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Derivatives
3 Months Ended
Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives Derivatives
The Company accounts for its derivative instruments in accordance with ASC 815-10, “Derivatives and Hedging”. ASC 815-10 establishes accounting and reporting standards requiring that derivative instruments, including derivative instruments embedded in other contracts, be recorded on the balance sheet as either an asset or liability measured at its fair value. ASC 815-10 also requires that changes in the fair value of derivative instruments be recognized currently in results of operations unless specific hedge accounting criteria are met.

The Company has not entered into hedging activities to date. The Company's derivative liability associated with certain mandatory prepayment penalties and the recognition of future interest payments in the anticipation of a potential future default on its Senior Credit Facilities was remeasured from a $5.3 million at March 31, 2020 to $2.6 million at June 30,
2020. The Company reversed the event of default liability of in the third quarter of 2020 based on the 2023 Series C Senior Notes offering which terminates the previous revenue covenant under the Senior Credit Facilities.

The Company accounted for the put features associated with the Company's 2023 Series C Notes as a derivative under ASC 815, which was valued at $5.5 million at September 30, 2020 and subsequently remeasured at $7.5 million as of December 31, 2020 and $10.7 million as of January 27, 2021. On January 27, 2021, the Company entered into a recapitalization and equitization transaction and the fair value of the derivative liability was reclassed to gain on debt restructuring on the Condensed Consolidated Statement of Operations.

The Company's derivative liability included the embedded convertible option of its 2023 Series B Notes issued on October 31, 2019. The derivative liability recorded at the issuance date was $13.5 million, including the $2.0 million accounted for in the TDR, which was subsequently remeasured to $2.8 million as of March 31, 2020, with a $4.0 million recognized as a gain on the change in fair value of the derivative in the Company's statement of operations mainly due to a share price decline during the first quarter of 2020 (Note 7). On May 28, 2020, the Company effectuated a one-for-ten Reverse Stock Split on its outstanding shares of common stock (Note 2), which allows the Company to have sufficient authorized shares to share-settle the embedded convertible option. The derivative liability had a fair value of $6.3 million as of the reverse stock split date, with a $3.5 million mark-to-market loss recognized on the Condensed Consolidated Statement of Operations during the nine months ended September 30, 2020. On the reverse stock split date, the $6.3 million of the fair value of the derivative liability was reclassed to stockholder's equity without subsequent remeasurement required.

The terms and assumptions used in connection with the valuation of the convertible option of the 2023 Series B Notes were as follows:

12/31/20193/31/20205/28/2020
Issuance date10/31/201910/31/201910/31/2019
Maturity date5/1/20235/1/20235/1/2023
Term (years)3.333.082.92
Principal$34,405 $34,405 $34,405 
SenioritySenior unsecuredSenior unsecuredSenior unsecured
Conversion price$7.20 $7.20 $7.20 
Stock price$4.30 $2.80 $4.03 
Risk free rate1.6 %0.3 %0.2 %
Volatility47.3 %55.0 %62.5 %

In connection with the Term Loan Amendments dated April 6, 2020, the Company issued to the Term Loan lenders certain Warrants to purchase up to, in the aggregate, 538,995 post reverse stock split shares of the Company’s common stock at an exercise price of $0.01 per share. The Warrants initially were recorded at fair value upon issuance and classified as a liability as the Company did not have sufficient authorized unissued shares for the Warrants’ exercise. The Warrants were then remeasured to fair value of $2.2 million up to the reverse stock split date and reclassified as equity with no further remeasurement required. The estimated fair value of the Warrants on the date of issuance of $1.4 million was recorded as a debt discount. As of March 31, 2021, all 538,995 Warrants remain outstanding (Note 8).

The terms and assumptions used to determine the fair value of the Warrants were as follows:
Measurement Date4/6/20205/28/2020
Stock Price$2.70 $4.03 
Expected Life in Years5.004.86
Annualized Volatility77.6 %79.0 %
Discount Rate- Bond Equivalent Yield0.4 %0.3 %
The following table sets forth the Company’s derivative liabilities as presented on the Condensed Consolidated Balance Sheet that were measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2020 and March 31, 2021, respectively.
Quoted Prices
in Active markets for
 Identical Assets
 and Liabilities
Significant
Other
Observable
Inputs
Significant
Unobservable
 Inputs
Balance
as of
Quoted Prices in Active markets for
Identical Assets and Liabilities
Significant Other
Observable Inputs
Significant Unobservable
Inputs
Balance
as of
Descriptions(Level 1)(Level 2)(Level 3)December 31, 2020(Level 1)(Level 2)(Level 3)March 31, 2021
Derivative liabilities related to the Series C Convertible Notes— — 7,507 7,507 — — — — 
Derivative liabilities— — $7,507 $7,507 — — — — 


The following table set forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2021. Any unrealized gains or losses on the derivative liabilities were recorded in the change in derivative liability line on the Company's Condensed Consolidated Statement of Operations.

DescriptionsBalance as of
12/31/2020
(Gain) or loss recognized in earnings
 from Change in Fair Value
(Gain) or loss recognized on debt restructuringBalance as of
3/31/2021
Fair value of convertible feature of Series C Convertible Notes7,507 3,186 (10,693)— 
Change in the fair value of derivative liabilities$7,507 $3,186 $(10,693)$—