8. FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2013

Fair Value Measurements

8. FAIR VALUE MEASUREMENTS.

The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows:

· Level 1 – Observable inputs – unadjusted quoted prices in active markets for identical assets and liabilities;

· Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and

· Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable. For fair value measurements using significant unobservable inputs, a description of the inputs and the information used to develop the inputs is required along with a reconciliation of Level 3 values from the prior reporting period.

The Company recorded its warrants issued from 2010 through 2013 at fair value and designated them as Level 3 on their issuance dates.

Warrants – Except for the warrants issued September 26, 2012, the warrants were valued using a Monte Carlo Binomial Lattice-Based valuation methodology, adjusted for marketability restrictions. The warrants issued September 26, 2012, did not contain any anti-dilution protection features. As a result, the warrants were valued using the Black-Scholes Valuation Model. Of the various inputs used, the volatility and the current price of the Company’s common stock most significantly impact the fair value adjustments of the warrants. As the Company’s common stock increases or decreases, the valuation of the warrants will increase or decrease, respectively. As the estimated volatility of the Company’s common stock increases or decreases, the valuation of the warrants will increase or decrease, respectively. These changes may result in significantly higher or lower fair value measurements from period to period.

Significant assumptions used and related fair values for the warrants as of March 31, 2013 were as follows:

Original Issuance	Exercise Price		Volatility		Risk-Free Interest Rate		Term (years)		Discount for Marketability restrictions		Warrants Outstanding		Fair Value
03/28/2013	$	7.80		71.1%		0.24%		2.00		38.2%		788,000	$	882,000
01/11/2013	$	7.80		72.5%		0.77%		4.79		54.4%		1,709,000		2,728,000
09/26/2012	$	8.85		84.2%		0.31%		2.49		75.9%		1,771,000		776,000
07/3/2012	$	7.50		71.1%		0.57%		4.26		51.8%		1,812,000		2,880,000
07/3/2012	$	6.45		63.7%		0.14%		0.76		57.6%		804,000		335,000
12/13/2011	$	11.25		68.1%		0.57%		3.71		47.1%		306,000		478,000
													$	8,079,000

Significant assumptions used and related fair values for the warrants as of December 31, 2012 were as follows:

Original Issuance	Exercise Price		Volatility		Risk-Free Interest Rate		Term (years)		Discount for Marketability restrictions		Warrants Outstanding		Fair Value
09/26/2012	$	8.85		70.2%		0.36%		2.74		53.9%		1,833,000	$	1,112,000
07/3/2012	$	7.50		76.1%		0.72%		4.51		55.5%		1,867,000		2,756,000
07/3/2012	$	6.45		69.3%		0.16%		1.01		55.5%		930,000		509,000
12/13/2011	$	12.45		74.4%		0.54%		3.95		52.3%		330,000		480,000
10/6/2010	$	1.80		76.0%		0.72%		4.80		46.4%		17,000		35,000
													$	4,892,000

Convertible Notes – The conversion feature imbedded in the convertible notes was valued using a combination of a Monte Carlo Binomial Lattice-Based valuation methodology, adjusted for marketability restrictions. Significant assumptions used and related fair value for the conversion feature as of March 31, 2013 were as follows:

Original Issuance	Conversion Price		Volatility		Risk-Free Interest Rate		Term (years)		Market Discount		Fair Value
3/28/13	$	15.00		62.2%		0.14%		1.0		24.5%	$	1,400,800

Other Derivative Instruments – The Company’s other derivative instruments consist of commodity positions. The fair value of the commodity positions are based on quoted prices on the commodity exchanges and are designated as Level 1.

The following table summarizes fair value measurements by level at March 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Commodity contracts(1)	$	205	$	–	$	–	$	205
Total Assets	$	205	$	–	$	–	$	205
Liabilities:
Warrants(2)	$	–	$	–	$	8,079	$	8,079
Conversion feature(2)		–		–		1,401		1,401
Commodity contracts(3)		115		–		–		115
Total Liabilities	$	115	$	–	$	9,480	$	9,595

(1) Included in other current assets in the consolidated balance sheets.

(2) Included in warrant liabilities and conversion feature at fair value in the consolidated balance sheets.

(3) Included in accrued liabilities in the consolidated balance sheets.

The following table summarizes fair value measurements by level at December 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Commodity contracts(1)	$	189	$	–	$	–	$	189
Total Assets	$	189	$	–	$	–	$	189
Liabilities:
Warrants	$	–	$	–	$	4,892	$	4,892
Commodity contracts(2)		167		–		–		167
Total Liabilities	$	167	$	–	$	4,892	$	5,059

(1) Included in other current assets in the consolidated balance sheets.

(2) Included in accrued liabilities in the consolidated balance sheets.

For fair value measurements using significant unobservable inputs (Level 3), a description of the inputs and the information used to develop the inputs is required along with a reconciliation of Level 3 values from the prior reporting period. The changes in the Company’s fair value of its Level 3 inputs were as follows (in thousands):

	Warrants			Conversion Feature
Balance, December 31, 2012	$	4,892		$	–
Issuance of warrants in January offering		2,657			–
Issuance of notes and warrants in March offering		883			1,401
Exercises of warrants		(260	)		–
Adjustments to fair value for the period		(93	)		–
Balance, March 31, 2013	$	8,079		$	1,401