VEECO INSTRUMENTS INC, 10-K filed on 11/4/2013
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2012
Oct. 24, 2013
Jun. 28, 2011
Document and Entity Information
 
 
 
Entity Registrant Name
VEECO INSTRUMENTS INC 
 
 
Entity Central Index Key
0000103145 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2012 
 
 
Amendment Flag
false 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
No 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Public Float
 
 
$ 1,376,219,104 
Entity Common Stock, Shares Outstanding
 
39,246,279 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
FY 
 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Current assets:
 
 
Cash and cash equivalents
$ 384,557 
$ 217,922 
Short-term investments
192,234 
273,591 
Restricted cash
2,017 
577 
Accounts receivable, net
63,169 
95,038 
Inventories
59,807 
113,434 
Prepaid expenses and other current assets
32,155 
40,756 
Assets of discontinued segment held for sale
 
2,341 
Deferred income taxes
10,545 
10,885 
Total current assets
744,484 
754,544 
Property, plant and equipment at cost, net
98,302 
86,067 
Goodwill
55,828 
55,828 
Deferred income taxes
935 
 
Intangible assets, net
20,974 
25,882 
Other assets
16,781 
13,742 
Total assets
937,304 
936,063 
Current liabilities:
 
 
Accounts payable
26,087 
40,398 
Accrued expenses and other current liabilities
74,260 
106,626 
Deferred revenue
9,380 
11,305 
Income taxes payable
2,292 
3,532 
Liabilities of discontinued segment held for sale
 
5,359 
Current portion of long-term debt
268 
248 
Total current liabilities
112,287 
167,468 
Deferred income taxes
7,137 
5,029 
Long-term debt
2,138 
2,406 
Other liabilities
4,530 
640 
Total liabilities
126,092 
175,543 
Equity:
 
 
Preferred stock, 500,000 shares authorized; no shares issued and outstanding
   
   
Common stock; $.01 par value; authorized 120,000,000 shares; 39,328,503 and 39,328,503 shares issued and outstanding in 2012; and 44,047,264 and 38,768,436 shares issued and outstanding in 2011
393 
435 
Additional paid-in-capital
708,723 
688,353 
Retained earnings
96,123 
265,317 
Accumulated other comprehensive income
5,973 
6,590 
Less: treasury stock, at cost; 5,278,828 shares in 2011
 
(200,175)
Total equity
811,212 
760,520 
Total liabilities and equity
$ 937,304 
$ 936,063 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Consolidated Balance Sheets
 
 
Preferred stock, shares authorized
500,000 
500,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Common stock, authorized shares
120,000,000 
120,000,000 
Common stock, shares issued
39,328,503 
44,047,264 
Common stock, shares outstanding
39,328,503 
38,768,436 
Treasury stock, shares
 
5,278,828 
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Consolidated Statements of Income
 
 
 
Net sales
$ 516,020 
$ 979,135 
$ 930,892 
Cost of sales
300,887 
504,801 
481,407 
Gross profit
215,133 
474,334 
449,485 
Operating expenses (income):
 
 
 
Selling, general and administrative
73,110 
95,134 
87,250 
Research and development
95,153 
96,596 
56,948 
Amortization
4,908 
4,734 
3,703 
Restructuring
3,813 
1,288 
(179)
Asset impairment
1,335 
584 
 
Other, net
(398)
(261)
(1,490)
Total operating expenses
177,921 
198,075 
146,232 
Operating income
37,212 
276,259 
303,253 
Interest income
2,476 
3,776 
1,629 
Interest expense
(1,502)
(4,600)
(8,201)
Interest income (expense), net
974 
(824)
(6,572)
Loss on extinguishment of debt
 
(3,349)
 
Income from continuing operations before income taxes
38,186 
272,086 
296,681 
Income tax provision
11,657 
81,584 
19,505 
Income from continuing operations
26,529 
190,502 
277,176 
Discontinued operations:
 
 
 
Income (loss) from discontinued operations before income taxes
6,269 
(91,885)
129,776 
Income tax provision (benefit)
1,870 
(29,370)
45,192 
Income (loss) from discontinued operations
4,399 
(62,515)
84,584 
Net income
$ 30,928 
$ 127,987 
$ 361,760 
Basic:
 
 
 
Continuing operations (in dollars per share)
$ 0.69 
$ 4.80 
$ 7.02 
Discontinued operations (in dollars per share)
$ 0.11 
$ (1.57)
$ 2.14 
Income (in dollars per share)
$ 0.80 
$ 3.23 
$ 9.16 
Diluted :
 
 
 
Continuing operations (in dollars per share)
$ 0.68 
$ 4.63 
$ 6.52 
Discontinued operations (in dollars per share)
$ 0.11 
$ (1.52)
$ 1.99 
Income (in dollars per share)
$ 0.79 
$ 3.11 
$ 8.51 
Weighted average shares outstanding:
 
 
 
Basic (in shares)
38,477 
39,658 
39,499 
Diluted (in shares)
39,051 
41,155 
42,514 
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Consolidated Statements of Comprehensive Income
 
 
 
Net income
$ 30,928 
$ 127,987 
$ 361,760 
Other comprehensive (loss) income, net of tax
 
 
 
Unrealized (loss) gain on available-for-sale securities
(68)
314 
99 
Less: Reclassification adjustments for gains included in net income
(24)
(271)
(2)
Net unrealized (loss) gain on available-for-sale securities
(92)
43 
97 
Minimum pension liability
(137)
(43)
(120)
Foreign currency translation
(388)
794 
(1,322)
Comprehensive income
$ 30,311 
$ 128,781 
$ 360,415 
Consolidated Statements of Equity (USD $)
In Thousands, except Share data, unless otherwise specified
Total
Common Stock
Treasury Stock
Additional Paid-in Capital
(Accumulated Deficit) Retained Earnings
Accumulated Other Comprehensive Income
Balance at Dec. 31, 2009
$ 359,059 
$ 382 
 
$ 575,860 
$ (224,324)
$ 7,141 
Balance (in shares) at Dec. 31, 2009
 
39,003,114 
 
 
 
 
Increase (Decrease) in Stockholders' Equity
 
 
 
 
 
 
Exercise of stock options
45,164 
25 
 
45,139 
 
 
Exercise of stock options (in shares)
 
2,499,591 
 
 
 
 
Equity-based compensation expense-continuing operations
8,769 
 
 
8,769 
 
 
Equity-based compensation expense-discontinued operations
8,551 
 
 
8,551 
 
 
Issuance, vesting and cancellation of restricted stock
(4,619)
 
(4,621)
 
 
Issuance, vesting and cancellation of restricted stock (in shares)
 
(46,155)
 
 
 
 
Treasury stock
(38,098)
 
(38,098)
 
 
 
Treasury stock (in shares)
(1,118,600)
(1,118,600)
(1,118,600)
 
 
 
Excess tax benefits from stock option exercises
23,271 
 
 
23,271 
 
 
Foreign currency translation
(1,322)
 
 
 
 
(1,322)
Minimum pension liability
(120)
 
 
 
 
(120)
Unrealized (loss) gain on available-for-sale securities
99 
 
 
 
 
99 
Reclassification adjustments for gains included in net income
(2)
 
 
 
 
(2)
Net income
361,760 
 
 
 
361,760 
 
Balance at Dec. 31, 2010
762,512 
409 
(38,098)
656,969 
137,436 
5,796 
Balance (in shares) at Dec. 31, 2010
 
40,337,950 
 
 
 
 
Increase (Decrease) in Stockholders' Equity
 
 
 
 
 
 
Exercise of stock options
10,714 
 
10,707 
 
 
Exercise of stock options (in shares)
 
688,105 
 
 
 
 
Equity-based compensation expense-continuing operations
12,807 
 
 
12,807 
 
 
Equity-based compensation expense-discontinued operations
689 
 
 
689 
 
 
Issuance, vesting and cancellation of restricted stock
(3,174)
 
(3,175)
 
 
Issuance, vesting and cancellation of restricted stock (in shares)
 
131,196 
 
 
 
 
Treasury stock
(162,077)
 
(162,077)
 
 
 
Treasury stock (in shares)
(4,160,228)
(4,160,228)
(4,160,228)
 
 
 
Debt conversion
(32)
18 
 
(50)
 
 
Debt conversion (in shares)
 
1,771,413 
 
 
 
 
Excess tax benefits from stock option exercises
10,406 
 
 
10,406 
 
 
Foreign currency translation
688 
 
 
 
(106)
794 
Minimum pension liability
(43)
 
 
 
 
(43)
Unrealized (loss) gain on available-for-sale securities
314 
 
 
 
 
314 
Reclassification adjustments for gains included in net income
(271)
 
 
 
 
(271)
Net income
127,987 
 
 
 
127,987 
 
Balance at Dec. 31, 2011
760,520 
435 
(200,175)
688,353 
265,317 
6,590 
Balance (in shares) at Dec. 31, 2011
 
38,768,436 
 
 
 
 
Increase (Decrease) in Stockholders' Equity
 
 
 
 
 
 
Exercise of stock options
5,409 
 
5,405 
 
 
Exercise of stock options (in shares)
 
351,436 
 
 
 
 
Equity-based compensation expense-continuing operations
14,268 
 
 
14,268 
 
 
Issuance, vesting and cancellation of restricted stock
(1,725)
 
(1,732)
 
 
Issuance, vesting and cancellation of restricted stock (in shares)
 
208,631 
 
 
 
 
Treasury stock
 
(53)
200,175 
 
(200,122)
 
Debt conversion
310 
 
 
310 
 
 
Excess tax benefits from stock option exercises
2,119 
 
 
2,119 
 
 
Foreign currency translation
(388)
 
 
 
 
(388)
Minimum pension liability
(137)
 
 
 
 
(137)
Unrealized (loss) gain on available-for-sale securities
(68)
 
 
 
 
(68)
Reclassification adjustments for gains included in net income
(24)
 
 
 
 
(24)
Net income
30,928 
 
 
 
30,928 
 
Balance at Dec. 31, 2012
$ 811,212 
$ 393 
 
$ 708,723 
$ 96,123 
$ 5,973 
Balance (in shares) at Dec. 31, 2012
 
39,328,503 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash Flows from Operating Activities
 
