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Commitments and Contingencies
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9 Months Ended |
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Sep. 30, 2012
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| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies |
(5) Commitments and Contingencies
(a) Leases, Related Party Transactions and Other Commitments
We are the tenant under capital leases on four building facilities with an aggregate obligation of approximately $6.5 million as of September 30, 2012. We lease the four building facilities from legal entities in which certain employees of WBI or their direct relatives have full ownership. The leases were entered into in June 2011 concurrent with our acquisition of WBI and each have terms of 15 years with two seven-year renewal options. The annual combined base rent amount is approximately $854 thousand and the leases contain escalation provisions for future years. Beginning in year five, the rent amount will increase by the greater of the Consumer Price Index ("CPI") increase during the first four-year period or 12%. For each successive lease year, the rent will increase based on any increase in the CPI for the previous lease year. The leases provide us with an option to purchase three of the facilities for a total of approximately $9 million and an option to purchase the fourth facility for approximately $650 thousand. The closing for these purchase options must occur before December 1, 2025. Depreciation expense for the three- and nine-months ended September 30, 2012 was approximately $112 thousand and $336 thousand, respectively. Interest expense for the three- and nine-months ended September 30, 2012 was approximately $177 thousand and $529 thousand, respectively.
We signed a lease in 2009 for a building to serve as our headquarters with a rent commencement date of May 1, 2012. Certain terms in the lease agreement resulted in the capitalization of construction costs due to specific accounting rules. We recorded a construction asset and corresponding long-term liability of approximately $27.3 million on May 1, 2012 , which represents the construction costs incurred by the landlord as of that date. According to accounting rules, we have forms of continuing involvement that require us to account for this transaction as a financing lease upon commencement of the lease period. The building and building improvements will remain on our consolidated balance sheet and will be depreciated over a 15-year period. Payments made under the lease agreement are applied to service the financing obligation and interest expense based on an imputed interest rate amortizing the obligation over the life of the lease agreement.
Depreciation expense related to the building for the three- and nine-months ended September 30, 2012 was approximately $482 thousand and $804, respectively. Interest expense for the three- and nine-months ended September 30, 2012 was approximately $444 thousand and $740 thousand, respectively.
(b) Contingencies
We entered into an agreement with a subcontractor in March 2011 to satisfy certain work share requirements (the "Agreement"). The Agreement requires us to provide the subcontractor with certain levels of subcontracted work over two specified nine-month periods. The first period began March 1, 2011 and ended November 30, 2011. The second period began December 1, 2011 and ends August 31, 2012. As required by the Agreement, we placed $1.5 million in an escrow account to ensure cash payments to the subcontractor if the work share requirements are not satisfied.
Due to delays in contract awards and protests of contracts awarded to us, we were not able to provide any of the first period required work to the subcontractor by November 30, 2011. Accordingly, we recorded an expense of $750 thousand on our financial statements during the third quarter of 2011. We believe we will not be able to provide the required work to the subcontractor for the second and final period and have recorded an expense of $750 thousand during the second quarter of 2012.
We have, in the normal course of business, certain claims made against us and have made claims against other parties and we may be subject to various governmental investigations and other actions. In our opinion, the resolution of these claims and investigations will not have a material adverse effect on our results of operations or financial position. However, the results of any legal proceedings cannot be predicted with certainty.
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