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FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 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 December 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 December 31, 2024Quoted 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$595,548 $595,548 $— $— 
Restricted cash (1)
5,747 5,747 — — 
U.S. government agency securities5,341 — 5,341 — 
Marketable securities
Corporate bonds$206,874 $— $206,874 $— 
U.S. government agency securities140,952 — 140,952 — 
Asset backed securities83,339 — 83,339 — 
Equity securities
5,972 5,972 — — 
Non-marketable securities$796 $— $— $796 
Liabilities
Contingent consideration$(282,212)$— $— $(282,212)
Total$762,357 $607,267 $436,506 $(281,416)
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, 2023Quoted 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 paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 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)
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(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 material changes in valuation techniques or transfers between fair value measurement levels during the year ended December 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. 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
Balance, January 1, 2023
$10,065 
Purchases of non-marketable securities
6,957 
Changes in fair value
1,127 
Settlement of non-marketable securities
(10,499)
Balance, December 31, 2023
7,650 
Changes in fair value(604)
Settlement of non-marketable securities
(6,250)
Balance, December 31, 2024
$796 
Contingent Consideration Liabilities
The fair value of the contingent consideration liabilities was $282.2 million and $288.7 million as of December 31, 2024 and 2023, respectively, of which $19.7 million was included in other current liabilities and $262.5 million was included in other long-term liabilities in the consolidated balance sheet as of December 31, 2024. The contingent consideration liabilities were included in other long-term liabilities in the consolidated balance sheet as of December 31, 2023.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
Year Ended December 31,
(In thousands)202420232022
Beginning balance
$288,657 $306,927 $359,021 
Purchase price contingent consideration (1)
— — 4,600 
Changes in fair value (2)
(3,345)(18,044)(56,617)
Payments (3)
(3,100)(226)(77)
Ending balance
$282,212 $288,657 $306,927 
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(1)    The increase in contingent consideration liability is due to the contingent consideration associated with the acquisition of OmicEra. Refer to Note 18 for further information.
(2)    The change in fair value of the contingent consideration liability is included in general and administrative expenses in the consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022.
(3)    Payment was made in the second quarter of 2024 to settle the contingent consideration liability previously recorded related to the Company’s acquisition of OmicEra.
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, Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $282.2 million and $288.7 million as of December 31, 2024 and 2023, respectively. The Company estimates the fair value of the contingent consideration 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 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 December 31, 2024 and 2023, respectively, and a weighted average present-value factor of 6.2% and 5.8% as of December 31, 2024 and 2023, respectively. The projected fiscal year of payment range is from 2025 to 2031. 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 Securities
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:
Year Ended December 31,
(In thousands)
20242023
Cumulative upward adjustments (1)
$5,102 $5,093 
Cumulative downward adjustments and impairments (2)
(16,850)(15,071)
Aggregate carrying value50,448 45,968 
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(1)    There were no material upward adjustments recorded on non-marketable equity securities held for the years ended December 31, 2024, 2023, and 2022.
(2)    There were no material downward adjustments or impairments on non-marketable equity securities held for the years ended December 31, 2024, 2023, and 2022.
There were no material realized gains or losses recorded during the years ended December 31, 2024, 2023, and 2022.
The Company has committed capital to venture capital investment funds of $18.0 million, of which $10.9 million remains callable through 2033 as of December 31, 2024. The aggregate carrying amount of these funds, which are classified as a component of other long-term assets, net in the Company’s consolidated balance sheets, was $7.5 million and $5.2 million as of December 31, 2024 and 2023, respectively. Gains and losses recorded on the Company's investments in the Funds were not significant for the years ended December 31, 2024, 2023, and 2022.
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 December 31, 2024 and 2023, the Company had open foreign currency forward contracts with notional amounts of $44.2 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 December 31, 2024 and 2023, and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of December 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 years ended December 31, 2024 and 2023.