 
 
Net income
$ 30,928 
$ 127,987 
$ 361,760 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
16,192 
12,892 
10,789 
Amortization of debt discount
 
1,260 
3,058 
Non-cash equity-based compensation
14,268 
12,807 
8,769 
Non-cash asset impairment
1,335 
584 
 
Loss on extinguishment of debt
 
3,349 
 
Deferred income taxes
(340)
11,276 
(25,141)
Gain on disposal of segment (see Note 3)
(4,112)
 
(156,290)
Excess tax benefits from stock option exercises
(2,119)
(10,406)
(23,271)
Other, net
262 
(31)
(206)
Non-cash items from discontinued operations
(706)
44,381 
14,030 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
31,215 
56,843 
(83,160)
Inventories
53,937 
(18,627)
(49,535)
Prepaid expenses and other current assets
5,518 
(25,487)
(4,749)
Supplier deposits
3,006 
12,400 
(23,296)
Accounts payable
(12,106)
8,098 
7,299 
Accrued expenses, deferred revenue and other current liabilities
(34,227)
(72,723)
85,500 
Income taxes payable
1,199 
(42,204)
78,894 
Transfers to restricted cash
(1,440)
 
 
Other, net
11,085 
(6,957)
(4,742)
Discontinued operations
(1,932)
 
(5,495)
Net cash provided by operating activities
111,963 
115,442 
194,214 
Cash Flows from Investing Activities
 
 
 
Capital expenditures
(24,994)
(60,364)
(10,724)
Payments for net assets of businesses acquired
 
(28,273)
 
Payment for purchase of cost method investment
(10,341)
 
 
Transfers from (to) restricted cash related to discontinued operations
 
75,540 
(76,115)
Proceeds from the maturity of CDARS
 
 
213,641 
Proceeds from sales of short-term investments
244,929 
707,649 
32,971 
Payments for purchases of short-term investments
(165,080)
(588,453)
(506,103)
Proceeds from disposal of segment, net of transaction fees
 
 
225,188 
Other
49 
195 
13 
Proceeds from sale of assets from discontinued segment
3,758 
 
(492)
Net cash provided by (used in) investing activities
48,321 
106,294 
(121,621)
Cash Flows from Financing Activities
 
 
 
Proceeds from stock option exercises
5,409 
10,714 
45,164 
Restricted stock tax withholdings
(1,725)
(3,173)
(4,619)
Excess tax benefits from stock option exercises
2,119 
10,406 
23,271 
Purchases of treasury stock
 
(162,077)
(38,098)
Repayments of long-term debt
(248)
(105,803)
(213)
Other
 
(2)
 
Net cash provided by (used in) financing activities
5,555 
(249,935)
25,505 
Effect of exchange rate changes on cash and cash equivalents
796 
989 
(1,466)
Net increase (decrease) in cash and cash equivalents
166,635 
(27,210)
96,632 
Cash and cash equivalents at beginning of period
217,922 
245,132 
148,500 
Cash and cash equivalents at end of period
384,557 
217,922 
245,132 
Supplemental disclosure of cash flow information
 
 
 
Interest paid
209 
1,393 
4,727 
Income taxes paid
11,566 
89,745 
9,925 
Non-cash investing and financing activities
 
 
 
Transfers from property, plant and equipment to inventory
1,230 
 
3,913 
Transfers from inventory to property, plant and equipment
 
 
$ 850 
Description of Business and Significant Accounting Policies
Description of Business and Significant Accounting Policies

1. Description of Business and Significant Accounting Policies

Business

Veeco Instruments Inc. (together with its consolidated subsidiaries, "Veeco," the "Company" or "we") creates Process Equipment solutions that enable technologies for a cleaner and more productive world. We design, manufacture and market equipment primarily sold to make light emitting diodes ("LED"s) and hard-disk drives, as well as for emerging applications such as concentrator photovoltaics, power semiconductors, wireless components, micro-electromechanical systems ("MEMS"), and other next-generation devices.

Veeco's LED & Solar segment designs and manufactures metal organic chemical vapor deposition ("MOCVD") and molecular beam epitaxy ("MBE") systems and components sold to manufacturers of LEDs, wireless devices, power semiconductors, and concentrator photovoltaics, as well as for R&D applications. In 2011 we discontinued the sale of our products related to Copper, Indium, Gallium, Selenide ("CIGS") solar systems technology.

Veeco's Data Storage segment designs and manufactures the critical technologies used to create thin film magnetic heads ("TFMHs") that read and write data on hard disk drives. These technologies include ion beam etch ("IBE"), ion beam deposition ("IBD"), diamond-like carbon ("DLC"), physical vapor deposition ("PVD"), chemical vapor deposition ("CVD"), and slicing, dicing and lapping systems. While these technologies are primarily sold to hard drive customers, they also have applications in optical coatings, MEMS and magnetic sensors and other markets.

Accounting Review

During 2012, the Company commenced an internal investigation in response to information it received concerning certain issues, including contract documentation issues, related to a limited number of customer transactions in South Korea. During the review of information in connection with the internal investigation, questions were raised that prompted the Company to conduct a comprehensive and extensive review of its revenue recognition accounting for certain multiple element arrangements. The Company retained experienced counsel, assisted by an experienced outside accounting consulting firm, to oversee the accounting review undertaken by the Company. The Company completed that review in October 2013.

The delay in filing our periodic reports began with an announcement, on November 15, 2012, regarding our accounting review of our application of accounting principles related to the Company's sales of multiple element arrangements of MOCVD systems in certain transactions originating in 2009 and 2010. We conducted examinations of our MOCVD transactions to determine whether the revenue and related expenses were recognized in the appropriate accounting period. Subsequently, we expanded our accounting review to other relevant transactions of similar multiple element arrangements arising since 2009. In the course of our accounting review, we have examined more than 100 multiple element arrangements.

The primary focus of the Company's accounting review concerned whether the Company correctly interpreted and applied generally accepted accounting principles relating to revenue recognition for multiple element arrangements as set forth in Securities and Exchange Commission Staff Accounting Bulletin No. 104: Revenue Recognition, and ASC 605-25—Revenue Recognition: Multiple Element Arrangements (formerly known as EITF 00-21 and EITF 08-01), to certain sales of Veeco products.

We often enter into large orders with our customers consisting of several elements. For accounting purposes, these are called multiple element arrangements, and can include systems, upgrades, spare parts, services, as well as certain other items. Our accounting review examined the selected sales transactions to determine whether the Company appropriately: (1) identified all of the elements in its arrangements with customers; (2) determined the proper units of accounting as part of the arrangements; and (3) allocated the arrangement's consideration to each of the units of accounting under the applicable accounting standards. As a result of our accounting review we identified errors in the consolidated financial statements related to prior periods. The errors were primarily attributable to the misapplication of U.S. GAAP for recognizing revenue and related costs under multiple element arrangements and accounting for warranties. We assessed the materiality of these errors, both quantitatively and qualitatively, and concluded that these errors were not material, individually or in the aggregate, to our consolidated financial statements in this or any other prior periods. During the course of our review, we identified net cumulative errors which overstated cumulative net income from continuing operations through December 31, 2011 by $0.6 million. As a result, in 2012 we recorded adjustments to correct all prior periods resulting in an increase in revenues of $2.2 million and a decrease in net income from continuing operations of $0.6 million.

Basis of Presentation

We report interim quarters, other than fourth quarters which always end on December 31, on a 13-week basis ending on the last Sunday within such period. The interim quarter ends are determined at the beginning of each year based on the 13-week quarters. The 2012 interim quarter ends were April 1, July 1 and September 30. The 2011 interim quarter ends were April 3, July 3 and October 2. For ease of reference, we report these interim quarter ends as March 31, June 30 and September 30 in our interim consolidated financial statements. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation, including amounts related to discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include: the best estimate of selling price for our products and services; allowance for doubtful accounts; inventory valuation; recoverability and useful lives of property, plant and equipment and identifiable intangible assets; investment valuations; fair value of derivatives; recoverability of goodwill and long lived assets; recoverability of deferred tax assets; liabilities for product warranty; accruals for contingencies; equity-based payments, including forfeitures and performance based vesting; and liabilities for tax uncertainties. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of Veeco and its subsidiaries. Intercompany items and transactions have been eliminated in consolidation.

Revenue Recognition

We recognize revenue when all of the following criteria have been met: persuasive evidence of an arrangement exists with a customer; delivery of the specified products has occurred or services have been rendered; prices are contractually fixed or determinable; collectability is reasonably assured. Revenue is recorded including shipping and handling costs and excluding applicable taxes related to sales. A significant portion of our revenue is derived from contractual arrangements with customers that have multiple elements, such as systems, upgrades, components, spare parts, maintenance and service plans. For sales arrangements that contain multiple elements, we split the arrangement into separate units of accounting if the individually delivered elements have value to the customer on a standalone basis. We also evaluate whether multiple transactions with the same customer or related party should be considered part of a multiple element arrangement, whereby we assess, among other factors, whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of each other. When we have separate units of accounting, we allocate revenue to each element based on the following selling price hierarchy: vendor-specific objective evidence ("VSOE") if available; third party evidence ("TPE") if VSOE is not available; or our best estimate of selling price ("BESP") if neither VSOE nor TPE is available. For the majority of the elements in our arrangements we utilize BESP. The accounting guidance for selling price hierarchy did not include BESP for arrangements entered into prior to January 1, 2011, and as such we recognized revenue for those arrangements as described below.

We consider many facts when evaluating each of our sales arrangements to determine the timing of revenue recognition, including the contractual obligations, the customer's creditworthiness and the nature of the customer's post-delivery acceptance provisions. Our system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For the majority of our arrangements, a customer source inspection of the system is performed in our facility or test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery. Historically, such source inspection or test data replicates the field acceptance provisions that will be performed at the customer's site prior to final acceptance of the system. As such, we objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery and, therefore, we recognize revenue upon delivery since there is no substantive contingency remaining related to the acceptance provisions at that date, subject to the retention amount constraint described below. For new products, new applications of existing products or for products with substantive customer acceptance provisions where we cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred and fully recognized upon the receipt of final customer acceptance, assuming all other revenue recognition criteria have been met.

