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12. FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

12. 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 2011 through 2013 and its conversion features associated with its convertible notes at fair value and designated them as Level 3 on their issuance date.

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, due to no anti-dilution protection features, were valued using the Black-Scholes Valuation Model.

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

Original Issuance		Exercise Price				Volatility				Risk Free Interest Rate				Term (years)				Market Discount				Warrants Outstanding				Fair Value
06/21/2013		$	7.59				52.4%				0.13%				1.24				22.7%				1,051,000			$	660,000
03/28/2013		$	7.59				52.4%				0.13%				1.20				22.7%				788,000				495,000
01/11/2013		$	6.32				63.3%				1.27%				4.03				43.8%				1,709,000				2,892,000
09/26/2012		$	8.85				58.5%				0.38%				1.74				42.3%				1,771,000				702,000
07/3/2012		$	6.09				61.2%				1.27%				3.51				40.2%				1,812,000				3,008,000
07/3/2012		$	5.47				52.8%				0.01%				0.01				42.3%				804,000				3,000
12/13/2011		$	8.43				60.4%				0.78%				2.95				37.9%				306,000				455,000
																										$	8,215,000

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)				Market Discount				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 Monte Carlo Binomial Lattice-Based valuation methodology, adjusted for marketability restrictions. The Company estimated the fair value of the conversion feature until the retirement of the convertible notes in December 2013.

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 December 31, 2013 (in thousands):

		Level 1				Level 2				Level 3				Total
Assets:
Commodity contracts⁽¹⁾		$	961			$	–			$	–			$	961
Total Assets		$	961			$	–			$	–			$	961

Liabilities:
Warrants⁽²⁾		$	–			$	–			$	8,215			$	8,215
Commodity contracts⁽³⁾			859				–				–				859
Total Liabilities		$	859			$	–			$	8,215			$	9,074

__________

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

(2) Included in warrant liabilities 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 other current 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 Features
Balance, December 31, 2011		$	1,921			$	–
Issuance of warrants in July offering			3,380				–
Issuance of warrants in September offering			1,658				–
Exercises of warrants			(113	)			–
Adjustments to fair value for the period			(1,954	)			–
Balance, December 31, 2012		$	4,892			$	–
Issuance of warrants in January offering		$	2,657			$	–
Issuance of notes and warrants in March offering			1,572				1,401
Issuance of notes in June offering			–				2,929
Conversions of notes			–				(5,205	)
Exercises of warrants			(260	)			–
Adjustments to fair value for the period			(646	)			875
Balance, December 31, 2013		$	8,215			$	–

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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