XML 34 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Equity
12 Months Ended
Dec. 31, 2011
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

Note 7 – Equity

 

Common Stock

 

Common Stock Issuances - 2011

 

During the first quarter of 2011, DCT issued 98,850 shares of common stock upon the exercise of employee stock options.

 

Common Stock Issuances - 2010

 

On August 5, 2010 (“Purchase Date”), DCT and NCR Corporation (“NCR”) entered into (i) Share Purchase Agreement (“Purchase Agreement”), (ii) Investor Rights Agreement (“IR Agreement”), and (iii) Voting Agreement (“Voting Agreement”) pursuant to which NCR purchased from DCT 3,861,004 shares (“NCR Shares”) of the Company’s common stock for an aggregate purchase price of $4,000,000 (“Investment”). Additionally, DCT granted NCR a two-year option (“NCR Option”) to purchase up to an additional $4,000,000 of Common Stock at an exercise price of $1.036 per share, subject to adjustment, as more fully described below.

 

The Investment has anti-dilution protection for eighteen months following the date of the IR Agreement. Under the anti-dilution provisions, unless waived by NCR, issuances or deemed issuances of Common Stock with an effective price that is less than $1.036 (as adjusted), would result in the issuance of additional shares of Common Stock, determined on a full ratchet basis, to NCR.

 

The NCR Option is exercisable at any time or from time to time for two years from the Purchase Date. The exercise price of the NCR Option is subject to adjustment for stock splits or combinations; dividends or distributions payable in shares of Common Stock; reclassifications, exchanges or substitutions; and reorganizations, mergers, consolidations or sales of assets. The exercise price of the NCR Option is also subject to adjustment, on a full ratchet basis, for issuances or deemed issuances of Common Stock with an effective price that is less than the NCR Option exercise price then in effect.

 

Under the provisions of the Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, the anti-dilution feature of the NCR Shares is a derivative instrument that requires bifurcation from the host contract and is recorded at fair value as a derivative liability. During all periods presented, the estimated fair value of the anti-dilution feature of the NCR Shares was de minimis.

 

Under the provisions of ASC 480, Distinguishing Liabilities from Equity, a financial instrument is a liability if the number of shares used to calculate the settlement amount is not fixed. If a financial instrument’s terms provide for any potential adjustment, regardless of the probability of such adjustment(s) or whether such adjustments are in the entity's control, the settlement amount is not fixed. As the NCR Option contains a price protection provision (or down-round provision) that reduces the option’s strike price in the event the Company issues additional shares at a more favorable price than the strike price, the NCR Option is recognized at fair value as a liability. The fair value of the NCR Option was estimated using a custom Binomial option pricing model with the following assumptions: 0.42% risk-free interest rate, expected volatility of 162%, expected dividend yield of 0%, and remaining life equal to the remaining contractual life of the option. Estimated fair value on the Purchase Date was $1,544,000. As such, of the $4,000,000 proceeds received from NCR, $1,544,000 was booked as a stock option liability and the remaining proceeds were booked as stockholders’ equity. See Note 8.

 

During August 2010, DCT issued 180,822 shares of common stock upon the cashless exercise of warrants. In connection with the cashless exercise, 434,178 warrants were cancelled.

 

Common Stock Repurchases

 

During the third quarter of 2010, DCT’s board of directors authorized DCT to repurchase (“DCT Stock Repurchase Plan”) and retire $2,500,000 of its common stock in open market transactions or privately negotiated transactions pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

 

Under this authorization, DCT repurchased 2,969,000 shares of common stock at a total cost of $2,197,000 through December 31, 2010. DCT subsequently retired the shares. As such, the Company accounted for the repurchase shares by recording a reduction to common stock and additional paid-in capital for the total cost.

 

The authorization does not have an expiration date, does not require DCT to purchase a specific number of shares and may be modified, suspended or terminated at any time.

  

Common Stock Warrants

 

Common Stock Warrants Issued for Consulting Services

 

In certain instances, DCT issues warrants to consultants for consulting services. DCT did not issue any warrants for consulting services during the year ended December 31, 2011. DCT issued warrants to purchase 620,000 shares of DCT common stock during the year ended December 31, 2010. The initial value of such warrants was calculated using the Black-Scholes valuation model using the following assumptions:

 

Contractual Term     2.0  
Weighted average expected volatility     175 %
Weighted average expected dividend yield     0 %
Weighted average risk free interest rate     0.61 %

 

The total fair value of warrant issued during the year ended December 31, 2010 was $229,000. DCT amortizes the fair value of the warrants ratably over the consulting agreement. Accordingly, $80,000 and $74,000 was charged to selling, general and administrative expense and credited to additional paid-in capital during the years ended December 31, 2011 and 2010, respectively. At December 31, 2011, DCT had approximately $75,000 of total unrecognized compensation cost related to such warrants. This cost is expected to be recognized over a weighted-average period of approximately 1 year.

 

Common Stock Warrant Activity and Outstanding

 

DCT had the following common stock warrant activity during the years ended December 31, 2011 and 2010:

 

    Number of
Shares
 
Outstanding at December 31, 2009     2,002,027  
Issued     620,000  
Exercised     (180,822 )
Cancelled     (1,643,178 )
Outstanding at December 31, 2010     798,027  
Cancelled     (110,000 )
Outstanding at December 31, 2011     688,027  

 

The following table summarizes certain aspects of DCT’s outstanding warrants as of December 31, 2011:

 

Warrants Issued in Connection with:     Number of
Shares
Outstanding
and Vested
      Exercise 
Price ($)
      Issuance
Date
     
Expiration
Date
 
Consulting agreement     220,000       0.24-0.34       7/26/10       7/26/12  
Consulting agreement     400,000       0.67       12/13/10       12/12/12  
Bank line of credit     68,027       0.59       9/2/09       8/31/16  
      688,027