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, equity securities of Verve Therapeutics, Inc, or Verve, contingent consideration liabilities related to the agreement and plan of merger pursuant to which the Company acquired Guide, or the Guide Merger Agreement, 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 following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at September 30, 2022 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 124,096 124,096 $ 124,096 $ — $ — Commercial paper 32,415 32,415 — 32,415 — Marketable securities: Commercial paper 621,335 621,335 — 621,335 — Corporate notes 18,921 18,921 — 18,921 — U.S. Treasury securities 224,320 224,320 — 224,320 — U.S Government securities 54,679 54,679 — 54,679 — Equity securities included in marketable securities: Corporate equity securities 18,788 18,788 18,788 — — Total assets $ 1,094,554 $ 1,094,554 $ 142,884 $ 951,670 $ — Liabilities Success payment liability – Harvard $ 10,500 $ 10,500 $ — $ — $ 10,500 Success payment liability – Broad Institute 10,800 10,800 — — 10,800 Contingent consideration liability – Technology 25,835 25,835 — — 25,835 Contingent consideration liability – Product 6,075 6,075 — — 6,075 Total liabilities $ 53,210 $ 53,210 $ — $ — $ 53,210 The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2021 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 540,094 $ 540,094 $ 540,094 $ — $ — Commercial paper 13,997 13,997 — 13,997 — Corporate notes 5,903 5,903 — 5,903 — Marketable securities: Commercial paper 368,743 368,743 — 368,743 — Corporate notes 16,743 16,743 — 16,743 — Equity securities included in marketable securities: Corporate equity securities 20,167 20,167 20,167 — — Total assets $ 965,647 $ 965,647 $ 560,261 $ 405,386 $ — Liabilities Success payment liability – Harvard $ 21,000 $ 21,000 $ — $ — $ 21,000 Success payment liability – Broad Institute 21,200 21,200 — — 21,200 Contingent consideration liability – Technology 24,359 $ 24,359 — — 24,359 Contingent consideration liability – Product 7,008 7,008 — — 7,008 Total liabilities $ 73,567 $ 73,567 $ — $ — $ 73,567 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 – Marketable securities, excluding corporate equity 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. The Company holds an investment in Verve consisting of shares of Verve’s common 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 Verve's initial public offering, the equity securities have a readily determinable fair value. As of September 30, 2022, the Company owned 546,970 shares of Verve's common stock valued at $ 18.8 million, which is included in marketable securities in the condensed consolidated balance sheet. The following table summarizes other income (expense) incurred due to changes in the fair value of corporate equity securities held (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Other income (expense) $ 10,431 $ ( 4,892 ) $ ( 1,378 ) $ 21,960 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), in the Company’s condensed consolidated statements of operations. Success payment liabilities – As discussed further in Note 10, License agreements , the Company is required to make payments to Harvard and Broad Institute based upon the achievement of specified multiples of the initial weighted average value of the Company’s Series A Preferred Stock or, subsequent to the Company’s initial public offering, or IPO, the market value of the Company's common stock, at specified valuation dates. The Company’s liability for the share-based success payments under the Harvard and Broad License Agreements is 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) $ 47.64 $ 79.69 $ 47.64 $ 79.69 Expected volatility 82 % 76 % 82 % 76 % Expected term (years) 0.09 - 6.75 0.10 - 7.49 0.09 - 7.61 0.10 - 8.36 The computation of expected volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies in addition to the Company's own data 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, 2022 Harvard Broad Institute Total Balance at December 31, 2021 $ 21,000 $ 21,200 $ 42,200 Change in fair value ( 10,500 ) ( 10,400 ) ( 20,900 ) Balance at September 30, 2022 $ 10,500 $ 10,800 $ 21,300 Contingent consideration liabilities – As discussed further in Note 9, Guide acquisition , 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, 2022 Technology Milestones Product Milestones Total Balance at December 31, 2021 $ 24,359 $ 7,008 $ 31,367 Change in fair value 1,476 ( 933 ) 543 Balance at September 30, 2022 $ 25,835 $ 6,075 $ 31,910 The following variables were incorporated in the calculation of the estimated fair value of the contingent consideration liabilities: Technology Milestones Product Milestones September 30, December 31, September 30, December 31, Discount Rate 10.50 % 7.50 % 10.50 % 7.50 % Probability of Achievement 10 - 90 % 10 - 75 % 2 - 15 % 2 - 15 % Projected Year of Achievement 2022 - 2024 2022 - 2023 2024 - 2029 2023 - 2029 |