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 Zero Now 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, 2022 and September 30, 2023: December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $1.89 - $3.10 $ 2.41 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $1.89 - $3.10 $ 2.41 Convertible Promissory Note In connection with the Company’s loan commitment to a certain equity method investee, the Company was issued a convertible promissory note with a principal balance equal to the amount of drawdown on the loan commitment (see Note 17). The convertible promissory note bears interest at 7% per annum, compounded quarterly, with a maturity date the earlier of May 7, 2024 or upon the occurrence of a triggering event such as change of control or an event of default. The convertible promissory note is classified as available-for-sale and is 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 note are discounted to their present value using an expected discount rate. The discount rate used reflects the interest rates offered on loans of similar terms 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 note as of December 31, 2022 and September 30, 2023: Significant Unobservable Inputs December 31, 2022 September 30, 2023 Risk-free interest rate 4.57% 5.52% Credit adjustment 8.36% 6.65% Credit adjusted discount rate 12.93% 12.17% 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, or Level 3 of the fair value hierarchy as of December 31, 2022 or September 30, 2023. 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, 2022 and September 30, 2023 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 64,880 $ 64,880 $ — $ — Zero coupon bonds (1) 74,159 — 74,159 — Convertible promissory note (4) 1,880 — — 1,880 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,755 — — 6,755 Liabilities: Commodity swap contracts (2) $ 3,845 $ — $ — $ 3,845 September 30, 2023 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 148,795 $ 148,795 $ — $ — Convertible promissory note (4) 3,528 — — 3,528 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,329 — — 6,329 Liabilities: Commodity swap contracts (2) $ 3,723 $ — $ — $ 3,723 (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” and “Long-term portion of derivative liabilities, related party” as of December 31, 2022 and in “Derivative liabilities, related party” as of September 30, 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, 2022 and in “Prepaid expenses and other current assets,” and “Notes receivable and other long-term assets, net,” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Other receivables” as of September 30, 2023 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 June 30, 2022 $ — $ 11,345 $ — $ (11,034) $ (32) Settlements, net — — — 1,942 — Total gain (loss) — (4,899) — 3,486 (21) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Settlements, net — — — 1,893 — Total gain (loss) — (508) (1,084) (2,837) 80 Purchases — — 1,243 — — Equity method investment loss — — (926) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the three months ended September 30, 2022 included in earnings $ — $ (4,899) $ — $ 5,428 $ (21) Change in unrealized gain (loss) for the three months ended September 30, 2023 included in earnings $ — $ (508) $ — $ (944) $ 80 Change in unrealized gain (loss) for the three months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ (1,084) $ — $ — Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of December 31, 2021 $ — $ 6,776 $ — $ (4,383) $ — Settlements, net — — — 5,843 — Total gain (loss) — (330) — (7,066) (53) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of December 31, 2022 $ — $ 6,755 $ 1,880 $ (3,845) $ — Settlements, net — — — 2,926 — Total gain (loss) — (426) 21 (2,804) — Purchases — — 3,721 — — Equity method investment loss — — (2,094) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the nine months ended September 30, 2022 included in earnings $ — $ (330) $ — $ (1,223) $ (53) Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in earnings $ — $ (426) $ — $ 122 $ — Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ 21 $ — $ — 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. The carrying amounts of the Company’s debt instruments approximated their respective fair values as of December 31, 2022 and September 30, 2023. The fair values of these debt instruments were estimated using a DCF analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments. |