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Fair Value Measurement
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:
Fair Value as of December 31, 2022
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash, cash equivalents and restricted cash$108,348 $— $— $108,348 
Marketable securities— 215,464 — 215,464 
Total fair value$108,348 $215,464 $— $323,812 
Liabilities:
Assumed common stock warrants (Public)$21,015 $— $— $21,015 
Assumed common stock warrants (Private Placement)— 9,856 — 9,856 
Earnout liability— — 42,533 42,533 
Derivative liability— 344 — 344 
Total fair value$21,015 $10,200 $42,533 $73,748 
Fair Value as of December 31, 2021
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash, cash equivalents and restricted cash$47,127 $— $— $47,127 
Marketable securities— 397,458 — 397,458 
Derivative asset— 202 — 202 
Total fair value$47,127 $397,660 $— $444,787 
Liabilities:
Assumed common stock warrants (Public)$35,983 $— $— $35,983 
Assumed common stock warrants (Private Placement)— 16,877 — 16,877 
Earnout liability— — 127,757 127,757 
Derivative liability— 103 — 103 
Total fair value$35,983 $16,980 $127,757 $180,720 
The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. The marketable securities are categorized as Level 2 instruments as the estimated fair value was determined based on the estimated or actual bids and offers of the marketable securities in an over-the-counter market on the last business day of the period. All of the Company’s cash, cash equivalents, restricted cash, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because the Company’s cash, cash equivalents, restricted cash, marketable securities and foreign currency derivative contracts are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. Because the transfer of Private Placement Warrants to anyone outside of certain permitted transferees of Artius Acquisition Partners LLC (the “Sponsor”) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments.
The value of the Earnout liability is classified as Level 3 measurements under the fair value hierarchy, as these liabilities have been valued based on significant inputs not observable in the market.
As of December 31, 2022 and 2021, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature.
Marketable Securities
The Company’s marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value. The following table summarized the marketable securities by major security type as follows:
As of December 31, 2022
(in thousands)
Investments Classified as Marketable SecuritiesAmortized CostUnrealized GainsUnrealized LossesFair Value
Commercial paper$17,568 $38 $— $17,606 
Corporate bonds115,134 — (4,923)110,211 
Asset-backed securities70,825 (3,885)66,948 
U.S. government and agency securities19,308 — (917)18,391 
Foreign government and agency securities375 — (37)338 
Municipal/provincial bonds and other2,000 — (30)1,970 
Total marketable securities$225,210 $46 $(9,792)$215,464 
As of December 31, 2021
(in thousands)
Investments Classified as Marketable SecuritiesAmortized CostUnrealized GainsUnrealized LossesFair Value
Corporate bonds$274,939 $100 $(1,725)$273,314 
Asset-backed securities96,713 190 (199)96,704 
U.S. government and agency securities20,235 — (64)20,171 
Foreign government and agency securities3,262 — (19)3,243 
Municipal/provincial bonds and other4,000 — 4,005 
Total $399,149 $295 $(2,007)$397,437 
Pending purchases and sales21 — — 21 
Total marketable securities$399,170 $295 $(2,007)$397,458 
Any realized gains and losses and interest income are included in other income on the Consolidated Statements of Operations and Comprehensive Income (Loss).
We sold marketable securities for proceeds of $3,815.9 million, $2,024.1 million and zero during the year ended December 31, 2022, 2021 and 2020, respectively. As a result of those sales, we realized a loss of $1.0 million, a gain of $0.2 million, and zero during the year ended December 31, 2022, 2021 and 2020, respectively. We regularly review our available-for-sale marketable securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of the marketable securities in unrealized loss position was $193.5 million and $346.3 million as of December 31, 2022 and 2021, respectively. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not related to increased credit risk. Accordingly, we have not recorded an allowance for credit losses associated with these investments.
The contractual maturities of the investments classified as marketable securities are as follows:
As of December 31, 2022
(in thousands)Mature within one yearMature after one year through two yearsMature over two yearsFair Value
Commercial paper$17,606 $— $— $17,606 
Corporate bonds74,797 35,414 — 110,211 
Asset-backed securities1,907 4,833 60,207 66,947 
U.S. government and agency securities7,719 7,480 3,192 18,391 
Foreign government and agency securities— 338 — 338 
Municipal/provincial bonds and other1,971 — — 1,971 
Total marketable securities$104,000 $48,065 $63,399 $215,464 
As of December 31, 2021
(in thousands)Mature within one yearMature after one year through two yearsMature over two yearsFair Value
Corporate bonds$92,559 $134,199 $46,556 $273,314 
Asset-backed securities— 2,000 94,704 96,704 
U.S. government and agency securities— 7,995 12,176 20,171 
Foreign government and agency securities2,877 — 366 3,243 
Municipal/provincial bonds and other2,002 2,003 — 4,005 
Total$97,438 $146,197 $153,802 $397,437 
Pending purchases and sales21 — — 21 
Total marketable securities$97,459 $146,197 $153,802 $397,458 
Redeemable Convertible Preferred Stock Warrant Liability
Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). As a result of the Business Combination, the Legacy Origin warrants each converted into common stock of Origin at the Exchange Ratio defined in the Merger Agreement.
Derivative Asset and Liabilities
Beginning in the year ended December 31, 2021, the Company entered into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk related to certain marketable securities denominated in foreign currency. Foreign currency derivative contracts are marked-to-market at the end of each reporting period with gains and losses recognized as other income (expense). During the year ended December 31, 2022 and 2021, the Company recognized a net loss of $0.4 million and a net gain of $0.1 million, respectively, on the fair value adjustment of the foreign currency derivative contracts.
The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and embedded components of the stockholder convertible notes payable, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs:
Redeemable Convertible Preferred Stock WarrantYears Ended December 31,
(in thousands)20222021
Beginning warrant liability balance$— $19,233 
Change in fair value of warrants liability— 35,034 
Reclassification to APIC upon recapitalization— (54,267)
Ending warrant liability balance$— $— 
Embedded Derivative - Stockholder Convertible Notes PayableYears Ended December 31,
(in thousands)20222021
Beginning derivative liabilities balance$— $1,238 
Change in fair value— (1,238)
Ending derivative liabilities balance$— $—