Our system sales arrangements, including certain upgrades, generally do not contain provisions for right of return or forfeiture, refund, or other purchase price concessions. In the rare instances where such provisions are included, we defer all revenue until such rights expire. In many cases our products are sold with a billing retention, typically 10% of the sales price (the "retention amount"), which is typically payable by the customer when field acceptance provisions are completed. The amount of revenue recognized upon delivery of a system or upgrade is limited to the lower of i) the amount that is not contingent upon acceptance provisions or ii) the value allocated to the delivered elements, if such sale is part of a multiple-element arrangement.

For transactions entered into prior to January 1, 2011, under the accounting rules for multiple-element arrangements in place at that time, we deferred the greater of the retention amount or the relative fair value of the undelivered elements based on VSOE. When we could not establish VSOE or TPE for all undelivered elements of an arrangement, revenue on the entire arrangement was deferred until the earlier of the point when we did have VSOE for all undelivered elements or the delivery of all elements of the arrangement.

Our sales arrangements, including certain upgrades, generally include installation. The installation process is not deemed essential to the functionality of the equipment since it is not complex; that is, it does not require significant changes to the features or capabilities of the equipment or involve building elaborate interfaces or connections subsequent to factory acceptance. We have a demonstrated history of consistently completing installations in a timely manner and can reliably estimate the costs of such activities. Most customers engage us to perform the installation services, although there are other third-party providers with sufficient knowledge who could complete these services. Based on these factors, we deem the installation of our systems to be inconsequential and perfunctory relative to the system as a whole, and as a result, do not consider such services to be a separate element of the arrangement. As such, we accrue the cost of the installation at the time of revenue recognition for the system.

In Japan, where our contractual terms with customers generally specify title and risk and rewards of ownership transfer upon customer acceptance, revenue is recognized and the customer is billed upon the receipt of written customer acceptance.

Revenue related to maintenance and service contracts is recognized ratably over the applicable contract term. Component and spare part revenue are recognized at the time of delivery in accordance with the terms of the applicable sales arrangement.

Cash and Cash Equivalents

Cash and cash equivalents include cash and certain highly liquid investments. Highly liquid investments with maturities of three months or less when purchased may be classified as cash equivalents. Such items may include liquid money market accounts, treasury bills, government agency securities and corporate debt. The investments that are classified as cash equivalents are carried at cost, which approximates fair value.

Short-Term Investments

We determine the appropriate balance sheet classification of our investments at the time of purchase and evaluate the classification at each balance sheet date. As part of our cash management program, we maintain a portfolio of marketable securities which are classified as available-for-sale. These securities include FDIC guaranteed corporate debt, treasury bills and Government agency securities with maturities of greater than three months when purchased. Securities classified as available-for-sale are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income (loss) and reported in equity. Net realized gains and losses are included in net income (loss).

Accounts Receivable, Net

Accounts receivable are presented net of allowance for doubtful accounts of $0.5 million as of December 31, 2012 and 2011. The Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the Company becomes aware of circumstances that may impair a customer's ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes an allowance for doubtful accounts based on the length of time the receivables are past due and consideration of other factors such as industry conditions, the current business environment and its historical experience.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of accounts receivable, short-term investments and cash and cash equivalents. We perform ongoing credit evaluations of our customers and, where appropriate, require that letters of credit be provided on certain foreign sales arrangements. We maintain allowances for potential credit losses and make investments with strong, higher credit quality issuers and continuously monitor the amount of credit exposure to any one issuer.

Inventories

Inventories are stated at the lower of cost (principally first-in, first-out method) or market. On a quarterly basis, management assesses the valuation and recoverability of all inventories, classified as materials (which include raw materials, spare parts and service inventory), work-in-process and finished goods.

Materials inventory is used primarily to support the installed tool base and spare parts sales and is reviewed for excess quantities or obsolescence by comparing on-hand balances to historical usage, and adjusted for current economic conditions and other qualitative factors. Historically, the variability of such estimates has been impacted by customer demand and tool utilization rates.

The work-in-process and finished goods inventory is principally used to support system sales and is reviewed for excess quantities or obsolescence by considering whether on hand inventory would be utilized to fulfill the related backlog. As the Company typically receives deposits for its orders, the variability of this estimate is reduced as customers have a vested interest in the orders they place with the Company. Management also considers qualitative factors such as future product demand based on market outlook, which is based principally upon production requirements resulting from customer purchase orders received with a customer-confirmed shipment date within the next twelve months. Historically, the variability of these estimates of future product demand has been impacted by backlog cancellations or modifications resulting from unanticipated changes in technology or customer demand.

Following identification of potential excess or obsolete inventory, management evaluates the need to write down inventory balances to its estimated market value, if less than its cost. Inherent in the estimates of market value are management's estimates related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, possible alternative uses, and ultimate realization of potential excess inventory. Unanticipated changes in demand for our products may require a write down of inventory that could materially affect our operating results.

Goodwill and Indefinite-Lived Intangibles

We account for goodwill and intangible assets with indefinite useful lives in accordance with relevant accounting guidance related to goodwill and other intangible assets, which states that goodwill and intangible assets with indefinite useful lives should not be amortized, but instead tested for impairment at least annually at the reporting unit level. Our policy is to perform this annual impairment test in the fourth quarter, using a measurement date of October 1st, of each fiscal year or more frequently if impairment indicators arise. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments and a material decrease in the fair value of some or all of the assets.

Pursuant to the aforementioned guidance we are required to determine if it is appropriate to use the operating segment, as defined under guidance for segment reporting, as the reporting unit, or one level below the operating segment, depending on whether certain criteria are met. We have identified four reporting units that are required to be reviewed for impairment. The four reporting units are aggregated into two segments: the VIBE and Mechanical reporting units which are reported in our Data Storage segment; and the MOCVD and MBE reporting units which are reported in our LED and Solar segment. In identifying the reporting units management considered the economic characteristics of operating segments including the products and services provided, production processes, types or classes of customer and product distribution.

We perform this impairment test by first comparing the fair value of our reporting units to their respective carrying amount. When determining the estimated fair value of a reporting unit, we utilize a discounted future cash flow approach since reported quoted market prices are not available for our reporting units. Developing the estimate of the discounted future cash flow requires significant judgment and projections of future financial performance. The key assumptions used in developing the discounted future cash flows are the projection of future revenues and expenses, working capital requirements, residual growth rates and the weighted average cost of capital. In developing our financial projections, we consider historical data, current internal estimates and market growth trends. Changes to any of these assumptions could materially change the fair value of the reporting unit. We reconcile the aggregate fair value of our reporting units to our adjusted market capitalization as a supporting calculation. The adjusted market capitalization is calculated by multiplying the average share price of our common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium.

If the carrying value of the reporting units exceed the fair value we would then compare the implied fair value of our goodwill to the carrying amount in order to determine the amount of the impairment, if any.

Definite-Lived Intangible and Long-Lived Assets

Definite-lived intangible assets consist of purchased technology, customer-related intangible assets, patents, trademarks, covenants not-to-compete, software licenses and deferred financing costs. Purchased technology consists of the core proprietary manufacturing technologies associated with the products and offerings obtained through acquisition and are initially recorded at fair value. Customer-related intangible assets, patents, trademarks, covenants not-to-compete and software licenses that are obtained in an acquisition are initially recorded at fair value. Other software licenses and deferred financing costs are initially recorded at cost. Intangible assets with definitive useful lives are amortized using the straight-line method over their estimated useful lives for periods ranging from 2 years to 17 years.

Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

Long-lived assets, such as property, plant, and equipment and intangible assets with definite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments and a material decrease in the fair value of some or all of the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flow expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Cost Method of Accounting for Investments

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company's share of the earnings or losses of such investee companies is not included in the Consolidated Balance Sheet or Statements of Income. However, impairment charges are recognized in the Consolidated Statements of Income. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded.

Fair Value of Financial Instruments

We believe the carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, reflected in the consolidated financial statements approximate fair value due to their short-term maturities. The fair value of our debt, including current maturities, is estimated using a discounted cash flow analysis, based on the estimated current incremental borrowing rates for similar types of securities.

Translation of Foreign Currencies

Certain of our international subsidiaries operate using local functional currencies. Foreign currency denominated assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, and income and expense accounts and cash flow items are translated at average monthly exchange rates during the respective periods. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rates on intercompany transactions of a long-term investment nature are recorded as a separate component of equity in accumulated other comprehensive income. Any foreign currency gains or losses related to transactions are included in operating results.

Environmental Compliance and Remediation

Environmental compliance costs include ongoing maintenance, monitoring and similar costs. Such costs are expensed as incurred. Environmental remediation costs are accrued when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated.

Research and Development Costs

Research and development costs are charged to expense as incurred and include expenses for the development of new technology and the transition of technology into new products or services.

Warranty Costs

Our warranties are typically valid for one year from the date of final acceptance. We estimate the costs that may be incurred under the warranty we provide for our products and record a liability in the amount of such costs at the time the related revenue is recognized. Estimated warranty costs are determined by analyzing specific product and historical configuration statistics and regional warranty support costs. Our warranty obligation is affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability would be required.

Income Taxes

As part of the process of preparing our Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax expense, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. The carrying value of our deferred tax assets is adjusted by a partial valuation allowance to recognize the extent to which the future tax benefits will be recognized on a more likely than not basis. Our net deferred tax assets consist primarily of tax credit carry forwards and timing differences between the book and tax treatment of inventory, acquired intangible assets and other asset valuations. Realization of these net deferred tax assets is dependent upon our ability to generate future taxable income.

We record valuation allowances in order to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, we consider a variety of factors, including the scheduled reversal of deferred tax liabilities, future taxable income, and prudent and feasible tax planning strategies. Under the relevant accounting guidance, factors such as current and previous operating losses are given significantly greater weight than the outlook for future profitability in determining the deferred tax asset carrying value.

Relevant accounting guidance addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under such guidance, we must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Advertising Expense

The cost of advertising is expensed as of the first showing of each advertisement. We incurred $0.8 million, $1.4 million and $1.3 million in advertising expenses during 2012, 2011 and 2010, respectively.

