FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the valuation methodologies in measuring fair value: ● Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - Other inputs that are directly or indirectly observable in the marketplace. ● Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s interest rate term loan and Debentures are measured using Level 3 inputs. Executive Compensation In September 2013, the Company announced the appointment of Abraham Mirman as its new president. In connection with Mr. Mirman’s appointment, the Company entered into an employment agreement with Mr. Mirman (the “Mirman Agreement”). The Mirman Agreement provides for an incentive bonus package that, depending upon the relative performance of the Company’s Common Stock compared to the performance of stocks of certain peer group companies as measured from Mr. Mirman’s initial date of employment through December 31, 2014, may result in a cash bonus payment to Mr. Mirman of up to 3.0 times his base salary. The incentive bonus is recorded as a liability and valued at each reporting period. The Company engaged a valuation firm (“VFIRM”) to complete a valuation of this incentive bonus. As of December 31, 2014, the Company recorded a liability of $40,000 for accrued compensation. As previously announced, on March 30, 2015, the Company entered into an amended and restated employment agreement (the “CEO Agreement”) with Mr. Mirman. The CEO Agreement also provides for Mr. Mirman to receive a cash incentive bonus if certain production thresholds are achieved by the Company. Mr. Mirman’s new incentive bonus liability was valued by VFIRM at $225,000 at September 30, 2015. As of September 30, 2015, the Company provided for $131,000 of the bonus liability which represents the amount earned as of September 30, 2015. On March 6, 2015, the Company announced the appointment of Kevin Nanke as its new Executive Vice President and Chief Financial Officer. Mr. Nanke will also receive a cash incentive bonus if certain production thresholds are achieved by the Company and a performance bonus of $100,000 if the Company achieves certain goals set forth in the employment agreement. Mr. Nanke’s new incentive bonus liability was valued by VFIRM at $181,000 at September 30, 2015. As of September 30, 2015, provided for $106,000 of the liability which represents the amount earned as of that date. As previously announced, in March 2015, the Company entered into an employment agreement with Ariella Fuchs for services to be performed as General Counsel to the Company. Ms. Fuchs will also receive a cash incentive bonus if certain production thresholds are achieved by the Company. Ms. Fuchs’ new incentive bonus liability was valued by VFIRM at $173,000 at September 30, 2015. As of September 30, 2015, the Company has provided for $100,000 of the liability which represents the amount earned as of that date. The three executive compensation agreements had a change in fair value for the three and nine months ended September 30, 2015 of $106,000 and $337,000, respectively. The fair value of executive compensation is recorded as an accrued expense. Consulting Agreement with Bristol Capital-Warrant Price Protection Feature On September 2, 2014, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Bristol Capital, LLC (“Bristol”), pursuant to which the Company issued to Bristol a warrant to purchase up to 1,000,000 shares of Common Stock at an exercise price of $2.00 per share (or, in the alternative, 1,000,000 options, but in no case both). The agreement has a price protection feature that will automatically reduce the exercise price if the Company enters into another consulting agreement pursuant to which warrants are issued with a lower exercise price. On December 31, 2014, the Company revalued the warrants/option using the following variables: (i) 1,000,000 total warrants/options issued (as stated above, the Company will only issue a total of 1,000,000 shares of Common Stock under the option or the warrant, but no more than 1,000,000 shares in the aggregate); (ii) stock price of $0.72; (iii) exercise price of $2.00; (iv) expected life of 4.67 years; (v) volatility of 96.78%; (vi) risk free rate of 1.10% for a total value of $394,000, which adjusted the change in fair value valuation of the derivative by $571,000. On September 30, 2015, the Company revalued the warrants/options using the following variables: (i) 1,000,000 total warrants/options issued (as stated above, the Company will only issue a total of 1,000,000 shares of Common Stock under the option or the warrant, but no more than 1,000,000 shares in the aggregate); (ii) stock price of $0.61; (iii) exercise price of $2.00; (iv) expected life of 3.9 years; (v) volatility of 100%; risk free rate of 1.1% for a total value of $299,000, which adjusted the change in fair value valuation of the derivative by $289,000 and $95,000 for the