Commitments, Guarantees, and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

(14) Commitments, Guarantees, and Contingencies

Commitments

Operating Leases

We have various noncancelable leases for real property and machinery and equipment. Such leases expire at various dates with, in some cases, options to extend their terms.

Minimum rentals under long-term operating leases are as follows (in thousands):

	Real		Machinery and
	property		equipment		Total
2013	$	5,722	$	1,056	$	6,778
2014		3,918		574		4,492
2015		3,159		238		3,397
2016		2,752		22		2,774
2017		2,304		—		2,304
Thereafter		1,792		—		1,792
Total	$	19,647	$	1,890	$	21,537

Certain of the leases contain provisions for rent escalation based primarily on increases in a specified Consumer Price Index, real estate taxes and operating costs incurred by the lessor. Rent expense was approximately $6,914,000, $6,615,000 and $5,769,000 for 2012, 2011 and 2010, respectively.

In 2008, we entered into a sublease with Lear Corporation (“Lear”) for approximately 60,000 square feet of space in an office building in Troy, Michigan for a term scheduled to end in March 2015.  Lear filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in 2009 and subsequently obtained court approval to reject both our sublease and the superior lease under which the sublease was made. In May 2010, we filed a complaint in U.S. District Court for the Eastern District of Michigan seeking a declaratory judgment regarding its status as an occupant of the space and its obligation to pay rent.  We sought unsuccessfully to enter into a direct lease with the building owner. The building owner, Osprey-Troy Officentre, LLC (“Osprey”), claimed rights through Lear and threatened legal action if we vacated the building and ceased to pay rent under the sublease.  We believed that the sublease was terminated and that it was a tenant-at-sufferance in the building, no longer bound by the sublease and obligated to pay only the reasonable rental value of the space it occupied.  Osprey asked the Court to deny the relief requested by us and argued that the sublease constituted an assignment by Lear to us of Lear’s lease of the portion of the building occupied by us.  Both parties filed motions for summary judgment. 

In June 2011, prior to a court ruling on this matter, we entered into a new lease directly with Osprey for a term scheduled to end in March 2018, with an option to terminate on or after May 31, 2016 with 180 days prior written notice. Prior to entering into the new lease with Osprey, we had a deferred rent liability on our balance sheet of $1,041,000, which represented the difference between the actual monthly rent owed to date and the rent expense recognized on a straight-line basis for the scheduled rent increases over the term of the original sublease. Upon entering into the new lease with Osprey, we reversed the deferred rent liability associated with the terminated sublease. As a result, we recognized a net gain of $1,041,000 in the consolidated statement of operations during the quarter ended June 30, 2011. This net gain is excluded from rent expense for the year ended December 31, 2011 as disclosed above.

Other

As of December 31, 2012, we had three outstanding letters of credit totaling $196,000, two of which expire in 2013 and one which expires in 2018. In addition, we have two outstanding performance bonds totaling $3,245,000 relating to construction contracts scheduled to be completed in 2013.

Contingencies

On February 22, 2011, the Company was named a defendant in a complaint filed by the State of Tennessee (the “State”) in the Chancery Court for the 20th Judicial District of Tennessee. The complaint alleged that Bryan Oil Company, an executive of Bryan Oil, the Company and a former employee of the Company, violated provisions of the Tennessee Petroleum Underground Storage Tank Act (the "UST Act") in connection with the closure of a waste oil storage tank in 1997. The Complaint sought civil penalties not to exceed $10,000 per day for each violation of the UST Act, post-judgment interest and court costs.  The Company denied the substantive allegations in the complaint and asserted that its actions complied with the UST Act and applicable regulations, that it did not file false information in violation of the law, and that it had valid defenses against the State's allegations. The State also began an administrative action to remove the Company as an approved Corrective Action Contractor (CAC) and issued a ruling that found that the Company had filed false information by incorrectly stating the size of the tank in a report filed in 1997. The Company appealed that ruling to the State UST Board.  In 2012, evaluation and monitoring of the site where the tank had been located confirmed that there is no actionable contamination on the site and that all soil and groundwater analytical results for the chemicals of concern concentration(s) remain below the site-specific clean-up levels. The State approved closure of the site and removal of the monitoring wells and issued a case closure letter dated December 27, 2012.  On or about January 10, 2013, all parties to the state court lawsuit entered into a compromise and settlement agreement resolving all matters in dispute among them, without the admission of any liability or the finding of any fault or violations of any statutes or regulations on the part of the Company or any of the other defendants. In connection with the settlement, the Company agreed to pay $65,000 to the State. The state court lawsuit was dismissed, with prejudice, and the administrative ruling and appeal were withdrawn, formally concluding both matters.