Shipping and Handling Costs

Shipping and handling costs are costs that are incurred to move, package and prepare our products for shipment and then to move the products to the customer's designated location. These costs are generally comprised of payments to third-party shippers. Shipping and handling costs are included in cost of sales in our Consolidated Statements of Income.

Equity-Based Compensation

The Company grants equity-based awards, such as stock options and restricted stock or restricted stock units, to certain key employees to create a clear and meaningful alignment between compensation and shareholder return and to enable the employees to develop and maintain a stock ownership position. While the majority of our equity awards feature time-based vesting, performance-based equity awards, which are awarded from time to time to certain key Company executives, vest as a function of performance, and may also be subject to the recipient's continued employment which also acts as a significant retention incentive.

Equity-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as expense over the employee requisite service period. In order to determine the fair value of stock options on the date of grant, we apply the Black-Scholes option-pricing model. Inherent in the model are assumptions related to risk-free interest rate, dividend yield, expected stock-price volatility and option life.

The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The dividend yield assumption is based on the Company's historical and future expectation of dividend payouts. While the risk-free interest rate and dividend yield are less subjective assumptions, typically based on objective data derived from public sources, the expected stock-price volatility and option life assumptions require a level of judgment which make them critical accounting estimates.

We use an expected stock-price volatility assumption that is a combination of both historical volatility calculated based on the daily closing prices of our common stock over a period equal to the expected term of the option and implied volatility, and utilization of market data of actively traded options on our common stock, which are obtained from public data sources. We believe that the historical volatility of the price of our common stock over the expected term of the option is a strong indicator of the expected future volatility and that implied volatility takes into consideration market expectations of how future volatility will differ from historical volatility. Accordingly, we believe a combination of both historical and implied volatility provides the best estimate of the future volatility of the market price of our common stock.

The expected option term, representing the period of time that options granted are expected to be outstanding, is estimated using a lattice-based model incorporating historical post vest exercise and employee termination behavior.

We estimate forfeitures using our historical experience, which is adjusted over the requisite service period based on the extent to which actual forfeitures differ or are expected to differ, from such estimates. Because of the significant amount of judgment used in these calculations, it is reasonably likely that circumstances may cause the estimate to change.

With regard to the weighted-average option life assumption, we consider the exercise behavior of past grants and model the pattern of aggregate exercises.

We settle the exercise of stock options with newly issued shares.

With respect to grants of performance based awards, we assess the probability that such performance criteria will be met in order to determine the compensation expense. Consequently, the compensation expense is recognized straight-line over the vesting period. If that assessment of the probability of the performance condition being met changes, the Company would recognize the impact of the change in estimate in the period of the change. As with the use of any estimate, and owing to the significant judgment used to derive those estimates, actual results may vary.

The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date.

Negotiable Letters of Credit

For certain transactions, we request that our customers provide us with a negotiable irrevocable letter of credit drawn on a reputable financial institution. These irrevocable letters of credit are typically issued to mature, on average, for 0 to 90 days post documentation requirements, but occasionally for longer. For a fee, one of our banks, confirms the reputation of the issuing institution and, at our option, monetizes these letters of credit on an non-recourse basis soon after they become negotiable. Once we negotiate the letter of credit with the confirming bank, we have no further obligations or interest in the letter of credit and they are not included in our consolidated balance sheets. The fees that we pay are included in selling, general and administrative expense and are not material.

Recent Accounting Pronouncements

Parent's Accounting for the Cumulative Translation Adjustment :    In March 2013, the FASB issued ASU No. 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This new standard is intended to resolve diversity in practice regarding the release into net income of a cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU No. 2013-05 is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We are currently reviewing this standard, but we do not anticipate that its adoption will have a material impact on our consolidated financial statements, absent any material transactions involving the derecognition of subsidiaries or groups of assets within a foreign entity.

Comprehensive Income:    In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which contained amended standards regarding disclosure requirements for items reclassified out of accumulated other comprehensive income ("AOCI"). These amended standards require the disclosure of information about the amounts reclassified out of AOCI by component and, in addition, require disclosure, either on the face of the financial statements or in the notes, of significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. These amended standards do not change the current requirements for reporting net income or other comprehensive income in the consolidated financial statements. These amended standards were effective for us on January 1, 2013, and the adoption of this guidance did not materially impact our consolidated financial statements.

Indefinite-Lived Intangible Assets:    In July 2012, the FASB issued amended guidance related to Intangibles—Goodwill and Other: Testing of Indefinite-Lived Intangible Assets for Impairment. This amendment intends to simplify the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. Some examples of intangible assets subject to the guidance include indefinite-lived trademarks, licenses and distribution rights. The guidance allows companies to perform a qualitative assessment about the likelihood of impairment of an indefinite-lived intangible asset to determine whether further impairment testing is necessary, similar in approach to the goodwill impairment test. The ASU will become effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company early adopted this standard in the third quarter of 2012 and this guidance did not have a material impact on its consolidated financial statements.

Balance Sheet:    In December 2011, the FASB issued amended guidance related to the Balance Sheet (Disclosures about Offsetting Assets and Liabilities). This amendment requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The amendment should be applied retrospectively. The Company does not believe that this guidance will have a material impact on its consolidated financial statements.

Comprehensive Income:    In December 2011, the FASB issued amended guidance related to Comprehensive Income. In order to defer only those changes in the June amendment (addressed below) that relate to the presentation of reclassification adjustments, the FASB issued this amendment to supersede certain pending paragraphs in the June amendment. The amendments are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before the June amendment. All other requirements are not affected, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

Intangibles—Goodwill and Other:    In September 2011, the FASB issued amended guidance related to Intangibles—Goodwill and Other: Testing Goodwill for Impairment. The amendment is intended to simplify how entities test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

Comprehensive Income:    In June 2011, the FASB issued amended guidance related to Comprehensive Income. This amendment allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendment eliminates the option to present the components of other comprehensive income as part of the statement of equity. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendment should be applied retrospectively. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

Income Per Common Share
Income Per Common Share

2. Income Per Common Share

The following table sets forth basic and diluted net income per common share and the basic weighted average shares outstanding and diluted weighted average shares outstanding (in thousands, except per share data):

 
  Year ended December 31,  
 
  2012   2011   2010  

Net income

  $ 30,928   $ 127,987   $ 361,760  
               

Income from continuing operations per common share:

                   

Basic

  $ 0.80   $ 3.23   $ 9.16  
               

Diluted

  $ 0.79   $ 3.11   $ 8.51  
               

Basic weighted average shares outstanding

    38,477     39,658     39,499  

Dilutive effect of stock options, restricted stock awards and units and convertible debt

    574     1,497     3,015  
               

Diluted weighted average shares outstanding

    39,051     41,155     42,514  
               

Basic income per common share is computed using the basic weighted average number of common shares outstanding during the period. Diluted income per common share is computed using the basic weighted average number of common shares and common equivalent shares outstanding during the period. Potentially dilutive securities attributable to outstanding stock options and restricted stock of approximately 1.3 million, 0.7 million and 0.3 million common equivalent shares during the years ended December 31, 2012, 2011 and 2010 were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive.

During the second quarter of 2011 the entire outstanding principal balance of our convertible debt was converted, with the principal amount paid in cash and the conversion premium paid in shares. The convertible notes met the criteria for determining the effect of the assumed conversion using the treasury stock method of accounting, since we had settled the principal amount of the notes in cash. Using the treasury stock method, it was determined that the impact of the assumed conversion for the years ended December 31, 2011 and 2010 had a dilutive effect of 0.6 million shares and 1.2 million shares, respectively.

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.

The results of operations for the CIGS solar systems business have been recorded as discontinued operations in the accompanying consolidated statements of income 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 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. The sale 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 following the closing date of the transaction to secure certain specified losses in the event of breaches of representations, warranties and covenants we made in the stock purchase agreement and related documents. The restriction relating to the escrowed proceeds was released on October 6, 2011. As part of the sale we incurred transaction costs, which consisted of investment banking fees and legal fees, totaling $5.2 million. During the fourth quarter of 2010, we 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. We recognized into income the pre-tax deferred gain of $5.4 million during the third quarter of 2012 related to the completion of the sale of the assets in China to Bruker.

Discontinued operations for the year ended December 31, 2012 include the realization of the $5.4 million 2010 deferred gain ($4.1 million net of taxes) relating to the net assets in China, which was finalized during the third quarter of 2012, and a $1.4 million gain ($1.1 million net of taxes) on the sale of assets of this discontinued segment that were previously held for sale and sold during the second quarter of 2012.

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):

 
  The year ended December 31,  
 
  2012   2011   2010  
 
  Solar
Systems
  Metrology   Total   Solar
Systems
  Metrology   Total   Solar
Systems
  Metrology   Total  

Net sales

  $   $   $   $   $   $   $ 2,339   $ 92,011   $ 94,350  
                                       

Net (loss) income from discontinued operations

  $ (62 ) $ 4,461   $ 4,399   $ (61,453 ) $ (1,062 ) $ (62,515 ) $ (16,645 ) $ 101,229   $ 84,584  
                                       

Liabilities of discontinued segment held for sale, totaling $5.4 million, as of December 31, 2011 consisted of the deferred gain related to the assets in China recognized in 2012.

Fair Value Measurements
Fair Value Measurements

4. Fair Value Measurements

We have categorized our assets and liabilities recorded at fair value based upon the fair value hierarchy. The levels of fair value hierarchy are as follows:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, we categorize such assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs.

The major categories of assets and liabilities measured on a recurring basis, at fair value, as of December 31, 2012 and 2011 are as follows (in millions):

 
  December 31, 2012  
 
  Level 1   Level 2   Level 3   Total  

Treasury bills

  $ 278.7   $   $   $ 278.7  

Government agency securities

        123.0         123.0  
                   

Total

  $ 278.7   $ 123.0   $   $ 401.7  
                   


 

 
  December 31, 2011  
 
  Level 1   Level 2   Level 3   Total  

Treasury bills

  $ 90.2   $   $   $ 90.2  

FDIC guaranteed corporate debt

        114.8         114.8  

Government agency securities

        169.8         169.8  

Money market instruments

        0.2         0.2  
                   

Total

  $ 90.2   $ 284.8   $   $ 375.0  
                   

The classification in the fair value table as of December 31, 2011 has been revised to conform to current period classifications due to an immaterial error related to previously disclosed fair value hierarchy tables.