three and nine months ended September 30, 2015, respectively. Credit Agreement - Warrant Anti-Dilution Feature On January 8, 2015, the Company entered into the Credit Agreement which provides for a three-year senior secured term loan in an initial aggregate principal amount of $3.0 million, which principal amount may be increased to a maximum principal amount of $50.0 million at the request of the Company, subject to certain conditions, and pursuant to an accordion advance provision in the Credit Agreement. Heartland is entitled to receive 75,000 warrants for every $1.0 million advance at an exercise price equal to 115% of the 10-day volume weighted average price (“VWAP”) prior to closing of each advance. The Company issued 225,000 warrants (the “Initial Warrants”) at an exercise price of $2.50 with the initial advance. The Initial Warrants have an anti-dilution feature that will automatically reduce the exercise price if the Company enters into another agreement pursuant to which warrants are issued with a lower exercise price. The Company is carrying the Initial Warrants, valued as of January 8, 2015, as a long-term derivative liability and will revalue the instrument periodically. On January 8, 2015: (i) 225,000 warrants issued; (ii) stock price of $0.72; (iii) exercise price of $2.50; (iv) expected life of 5.0 years; (v) volatility of 97.1%; (vi) risk free rate of 1.50% for a total value of $56,000, which was recorded as a debt discount and amortized over the life of the loan. On September 30, 2015, the Company revalued the warrants using the following variables: (i) 225,000 warrants issued; (ii) stock price of $0.61; (iii) exercise price of $ 2.50; (iv) expected life of 4.3 years; (v) volatility of 100%; (vi) risk free rate of 1.2% for a total value of $65,000, which adjusted the change in fair value valuation of the derivative by $64,000 and $(9,000) for the three and nine months ended September 30, 2015, respectively. Convertible Debentures Conversion Derivative Liability As of September 30, 2015, the Company had $6.85 million in remaining Debentures, which, subject to shareholder approval, are convertible at any time at the holders’ option into shares of Common Stock at $2.00 per share, or 3,423,233 underlying conversion shares. The Debentures have elements of a derivative due to the potential for certain adjustments, including both the conversion option and the price protection embedded in the Debentures. The conversion option allows the Debenture holders to convert their Debentures to underlying Common Stock at a conversion price of $2.00 per share, subject to certain adjustments, including the requirement to reset the conversion for any subsequent offering at a lower price per share amount. The Company values this conversion liability at each reporting period using a Monte Carlo pricing model. At September 30, 2015 and December 31, 2014, the Company valued the conversion feature associated with the Debentures at $647,000 and $1.25 million, respectively. The Company used the following inputs to calculate the valuation of the derivative as of September 30, 2015: (i) volatility of 100%; (ii) conversion price of $2.00; (iii) stock price of $0.61; and (iv) present value of conversion feature of $0.19 per convertible share and as of December 31, 2014: (i) volatility of 70%; (ii) conversion price of $2.00; (iii) stock price of $0.72; and (iv) present value of conversion feature of $0.47 per convertible share. The change in fair value valuation of the derivative was $876,000 and $602,000 for the three and nine months ended September 30, 2015, respectively. The following table provides a summary of the fair values of assets and liabilities measured at fair value: September 30, 2015: Level 1 Level 2 Level 3 Total Liability Executive employment agreements $ - $ - $ (337,000 ) $ (337,000 ) Warrant liabilities - - (364,000 ) (364,000 ) Convertible debenture conversion derivative liability - - (647,000 ) (647,000 ) Total liability, at fair value $ - $ - $ (1,348,000 ) $ (1,348,000 ) December 31, 2014: Level 1 Level 2 Level 3 Total Liability Executive employment agreement $ - $ - $ (40,000 ) $ (40,000 ) Warrant liabilities - - (394,000 ) (394,000 ) Convertible debenture conversion derivative liability - - (1,249,000 ) (1,249,000 ) Total liability, at fair value $ - $ - $ (1,683,000 ) $ (1,683,000 ) The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets and liabilities as of September 30, 2015: Conversion derivative liability Bristol/ Incentive bonus Total Balance at January 1, 2015 $ 1,249,000 $ 394,000 $ 40,000 $ 1,683,000 Additional liability - 56,000 149,000 205,000 Change in fair value of liability (602,000 ) (86,000 ) 148,000 (540,000 ) Balance at September 30, 2015 $ 647,000 $ 364,000 $ 337,000 $ 1,348,000 The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three and nine months ended September 30, 2015 and 2014. |