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Fair Value Measurement

12 Months Ended

Dec. 31, 2018

NOTE 2 –FAIR VALUE MEASUREMENT

The Company measures certain assets and liabilities at fair value on a recurring basis, including cash equivalents, available-for-sale securities and the free share liability. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The fair value measurements of cash equivalents, available-for-sale securities and the free share liability are identified at the following levels within the fair value hierarchy (in thousands):

	December 31, 2018
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	103,291	$	103,291	$	—	$	—
Total		103,291		103,291		—		—
Marketable securities:
Commercial paper securities		177,224		—		177,224		—
Corporate debt securities		63,870		—		63,870		—
U.S. government-sponsored entity debt securities		18,621		—		18,621		—
Total		259,715		—		259,715		—
Total cash equivalents and marketable securities	$	363,006	$	103,291	$	259,715		—
Liabilities:
Free share liability	$	154		—		—	$	154
Total	$	154		—		—	$	154

	December 31, 2017
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	24,290	$	24,290	$	—	$	—
Commercial paper securities		4,595		—		4,595		—
Total		28,885		24,290		4,595		—
Marketable securities:
Commercial paper securities		110,247		—		110,247		—
Corporate debt securities		75,755		—		75,755		—
U.S. government-sponsored entity debt securities		8,492		—		8,492		—
Total		194,494		—		194,494		—
Total cash equivalents and marketable securities	$	223,379	$	24,290	$	199,089	$	-

Investments

The Company generally classifies its marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including, listed in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day.

Free Share Liability

As a result of the July 20, 2018 Share Purchase Agreement (“SPA”)(see Note 6 – Acquisition of TXCELL S.A.), the Company entered into arrangements with the holders of approximately 477,000 “free shares” of TxCell pursuant to which the Company has the right to purchase (call option) such shares from the holders thereof and such holders have the right to sell (put option) to the Company such shares from time to time through mid-2021 (the “Free Shares Options”). The purchase price for each such free share acquired by the Company upon exercise of a Free Shares Option will be based on the performance of the Company’s stock price from the announcement of the transactions contemplated by the SPA and Tender Offer Agreement (“TOA”) through the time of purchase the Free Shares Options purchase price was valued at €2.58 per share or approximately $2.99 per share using an exchange rate of $1.16, as of the date of the Acquisition. For example, if the Company’s stock price increases during that time period, the Free Shares Options purchase price per share will proportionately increase. However, if the Company’s stock price decreases the Free Shares Options purchase price is limited to a minimum purchase price of €2.58 per share, subject to certain exceptions. The options were classified as liabilities within Level 3 of the Fair Value hierarchy as the Company utilized a binomial-lattice pricing model (the “Monte Carlo simulation model”) that involved certain market conditions to estimate the fair value of the options. The application of the Monte Carlo simulation model required the use of a complex assumptions including the Company’s stock price, TxCell’s stock price, EUR to USD exchange rate, estimated volatility of each stock price and exchange rate, and risk-free rates based on the implied yield currently available through the European Central Bank with a remaining term equal to the expected life of the options. The assumptions used in this simulation model are reviewed each reporting period and adjusted, as needed, with any change in estimated fair value recorded on the Company’s consolidated statements of operations. There were no changes in the fair value of the free share liability in 2018.

Free Shares Liability assumptions:		December 31, 2018
Sangamo Stock Price (USD)		11.48
TxCell Stock Price (EUR)		2.58
EUR/ USD Exchange Rate		0.873
Sangamo Stock Price (USD) Volatility Estimate		79.90%
TxCell Stock Price (EUR) Volatility Estimate		8.59%
EUR/ USD Exchange Rate Volatility Estimate		7.66%
Risk Free Rate		Varies by expected exercise date

- 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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