Highly liquid investments with maturities of three months or less when purchased may be classified as cash equivalents. Such items may include liquid money market accounts, treasury bills, government agency securities and corporate debt. The investments that are classified as cash equivalents are carried at cost, which approximates fair value. Accordingly, no gains or losses (realized/unrealized) have been incurred for cash equivalents. All investments classified as available-for-sale are recorded at fair value within short-term investments in the Consolidated Balance Sheets.

In determining the fair value of its investments and levels, through a third-party service provider the Company uses pricing information from pricing services that value securities based on quoted market prices in active markets and matrix pricing. Matrix pricing is a mathematical valuation technique that does not rely exclusively on quoted prices of specific investments, but on the investment's relationship to other benchmarked quoted securities. The Company has a challenge process in place for investment valuations to facilitate identification and resolution of potentially erroneous prices. The Company reviews the information provided by the third-party service provider to record the fair value of its portfolio.

Consistent with Level 1 measurement principles, Treasury bills are priced using active market prices of identical securities. Consistent with Level 2 measurement principles, FDIC guaranteed corporate debt, Government agency securities, and Money market instruments are priced with matrix pricing.

We measure certain assets for fair value on a non-recurring basis when there are indications of impairment.

In 2012, we evaluated an asset in our Data Storage segment for impairment. We measured the assets consistent with Level 3 measurement principals using an income approach based on a discounted cash flow model. As a result of the evaluation we adjusted the carrying value of the asset carried in Other assets from $1.4 million to $0.1 million with the $1.3 million adjustment recorded as impairment in 2012. In 2011, we evaluated certain tangible assets in our MBE reporting unit for impairment. We measured the assets consistent with Level 3 measurement principals. As a result of the evaluation we fully expensed $0.6 million related to the tangible assets as an impairment in 2011.

In the fourth quarter of 2012, management identified a change in the business climate for certain asset groups which can be an indication of a potential impairment. We noted that our long-term forecast for each of these asset groups, including growth assumptions, was lower than the prior year's financial projections of each group. As a result, management performed an asset recoverability test that included the use of an undiscounted cash flow analysis. Based on the analysis performed, no indications of impairment were noted as the undiscounted cash flows of each asset group were in excess of carrying value.

Business Combinations
Business Combinations

5. Business Combinations

On April 4, 2011, we purchased a privately-held company which supplies certain components to one of our businesses for $28.3 million in cash. As a result of this purchase, we acquired $16.4 million of definite-lived intangibles, of which $13.6 million related to core technology, and $14.7 million of goodwill. The financial results of this acquisition are included in our LED & Solar segment as of the acquisition date. We determined that this acquisition does not constitute a material business combination and therefore we have not included pro forma financial information in this report.

Balance Sheet Information
Balance Sheet Information

6. Balance Sheet Information

Short-Term Investments

Available-for-sale securities consist of the following (in thousands):

 
  December 31, 2012  
 
  Amortized
Cost
  Gains in
Accumulated
Other
Comprehensive
Income
  Losses in
Accumulated
Other
Comprehensive
Income
  Estimated
Fair Value
 

Treasury bills

  $ 184,102   $ 76   $   $ 184,178  

Government agency securities

    8,056             8,056  
                   

Total available-for-sale securities

  $ 192,158   $ 76   $   $ 192,234  
                   

During the year ended December 31, 2012, available-for-sale securities were sold for total proceeds of $244.9 million. The gross realized gains on these sales were minimal for the year ended December 31, 2012. For purpose of determining gross realized gains, the cost of securities sold is based on specific identification. The change in the net unrealized holding loss on available-for-sale securities amounted to $0.1 million for the year ended December 31, 2012, and has been included in accumulated other comprehensive income. The tax impact on the unrealized gains, which is excluded from the table above, was less than $0.1 million.

 
  December 31, 2011  
 
  Amortized
Cost
  Gains in
Accumulated
Other
Comprehensive
Income
  Losses in
Accumulated
Other
Comprehensive
Income
  Estimated
Fair Value
 

Treasury bills

  $ 70,147   $ 46   $ (1 ) $ 70,192  

Government agency securities

    88,585     62     (6 )   88,641  

FDIC guaranteed corporate debt

    114,641     124     (7 )   114,758  
                   

Total available-for-sale securities

  $ 273,373   $ 232   $ (14 ) $ 273,591  
                   

During the year ended December 31, 2011, available-for-sale securities were sold for total proceeds of $707.6 million. The gross realized gains on these sales were $0.4 million for the year ended December 31, 2011. For purpose of determining gross realized gains, the cost of securities sold is based on specific identification. The change in the net unrealized holding gain on available-for-sale securities amounted to $0.2 million for the year ended December 31, 2011, and has been included in accumulated other comprehensive income. The tax impact on the unrealized gains, which was excluded from the table above, was $0.1 million.

As of December 31, 2012 we did not hold any short-term investments that were in a loss position. As of December 31, 2011 we had $33.5 million in short-term investments that had an aggregate unrealized fair value loss of less than $0.2 million none of which had been in an unrealized loss position for 12 months or longer. For investments that were in an unrealized loss position, we held the securities through maturity.

Contractual maturities of available-for-sale debt securities as of December 31, 2012 are as follows (in thousands):

 
  Estimated
Fair Value
 

Due in one year or less

  $ 120,621  

Due in 1 - 2 years

    71,613  
       

Total investments in debt securities

  $ 192,234  
       

Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Restricted Cash

As of December 31, 2012 and 2011, restricted cash consisted of $2.0 million and $0.6 million, respectively, which serves as collateral for bank guarantees that provide financial assurance that the Company will fulfill certain customer obligations. This cash is held in custody by the issuing bank, and is restricted as to withdrawal or use while the related bank guarantees are outstanding.

Accounts Receivable, Net

Accounts receivable are shown net of the allowance for doubtful accounts of $0.5 million as of December 31, 2012 and 2011.

Inventories (in thousands):

 
  December 31,  
 
  2012   2011  

Materials

  $ 36,523   $ 57,169  

Work in process

    13,363     20,118  

Finished goods

    9,921     36,147  
           

 

  $ 59,807   $ 113,434  
           

Property, Plant and Equipment (in thousands):

 
  December 31,    
 
  Estimated
Useful Lives
 
  2012   2011

Land

  $ 12,535   $ 12,535    

Building and improvements

    49,498     34,589   10 - 40 years

Machinery and equipment

    110,150     102,241   3 - 10 years

Leasehold improvements

    5,677     6,025   3 - 7 years
             

Gross property, plant and equipment at cost

    177,860     155,390    

Less: accumulated depreciation and amortization

    79,558     69,323    
             

Net property, plant and equipment

  $ 98,302   $ 86,067    
             

For the years ended December 31, 2012, 2011 and 2010, depreciation expense was $11.3 million, $8.2 million and $7.1 million, respectively.

Goodwill and Indefinite-Lived Intangible Assets

In accordance with the relevant accounting guidance related to goodwill and other intangible assets, we conducted our annual impairment test of goodwill and indefinite-lived intangible assets during the fourth quarters of 2012 and 2011, using October 1st as our measurement date, and utilizing a discounted future cash flow approach as described in Note 1. This was consistent with the approach used in previous years. Based upon the results of such assessments, we determined that no goodwill and indefinite-lived intangible asset impairment existed as of October 1, 2012 and 2011, respectively.

Changes in our goodwill are as follows (in thousands):

 
  December 31,  
 
  2012   2011  

Beginning Balance

  $ 55,828   $ 52,003  

Write-off (see Note 3. Discontinued Operations)

        (10,836 )

Acquisition (see Note 5. Business Combinations)

        14,661  
           

Ending Balance

  $ 55,828   $ 55,828  
           

As of December 31, 2012 and 2011, we had $2.9 million of indefinite-lived intangible assets consisting of trademarks and tradenames, which are included in the accompanying Consolidated Balance Sheets in the caption intangible assets, net.

Intangible Assets

 
  December 31, 2012   December 31, 2011  
(in thousands)
  Purchased
technology
  Other
intangible
assets
  Total
intangible
assets
  Purchased
technology
  Other
intangible
assets
  Total
intangible
assets
 

Gross intangible assets

  $ 109,248   $ 19,635   $ 128,883   $ 109,248   $ 19,635   $ 128,883  

Less accumulated amortization

    (93,436 )   (14,473 )   (107,909 )   (89,620 )   (13,381 )   (103,001 )
                           

Intangible assets, net

  $ 15,812   $ 5,162   $ 20,974   $ 19,628   $ 6,254   $ 25,882  
                           

The estimated aggregate amortization expense for intangible assets with definite useful lives for each of the next five fiscal years is as follows (in thousands):

2013

  $ 3,556  

2014

    2,919  

2015

    2,752  

2016

    2,530  

2017

    1,544  

In accordance with the relevant accounting guidance related to the impairment or disposal of long-lived assets, we performed an analysis as of December 31, 2012 and 2011 of our definite-lived intangible and long-lived assets.

As a result of the delay in filing this report and because our last annual impairment test was performed as of October 1, 2012, we were required to evaluate the impact of events and circumstances occurring through the date of the filing of this report. We considered several factors including our current year financial projections, changes in industry or market conditions, political factors, legal factors, regulatory factors, whether triggering events exist, and performed other analyses to assess whether our goodwill and/or long-lived assets are impaired. Based on our evaluation of the foregoing considerations, we concluded that no impairment exists through the date of this filing.

Cost Method Investment

On September 28, 2010, Veeco completed a $3 million investment in a rapidly developing organic light emitting diode (also known as OLED) equipment company (the "Investment"). Veeco invested an additional $10.3 million and $1.2 million in the Investment during 2012 and 2011, respectively. As of December 31, 2012, we have a 15.3% ownership of the preferred shares, and effectively hold a 12.0% ownership interest of the total company. Since we do not exert significant influence on the Investment, this investment is treated under the cost method in accordance with applicable accounting guidance. The fair value of this investment is not estimated because there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and the investment does not meet the definition of a publicly traded company. This investment is recorded in other assets in our Consolidated Balance Sheets as of December 31, 2012 and 2011. In 2013, Veeco invested an additional $1.6 million in the Investment.

