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Financial Instruments

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

The Company measures certain of its financial instruments at fair value on a recurring basis. Financial instruments measured at fair value on a recurring basis primarily include the Company’s cash equivalents and marketable securities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

- Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds.

- Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices 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.

- 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.

The following table presents the Company’s financial assets measured at fair value on a recurring basis, as well as the amortized cost basis and gross unrealized gains and losses of those assets as of December 31, 2023 (in thousands):


									Balance Sheet Classification
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 1:
Cash	$	237,104	$	—	$	—	$	237,104	$	237,104	$	—
Money market mutual funds	23,762		—		—		23,762		23,762		—
U.S. treasury securities	138,893		38		(8)		138,923		—		138,923
Subtotal	399,759		38		(8)		399,789		260,866		138,923
Level 2:
Commercial paper	25,899		—		—		25,899		6,495		19,404
Certificates of deposit	7,768		—		—		7,768		3,010		4,758
Corporate notes and obligations	71,545		12		(21)		71,536		12,672		58,864
Asset-backed securities	7,319		7		(10)		7,316		—		7,316
U.S. agency securities	7,814		—		(5)		7,809		—		7,809
Subtotal	120,345		19		(36)		120,328		22,177		98,151
Total cash, cash equivalents, and marketable securities	$	520,104	$	57	$	(44)	$	520,117	$	283,043	$	237,074

As of December 31, 2022, the Company’s financial assets consisted of the following (in thousands):


									Balance Sheet Classification
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 1:
Cash	$	166,341	$	—	$	—	$	166,341	$	166,341	$	—
Money market mutual funds	49,545		—		—		49,545		49,545		—
U.S. treasury securities	204,580		9		(180)		204,409		2,995		201,414
Subtotal	420,466		9		(180)		420,295		218,881		201,414
Level 2:
Commercial paper	41,348		—		—		41,348		—		41,348
Certificates of deposit	6,116		—		—		6,116		—		6,116
Corporate notes and obligations	63,912		10		(202)		63,720		1,519		62,201
Asset-backed securities	15,150		17		(29)		15,138		—		15,138
U.S. agency securities	23,736		5		(3)		23,738		6,980		16,758
Subtotal	150,262		32		(234)		150,060		8,499		141,561
Total cash, cash equivalents, and marketable securities	$	570,728	$	41	$	(414)	$	570,355	$	227,380	$	342,975

The Company’s money market mutual funds and treasury securities are measured at fair value using quoted prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. The fair values of the Company’s Level 2 commercial paper and certificates of deposit are determined using quoted prices in markets that are not active or using model-driven valuations employing

significant inputs derived from observable market data. The fair values of the Company’s Level 2 corporate notes and obligations, asset-backed securities, and U.S. agency securities are determined using an evaluated price based on a compilation of reported market information, such as benchmark yield curves, credit spreads and estimated default rates.

The carrying amounts of the Company’s remaining financial instruments not discussed in the above table, including accounts receivable and accounts payable, approximate fair value because of their short-term maturities, except for the Company’s senior unsecured notes which are valued on a quarterly basis for disclosure purposes only based on quoted prices for the Notes in less active markets and categorized accordingly as Level 2 in the fair value hierarchy. The aggregate fair value of the Notes was estimated to be approximately $478.5 million as of December 31, 2023, and approximately $451.0 million as of December 31, 2022 .

Certain assets, including operating leases, long-lived assets, and goodwill, are also subject to measurement at fair value on a non-recurring basis using Level 2 or Level 3 inputs, respectively, but only when they are deemed to be impaired. As of December 31, 2023 and December 31, 2022, no material impairments were identified on those assets required to be measured at fair value on a non-recurring basis.

Equity Securities

The Company’s investments in equity securities consist primarily of money market mutual funds. During the years ended December 31, 2023 and 2022, the Company recorded no material unrealized gains and losses in connection with its money market mutual funds held as of December 31, 2023. The Company had no investments in money market mutual funds during the year ended December 31, 2021.

Available-for-sale Debt Securities

The following table summarizes the fair value of the Company’s available-for-sale debt securities by contractual maturity as of December 31, 2023 (in thousands):


Due within 1 year	$	254,426
Due after 1 year through 5 years	4,825
Total available-for-sale debt securities	$	259,251

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

The following table summarizes the available-for-sale debt securities which have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for more than 12 months as of December 31, 2023 (in thousands):


	Less Than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Asset-backed securities	$	3,211	$	(6)	$	1,027	$	(4)	$	4,238	$	(10)
Corporate notes and obligations	40,527		(21)		—		—		40,527		(21)
U.S. treasury securities	7,397		(8)		—		—		7,397		(8)
U.S. agency securities	7,809		(5)		—		—		7,809		(5)
Total available-for-sale debt securities	$	58,944	$	(40)	$	1,027	$	(4)	$	59,971	$	(44)

The following table summarizes the available-for-sale debt securities which have been in a continuous unrealized loss position for less than 12 months as of December 31, 2022 (in thousands):


	Fair Value		Gross Unrealized Losses
Asset-backed securities	$	6,598	$	(29)
Corporate notes and obligations	55,136		(202)
U.S. treasury securities	149,128		(180)
U.S. agency securities	7,517		(3)
Total available-for-sale debt securities	$	218,379	$	(414)

The Company had no available-for-sale debt securities in a continuous unrealized loss position for more than 12 months as of December 31, 2022.

The Company did not recognize any credit losses for its available-for-sale debt securities during the years ended December 31, 2023 and 2022. The Company held no investments in available-for-sale debt securities during the years ended December 31, 2021.

During the year ended December 31, 2023, the Company did not have any sales of its available-for-sale debt securities. During the year ended December 31, 2022, the Company recorded $0.9 million in proceeds related to sales of its available-for-sale debt securities. The Company recorded no material gross realized gains and gross realized losses in its Consolidated Statement of Operations during the year ended December 31, 2022 as a result of those sales

- 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.

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