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Stock Purchase Warrants
3 Months Ended
Mar. 31, 2012
Stock Purchase Warrants  
Stock Purchase Warrants

 

5.       Stock Purchase Warrants

 

The Company has historically issued warrants to purchase shares of the Company’s common stock in connection with certain of its common stock offerings.  The following warrants were outstanding at March 31, 2012, and include provisions that could require cash settlement of the warrants or have anti-dilution price protection provisions requiring each to be recorded as liabilities of the Company at the estimated fair value at the date of issuance, with changes in estimated fair value recorded as non-cash income or expense in the Company’s statement of operations in each subsequent period:

 

(i)                               warrants to purchase an aggregate of 740,131 shares of the Company’s common stock, issued on October 17, 2007 in connection with the Company’s registered direct offering, exercisable from April 18, 2008 through April 17, 2013 at an exercise price of $12.72 per share, all of which remained outstanding as of March 31, 2012;

 

(ii)                            Class A warrants to purchase an aggregate of 4,882,228 shares of the Company’s common stock, issued on January 21, 2010 in connection with the Company’s registered public offering, exercisable for a five year period commencing on July 21, 2010 at an exercise price of $2.52 per share (as adjusted from $2.97 per share for the anti-dilution provision triggered in the December 2010 financing), 4,525,978 of which remained outstanding as of March 31, 2012; and

 

(iii)                         warrants to purchase an aggregate of 10,000,000 shares of the Company’s common stock, issued on December 15, 2010 in connection with the Company’s registered public offering, exercisable for a five year period commencing on December 15, 2010 at an exercise price of $3.22 per share, all of which remained outstanding as of March 31, 2012.

 

The Class A warrants and the December 2010 warrants are measured using the Monte Carlo valuation model, while the October 2007 warrants are measured using the Black-Scholes valuation model.  Both of the methodologies are based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions.  The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates, however, these estimates involve inherent uncertainties and the application of management judgment.  As a result, if factors change and different assumptions are used, the warrant liabilities and the change in estimated fair value of the warrants could be materially different.

 

Inherent in both the Monte Carlo and Black-Scholes valuation models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.  The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.  The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.  The expected life of the warrants is assumed to be equivalent to their remaining contractual term.  The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

 

The Monte Carlo model is used for the Class A warrants and the December 2010 warrants to value the potential future exercise price adjustments triggered by the anti-dilution provisions as well as the value of the put feature of the December 2010 warrants.  These both require Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings and fundamental transactions.  The other assumptions used by the Company are summarized in the following tables:

 

October 2007 Warrants

 

December 31, 2011

 

March 31, 2012

 

Closing stock price

 

$

1.82

 

$

2.02

 

Expected dividend rate

 

0

%

0

%

Expected stock price volatility

 

93.6

%

50.9

%

Risk-free interest rate

 

0.1

%

0.2

%

Expected life (years)

 

1.25

 

1.00

 

 

January 2010 Class A Warrants

 

December 31, 2011

 

March 31, 2012

 

Closing stock price

 

$

1.82

 

$

2.02

 

Expected dividend rate

 

0

%

0

%

Expected stock price volatility

 

86.1

%

76.2

%

Risk-free interest rate

 

0.5

%

0.6

%

Expected life (years)

 

3.50

 

3.25

 

 

December 2010 Warrants

 

 December 31, 2011

 

March 31, 2012

 

Closing stock price

 

$

1.82

 

$

2.02

 

Expected dividend rate

 

0

%

0

%

Expected stock price volatility

 

83.6

%

84.9

%

Risk-free interest rate

 

0.6

%

0.7

%

Expected life (years)

 

3.96

 

3.71

 

 

The following table summarizes the change in the estimated fair value of the Company’s warrant liabilities (in thousands):

 

Warrant Liabilities

 

 

 

Balance at December 31, 2011

 

$

16,625

 

Increase in fair value

 

900

 

Balance at March 31, 2012

 

$

17,525