Accrued Expenses and Other Current Liabilities

 
  December 31,  
(in thousands)
  2012   2011  

Payroll and related benefits

  $ 14,581   $ 19,017  

Sales, use and other taxes

    6,480     6,315  

Customer deposits

    32,719     57,075  

Warranty

    4,942     8,731  

Restructuring liability

    1,875     956  

Other

    13,663     14,532  
           

 

  $ 74,260   $ 106,626  
           

Accrued Warranty

Typically, we provide our customers a one year manufacturer's warranty from the date of final acceptance on the products they purchase from us. We estimate the costs that may be incurred under the warranty we provide for our products and recognize a liability in the amount of such costs at the time the related revenue is recognized. Factors that affect our warranty liability include product failure rates, material usage and labor costs incurred in correcting product failures during the warranty period. Changes in our warranty liability during the year are as follows (in thousands):

 
  December 31,  
 
  2012   2011  

Balance as of the beginning of year

  $ 8,731   $ 8,266  

Warranties issued during the year

    3,563     7,366  

Settlements made during the year

    (7,060 )   (8,462 )

Changes in estimate during the period

    (292 )   1,561  
           

Balance as of the end of year

  $ 4,942   $ 8,731  
           

In the current year's presentation we no longer include certain accrued installation costs in the accrued warranty balance; therefore, in order to conform the balance to current year presentation, we have reclassified $1.047 million and $0.972 million in 2012 and 2011, respectively, of the beginning balance of accrued warranty to accrued installation which, along with accrued warranty, is also a component of accrued expenses and other current liabilities.

Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income are (in thousands):

December 31, 2012
  Gross   Taxes   Net  

Translation adjustments

  $ 7,040   $ (339 ) $ 6,701  

Defined benefit pension plan

    (1,285 )   510     (775 )

Unrealized gain (loss) on available for sale securities

    76     (29 )   47  
               

Accumulated other comprehensive income

  $ 5,831   $ 142   $ 5,973  
               


 

December 31, 2011
  Gross   Taxes   Net  

Translation adjustments

  $ 8,111   $ (1,022 ) $ 7,089  

Defined benefit pension plan

    (1,069 )   431     (638 )

Unrealized gain (loss) on available for sale securities

    218     (79 )   139  
               

Accumulated other comprehensive income

  $ 7,260   $ (670 ) $ 6,590  
               
Debt
Debt

7. Debt

Long-Term Debt

Long-term debt as of December 31, 2012, consists of a mortgage note payable, which is secured by certain land and buildings with carrying amounts aggregating approximately $4.8 million and $5.0 million as of December 31, 2012 and December 31, 2011, respectively. The mortgage note payable ($2.4 million as of December 31, 2012 and $2.7 million as of December 31, 2011) bears interest at an annual rate of 7.91%, with the final payment due on January 1, 2020. Since there is no readily comparable market for our notes (fair value hierarchy Level 3, please see Note 4. Fair Value Measurements), we computed the fair value of the note using a discounted cash flow model, adjusted for current interest rates and our current risk profile. We estimate the fair market value of this note as of December 31, 2012 and 2011 was approximately $2.6 million and $2.9 million, respectively.

Maturity of Long-Term Debt

Long-term debt matures as follows (in thousands):

2013

  $ 268  

2014

    290  

2015

    314  

2016

    340  

2017

    368  

Thereafter

    826  
       

 

    2,406  

Less current portion

    268  
       

 

  $ 2,138  
       

Convertible Notes

Our convertible notes were initially convertible into 36.7277 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of $27.23 per share or a premium of 38% over the closing market price for Veeco's common stock on April 16, 2007). We paid interest on these notes on April 15 and October 15 of each year. The notes were unsecured and were effectively subordinated to all of our senior and secured indebtedness and to all indebtedness and other liabilities of our subsidiaries.

During the first quarter of 2011, at the option of the holders, $7.5 million of notes were tendered for conversion at a price of $45.95 per share in a net share settlement. We paid the principal amount of $7.5 million in cash and issued 111,318 shares of our common stock. We recorded a loss on extinguishment totaling $0.3 million related to these transactions.

During the second quarter of 2011, we issued a notice of redemption on the remaining outstanding principal balance of notes outstanding. As a result, at the option of the holders, the notes were tendered for conversion at a price of $50.59 per share, calculated as defined in the indenture relating to the notes, in a net share settlement. As a result, we paid the principal amount of $98.1 million in cash and issued 1,660,095 shares of our common stock. We recorded a loss on extinguishment totaling $3.0 million related to these transactions.

Certain accounting guidance requires a portion of convertible debt to be allocated to equity. This guidance requires issuers of convertible debt that can be settled in cash to separately account for (i.e., bifurcate) a portion of the debt associated with the conversion feature and reclassify this portion to equity. The liability portion, which represents the fair value of the debt without the conversion feature, is accreted to its face value over the life of the debt using the effective interest method by amortizing the discount between the face amount and the fair value. The amortization is recorded as interest expense. Our convertible notes were subject to this accounting guidance. This additional interest expense did not require the use of cash.

The components of interest expense recorded on the notes were as follows (in thousands):

 
  For the year ended
December 31,
 
 
  2011   2010  

Contractual interest

  $ 2,025   $ 4,355  

Accretion of the discount on the notes

    1,260     3,058  
           

Total interest expense on the notes

  $ 3,285   $ 7,413  
           

Effective interest rate

    6.7 %   7.0 %
Equity Compensation Plans and Equity
Equity Compensation Plans and Equity

8. Equity Compensation Plans and Equity

Stock Option and Restricted Stock Plans

We have several stock option and restricted stock plans. On April 1, 2010, the Board of Directors of the Company, and on May 14, 2010, our shareholders, approved the 2010 Stock Incentive Plan (the "2010 Plan"). The 2010 Plan replaced the 2000 Stock Incentive Plan, as amended (the "2000 Plan"), as the Company's active stock plan. The Company's employees, directors and consultants are eligible to receive awards under the 2010 Plan. The 2010 Plan permits the granting of a variety of awards, including both non-qualified and incentive stock options, share appreciation rights, restricted shares, restricted share units and dividend equivalent rights. The Company is authorized to issue up to 3,500,000 shares under the 2010 Plan. Option awards are generally granted with an exercise price equal to the closing price of the Company's stock on the trading day prior to the date of grant; those option awards generally vest over a 3 year period and have a 7 or 10-year term. Restricted share awards generally vest over 1-5 years. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2010 Plan. As of December 31, 2012, there are 1,448,132 options outstanding under this plan.

The 2000 Plan was approved by the Board of Directors and shareholders in May 2000. The 2000 Plan provides for the grant to officers and key employees of stock awards, either in the form of options to purchase shares of our common stock or restricted stock awards. Stock awards granted pursuant to the 2000 Plan expire after seven years and generally vest over a two-year to five-year period following the grant date. In addition, the 2000 Plan provides for automatic annual grants of restricted stock to each member of our Board of Directors who is not an employee. As of December 31, 2012, there are 873,522 options outstanding under this plan.

Equity-Based Compensation Expense, Stock Option and Restricted Stock Activity

Equity-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period. We recorded equity compensation expense of $14.3 million, $12.8 million and $8.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. We did not capitalize any equity compensation in the years ended December 31, 2012, 2011, and 2010.

During the year ended December 31, 2011, we discontinued our CIGS solar systems business and as a result the equity-based compensation expense related to each CIGS solar systems business employee has been classified as discontinued operations in determining the consolidated results of operations for the years ended December 31, 2011 and 2010. For the years ended December 31, 2011 and 2010 discontinued operations included compensation expense of $0.7 million and $0.9 million, respectively.

As a result of the sale of our Metrology segment to Bruker, equity-based compensation expense related to Metrology employees has been classified as discontinued operations in determining the consolidated results of operations for the year ended December 31, 2010. For the year ended December 31, 2010, discontinued operations included compensation expense of $7.7 million that related to the acceleration of equity awards from employees that were terminated as a result of the sale of our Metrology segment to Bruker.

As of December 31, 2012, the total unrecognized compensation cost related to nonvested stock awards and option awards expected to vest is $17.2 million and $13.1 million, respectively, and the related weighted average period over which it is expected that such unrecognized compensation costs will be recognized is approximately 2.8 years and 2.0 years for the nonvested stock awards and for option awards, respectively.

The fair value of each option granted during the years ended December 31, 2012, 2011 and 2010, was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 
  For the year ended
December 31,
 
 
  2012   2011   2010  

Weighted-average expected stock-price volatility

    59 %   55 %   62 %

Weighted-average expected option life

    5 years     4 years     5 years  

Average risk-free interest rate

    0.70 %   1.40 %   1.92 %

Average dividend yield

    0 %   0 %   0 %

A summary of our restricted stock awards including restricted stock units as of December 31, 2012 is presented below:

 
  Shares
(000's)
  Weighted-
Average
Grant-Date
Fair Value
 

Nonvested as of December 31, 2011

    618   $ 33.61  

Granted

    324     32.62  

Vested

    (167 )   20.60  

Forfeited (including cancelled awards)

    (82 )   34.98  
             

Nonvested as of December 31, 2012

    693   $ 36.11  
             

During the year ended December 31, 2012, we granted 323,766 shares of restricted common stock and restricted stock units to key employees, which generally vest over a four year period. Included in this grant were 15,294 shares of restricted common stock granted to the non-employee members of the Board of Directors, which vest over the lesser of one year or at the time of the next annual meeting. The vested shares include the impact of 53,399 shares of restricted stock which were cancelled in 2012 due to employees electing to receive fewer shares in lieu of paying withholding taxes. The total grant date fair value of shares that vested during the years ended December 31, 2012, 2011 and 2010 was $5.4 million, $9.7 million and $13.6 million, respectively.

