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FAIR VALUE MEASUREMENTS | 3 Months Ended
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Mar. 31, 2024
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The three levels of the fair value hierarchy established are as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands) |  | Fair Value at March 31, 2024 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Cash, cash equivalents, and restricted cash |  |  |  |  |  |  |  |
Cash and money market |  | $ | 329,357 |  |  | $ | 329,357 |  |  | $ | — |  |  | $ | — |
U.S. government agency securities |  | 18,130 |  |  | — |  |  | 18,130 |  |  | — |
Restricted cash (1) |  | 4,297 |  |  | 4,297 |  |  | — |  |  | — |
Marketable securities |  |  |  |  |  |  |  |
Corporate bonds |  | $ | 140,845 |  |  | $ | — |  |  | $ | 140,845 |  |  | $ | — |
U.S. government agency securities |  | 81,713 |  |  | — |  |  | 81,713 |  |  | — |
Asset backed securities |  | 70,750 |  |  | — |  |  | 70,750 |  |  | — |
Commercial paper |  | 8,712 |  |  | — |  |  | 8,712 |  |  | — |
Equity securities |  | 2,586 |  |  | 2,586 |  |  | — |  |  | — |
Non-marketable securities |  | $ | 6,560 |  |  | $ | — |  |  | $ | — |  |  | $ | 6,560 |
Liabilities |  |  |  |  |  |  |  |
Contingent consideration |  | $ | (294,260) |  |  | $ | — |  |  | $ | — |  |  | $ | (294,260) |
Total |  | $ | 368,690 |  |  | $ | 336,240 |  |  | $ | 320,150 |  |  | $ | (287,700) |
The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands) |  | Fair Value at December 31, 2023 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Cash, cash equivalents and restricted cash |  |  |  |  |  |  |  |
Cash and money market |  | $ | 530,100 |  |  | $ | 530,100 |  |  | $ | — |  |  | $ | — |
Commercial paper |  | 72,243 |  |  | — |  |  | 72,243 |  |  | — |
Restricted cash (1) |  | 4,297 |  |  | 4,297 |  |  | — |  |  | — |
U.S. government agency securities |  | 3,035 |  |  | — |  |  | 3,035 |  |  | — |
Marketable securities |  |  |  |  |  |  |  |
U.S. government agency securities |  | $ | 56,716 |  |  | $ | — |  |  | $ | 56,716 |  |  | $ | — |
Corporate bonds |  | 55,828 |  |  | — |  |  | 55,828 |  |  | — |
Asset backed securities |  | 34,897 |  |  | — |  |  | 34,897 |  |  | — |
Commercial paper |  | 20,984 |  |  | — |  |  | 20,984 |  |  | — |
Equity securities |  | 3,841 |  |  | 3,841 |  |  | — |  |  | — |
Non-marketable securities |  | $ | 7,650 |  |  | $ | — |  |  | $ | — |  |  | $ | 7,650 |
Liabilities |  |  |  |  |  |  |  |
Contingent consideration |  | $ | (288,657) |  |  | $ | — |  |  | $ | — |  |  | $ | (288,657) |
Total |  | $ | 500,934 |  |  | $ | 538,238 |  |  | $ | 243,703 |  |  | $ | (281,007) |
_________________________________ (1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties. There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors. The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands) |  | Non-Marketable Securities
Beginning balance, January 1, 2024 |  | $ | 7,650 |
Changes in fair value |  | (1,090) |
Ending balance, March 31, 2024 |  | $ | 6,560 |
Contingent Consideration Liabilities The fair value of the contingent consideration liabilities was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $21.7 million was included in other current liabilities and $272.6 million was included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2024. The contingent consideration liabilities were included in other long-term liabilities as of December 31, 2023. The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands) |  | Contingent Consideration
Beginning balance, January 1, 2024 |  | $ | 288,657 |
Changes in fair value (1) |  | 5,603 |
Ending balance, March 31, 2024 |  | $ | 294,260 |
______________ (1)The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations. This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% and 89% as of March 31, 2024 and December 31, 2023, respectively, and a weighted average present-value factor of 6.0% and 5.8% as of March 31, 2024 and December 31, 2023, respectively. The projected fiscal year of payment range is from 2024 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities. The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone. Non-Marketable Equity Investments Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts:
(In thousands) |  | March 31, 2024 |  | March 31, 2023
Cumulative upward adjustments (1) |  | $ | 5,100 |  |  | $ | 800 |
Cumulative downward adjustments and impairments (2) |  | 15,100 |  |  | 11,234 |
Aggregate carrying value (3) |  | 45,968 |  |  | 39,428 |
_________________________________ (1) There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively. (2) There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023. (3) The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023. There were no realized gains or losses recorded during the three and months ended March 31, 2024 and 2023. The Company has committed capital to venture capital investment funds (the “Funds”) of $18.0 million, of which $12.4 million remained callable through 2033 as of March 31, 2024. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $5.4 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively. Derivative Financial Instruments The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2024 and December 31, 2023 the Company had open foreign currency forward contracts with notional amounts of $46.2 million and $39.5 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at March 31, 2024 and December 31, 2023 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2024. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three months ended March 31, 2024 and 2023.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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