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 and success payment derivative liabilities pursuant to the license agreement between Harvard University, or Harvard, and the Company, or the Harvard License Agreement, and the license agreement between Broad Institute of MIT and Harvard, or Broad Institute, and Blink, or the Broad License Agreement. The Company also holds investments in privately issued corporate equity securities, which are accounted for as investments in equity securities. These investments do not have readily determinable fair values and the Company values such investments based on the cost of the equity securities adjusted for observable market transactions or impairments, if any. As of March 31, 2021, the Company held $3.6 million of investments in privately issued corporate equity securities. During the three months ended March 31, 2021, as a result of an observable market transaction (Level 2), the Company adjusted the value of one of its investments and recorded an unrealized gain of $1.0 million in interest and other income (expense), net in the Company’s condensed consolidated statements of operations and other comprehensive loss. The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at March 31, 2021 (in thousands): Carrying amount Fair value Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 62,831 $ 62,831 $ 62,831 $ — $ — Commercial paper 33,054 33,053 — 33,053 — Marketable securities: Commercial paper 377,611 377,611 — 377,611 — Corporate notes 23,623 23,623 — 23,623 — Government securities 5,004 5,004 — 5,004 — Total assets $ 502,123 $ 502,122 $ 62,831 $ 439,291 $ — Liabilities Success payment liability – Harvard $ 36,500 $ 36,500 $ — $ — $ 36,500 Success payment liability – Broad Institute 36,600 36,600 — — 36,600 Contingent consideration liability - Technology 29,648 29,648 $ — $ — $ 29,648 Contingent consideration liability - Product 7,170 7,170 — — 7,170 Total liabilities $ 109,918 $ 109,918 $ — $ — $ 109,918 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 amount Fair value 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 – The Company measures its marketable securities at fair value on a recurring basis and classify those instruments within Level 2 of the fair value hierarchy. 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. 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 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 March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Fair value of common stock (per share) $ 80.04 $ 81.64 $ 80.04 $ 81.64 Expected volatility 76 % 74 % 75 % 74 % Expected term (years) 0.10-8.25 0.35-8.49 0.10-9.11 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): Three Months Ended March 31, 2021 Harvard Broad Institute Total Balance at December 31, 2020 $ 35,500 $ 35,700 $ 71,200 Change in fair value 1,000 900 1,900 Balance at March 31, 2021 $ 36,500 $ 36,600 $ 73,100 Contingent Consideration Liabilities – As discussed further in N ote 8, 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 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 that were unobservable in the market. These contingent consideration liabilities are classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liabilities as of March 31, 2021 is $ 36.8 million. 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, 2021 Technology Milestones Product Milestones Total Balance at February 23, 2021 (inception) $ 29,403 $ 7,110 $ 36,513 Change in fair value 245 60 305 Balance at March 31, 2021 $ 29,648 $ 7,170 $ 36,818 The following variables were incorporated in the calculation of the estimated fair value of the Guide technology and product contingent consideration liabilities: Technology Milestones Product Milestones March 31, 2021 March 31, 2021 Discount Rate 8.50 % 8.50 % Probability of Payment 10-60% 2-15% Projected Year of Payment 2021-2022 2023-2027 |