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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2022
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | 17. 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.
Pooled separate accounts – Pooled separate accounts invest primarily in domestic and international stocks, commercial paper or single mutual funds. The net asset value is used as a practical expedient to determine fair value for these accounts. Each pooled separate account provides for redemptions by the Retirement Plan at reported net asset values per share, with little to no advance notice requirement, therefore these funds are classified within Level 2 of the valuation hierarchy. Long-Lived Assets Held-for-Sale – The Company recorded its long-lived assets associated with its property and equipment held-for-sale at fair value at December 31, 2022 and 2021 of $0 and $1,000,000, respectively. The fair values of these assets are based on observable values for the assets through corroboration with market data and are designated as Level 3 inputs. Warrants issued in Equity Offering – The Company issued pre-funded warrants and other warrants with exercise prices of $0.001 and $9.757, respectively. The Company valued these warrants upon issuance using the Binomial valuation methodology. On November 16, 2020, the pre-funded warrants were exercised, and as a result, were revalued immediately prior to their exercise. Further, the other warrants were amended on November 24, 2020, resulting in equity accounting, and accordingly were revalued immediately prior to their amendment. The assumptions used were as follows (fair value dollars in thousands):
Warrant Type |  | Valuation Date |  | Exercise Price |  |  | Volatility |  |  | Risk Free Interest Rate |  |  | Term (years) |  |  | Fair Value |
Pre-funded |  | 10/28/2020 |  | $ | 0.01 |  |  |  | 97.0 | % |  |  | 0.34 | % |  |  | 5.00 |  |  | $ | 23,638 |
Other |  | 10/28/2020 |  | $ | 9.76 |  |  |  | 134.0 | % |  |  | 0.14 | % |  |  | 1.50 |  |  | $ | 27,048 |
Pre-funded |  | 11/16/2020 |  | $ | 0.01 |  |  |  | 97.0 | % |  |  | 0.40 | % |  |  | 4.95 |  |  | $ | 21,916 |
Other |  | 11/24/2020 |  | $ | 9.76 |  |  |  | 135.0 | % |  |  | 0.13 | % |  |  | 1.45 |  |  | $ | 31,231 |
The fair values of the warrants are based on unobservable inputs and are designated as Level 3 inputs. The changes in the Company’s fair value of its Level 3 inputs with respect to its warrants were as follows (in thousands):
|  | Warrants to Senior Note holders |  |  | Pre-funded Warrants |  |  | Other Warrants |
Balance, December 31, 2019 |  | $ | 977 |  |  | $ | — |  |  | $ | — |
Issuance of warrants in October 2020 offering |  |  | — |  |  |  | 23,638 |  |  |  | 27,048 |
Exercise of warrants/reclass to equity in 2020 |  |  | (8,474 | ) |  |  | (21,917 | ) |  |  | (31,231 | )
Adjustments to fair value for 2020 |  |  | 7,497 |  |  |  | (1,721 | ) |  |  | 4,183 |
Balance, December 31, 2021 and 2022 |  | $ | — |  |  | $ | — |  |  | $ | — |
Other Derivative Instruments – The Company’s other derivative instruments consist of commodity positions. The fair values of the commodity positions are based on quoted prices on the commodity exchanges and are designated as Level 1 inputs. The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2022 (in thousands):
|  |  |  |  |  |  |  |  |  |  |  |  |  | Benefit Plan |
|  | Fair |  |  |  |  |  |  |  |  |  |  |  | Percentage |
|  | Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Allocation |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 4,973 |  |  | $ | 4,973 |  |  | $ | — |  |  | $ | — |  |  |  |  |
Defined benefit plan assets(1) (pooled separate accounts): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Large U.S. Equity(2) |  |  | 4,586 |  |  |  | — |  |  |  | 4,586 |  |  |  | — |  |  |  | 28 | %
Small/Mid U.S. Equity(3) |  |  | 2,986 |  |  |  | — |  |  |  | 2,986 |  |  |  | — |  |  |  | 18 | %
International Equity(4) |  |  | 2,406 |  |  |  | — |  |  |  | 2,406 |  |  |  | — |  |  |  | 14 | %
Fixed Income(5) |  |  | 6,710 |  |  |  | — |  |  |  | 6,710 |  |  |  | — |  |  |  | 40 | %
|  | $ | 21,661 |  |  | $ | 4,973 |  |  | $ | 16,688 |  |  | $ | — |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 6,732 |  |  | $ | 6,732 |  |  | $ | — |  |  | $ | — |  |  |  |  |
The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2021 (in thousands):
|  |  |  |  |  |  |  |  |  |  |  |  |  | Benefit Plan |
|  | Fair |  |  |  |  |  |  |  |  |  |  |  | Percentage |
|  | Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Allocation |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 15,839 |  |  | $ | 15,839 |  |  | $ | — |  |  | $ | — |  |  |  |  |
Long-lived assets held-for-sale |  |  | 1,000 |  |  |  | — |  |  |  | — |  |  |  | 1,000 |  |  |  |  |
Defined benefit plan assets(1) (pooled separate accounts): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Large U.S. Equity(2) |  |  | 5,612 |  |  |  | — |  |  |  | 5,612 |  |  |  | — |  |  |  | 28 | %
Small/Mid U.S. Equity(3) |  |  | 3,684 |  |  |  | — |  |  |  | 3,684 |  |  |  | — |  |  |  | 18 | %
International Equity(4) |  |  | 2,909 |  |  |  | — |  |  |  | 2,909 |  |  |  | — |  |  |  | 15 | %
Fixed Income(5) |  |  | 7,782 |  |  |  | — |  |  |  | 7,782 |  |  |  | — |  |  |  | 39 | %
|  | $ | 36,826 |  |  | $ | 15,839 |  |  | $ | 19,987 |  |  | $ | 1,000 |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 13,582 |  |  | $ | 13,582 |  |  | $ | — |  |  | $ | — |  |  |  |  |
(1) | See Note 11 for accounting discussion.
(2) | This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
(3) | This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
(4) | This category includes investments in funds comprised of equity securities of foreign companies, including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
(5) | This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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