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Discontinued Operations | 12 Months Ended
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Dec. 31, 2011
Discontinued Operations |
Discontinued Operations |
3. Discontinued Operations CIGS Solar Systems Business On July 28, 2011, we announced a plan to discontinue our CIGS solar systems business. The action, which was completed on September 27, 2011 and impacted approximately 80 employees, was in response to the dramatically reduced cost of mainstream solar technologies driven by significant reductions in prices, large industry investment, a lower than expected end market acceptance for CIGS technology and technical barriers in scaling CIGS. This business was previously included as part of our LED & Solar segment. Accordingly, the results of operations for the CIGS solar systems business have been recorded as discontinued operations in the accompanying consolidated statements of operations for all periods presented. During the year ended December 31, 2011, total discontinued operations include pre-tax charges totaling $69.8 million. These charges include an asset impairment charge totaling $6.2 million, a goodwill write-off of $10.8 million, an inventory write-off totaling $27.0 million, charges to settle contracts totaling $22.1 million, lease related charges totaling $1.4 million and personnel severance charges totaling $2.3 million. Metrology On August 15, 2010, we signed a definitive agreement to sell our Metrology business to Bruker Corporation ("Bruker") comprising our entire Metrology reporting segment for $229.4 million. Accordingly, Metrology's operating results are accounted for as discontinued operations in determining the consolidated results of operations and the related assets and liabilities are classified as held for sale on our consolidated balance sheet for all periods presented. The sales transaction closed on October 7, 2010, except for assets located in China due to local restrictions. Total proceeds, which included a working capital adjustment of $1 million, totaled $230.4 million of which $7.2 million relates to the assets in China. As part of our agreement with Bruker, $22.9 million of proceeds was held in escrow and was restricted from use for one year from the closing date of the transaction to secure certain specified losses arising out of breaches of representations, warranties and covenants we made in the stock purchase agreement and related documents. This restriction lapsed on October 6, 2011. As part of the sale we incurred transaction costs, which consisted of investment bank fees and legal fees, totaling $5.2 million. The Company recognized a pre-tax gain on disposal of $156.3 million and a pre-tax deferred gain of $5.4 million related to the assets in China. The following is a summary of the net assets sold as of the closing date on October 7, 2010 (in thousands):
|  | October 7, 2010 |
--- | --- | --- | ---
Assets |  |  |  |
Accounts receivable, net |  | $ | 21,866 |
Inventories |  |  | 26,431 |
Property, plant and equipment at cost, net |  |  | 13,408 |
Goodwill |  |  | 7,419 |
Other assets |  |  | 5,485 |
Assets of discontinued segment held for sale |  | $ | 74,609 |
Liabilities |  |  |  |
Accounts payable |  | $ | 7,616 |
Accrued expenses and other current liabilities |  |  | 5,284 |
Liabilities of discontinued segment held for sale |  | $ | 12,900 |
Summary information related to discontinued operations is as follows (in thousands):
|  | Year ended December 31, 2011 |  | Year ended December 31, 2010 |  | Year ended December 31, 2009 |
--- | --- | --- | --- | --- | --- | --- | ---
|  | Solar Systems |  | Metrology |  | Total |  | Solar Systems |  | Metrology |  | Total |  | Solar Systems |  | Metrology |  | Total |
Net sales |  | $ | — |  | $ | — |  | $ | — |  | $ | 2,339 |  | $ | 92,011 |  | $ | 94,350 |  | $ | 150 |  | $ | 97,737 |  | $ | 97,887 |
Cost of sales |  |  | 30,904 |  |  | — |  |  | 30,904 |  |  | 8,000 |  |  | 47,822 |  |  | 55,822 |  |  | 3,174 |  |  | 57,410 |  |  | 60,584 |
Gross profit |  |  | (30,904 | ) |  | — |  |  | (30,904 | ) |  | (5,661 | ) |  | 44,189 |  |  | 38,528 |  |  | (3,024 | ) |  | 40,327 |  |  | 37,303 |
Total operating expenses |  |  | 59,420 |  |  | 1,561 |  |  | 60,981 |  |  | 20,018 |  |  | 45,024 |  |  | 65,042 |  |  | 9,339 |  |  | 43,030 |  |  | 52,369 |
Operating loss |  | $ | (90,324 | ) | $ | (1,561 | ) | $ | (91,885 | ) | $ | (25,679 | ) | $ | (835 | ) | $ | (26,514 | ) | $ | (12,363 | ) | $ | (2,703 | ) | $ | (15,066 | )
Net (loss) income from discontinued operations, net of tax |  | $ | (61,453 | ) | $ | (1,062 | ) | $ | (62,515 | ) | $ | (16,645 | ) | $ | 101,229 |  | $ | 84,584 |  | $ | (12,452 | ) | $ | (1,403 | ) | $ | (13,855 | )
Liabilities of discontinued segment held for sale, totaling $5.4 million, as of December 31, 2011 and 2010, consist of the deferred gain related to the assets in China.

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- Definition The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6390789&loc=d3e2443-110228 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 144 -Paragraph 43-48 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759 + Details
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