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COMMITMENTS AND CONTINGENCIES
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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| Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Text Block] |
Litigation
On September 7, 2010, Beacon was named a party in a lawsuit filed in Jefferson Circuit Court in the State of Kentucky, seeking $270 plus other costs, attorney’s fees and damages, regarding the Company's alleged conduct during the course of the purchase of the assets and assumption of certain liabilities of Strategic Communications, LLC. Although the outcome of this matter cannot be predicted at this time, Beacon believes this lawsuit is without merit. As of June 30, 2011, no provision has been made in the condensed consolidated financial statements related to this action, as the Company believes that the ultimate disposition of this matter will not have a material adverse effect on the Company’s financial position or results of operations. As of August 3, 2011, this suit was settled by the primary parties with no expense incurred by the Company.
During the quarter ended June 30, 2011, Beacon was named a party in a lawsuit filed in Swiss court, seeking approximately $232 of unpaid liabilities incurred in connection with the discontinued Datacenter Contractors AG (“DC”, formerly “Beacon Solutions AG”) subsidiary. Although the outcome of this matter cannot be predicted at this time, Beacon has been advised by counsel that the lawsuit has a remote possibility of success and as such no provision has been made in the condensed consolidated financial statements related to this action as of June 30, 2011, as the Company believes that the ultimate disposition of this matter will not have a material adverse effect on the Company’s financial position or results of operations
Operating Leases
The Company has entered into operating leases for office facilities in Louisville, KY, Columbus, OH, Cincinnati, OH, and Prague, Czech Republic. Rent expense for the three months ended June 30, 2011 and 2010, respectively amounted to $82 and $83. For the nine months ended June 30, 2011 and 2010, rent expense was $219 and $206, respectively. A summary of the minimum lease payments due on these operating leases, exclusive of the Company’s share of operating expenses and other costs, is as follows:
Engagement of Investor Relations Firm
On December 17, 2009, we engaged an investor relations firm for a twenty four month period, providing for compensation payable in 50,000 shares of fully vested non-forfeitable common stock with an aggregate fair value of $45. For the three months ended June 30, 2011 and 2010, we recorded approximately $5 and $11, respectively, of investor relations expense related to this agreement. For the nine months ended June 30, 2011 and 2010, we recorded approximately $17 and $15, respectively, of investor relations expense related to this agreement.
On June 3, 2011, we engaged another investor relations firm providing for compensation payable in 75,000 shares of fully vested restricted common stock with an aggregate fair value of $19 which has been recorded as investor relations expense for the three and nine months ended June 30, 2011.
Engagement for Advisory Services
On January 1, 2009, we entered into a three year advisory agreement with a stockholder, whereby the party will provide corporate finance and business strategy advisory services pertaining to Beacon’s business affairs in the areas of business combinations, financing, etc. This agreement was subsequently extended to a total of 5 years in April 2010. We recorded $8 and $9 of professional fees expense under this agreement for the three months ended June 30, 2011 and 2010, respectively. We recorded $27 and $159 of professional fees expense under this agreement for the nine months ended June 30, 2011 and 2010, respectively.
Consulting Agreement
On December 1, 2009, we entered into two 36 month consulting agreements, which were subsequently extended to 60 months in April 2010, issuing an aggregate of 2,500,000 consulting warrants. The warrants, issued on December 1, 2009 were fully vested upon issuance and have a fair value of $915, determined using the Black Scholes model. We are recognizing investor relations expense ratably over a 60 month term. For the three months ended June 30, 2011 and 2010, we recorded approximately $46 and $45, respectively of investor relation expense related to these agreements. For the nine months ended June 30, 2011 and 2010, we recorded approximately $137 and $147, respectively of investor relation expense related to these agreements.
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