Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

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Commitments and Contingencies
 12 Months Ended
Dec. 31, 2012
Commitments and Contingencies [Abstract]  
Commitments and Contingencies
 
(11)  Commitments and Contingencies

(a)  Leases, Related Party Transactions and Other Commitments

In December 2012, we purchased five land parcels containing four buildings located in an industrial park in Somerset, Pennsylvania that we use to conduct WBI's operations for approximately $8.8 million. Prior to the purchase, we were the tenant under capital leases on the four building facilities with an aggregate obligation of approximately $6.6 million as of December 31, 2011.  The leases for the four building facilities were with 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 had terms of 15 years with two seven-year renewal options. The annual combined base rent amount was approximately $854 thousand and the leases contained escalation provisions for future years.  Depreciation expense for the years ended December 31, 2012 and 2011 was approximately $411 thousand and $266 thousand, respectively.  Interest expense for the years ended December 31, 2012 and 2011 was approximately $646 thousand and $484 thousand, respectively.
 
We have various non-cancelable operating leases for facilities, equipment, and software with terms between two and fifteen years. The terms of the facilities leases typically provide for certain minimum payments as well as increases in lease payments based upon the operating cost of the facility and the consumer price index.  Rent expense is recognized on a straight-line basis for rent agreements having escalating rent terms.  Lease expense for the years ended December 31, 2012, 2011 and 2010 were as follows (in thousands):

 
  
Operating
Lease
Expense
    
 
Sublease
Income
    
 
Net
Expense
  
 
                  
2012
  
$
11,544
    
$
671
    
$
10,873
  
2011
  
$
11,787
    
$
770
    
$
11,017
  
2010
  
$
13,209
    
$
808
    
$
12,401
  
 
 
Future minimum annual non-cancelable commitments as of December 31, 2012 are as follows (in thousands):

 
  
Operating Leases
  
 
  
Lease
Commitments
    
Sublease
Income
    
Net
Commitments
  
 
                  
2013
  
$
7,960
    
$
461
    
$
7,499
  
2014
    
6,108
      
286
      
5,822
  
2015
    
2,087
      
48
      
2,039
  
2016
    
1,194
      
-
      
1,194
  
2017
    
1,051
      
-
      
1,051
  
Thereafter
    
-
      
-
      
-
  
   Total
  
$
18,400
    
$
795
    
$
17,605
  

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.

Future minimum annual non-cancelable commitments under our new headquarters lease as of December 31, 2012, which are not included in the table above, are as follows (in thousands):

 
  
Lease Commitments
  
2013
  
$
3,755
  
2014
    
3,868
  
2015
    
3,985
  
2016
    
4,104
  
2017
    
4,221
  
Thereafter
    
45,240
  
   Total
  
$
65,173
  

(b)  Contingencies

We are currently the primary defendants in a multiple plaintiff wrongful death action in Hawaii related to a fireworks explosion that occurred in April 2011 at a facility operated by one of our subcontractors which resulted in the death of five subcontractor employees. The litigation is in the early stages, but we do not anticipate a material adverse effect at this time.

We entered into an agreement with a subcontractor in March 2011 to satisfy certain work share requirements (the "Agreement").  Under the terms of the Agreement, we are required 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 ended August 31, 2012. Due to delays in contract awards and protests of contracts awarded to us, we were not able to provide any of the required work for the two periods.  Accordingly, we recorded an expense of $750 thousand on our financial statements during the third quarter of 2011 and another $750 thousand during the second quarter of 2012.

We have, in the normal course of business, certain claims, including legal proceedings, against us and against other parties.  In our opinion, the resolution of these claims will not have a material adverse effect on our results of operations or financial position. However, the results of any claims, including legal proceedings, cannot be predicted with certainty.