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Fair Value Measurements | 6 Months Ended
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Jun. 30, 2024
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Note 7—Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificate of deposits is classified within Level 2 because it is valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The Company used the income approach to value its outstanding commodity swap contracts and embedded derivatives in its fueling agreements under the Company’s truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly (lower) higher fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential. The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2023: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2023
Significant Unobservable Inputs |  | Input Range |  | Weighted Average
ULSD Gulf Coast Forward Curve | ​ | $1.97 - $2.27 | ​ | $ | 2.15
Historical Differential to PADD 3 Diesel | ​ | $0.92 - $1.62 | ​ | $ | 1.16
Historical Differential to PADD 5 Diesel | ​ | $1.89 - $3.16 | ​ | $ | 2.48
​ The Company estimated the fair value of embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2023 and June 30, 2024: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2023 | ​ | June 30, 2024
Significant Unobservable Inputs |  | Input Range |  | Weighted Average |  | Input Range |  | Weighted Average
ULSD Gulf Coast Forward Curve | ​ | $1.97 - $2.27 | ​ | $ | 2.15 | ​ | $ 2.25 - $ 2.42 | ​ | $ | 2.34
Historical Differential to PADD 3 Diesel | ​ | $0.92 - $1.62 | ​ | $ | 1.16 | ​ | $ 0.93 - $ 1.62 | ​ | $ | 1.17
Historical Differential to PADD 5 Diesel | ​ | $1.89 - $3.16 | ​ | $ | 2.48 | ​ | $ 1.98 - $ 3.16 | ​ | $ | 2.56
​ Convertible Promissory Notes In connection with the Company’s loan commitments (see Note 17) to Rimere, an equity method investee, the Company acquired convertible promissory notes with aggregate principal balances equaling the total amount of drawdowns on the loan commitments. In addition, in May 2024, the Company invested in a convertible promissory note with a principal balance of $2.0 million issued by Bridge to Renewables, Inc. (“BTR”). These convertible promissory notes are classified as available-for-sale and are carried at fair value, which is measured using the income approach. Under the income approach, the Company used a DCF model in which cash flows anticipated over the term of the notes are discounted to their present value using an expected discount rate. The discount rate used reflected the interest rates offered on loans of similar term and to borrowers of similar credit quality, which are Level 3 inputs. As such, this valuation approach is considered a Level 3 fair value measurement. The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory notes from Rimere as of December 31, 2023 and June 30, 2024:
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
Significant Unobservable Inputs |  | December 31, 2023 |  | June 30, 2024
Risk-free interest rate | ​ | 5.39% | ​ | 5.33%
Credit adjustment | ​ | 5.31% | ​ | 7.32%
Credit adjusted discount rate | ​ | 10.70% | ​ | 12.65%
​ The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note from BTR as of June 30, 2024:
​ | ​ | ​
Significant Unobservable Inputs |  | June 30, 2024
Risk-free interest rate | ​ | 5.16%
Credit adjustment | ​ | 11.34%
Credit adjusted discount rate | ​ | 16.50%
​ The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increase or decrease in any of the inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in market interest rates is accompanied by a directionally opposite change in the estimated fair value of fixed-rate debt securities. The Company records changes in the fair value of available-for-sale debt securities in “Unrealized gain (loss) on available-for-sale securities” within other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive loss. There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2023 or June 30, 2024. The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and June 30, 2024 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, 2023 |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Available-for-sale securities: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
U.S. government securities(1) | ​ | $ | 157,656 | ​ | $ | 157,656 | ​ | $ | — | ​ | $ | —
Convertible promissory notes(4) | ​ |  | 2,330 | ​ |  | — | ​ |  | — | ​ |  | 2,330
Certificates of deposit (1) | ​ |  | 530 | ​ |  | — | ​ |  | 530 | ​ |  | —
Embedded derivatives (3) | ​ | ​ | 4,628 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,628
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  | ​
Commodity swap contracts (2) | ​ | $ | 1,875 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,875
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, 2024 |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  |  |  | ​ |  |  | ​ |  |  | ​ |
Available-for-sale securities: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
U.S. government securities(1) | ​ | $ | 125,671 | ​ | $ | 125,671 | ​ | $ | — | ​ | $ | —
Convertible promissory notes(4) | ​ | ​ | 5,460 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,460
Certificates of deposit (1) | ​ | ​ | 541 | ​ | ​ | — | ​ | ​ | 541 | ​ | ​ | —
Embedded derivatives (3) | ​ | $ | 4,436 | ​ | $ | — | ​ | $ | — | ​ | $ | 4,436
​
(1) | Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See Note 5 for more information.
(2) | Included in “Derivative liabilities, related party” as of December 31, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information.
(3) | Included in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. See Note 6 for more information.
