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Fair Value Measurements

12 Months Ended

Dec. 31, 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 market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. 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; 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 are classified within Level 2 because they are 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 Zero Now 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 or 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 Zero Now truck financing program based on the following inputs as of December 31, 2023 and 2024:

​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2023				​	December 31, 2024
Significant Unobservable Inputs		Input Range		Weighted Average			Input Range		Weighted Average
ULSD Gulf Coast Forward Curve	​	$1.97 - $2.27	​	$	2.15	​	$ 2.06 - $ 2.14	​	$	2.10
Historical Differential to PADD 3 Diesel	​	$0.92 - $1.62	​	$	1.16	​	$ 0.73 - $ 1.62	​	$	1.18
Historical Differential to PADD 5 Diesel	​	$1.89 - $3.16	​	$	2.48	​	$ 2.16 - $ 3.16	​	$	2.59

​

Convertible Promissory Note

In connection with the Company’s loan commitment (See Note 14) to Rimere, LLC (“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 2024:

​

​	​	​	​	​
​	​	​	​	​
Significant Unobservable Inputs		December 31, 2023		December 31, 2024
Risk-free interest rate	​	5.39%	​	4.24%
Credit adjustment	​	5.31%	​	4.64%
Credit adjusted discount rate	​	10.70%	​	8.88%

​

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 December 31, 2024:

​	​	​
Significant Unobservable Inputs		December 31, 2024
Risk-free interest rate	​	4.31%
Credit adjustment	​	8.64%
Credit adjusted discount rate	​	12.95%

​

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 those 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 consolidated statements of comprehensive loss. In addition, because the Company has reduced its equity method investment in the investee to zero but has other investment in the investee such as the convertible promissory note, the remeasurement to fair value is applied to the convertible promissory note’s adjusted carrying balance after the recognition of equity method losses, which is calculated based on the Company’s percentage ownership interest in such other investment.

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 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 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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

Level 1

Level 2

Level 3

Assets:

​

​

​

Available-for-sale securities:

​

​

​

​

U.S. government securities(1)

​

$

127,429

​

$

127,429

​

$

—

​

$

—

Convertible promissory notes(4)

​

​

2,372

​

​

—

​

​

—

​

​

2,372

Certificates of deposit (1)

​

​

541

​

​

—

​

​

541

​

​

—

Embedded derivatives (3)

​

$

2,621

​

$

—

​

$

—

​

$

2,621

(1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 5 for more information.

(2) Included in “Derivative liabilities, related party” and “Long-term portion of derivative liabilities, related party” as of December 31, 2023 and in “Derivative liabilities, related party” as of December 31, 2024 in the accompanying 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 2024 in the accompanying consolidated balance sheets. See Note 6 for more information.

(4) Included in “Notes receivable – related party” as of December 31, 2023 and 2024 in the accompanying 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:		​	Liabilities:
​	​	Embedded		​	Convertible		​	Commodity
​		Derivatives		​	Promissory Notes		​	Swap Contracts
Balance as of December 31, 2022	​	$	6,755	​	$	1,880	​	$	(3,845)
Settlements, net	​	​	—	​	​	—	​	​	4,858
Total gain (loss)	​	​	(2,127)	​	​	103	​	​	(2,888)
Purchases	​	​	—	​	​	3,822	​	​	—
Equity method investment loss(1)	​	​	—	​	​	(3,475)	​	​	—
Balance as of December 31, 2023	​	$	4,628	​	$	2,330	​	$	(1,875)
​	​	​	​	​	​	​	​	​	​
Balance as of December 31, 2023	​	$	4,628	​	$	2,330	​	$	(1,875)
Settlements, net	​	​	—	​	​	—	​	​	2,366
Total gain (loss)	​	​	(2,007)	​	​	230	​	​	(491)
Purchases	​	​	—	​	​	8,666	​	​	—
Equity method investment loss(1)	​	​	—	​	​	(8,854)	​	​	—
Balance as of December 31, 2024	​	$	2,621	​	$	2,372	​	$	—
​	​	​	​	​	​	​	​	​	​
Change in unrealized gain (loss) for the year ended December 31, 2023 included in earnings	​	$	(2,127)	​	$	—	​	$	1,970
Change in unrealized gain (loss) for the year ended December 31, 2024 included in earnings	​	$	(2,007)	​	$	—	​	$	1,875
Change in unrealized gain (loss) for the year ended December 31, 2023 included in other comprehensive income (loss)	​	$	—	​	$	103	​	$	—
Change in unrealized gain (loss) for the year ended December 31, 2024 included in other comprehensive income (loss)	​	$	—	​	$	230	​	$	—

(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 December 31, 2024 consisted of the following (in thousands):

​	​	​	​	​	​	​
​	​	Net Carrying		​	Estimated
​		Amounts		​	Fair Value
Stonepeak Term Loan	​	$	265,173	​	$	260,123
Other Debt	​	​	194	​	​	194
Total Debt	​	$	265,367	​	$	260,317

​

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 11 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.

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