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Warrants
12 Months Ended
Dec. 31, 2020
Warrants And Rights Note Disclosure [Abstract]  
Warrants

Note 9—Warrants

In July 2017, the Company consummated its initial public offering of units, each consisting of one share of Class A Common Stock and one-half of one warrant (“Public Warrant”).  Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at the initial price of $11.50 per share. Pursuant to the Warrant Agreement, to the extent that any common stock dividend paid by the Company, when combined with other common stock dividends paid in the prior 365 days, exceeds $0.50 cents, it is categorized as an Extraordinary Dividend.  Extraordinary Dividends reduce, penny for penny, the exercise price of the Company’s warrants.  For the quarters ending June 30, 2019 and September 30, 2019, the Company paid Extraordinary Dividends of $0.12 and $0.04, respectively.  Accordingly, the exercise price of the Company’s warrants was reduced to $11.38 after the Extraordinary Dividend paid for the quarter ended June 30, 2019 and was further reduced to $11.34 after the Extraordinary Dividend paid for the quarter ended September 30, 2019.  There have been no additional changes to the exercise price since then.  The Public Warrants will expire five years after the closing of the Transactions or earlier upon redemption or liquidation.  The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant with not less than 30 days’ notice provided to the Public Warrant holders.  However, this redemption right can only be exercised if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period ending three business days before we send the notice of redemption to the Public Warrant holders.  

Upon closing of the Osprey initial public offering, the Sponsor purchased an aggregate of 7,500,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”).  Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.34.  The Private Placement Warrants are identical to the Public Warrants discussed above, except (i) they will not be redeemable by the Company so long as they are held by the Sponsor and (ii) they may be exercisable by the holders on a cashless basis.  

The Company accounts for the Public and Private Placement Warrants (the “Warrants”) in accordance with ASC 815.  ASC 815 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock.  This applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under ASC 815, including any freestanding financial instrument that is potentially settled in an entity’s own stock.

Due to certain circumstances that could require the Company to settle the Warrants in cash, the Warrants have been classified as derivative liabilities, as opposed to an equity contract.  Therefore, the Warrants were recorded at fair value upon issuance and remeasured at each reporting period with the change in fair value recorded in the statement of operations.  As of December 31, 2020 and 2019, there were 13,749,998 and 13,749,999, respectively, Public Warrants outstanding.  As of December 31, 2020 and 2019, there were

7,500,000 Private Placement Warrants outstanding for each period.  The fair value of the Public Warrants was determined using the readily observable publicly traded price (Level 1) as of the end of each reporting period and the Private Placement Warrants were estimated utilizing a binomial lattice model using the following range of significant unobservable inputs (Level 3) for the respective periods:

 

 

2020

 

2019

Stock price

 

$2.15 - $3.20

 

$5.75 - $8.84

Volatility

 

60.1% - 71.9%

 

36.8% - 44.4%

Risk-free rate

 

0.16% - 0.31%

 

1.55% - 2.21%

Dividend yield

 

8.17% - 9.00%

 

7.58% - 10.30%

Term

 

2.65 - 3.40 years

 

3.65 - 4.40 years

The following is a reconciliation of the beginning and ending balance for the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2020, 2019 and 2018 (in thousands):

 

 

Level 3

 

 

 

Warrant Liability

 

Fair value of warrant liability at August 23, 2018, time of Transactions

 

$

42,500

 

Increase (decrease) in fair value

 

 

(27,800

)

Fair value of warrant liability at December 31, 2018

 

$

14,700

 

Increase (decrease) in fair value

 

 

(6,069

)

Fair value of warrant liability at December 31, 2019

 

$

8,631

 

Increase (decrease) in fair value

 

 

(5,128

)

Fair value of warrant liability at December 31, 2020

 

$

3,503