(4) | Included in “Other receivables” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Assets: | ​ | Assets: | ​ | Assets: | ​ | Liabilities: | ​ | Liabilities:
​ | ​ | Commodity | ​ | Embedded | ​ | Convertible | ​ | Commodity | ​ | Embedded
​ |  | Swap Contracts |  | Derivatives | ​ | Promissory Note | ​ | Swap Contracts | ​ | Derivatives
Balance as of March 31, 2023 | ​ | $ | — | ​ | $ | 4,949 | ​ | $ | 3,048 | ​ | $ | (3,875) | ​ | $ | (696)
Settlements, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,441 | ​ | ​ | —
Total gain (loss) | ​ |  | — | ​ | ​ | 1,888 | ​ | ​ | 889 | ​ | ​ | (345) | ​ | ​ | 616
Purchases | ​ |  | — | ​ | ​ | — | ​ | ​ | 1,268 | ​ | ​ | — | ​ | ​ | —
Equity method investment loss(1) | ​ |  | — | ​ | ​ | — | ​ | ​ | (910) | ​ | ​ | — | ​ | ​ | —
Balance as of June 30, 2023 | ​ | $ | — | ​ | $ | 6,837 | ​ | $ | 4,295 | ​ | $ | (2,779) | ​ | $ | (80)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance as of March 31, 2024 | ​ | $ | — | ​ | $ | 5,252 | ​ | $ | 4,744 | ​ | $ | (877) | ​ | $ | —
Settlements, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 873 | ​ | ​ | —
Total gain (loss) | ​ |  | — | ​ | ​ | (816) | ​ | ​ | — | ​ | ​ | 4 | ​ | ​ | —
Purchases | ​ |  | — | ​ | ​ | — | ​ | ​ | 2,072 | ​ | ​ | — | ​ | ​ | —
Equity method investment loss(1) | ​ |  | — | ​ | ​ | — | ​ | ​ | (1,356) | ​ | ​ | — | ​ | ​ | —
Balance as of June 30, 2024 | ​ | $ | — | ​ | $ | 4,436 | ​ | $ | 5,460 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Change in unrealized gain (loss) for the three months ended June 30, 2023 included in earnings | ​ | $ | — | ​ | $ | 1,888 | ​ | $ | — | ​ | $ | 1,096 | ​ | $ | 616
Change in unrealized gain (loss) for the three months ended June 30, 2024 included in earnings | ​ | $ | — | ​ | $ | (816) | ​ | $ | — | ​ | $ | 877 | ​ | $ | —
Change in unrealized gain (loss) for the three months ended June 30, 2023 included in other comprehensive income (loss) | ​ | $ | — | ​ | $ | — | ​ | $ | 889 | ​ | $ | — | ​ | $ | —
Change in unrealized gain (loss) for the three months ended June 30, 2024 included in other comprehensive income (loss) | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Assets: | ​ | Assets: | ​ | Assets: | ​ | Liabilities: | ​ | Liabilities:
​ | ​ | Commodity | ​ | Embedded | ​ | Convertible | ​ | Commodity | ​ | Embedded
​ |  | Swap Contracts |  | Derivatives | ​ | Promissory Notes | ​ | Swap Contracts | ​ | Derivatives
Balance as of December 31, 2022 | ​ | $ | — | ​ | $ | 6,755 | ​ | $ | 1,880 | ​ | $ | (3,845) | ​ | $ | —
Settlements, net | ​ | ​ | (1,424) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,456 | ​ | ​ | —
Total gain (loss) | ​ |  | 1,424 | ​ | ​ | 82 | ​ | ​ | 1,105 | ​ | ​ | (1,390) | ​ | ​ | (80)
Purchases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,478 | ​ | ​ | — | ​ | ​ | —
Equity method investment loss(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,168) | ​ | ​ | — | ​ | ​ | —
Balance as of June 30, 2023 | ​ | $ | — | ​ | $ | 6,837 | ​ | $ | 4,295 | ​ | $ | (2,779) | ​ | $ | (80)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance as of December 31, 2023 | ​ | $ | — | ​ | $ | 4,628 | ​ | $ | 2,330 | ​ | $ | (1,875) | ​ | $ | —
Settlements, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,366 | ​ | ​ | —
Total gain (loss) | ​ |  | — | ​ | ​ | (192) | ​ | ​ | (53) | ​ | ​ | (491) | ​ | ​ | —
Purchases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,727 | ​ | ​ | — | ​ | ​ | —
Equity method investment loss(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,544) | ​ | ​ | — | ​ | ​ | —
Balance as of June 30, 2024 | ​ | $ | — | ​ | $ | 4,436 | ​ | $ | 5,460 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Change in unrealized gain (loss) for the six months ended June 30, 2023 included in earnings | ​ | $ | — | ​ | $ | 82 | ​ | $ | — | ​ | $ | 1,066 | ​ | $ | (80)
Change in unrealized gain (loss) for the six months ended June 30, 2024 included in earnings | ​ | $ | — | ​ | $ | (192) | ​ | $ | — | ​ | $ | 1,875 | ​ | $ | —
Change in unrealized gain (loss) for the six months ended June 30, 2023 included in other comprehensive income (loss) | ​ | $ | — | ​ | $ | — | ​ | $ | 1,105 | ​ | $ | — | ​ | $ | —
Change in unrealized gain (loss) for the six months ended June 30, 2024 included in other comprehensive income (loss) | ​ | $ | — | ​ | $ | — | ​ | $ | (53) | ​ | $ | — | ​ | $ | —
​
(1) | Represents the Company’s proportionate share of Rimere’s losses. These losses are recorded as adjustments to the carrying value of the convertible promissory notes because the Company’s equity investment in Rimere had been reduced to zero.
Other Financial Assets and Liabilities The carrying amounts of the Company’s cash, cash equivalents, receivables and payables approximate fair value due to the short-term nature of those instruments. Debt instruments as of December 31, 2023 consisted of the following (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Net Carrying | ​ | Estimated
​ |  | Amounts | ​ | Fair Value
Stonepeak Term Loan | ​ | $ | 260,906 | ​ | $ | 253,303
Other Debt | ​ | ​ | 255 | ​ | ​ | 255
Total Debt | ​ | $ | 261,161 | ​ | $ | 253,558
​ Debt instruments as of June 30, 2024 consisted of the following (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Net Carrying | ​ | Estimated
​ |  | Amounts | ​ | Fair Value
Stonepeak Term Loan | ​ | $ | 262,734 | ​ | $ | 243,848
Other Debt | ​ | ​ | 221 | ​ | ​ | 221
Total Debt | ​ | $ | 262,955 | ​ | $ | 244,069
​ The fair values of these debt instruments were estimated using a DCF analysis based on imputed interest rates, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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