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Discontinued Operations
 12 Months Ended
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.