A summary of our stock option plans as of and for the year ended December 31, 2012 is presented below:

 
  Shares
(000's)
  Weighted-
Average
Exercise
Price
  Aggregate
Intrinsic
Value (000's)
  Weighted-
Average
Remaining
Contractual
Life
(in years)
 

Outstanding as of December 31, 2011

    2,106   $ 25.58              

Granted

    704     32.55              

Exercised

    (351 )   15.39              

Forfeited (including cancelled options)

    (137 )   35.88              
                         

Outstanding as of December 31, 2012

    2,322   $ 28.63   $ 13,149     6.4  
                         

Options exercisable as of December 31, 2012

    1,282   $ 22.63   $ 12,948     4.5  
                         

The weighted-average grant date fair value of stock options granted for the years ended December 31, 2012, 2011 and 2010 was $15.56, $21.90 and $18.41 per option, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2012, 2011 and 2010 was $6.8 million, $22.8 million and $53.1 million, respectively.

The following table summarizes information about stock options outstanding as of December 31, 2012:

 
  Options Outstanding   Options Exercisable  
Range of Exercise Prices
  Number
Outstanding at
December 31,
2012 (000s)
  Weighted-Average
Remaining
Contractual Life
(in years)
  Weighted-
Average
Exercise
Price
  Number
Exercisable at
December 31,
2012 (000s)
  Weighted-
Average
Exercise
Price
 

$8.82 - 16.37

    522     3.4   $ 11.05     522   $ 11.05  

17.48 - 26.69

    352     2.9     19.66     320     19.16  

28.60 - 42.96

    1,155     8.4     33.64     339     35.29  

44.09 - 51.70

    293     8.4     50.91     101     50.79  
                             

 

    2,322     6.4   $ 28.63     1,282   $ 22.63  
                             

Shares Reserved for Future Issuance

As of December 31, 2012, we have 3,358,032 shares reserved for future issuance upon exercise of stock options and grants of restricted stock.

Preferred Stock

Our Board of Directors has authority under our Certificate of Incorporation to issue shares of preferred stock with voting and economic rights to be determined by the Board of Directors.

Treasury Stock

On August 24, 2010, our Board of Directors authorized the repurchase of up to $200 million of our common stock. All funds for this repurchase program were exhausted as of August 19, 2011. Repurchases were made from time to time on the open market in accordance with applicable federal securities laws. During 2011, we purchased 4,160,228 shares for $162 million (including transaction costs) under the program at an average cost of $38.96 per share. During 2010, we purchased 1,118,600 shares for $38 million (including transaction costs) under the program at an average cost of $34.06 per share. This stock repurchase is included as treasury stock in the Consolidated Balance Sheet as of December 31, 2011. During the year ended December 31, 2012, we cancelled and retired the 5,278,828 shares of treasury stock we purchased under this repurchase program. As a result of this transaction, we recorded a reduction in treasury stock of $200.2 million and a corresponding reduction of $200.1 million and $0.1 million in retained earnings and common stock, respectively.

Income Taxes
Income Taxes

9. Income Taxes

Our income from continuing operations before income taxes in the accompanying Consolidated Statements of Income consists of (in thousands):

 
  Year ended December 31,  
 
  2012   2011   2010  

Domestic

  $ 5,811   $ 230,204   $ 260,268  

Foreign

    32,375     41,882     36,413  
               

 

  $ 38,186   $ 272,086   $ 296,681  
               

Significant components of the provision for income taxes from continuing operations are presented below (in thousands):

 
  Year ended December 31,  
 
  2012   2011   2010  

Current:

                   

Federal

  $ 2,515   $ 59,921   $ 42,324  

Foreign

    7,576     10,714     7,720  

State and local

    (317 )   805     5,215  
               

Total current provision for income taxes

    9,774     71,440     55,259  
               

Deferred:

                   

Federal

    (482 )   10,454     (32,033 )

Foreign

    727     (1,073 )   239  

State and local

    1,638     763     (3,960 )
               

Total deferred provision (benefit) for income taxes

    1,883     10,144     (35,754 )
               

Total provision for income taxes

  $ 11,657   $ 81,584   $ 19,505  
               

The following is a reconciliation of the income tax provision computed using the Federal statutory rate to our actual income tax provision (in thousands):

 
  Year ended December 31,  
 
  2012   2011   2010  

Income tax provision at U.S. statutory rates

  $ 13,366   $ 95,231   $ 103,838  

State income tax (benefit) expense (net of federal impact)

    (89 )   1,616     6,379  

Nondeductible expenses

    622     (749 )   333  

Domestic production activities deduction

    (489 )   (4,581 )   (6,365 )

Nondeductible compensation

    205     841     2,840  

Research and development tax credit

    (3,013 )   (4,675 )   (1,823 )

Net change in valuation allowance

    2,943     121     (83,079 )

Change in accrual for unrecognized tax benefits

    533     824     (1,076 )

Foreign tax rate differential

    (2,387 )   (5,225 )   (5,280 )

Other

    (34 )   (1,819 )   3,738  
               

Total provision for income taxes

  $ 11,657   $ 81,584   $ 19,505  
               

During the fourth quarter of 2012, the Company determined that it may not meet the criteria required to receive a certain incentive tax rate pursuant to a negotiated tax holiday in one foreign jurisdiction. Although the Company is continuing to negotiate the criteria for the incentive, for financial reporting purposes the Company has recorded an additional tax provision of $4.0 million which represents the cumulative effect of calculating the tax provision using the incentive tax rate as compared to the foreign country's statutory rate. As such amount is not expected to be paid within twelve months, the Company has recorded the $4.0 million as a long term taxes payable. If the Company successfully renegotiates the incentive criteria, this additional tax provision could be reversed as a future benefit in the period in which the successful negotiations are finalized.

During 2012, the Company recorded an income tax expense of $1.9 million relating to discontinued operations compared to the $29.4 million income tax benefit from discontinued operations in the prior year which was reported in accordance with the intraperiod tax allocation provisions. In addition, the Company recorded a current tax benefit of $2.1 million related to equity-based compensation which was a credit to additional paid-in capital compared to $10.4 million tax benefit recorded in the prior year.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities are as follows (in thousands):

 
  December 31,  
 
  2012   2011  

Deferred tax assets:

             

Inventory valuation

  $ 6,386   $ 5,468  

Domestic net operating loss carry forwards

    1,144     1,082  

Tax credit carry forwards

    4,145     3,015  

Foreign net operating loss carry forwards

        89  

Warranty and installation accruals

    2,174     3,044  

Equity compensation

    9,114     5,821  

Other accruals

    3,270     2,373  

Other

    760     1,636  
           

Total deferred tax assets

    26,993     22,528  

Valuation allowance

    (4,708 )   (1,765 )
           

Net deferred tax assets

    22,285     20,763  
           

Deferred tax liabilities:

             

Purchased intangible assets

    9,973     9,818  

Undistributed earnings

    1,095     974  

Depreciation

    7,014     4,115  
           

Total deferred tax liabilities

    18,082     14,907  
           

Net deferred taxes

  $ 4,203   $ 5,856  
           

A provision has not been made as of December 31, 2012 for U.S. or additional foreign withholding taxes on approximately $96.4 million of undistributed earnings of our foreign subsidiaries because it is the present intention of management to permanently reinvest the undistributed earnings of our foreign subsidiaries in China, South Korea, Japan, Malaysia, Singapore and Taiwan. As it is our intention to reinvest those earnings permanently, it is not practicable to estimate the amount of tax that might be payable if they were remitted. We have provided deferred income taxes and future withholding taxes on the earnings that we anticipate will be remitted.

Our valuation allowance of approximately $4.7 million as of December 31, 2012 increased by approximately $2.9 million during the year then ended and relates primarily to state and local tax attributes for which we could not conclude were realizable on a more-likely-than-not basis.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

 
  December 31,  
 
  2012   2011  

Beginning balance as of December 31

  $ 4,748   $ 3,660  

Additions for tax positions related to current year

    435     1,069  

Reductions for tax positions related to current year

         

Additions for tax positions related to prior years

    742     1,209  

Reductions for tax positions related to prior years

    (59 )   (422 )

Reductions due to the lapse of the applicable statute of limitations

    (48 )   (586 )

Settlements

        (182 )
           

Ending balance as of December 31

  $ 5,818   $ 4,748  
           

The Company does not anticipate that its uncertain tax position will change significantly within the next twelve months.

Of the amounts reflected in the table above as of December 31, 2012, the entire amount if recognized would reduce our effective tax rate. It is our policy to recognize interest and penalties related to income tax matters in income tax expense. The total accrual for interest and penalties related to unrecognized tax benefits was approximately $0.5 million and $0.2 million as of December 31, 2012 and 2011, respectively.

We or one of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. All material federal income tax matters have been concluded for years through 2006 subject to subsequent utilization of net operating losses generated in such years. Our 2010 federal tax return is currently under examination. All material state and local income tax matters have been reviewed through 2008 with two state jurisdictions currently under examination for open tax years between 2007 and 2010. The majority of our foreign jurisdictions have been reviewed through 2009. Principally all our foreign jurisdictions remain open with respect to the 2011 and 2012 tax years.

Commitments and Contingencies and Other Matters
Commitments and Contingencies and Other Matters

10. Commitments and Contingencies and Other Matters

Restructuring and Other Charges

During 2011 and 2012, in response to challenging business conditions, we initiated activities to reduce and contain spending, including reducing our workforce, consultants and discretionary expenses.

In conjunction with these activities, we recognized restructuring charges (credits) of approximately $3.8 million, $1.3 million and $(0.2) million during the years ended December 31, 2012, 2011 and 2010, respectively. During the years ended December 31, 2012 and 2011, we also recorded inventory write-offs of $1.0 million related to a discontinued product line in our Data Storage segment and $0.8 million related to a discontinued product line in our LED & Solar segment, respectively. These inventory write offs are included in cost of sales in the accompanying Consolidated Statements of Income.

Restructuring expense for the years ended December 31, 2012, 2011 and 2010 are as follows (in thousands):

 
  Year ended December 31,  
 
  2012   2011   2010  

Personnel severance and related costs

  $ 3,040   $ 1,288   $  

Equity compensation and related costs

    414          

Lease-related and other severance costs (credits)

    359         (179 )
               

 

  $ 3,813   $ 1,288   $ (179 )
               

Personnel Severance Costs

During 2012, we recorded $3.0 million in personnel severance and related costs resulting from a headcount reduction of 52 employees. During 2011, we recorded $1.3 million in personnel severance and related costs related to a companywide reorganization resulting in a headcount reduction of 65 employees. These reductions in workforce included executives, management, administration, sales and service personnel and manufacturing employees' companywide.

