FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Fair Value of Financial Instruments

Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

•Level 1: quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, 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 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.

We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively.

We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability.

The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis (in thousands):


	March 31, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	103,753	$	250,081	$	—	$	353,834	$	137,636	$	187,453	$	—	$	325,089
Investments:
Commercial paper	—		109,873		—		109,873		—		127,302		—		127,302
Corporate debt securities	—		87,381		—		87,381		—		49,491		—		49,491
U.S. government & agency securities	—		323,804		—		323,804		—		270,436		—		270,436
Total investments	—		521,058		—		521,058		—		447,229		—		447,229

Short-term restricted cash	300		—		—		300		300		—		—		300
Long-term restricted cash	2,922		—		—		2,922		2,922		—		—		2,922
Total assets measured at fair value	$	106,975	$	771,139	$	—	$	878,114	$	140,858	$	634,682	$	—	$	775,540

Liabilities
Contingent consideration	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094
Total liabilities measured at fair value	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094

We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value.

We estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from June 30, 2023 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which ranges from 9.3% to 10.2%. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation.

Changes in the estimated fair value of the contingent consideration liability for the three months ended March 31, 2023 were as follows (in thousands):


	Level 3
Beginning balance as of December 31, 2022	$	172,094
Change in estimated fair value	12,256
Ending balance as of March 31, 2023	$	184,350

Changes to the fair value are recorded as change in fair value of contingent consideration in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

For the three months ended March 31, 2023, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis, and our valuation techniques did not change compared to the prior year.

The following tables summarize our cash, cash equivalents and investments (in thousands):


	As of March 31, 2023
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	353,837		24		(27)		353,834
Investments:
Commercial paper	110,009		17		(153)		109,873
Corporate debt securities	87,426		299		(344)		87,381
U.S. government & agency securities	325,544		576		(2,316)		323,804
Total investments	522,979		892		(2,813)		521,058
Total cash, cash equivalents and investments	$	876,816	$	916	$	(2,840)	$	874,892

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922


	As of December 31, 2022
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	325,144		6		(61)		325,089
Investments:
Commercial paper	127,626		9		(333)		127,302
Corporate debt securities	49,998		—		(507)		49,491
U.S. government & agency securities	274,315		1		(3,880)		270,436
Total investments	451,939		10		(4,720)		447,229
Total cash, cash equivalents and investments	$	777,083	$	16	$	(4,781)	$	772,318

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922

The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of March 31, 2023 (in thousands):


	Fair Value
Due in one year or less	$	634,191
Due after one year through five years	136,948
Total	$	771,139

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.