Fair Value Measurements and Marketable Securities Available-for-Sale

3 Months Ended

Mar. 31, 2024

Fair Value Measurements and Marketable Securities Available for Sale

3. Fair Value Measurements and Marketable Securities Available-for-Sale

The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

The following table presents information about the Company’s marketable securities as of March 31, 2024 and December 31, 2023 and the Warrant liability as of March 31, 2024 and December 31, 2023, measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy. The fair value of the Public and Forward Purchase Warrants is determined using the closing price of the warrants on the NYSE market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Nuvation public warrant pricing, Nuvation’s own historical volatility and the volatility of guideline public companies. There have not been any transfers between the levels during the periods.


	March 31, 2024
	Total		Level 1		Level 2		Level 3
	(In thousands)
Financial assets:
Cash equivalents:
Money market funds	$	14,575	$	14,575	$	—	$	—
U.S. government and government agency securities		8,191		—		8,191		—
		22,766		14,575		8,191		—
Marketable securities:
Certificate of deposits		17,097		—		17,097		—
Commercial paper		28,216		—		28,216		—
U.S. government and government agency securities		436,691		—		436,691		—
Corporate bonds		80,462		—		80,462		—
		562,466		—		562,466		—
Total financial assets:	$	585,232	$	14,575	$	570,657	$	—

Financial liabilities:
Warrants	$	1,812	$	1,701	$	—	$	111


	December 31, 2023
	Total		Level 1		Level 2		Level 3
	(In thousands)
Financial assets:
Cash equivalents:
Money market funds	$	20,574	$	20,574	$	—	$	—
U.S. government and government agency securities		4,988		—		4,988		—
Corporate bonds		947		—		947		—
		26,509		20,574		5,935		—
Marketable securities:
Certificate of deposits		10,176		—		10,176		—
Commercial paper		23,628		—		23,628		—
U.S. government and government agency securities		453,175		—		453,175		—
Corporate bonds		81,585		—		81,585		—
		568,564		—		568,564		—
Total financial assets:	$	595,073	$	20,574	$	574,499	$	—

Financial liabilities:
Warrants	$	353	$	338	$	—	$	15

Marketable securities consist primarily of U.S. government and government agency, certificate of deposits, commercial paper, corporate bond and municipal securities ("Debt Securities"). Based on the Company’s intentions regarding its marketable securities, all Debt Securities are classified as available-for-sale and are carried at fair value based on the price that would be received upon sale of the security. The following table provides the amortized cost, aggregate fair value, and unrealized gains (losses) of marketable securities as of March 31, 2024 and December 31, 2023:


	March 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(In thousands)
Cash equivalents:
Money market funds	$	14,575	$	—	$	—		$	14,575
U.S. government and government agency securities		8,191		—		—			8,191
		22,766		—		—			22,766
Marketable securities:
Certificate of deposits		17,095		6		(4	)		17,097
Commercial paper		28,238		5		(27	)		28,216
U.S. government and government agency securities		437,674		160		(1,143	)		436,691
Corporate bonds		80,628		45		(211	)		80,462
		563,635		216		(1,385	)		562,466
	$	586,401	$	216	$	(1,385	)	$	585,232


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(In thousands)
Cash equivalents:
Money market funds	$	20,574	$	—	$	—		$	20,574
U.S. government and government agency securities		4,987		1		—			4,988
Corporate bonds		947		—		—			947
		26,508		1		—			26,509
Marketable securities:
Certificate of deposits		10,171		7		(2	)		10,176
Commercial paper		23,609		22		(3	)		23,628
U.S. government and government agency securities		452,813		1,095		(733	)		453,175
Corporate bonds		81,791		68		(274	)		81,585
		568,384		1,192		(1,012	)		568,564
	$	594,892	$	1,193	$	(1,012	)	$	595,073

For the three months ended March 31, 2024 and 2023, there was no unrealized gains or losses on equity securities. The activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands):


	Three months ended March 31,
	2024		2023
Net realized gains (losses) on available-for-sale securities were as follows:
Realized gains from sales of available-for-sale securities	$	1	$	—
Realized losses from sales of available-for-sale securities		—		(96	)
Total losses on marketable securities	$	1	$	(96	)

The following tables provide marketable securities with continuous unrealized losses for less than 12 months and 12 months or greater and the related fair values as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024
	Less than 12 Months					12 Months or Greater					Total		Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Certificate of deposits	$	9,863	$	(4	)	$	—	$	—		$	9,863	$	(4	)
Commercial paper		23,247		(27	)		—		—			23,247		(27	)
U.S. government and government agency securities		287,141		(1,097	)		6,322		(46	)		293,463		(1,143	)
Corporate bonds		33,790		(51	)		23,385		(160	)		57,175		(211	)
	$	354,041	$	(1,179	)	$	29,707	$	(206	)	$	383,748	$	(1,385	)


	December 31, 2023
	Less than 12 Months					12 Months or Greater					Total		Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Certificate of deposits	$	5,693	$	(2	)	$	—	$	—		$	5,693	$	(2	)
Commercial paper		9,101		(3	)		—		—			9,101		(3	)
U.S. government and government agency securities		199,552		(694	)		24,761		(38	)		224,313		(732	)
Corporate bonds		21,844		(28	)		26,484		(246	)		48,328		(274	)
	$	236,190	$	(727	)	$	51,245	$	(284	)	$	287,435	$	(1,011	)

Unrealized losses from the marketable securities are primarily attributable to changes in interest rates. The Company does not believe the unrealized losses represent impairments because the unrealized losses on certain of the Company's marketable securities are due to general market factors. The Company has not recognized an allowance for expected credit losses related to available-for-sale investments as the Company has not identified any unrealized losses for these investments attributable to credit factors during the three months ended March 31, 2024. As of March 31, 2024, the Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before the recovery of their amortized cost basis.

Maturity information based on fair value is as follows as of March 31, 2024:


	Within one year		After one year through five years		Total
	(In thousands)
Certificate of deposits	$	16,472	$	625	$	17,097
Commercial paper		28,216		—		28,216
U.S. government and government agency securities		258,059		178,632		436,691
Corporate bonds		56,196		24,266		80,462
	$	358,943	$	203,523	$	562,466

- 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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