted transferees results in the Private Placement Warrants having substantially the same terms as the Public Warrants. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. Transfers from Level 2 to Level 1 during the nine months ended September 30, 2022 were due to a lapse on regulatory sales restrictions on marketable equity securities. There were no other transfers to/from Levels 1, 2, or 3 during the nine months ended September 30, 2023 and 2022. Notes Receivable The Company has elected the fair value option under ASC 825, Financial Instruments , to account for its notes receivable. Notes receivable accounted for under the fair value option are marked to market as of each balance sheet date with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2023 and December 31, 2022, notes receivable measured at fair value on a recurring basis primarily consisted of a $30.0 million senior secured note (“Senior Secured Note”) purchased from Bolt Threads, Inc. and a series of convertible promissory notes issued by customers as payment for Cell Engineering services. The Company used the yield method to value the Senior Secured Note. Under this method, the estimated future cash flows, consisting of principal and interest payments, are discounted to present value using an applicable market yield or discount rate. Increases or decreases in the market yield or discount rate would result in a decrease or increase, respectively, in the fair value measurement. The market yield is determined using a corporate bond yield curve corresponding to the credit rating category of the issuer. The fair value of the Senior Secured Note is based on observable market inputs, which represents a Level 2 measurement within the fair value hierarchy. The Company used a scenario-based method to value the series of convertible promissory notes from customers. Under the scenario-based method, future cash flows are evaluated under qualified financing, maturity and dissolution scenarios, probability-weighted, and discounted to present value. The significant unobservable (Level 3) inputs used in the fair value measurement as of September 30, 2023 were scenario probabilities of 15% to 55%, a discount rate of 17% and estimated time to event date of one as of December 31, 2022 were scenario probabilities of 15% to 55%, a discount rate of 12.5% and estimated time to event date of one The following table provides a reconciliation of notes and loans receivable measured at fair value using Level 3 significant unobservable inputs for the nine months ended September 30 (in thousands): 2023 2022 Balance at January 1, $ 7,660 $ 11,559 Additions 4,106 — Change in fair value (1,806) 269 Balance at September 30, $ 9,960 $ 11,828 Warrant Liabilities In connection with the Company's merger with Soaring Eagle Acquisition Corp. (“SRNG”) on September 16, 2021, the Company assumed 34.5 million publicly-traded warrants (“Public Warrants”) and 17.3 million private placement warrants (the “Private Placement Warrants”) previously issued in connection with SRNG’s initial public offering. The fair value of the Public Warrants is based on the observable quoted price of such warrants on the New York Stock Exchange. The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The primary unobservable input used in the valuation of the Private Placement Warrants is expected stock-price volatility. The Company estimated the volatility of its Private Placement Warrants using a Monte-Carlo simulation of the redeemable Public Warrants that assumes optimal exercise of the Company's redemption option at the earliest possible date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: September 30, 2023 December 31, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 1.81 $ 1.69 Volatility 79.0 % 71.5 % Term (in years) 2.96 3.71 Risk-free interest rate 4.83 % 4.11 % The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs for the nine months ended September 30 (in thousands): 2023 2022 Balance at January 1, $ 3,860 $ 58,558 Change in fair value 336 (43,658) Balance at September 30, $ 4,196 $ 14,900 Contingent Consideration In connection with the acquisition of FGen in April 2022, the Company is required to make contingent earnout payments up to $20.0 million primarily related to the successful integration and deployment of the FGen technology across the Company's programs. In connection with the acquisition of Dutch DNA Biotech B.V. (“Dutch DNA”) in July 2021, the Company is required to make contingent earnout payments up to a maximum of $20.0 million payable upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. In connection with the acquisition of Circularis Biotechnologies, Inc., (“Circularis”) in October 2022, the Company is required to make contingent earnout payments up to a maximum of $37.5 million payable primarily upon the achievement of certain clinical trial milestones over a five-year period, $2.5 million of which was achieved in October 2023. In connection with the acquisition of Altar SAS (“Altar”) in October 2022, the Company is required to make contingent earnout payments up to $2.5 million upon the successful transfer of the Altar technology to Ginkgo's sites in the U.S. The Company also issued restricted stock related to acquisitions that is subject to vesting conditions and is classified as contingent consideration liability. The fair value of contingent consideration related to restricted stock was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate. The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. Changes in the fair value of contingent consideration are recorded in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The Company can settle all contingent consideration liabilities, other than those related to the Dutch DNA acquisition, in cash or shares of Class A common stock at the Company’s election. During the nine months ended September 30, 2023, the Company settled $4.8 million in contingent consideration liabilities through payment of $1.5 million in cash and vesting of 1.6 million shares of restricted stock valued at $3.2 million. Of that amount, $1.4 million related to the Circularis asset acquisition was recorded as an increase to the acquired intangible asset with an offset to additional paid-in-capital as the contingent consideration liability was deemed not probable until the filing of a registration statement. The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented: September 30, 2023 December 31, 2022 Contingent Consideration Liability Valuation Technique Unobservable Input Range Range Earnout payments (FGen, Dutch DNA, Circularis and Altar acquisitions) Probability-weighted present value Probability of payment 10% - 100% 2% - 100% Discount rate 14.5% - 15.3% 12.2% - 13.1% Earnout payments (Dutch DNA acquisition) Discounted cash flow Projected years of payments 2025 - 2028 2025 - 2028 Discount rate 11.5 % 12.0 % The following table provides a reconciliation of the contingent consideration measured at fair value using Level 3 significant unobservable inputs for the nine months ended September 30 (in thousands): 2023 2022 Balance at January 1, $ 24,473 $ 8,467 Additions 1,397 13,150 Change in fair value 10,217 58 Settlements and payments (4,761) (2,644) Balance at September 30, $ 31,326 $ 19,031 Nonrecurring Fair Value Measurements The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable and when there are observable price changes for the identical or similar security of the same issuer. The fair value of non-marketable equity securities is classified within Level 3 in the fair value hierarchy when the Company estimates fair value using unobservable inputs to measure the amount of the impairment loss. The fair value of non-marketable equity securities is classified within Level 2 in the fair value hierarchy when the Company estimates fair value using the observable transaction price paid by third party investors for the identical or similar security of the same issuer. During the three and nine months ended September 30, 2023, the Company recorded a $33.0 million impairment loss related to its investment in Genomatica preferred stock. The fair value measurement was determined using the guideline public company method under the market approach. The significant unobservable inputs used in the valuation included the selection and analysis of guideline public companies, revenue multiple and other unobservable assumptions. Additionally, during the three and nine months ended September 30, 2023, the Company recorded a $1.6 million downward adjustment from an observable price change related to one of its investments in non-marketable equity securities. During the nine months ended September 30, 2023, the Company received $11.0 million in Simple Agreement for Future Equity arrangements (“SAFEs”) from customers as prepayment for Cell Engineering services. The Company used a scenario-based method to value the SAFEs at contract inception, which resulted in a total fair value of $4.5 million. Under the scenario-based method, future cash flows were evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution. The cash flows under each scenario were probability-weighted and discounted to present value. The significant unobservable inputs used in the fair value measurement were scenario probabilities of 20% to 60%, a discount rate of 14% and estimated time to event date of one During the nine months ended September 30, 2023, the Company recorded a $1.8 million impairment loss related to a SAFE to write-down its carrying amount to its estimated fair value. The fair value measurement of the impairment loss was determined using the scenario-based method, whereby dissolution scenarios with partial recovery and no recovery were probability weighted 15% and 85%, respectively, and discounted to present value using a discount rate of 14%. |