Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Assets and liabilities measured at fair value are classified into the following categories:

•Level I: Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

•Level II: Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and

•Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.

The Company's cash equivalents and restricted cash are comprised of highly liquid money market funds. The Company classifies money market funds within Level I of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its investments, which are comprised of U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds, within Level II of the fair value hierarchy because the fair value of these securities is priced by using inputs based on non-binding market consensus prices that are primarily corroborated by observable market data or quoted market prices for similar instruments. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented.

The following table summarizes the Company’s cash and available-for-sale securities’ amortized cost, unrealized gains (losses), and fair value by significant investment category reported as cash and cash equivalents, restricted cash short-term, restricted cash, or available-for-sale securities as of June 30, 2022 and December 31, 2021.


(in thousands)									Reported as:
June 30, 2022	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Fair Value		Cash & Cash Equivalents		Available-for-sale securities		Restricted Cash (Current and Non-Current)
Cash	$	47,815	$	—	$	—	$	47,815	$	38,458	$	—	$	9,357
Level I:
Money market funds	95,966		—		—		95,966		94,220		—		1,746
Level II:
Corporate bonds	215,087		—		(2,194)		212,893		—		212,893		—
U.S. treasury securities	1,030,056		5		(13,812)		1,016,249		9,997		1,006,252		—

Commercial paper	280,028		—		—		280,028		—		280,028		—
Subtotal	1,525,171		5		(16,006)		1,509,170		9,997		1,499,173		—
Total assets measured at fair value on a recurring basis	$	1,668,952	$	5	$	(16,006)	$	1,652,951	$	142,675	$	1,499,173	$	11,103


(in thousands)									Reported as:
December 31, 2021	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Fair Value		Cash & Cash Equivalents		Available-for-sale securities		Restricted Cash
Cash	$	64,542	$	—	$	—	$	64,542	$	64,021	$	—	$	521
Level I:
Money market funds	253,075		—		—		253,075		246,415		—		6,660
Level II:
Corporate bonds	202,774		16		(289)		202,501		3,341		199,160		—
U.S. treasury securities	960,278		2		(2,298)		957,982		—		957,982		—

Commercial paper	350,924		—		—		350,924		—		350,924		—
Subtotal	1,513,976		18		(2,587)		1,511,407		3,341		1,508,066		—
Total assets measured at fair value on a recurring basis	$	1,831,593	$	18	$	(2,587)	$	1,829,024	$	313,777	$	1,508,066	$	7,181

As of June 30, 2022, the Company had $11.1 million in total restricted cash, mainly related to $10.6 million of indemnity holdback consideration associated with business combinations. For further details on the indemnity holdback, refer to Note 13 to these condensed consolidated financial statements.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of June 30, 2022 and December 31, 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.

The amortized cost of available-for-sale investments with maturities less than one year was $1,294.0 million and $966.3 million as of June 30, 2022 and December 31, 2021, respectively. The amortized cost of available-for-sale investments with maturities greater than one year was $221.1 million and $544.4 million as of June 30, 2022 and December 31, 2021, respectively.

As of June 30, 2022, net unrealized loss on investments were $16.1 million and were included in accumulated other comprehensive income on the condensed consolidated balance sheets. As of December 31, 2021, net unrealized gains on investments were $2.7 million net of tax and were included in accumulated other comprehensive income on the condensed consolidated balance sheets. The unrealized gains and losses on available-for-sale investments are related to U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds. The Company determined any unrealized losses to be temporary. Factors considered in determining whether a loss is temporary include the financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost. As of June 30, 2022, the Company's investment portfolio consisted of investment grade securities with an average credit rating of AA.

The Company carries the 2026 Notes issued in August 2021 at face value less the unamortized issuance costs on its condensed consolidated balance sheets and presents that fair value for disclosure purposes only. As of June 30, 2022, the fair value of the 2026 Notes was $1,012.0 million. The fair value of the 2026 Notes, which are classified as Level II financial instruments, was determined based on the quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period.

The Company carries the 2025 Notes issued in May 2020 at face value less the unamortized issuance costs on its condensed consolidated balance sheets and presents that fair value for disclosure purposes only. As of June 30, 2022, the fair value of the 2025 Notes was $221.4 million. The fair value of the 2025 Notes, which are classified as Level II financial instruments, was determined based on the quoted bid prices of the 2025 Notes in an over-the-counter market on the last trading day of the reporting period. For further details on the Notes, refer to Note 7 to these condensed consolidated financial statements.

The Company classifies financial instruments in Level III of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation

models for Level III financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. There were no financial instruments classified as Level III of the fair value hierarchy as of June 30, 2022 and December 31, 2021.

- 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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