Fair Value of Financial Instruments | 4. f air value of financial instruments The Company’s financial instruments that are measured at fair value on a recurring basis consist of cash equivalents, marketable securities, contingent consideration liabilities related to the Guide Merger Agreement, equity securities of Verve Therapeutics, Inc., or Verve, and success payment derivative liabilities pursuant to the license agreement, or the Harvard License Agreement, between President and Fellows of Harvard University, or Harvard, and the Company, and the license agreement, or the Broad License Agreement, between The Broad Institute, Inc., or Broad Institute, and the Company. The Company also holds an investment in privately issued corporate equity securities, which are accounted for as investments in equity securities. This investment does not have a readily determinable fair value and the Company values the investment based on the cost of the equity securities adjusted for observable market transactions or impairments, if any, and records any changes in value through earnings. The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at September 30, 2021 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 583,524 $ 583,524 $ 583,524 $ — $ — Commercial paper 28,499 28,499 — 28,499 — Marketable securities: Commercial paper 317,324 317,324 — 317,324 — Corporate notes 4,058 4,058 — 4,058 — Equity securities included in other long-term investments: Corporate equity securities 24,438 24,438 — 24,438 — Total assets $ 957,843 $ 957,843 $ 583,524 $ 374,319 $ — Liabilities Success payment liability – Harvard $ 24,700 $ 24,700 $ — $ — $ 24,700 Success payment liability – Broad Institute 24,900 24,900 — — 24,900 Contingent consideration liability – Technology 19,910 19,910 $ — $ — $ 19,910 Contingent consideration liability – Product 7,050 7,050 — — 7,050 Total liabilities $ 76,560 $ 76,560 $ — $ — $ 76,560 The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2020 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 88,259 $ 88,259 $ 88,259 $ — $ — Commercial paper 60,494 60,497 — 60,497 — Corporate notes 12,314 12,308 — 12,308 — Marketable securities: Commercial paper 113,622 113,622 — 113,622 — Corporate notes 7,836 7,836 — 7,836 — U.S. Treasury securities 11,009 11,009 — 11,009 — Government securities 5,033 5,033 — 5,033 — Total assets $ 298,567 $ 298,564 $ 88,259 $ 210,305 $ — Liabilities Success payment liability – Harvard $ 35,500 $ 35,500 $ — $ — $ 35,500 Success payment liability – Broad Institute 35,700 35,700 — — 35,700 Total liabilities $ 71,200 $ 71,200 $ — $ — $ 71,200 Cash equivalents – Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Commercial paper and corporate notes are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Marketable securities and long-term investments – Marketable securities are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. During the nine months ended September 30, 2021, the Company held an investment in Verve consisting of shares of Verve’s common and preferred stock. Prior to Verve's initial public offering in June 2021, the Company valued such investment based on the cost of the equity securities adjusted for any observable market transactions. Following the initial public offering, the equity securities have a readily determinable fair value; however, they are subject to transfer restrictions. As of September 30, 2021 the Company owned 546,970 shares of Verve's common stock, the value of which is included in long-term investments in the condensed consolidated balance sheet. The Company recorded the investment at fair value of $ 24.4 million as of September 30, 2021, which resulted in the recognition of $ 4.9 million of other expense and $ 22.0 million of other income for the three and nine months ended September 30, 2021, respectively. Pursuant to ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , the Company records changes in the fair value of its investments in equity securities to “Other income (expense), net” in the Company’s condensed consolidated statements of operations. Success payment liabilities – As discussed further in Note 9, License agreements , the Company is required to make payments determined based upon the achievement of specified multiples of the initial weighted average value of the Company’s redeemable convertible Series A-1 Preferred Stock and the Company's redeemable convertible Series A-2 Preferred Stock, or collectively the Series A Preferred Stock, or, subsequent to the IPO, the market value of Beam’s common stock, at specified valuation dates. The Company’s liability for success payments under the Harvard License Agreement and Broad License Agreement are carried at fair value. To determine the estimated fair value of the success payment liability, the Company uses a Monte Carlo simulation methodology, which models the future movement of stock prices based on several key variables. The following variables were incorporated in the calculation of the estimated fair value of the Harvard and Broad Institute success payment liabilities: Harvard Broad Institute September 30, December 31, September 30, December 31, Fair value of common stock (per share) $ 87.01 $ 81.64 $ 87.01 $ 81.64 Expected volatility 77 % 74 % 76 % 74 % Expected term (years) 0.10 - 7.75 0.35 - 8.49 0.10 - 8.61 0.35 - 9.36 The computation of expected volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. In addition, the Company incorporated the estimated number, timing, and probability of valuation measurement dates in the calculation of the success payment liability. The following table reconciles the change in the fair value of success payment liabilities based on Level 3 inputs (in thousands): Nine Months Ended September 30, 2021 Harvard Broad Institute Total Balance at December 31, 2020 $ 35,500 $ 35,700 $ 71,200 Payments ( 15,000 ) ( 15,000 ) ( 30,000 ) Change in fair value 4,200 4,200 8,400 Balance at September 30, 2021 $ 24,700 $ 24,900 $ 49,600 Contingent consideration liabilities – As discussed further in Note 8, Guide a cquisition , under the Guide Merger Agreement, Guide’s former stockholders and optionholders are eligible to receive up to an additional $ 100.0 million in technology milestone payments and $ 220.0 million in product milestone payments, payable in the Company’s common stock valued using the volume-weighted average price of the Company’s stock over the ten-day trading period ending two trading days prior to the date on which the applicable milestone is achieved. As these milestones are payable in the Company’s common stock, the milestone payments result in liability classification under ASC 480, Distinguishing Liabilities from Equity . These contingent consideration liabilities are carried at fair value which was estimated by applying a probability-based model, which utilized inputs based on timing of achievement that were unobservable in the market. These contingent consideration liabilities are classified within Level 3 of the fair value hierarchy. The following table reconciles the change in fair value of the contingent consideration liabilities based on level 3 inputs (in thousands): Nine Months Ended September 30, 2021 Technology Milestones Product Milestones Total Balance at February 23, 2021 (inception) $ 29,403 $ 7,110 $ 36,513 Change in fair value ( 9,493 ) ( 60 ) ( 9,553 ) Balance at September 30, 2021 $ 19,910 $ 7,050 $ 26,960 The following variables were incorporated in the calculation of the estimated fair value of the contingent consideration liabilities: Technology Milestones Product Milestones September 30, September 30, Discount Rate 7.50 % 7.50 % Probability of Achievement 10 - 50 % 2 - 15 % Projected Year of Achievement 2022 2023 - 2028 |