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, corporate equity securities of Verve Therapeutics, Inc., or Verve, and Prime Medicine, Inc., or Prime, 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 March 31, 2023 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 217,038 217,038 $ 217,038 $ — $ — Marketable securities: Commercial paper 588,022 588,022 — 588,022 — U.S. Treasury securities 58,567 58,567 — 58,567 — U.S Government securities 135,441 135,441 — 135,441 — Corporate equity securities 27,670 27,670 27,670 — — Total assets $ 1,026,738 $ 1,026,738 $ 244,708 $ 782,030 $ — Liabilities Success payment liability – Harvard $ 6,200 $ 6,200 $ — $ — $ 6,200 Success payment liability – Broad Institute 6,500 6,500 — — 6,500 Contingent consideration liability – Technology 6,168 6,168 — — 6,168 Contingent consideration liability – Product 6,591 6,591 — — 6,591 Total liabilities $ 25,459 $ 25,459 $ — $ — $ 25,459 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, 2022 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 218,794 218,794 $ 218,794 $ — $ — Commercial paper 10,475 10,475 — 10,475 — Corporate notes 3,498 3,498 — 3,498 — Marketable securities: Commercial paper 577,728 577,728 — 577,728 — Corporate notes 18,996 18,996 — 18,996 — U.S. Treasury securities 145,312 145,312 — 145,312 — U.S. Government securities 62,864 62,864 — 62,864 — Equity securities included in marketable securities: Corporate equity securities 40,467 40,467 40,467 — — Total assets $ 1,078,134 $ 1,078,134 $ 259,261 $ 818,873 $ — Liabilities Success payment liability – Harvard $ 9,000 $ 9,000 $ — $ — $ 9,000 Success payment liability – Broad Institute 9,300 9,300 — — 9,300 Contingent consideration liability – Technology 6,025 6,025 — — 6,025 Contingent consideration liability – Product 6,438 6,438 — — 6,438 Total liabilities $ 30,763 $ 30,763 $ — $ — $ 30,763 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. As of March 31, 2023, the Company owned 546,970 shares of Verve's common stock valued at $ 7.9 million, which is included in marketable securities in the condensed consolidated balance sheet. The Company also holds an investment in Prime consisting of 1,608,337 shares of Prime's common stock. As of March 31, 2023, the Company's investment in Prime's common stock was valued at $ 19.8 million, which is included in marketable securities in the condensed consolidated balance sheet. Pursuant to ASC 825, Financial instruments , 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. The following table summarizes other income (expense) recorded due to changes in the fair value of corporate equity securities held (in thousands): Three Months Ended March 31, 2023 2022 Other income (expense) $ ( 12,797 ) $ ( 7,685 ) Success payment liabilities – As discussed further in Note 8, License agreements , the Company is required to make payments to Harvard and Broad Institute based upon the achievement of specified multiples of 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 March 31, December 31, March 31, December 31, Fair value of common stock (per share) $ 30.62 $ 39.11 $ 30.62 $ 39.11 Expected volatility 80 % 82 % 79 % 82 % Expected term (years) 0.08 - 6.25 0.08 - 6.49 0.08 - 7.11 0.08 - 7.36 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): Three Months Ended March 31, 2023 Harvard Broad Institute Total Balance at December 31, 2022 $ 9,000 $ 9,300 $ 18,300 Change in fair value ( 2,800 ) ( 2,800 ) ( 5,600 ) Balance at March 31, 2023 $ 6,200 $ 6,500 $ 12,700 Contingent consideration liabilities – 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. Changes in fair value are reflected in the Company’s condensed consolidated statements of operations and other comprehensive loss, presented in other income (expense). 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): Three Months Ended March 31, 2023 Technology Milestones Product Milestones Total Balance at December 31, 2022 $ 6,025 $ 6,438 $ 12,463 Change in fair value 143 153 296 Balance at March 31, 2023 $ 6,168 $ 6,591 $ 12,759 The following variables were incorporated in the calculation of the estimated fair value of the contingent consideration liabilities: Technology Milestones Product Milestones March 31, December 31, March 31, December 31, Discount Rate 10.00 % 10.00 % 10.00 % 10.00 % Probability of Achievement 5 - 15 % 5 - 15 % 2 - 15 % 2 - 15 % Projected Year of Achievement 2024 - 2025 2024 - 2025 2025 - 2030 2025 - 2030 |