Fair Value Measurements

12 Months Ended

Dec. 31, 2019

FAIR VALUE MEASUREMENTS

The Company’s money market funds and interest rate swaps are reported on the Company’s consolidated balance sheets at fair values based on market values from comparable transactions. The fair value of the Company’s money market funds, convertible note, convertible note hedges and interest rate swaps are based on observable inputs (Level 2) from comparable market transactions.

The fair value of the stock warrant obligations resulting from aircraft leased to Amazon were determined using a Black-Scholes pricing model which considers various assumptions, including the Company’s common stock price, the volatility of the Company’s common stock, the expected dividend yield, exercise price and the risk-free interest rate (Level 2 inputs). The fair value of the stock warrant obligations for unvested stock warrants, conditionally granted to Amazon for the execution of incremental, future aircraft leases, include additional assumptions including the expected exercise prices and the probabilities that future leases will occur (Level 3 inputs).

The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands):



As of December 31, 2019	Fair Value Measurement Using								Total
	Level 1		Level 2			Level 3			Total
Assets
Cash equivalents—money market	$	—	$	1,129		$	—		$	1,129
Interest rate swap	—		111			—			111
Total Assets	$	—	$	1,240		$	—		$	1,240
Liabilities
Interest rate swap	$	—	$	(8,237	)	$	—		$	(8,237	)
Stock warrant obligations	—		(340,767		)	(42,306		)	(383,073		)
Total Liabilities	$	—	$	(349,004	)	$	(42,306	)	$	(391,310	)



As of December 31, 2018	Fair Value Measurement Using							Total
	Level 1		Level 2			Level 3		Total
Assets
Cash equivalents—money market	$	—	$	17,986		$	—	$	17,986
Interest rate swap	—		2,971			—		2,971
Total Assets	$	—	$	20,957		$	—	$	20,957
Liabilities
Interest rate swap	$	—	$	(1,138	)	$	—	$	(1,138	)
Stock warrant obligation	—		(203,782		)	—		(203,782		)
Total Liabilities	$	—	$	(204,920	)	$	—	$	(204,920	)

At December 31, 2019, vested stock warrants having an exercise price of $9.73 were valued at $13.93 each using a risk-free interest rate of 1.6% and a stock volatility of 35%, based on the time period corresponding with the expiration period of the warrants. At December 31, 2019, vested stock warrants from the 2018 Amazon agreements having an exercise price of $21.53 were valued at $9.30 each, using a risk-free interest rate of 1.8% and a stock volatility of 35.0%, based on the time period corresponding with the expiration period of the warrants. At December 31, 2019, unvested stock warrants from the 2018 Amazon agreement were valued using additional assumptions for an expected grant date, expected exercise price, the risk free rate to the expected grant date and the probabilities that future leases will occur. At December 31, 2018, each vested stock warrant having an exercise price of $9.73 was valued at $13.76 using a risk-free rate of 2.5% and a stock volatility of 37.5%.

The fair value of the note conversion obligations were estimated using discounted cash flows and the fair value of convertible note hedges were estimated using a Black-Scholes pricing model and incorporate the terms and conditions of the underlying financial instruments (Level 2 Inputs). The valuations are, among other things, subject to changes in both the Company's credit worthiness and the counter-parties to the instruments as well as changes in general market conditions. While the change in fair value of the note conversion obligations and the convertible note hedges are generally expected to move in opposite directions, the net change in any given period may be material. At December 31, 2018, the value of the convertible note hedges and note conversion obligations were valued at $50.0 million and $50.8 million respectively.

As a result of lower market interest rates compared to the stated interest rates of the Company’s fixed rate debt obligations, the fair value of the Company’s debt obligations, based on Level 2 observable inputs, was approximately $2.7 million less than the carrying value, which was $1,484.4 million at December 31, 2019. As of December 31, 2018, the fair value of the Company’s debt obligations was approximately $6.0 million less than the carrying value, which was $1,401.3 million. The non-financial assets, including goodwill, intangible assets and property and equipment are measured at fair value on a non-recurring basis.

- 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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