Lease-Related and Other Severance Costs (Credits)

During 2012, we recorded $0.4 million in other associated costs resulting from a headcount reduction of 52 employees. These charges primarily consist of job placement services, consulting and relocation expenses, as well as duplicate wages incurred during the transition period.

During 2010, we had a change in estimate relating to one of our leased Data Storage facilities. As a result, we incurred a restructuring credit of $0.2 million, consisting primarily of the remaining lease payment obligations and estimated property taxes for a portion of the facility we will occupy, offset by a reduction in expected sublease income.

The following is a reconciliation of the liability for the 2012, 2011 and 2010 restructuring charges through December 31, 2012 (in thousands):

 
  LED & Solar   Data Storage   Unallocated
Corporate
  Total  

Balance as of January 1, 2010

  $ 196   $ 486   $ 1,597   $ 2,279  

Lease-related and other credits 2010

        (87 )       (87 )
                   

Total credited to accrual 2010

        (87 )       (87 )
                   

Personnel severance and related costs 2011

    672     51     311     1,034  
                   

Total charged to accrual 2011

    672     51     311     1,034  
                   

Personnel severance and related costs 2012

    874     1,684     135     2,693  
                   

Total charged to accrual 2012

    874     1,684     135     2,693  
                   

Short-term/long-term reclassification 2010

        123     536     659  

Short-term/long-term reclassification 2011

        58         58  

Cash payments 2010

    (196 )   (344 )   (1,597 )   (2,137 )

Cash payments 2011

    (138 )   (159 )   (553 )   (850 )

Cash payments 2012

    (960 )   (504 )   (310 )   (1,774 )
                   

Balance as of December 31, 2012

  $ 448   $ 1,308   $ 119   $ 1,875  
                   

Long-term liability

                         

Balance as of January 1, 2010

  $   $ 229   $ 536   $ 765  

Lease-related and other credits 2010

        (48 )       (48 )

Short-term/long-term reclassification 2010

        (123 )   (536 )   (659 )

Short-term/long-term reclassification 2011

        (58 )       (58 )
                   

Balance as of December 31, 2011

  $   $   $   $  
                   

Asset Impairment Charges

During 2012, we recorded an asset impairment charge of $1.3 million related to a particular asset in our Data Storage segment. During 2011, we recorded a $0.6 million asset impairment charge for property, plant and equipment related to the discontinuance of a certain product line in our LED & Solar segment.

Minimum Lease Commitments

Minimum lease commitments as of December 31, 2012 for property and equipment under operating lease agreements (exclusive of renewal options) are payable as follows (in thousands):

2013

  $ 3,491  

2014

    2,128  

2015

    1,063  

2016

    588  

2017

    540  

Thereafter

    93  
       

 

  $ 7,903  
       

Rent charged to operations amounted to $3.5 million, $2.7 million and $1.7 million in 2012, 2011 and 2010, respectively. In addition, we are obligated under such leases for certain other expenses, including real estate taxes and insurance.

Environmental Remediation

Under certain circumstances, we could have been obligated to pay up to $250,000 in connection with the implementation of a comprehensive plan of environmental remediation at our Plainview, New York facility. We are indemnified by the former owner for any liabilities we may incur in excess of $250,000 with respect to any such remediation. No comprehensive plan has been required to date. Even without consideration of such indemnification, we did not believe that any material loss or expense was probable in connection with any remediation plan that may be proposed. We revaluated this exposure and concluded that there is no longer any potential exposure from this matter.

We are aware that petroleum hydrocarbon contamination has been detected in the soil at the site of a facility formerly leased by us in Santa Barbara, California. We have been indemnified for any liabilities we may incur which arise from environmental contamination at the site. Even without consideration of such indemnification, we do not believe that any material loss or expense is probable in connection with any such liabilities.

The former owner of the land and building in Santa Barbara, California in which our former Metrology operations were located, which business (sold to Bruker on October 7, 2010), has disclosed that there are hazardous substances present in the ground under the building. Management believes that the comprehensive indemnification clause that was part of the purchase contract relating to the purchase of such land provides adequate protection against any environmental issues that may arise. We have provided Bruker indemnification as part of the sale.

Litigation

Veeco and certain other parties were named as defendants in a lawsuit filed on April 25, 2013 in the Superior Court of California, County of Sonoma. The plaintiff in the lawsuit, Patrick Colbus, seeks unspecified damages and asserts claims that he suffered burns and other injuries while he was cleaning a molecular beam epitaxy system alleged to have been manufactured by Veeco. The lawsuit alleges, among other things, that the molecular beam epitaxy system was defective and that Veeco failed to adequately warn of the potential risks of the system. Although Veeco believes this lawsuit is without merit and intends to defend vigorously against the claims, and although Veeco maintains insurance which may apply to this matter, the lawsuit could result in substantial costs, divert management's attention and resources from our operations and negatively affect our public image and reputation. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves related to this legal matter.

We are involved in various other legal proceedings arising in the normal course of our business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Concentrations of Credit Risk

Our business depends in large part upon the capital expenditures of our top ten customers, which accounted for 77% and 79% of total accounts receivable as of December 31, 2012 and 2011, respectively. Of such, LED and data storage customers accounted for approximately 56% and 21%, and 58% and 19%, respectively, of total accounts receivable as of December 31, 2012 and 2011.

Customers who accounted for more than 10% of our aggregate accounts receivable or net sales are as follows:

 
   
  Accounts
Receivable
December 31,
  Net Sales for the
year ended
December 31,
 
Customer
  Segment   2012   2011   2012   2011   2010  
Customer A   Data Storage     16 %   *     14 %   *     *  
Customer B   LED and Solar     16 %   *     *     *     *  
Customer C   LED and Solar     *     31 %   *     11 %   *  
Customer D   LED and Solar     *     *     *     12 %   12 %
Customer E   LED and Solar     *     *     *     *     17 %
Customer F   LED and Solar     *     *     *     *     12 %

*
Less than 10% of aggregate accounts receivable or net sales.

We manufacture and sell our products to companies in different geographic locations. In certain instances, we require deposits for a portion of the sales price in advance of shipment. We perform periodic credit evaluations of our customers' financial condition and, where appropriate, require that letters of credit be provided on certain foreign sales arrangements. Receivables generally are due within 30-90 days, other than receivables generated from customers in Japan where payment terms generally range from 60-150 days. Our net accounts receivable balance is concentrated in the following geographic locations (in thousands):

 
  December 31,  
 
  2012   2011  

China

  $ 28,132   $ 59,154  

Singapore

    7,266     15,338  

Taiwan

    6,390     1,281  

Other

    3,853     4,188  
           

Asia Pacific

    45,641     79,961  

Americas

    13,917     11,098  

Europe, Middle East and Africa

    3,611     3,979  
           

 

  $ 63,169   $ 95,038  
           

Suppliers

We currently outsource certain functions to third parties, including the manufacture of all or substantially all of our new MOCVD systems, Data Storage systems and ion sources. We primarily rely on several suppliers for the manufacturing of these systems. We plan to maintain some level of internal manufacturing capability for these systems. The failure of our present suppliers to meet their contractual obligations under our supply arrangements and our inability to make alternative arrangements or resume the manufacture of these systems ourselves could have a material adverse effect on our revenues, profitability, cash flows and relationships with our customers.

In addition, certain of the components and sub-assemblies included in our products are obtained from a single source or a limited group of suppliers. Our inability to develop alternative sources, if necessary, could result in a prolonged interruption in supply or a significant increase in the price of one or more components, which could adversely affect our operating results.

Purchase Commitments

As of December 31, 2012, we had purchase commitments totaling $62.6 million all of which come due within one year.

Lines of Credit and Guarantees

As of December 31, 2012, we had bank guarantees outstanding of $15.1 million, which were partially collateralized by $2.0 million in cash that is therefore restricted from use. We had outstanding letters of credit of $0.9 million as of December 31, 2012. We also had $30.5 million of unused lines of credit and bank guarantees available to draw upon if needed.

Foreign Operations, Geographic Area and Product Segment Information
Foreign Operations, Geographic Area and Product Segment Information

11. Foreign Operations, Geographic Area and Product Segment Information

Net sales which are attributed to the geographic location in which the customer facility is located and long-lived tangible assets related to operations in the United States and other foreign countries as of and for the years ended December 31, 2012, 2011 and 2010 are as follows (in thousands):

 
  Net Sales to Unaffiliated
Customers
  Long-Lived Tangible Assets  
 
  2012   2011   2010   2012   2011   2010  

United States(1)

  $ 83,317   $ 100,635   $ 92,646   $ 74,497   $ 67,788   $ 41,072  

Europe, Middle East and Africa(1)

    41,708     57,617     92,112     36     203     274  

Asia Pacific(1)

    390,995     820,883     746,134     23,769     20,417     974  
                           

 

  $ 516,020   $ 979,135   $ 930,892   $ 98,302   $ 88,408   $ 42,320  
                           

(1)
For the year ended December 31, 2012, net sales to customers in China and Taiwan were 42.0% and 11.4% of total net sales, respectively. For the year ended December 31, 2011, net sales to customers in China were 66.4% of total net sales. For the year ended December 31, 2010, net sales to customers in South Korea, China and Taiwan were 32.3%, 28.7% and 10.9% of total net sales, respectively. No other country in Europe, Middle East, and Africa ("EMEA") and Asia Pacific ("APAC") accounted for more than 10% of our net sales for the years presented. A minimal amount, less than 1%, of sales included within the United States caption above have been derived from other regions within the Americas.

We have four identified reporting units that we aggregate into two reportable segments: the VIBE and Mechanical reporting units which are reported in our Data Storage segment; and the MOCVD and MBE reporting units are reported in our LED and Solar segment. We manage the business, review operating results and assess performance, as well as allocate resources, based upon our reporting units that reflect the market focus of each business. Our LED & Solar segment consists of metal organic chemical vapor deposition ("MOCVD") systems, molecular beam epitaxy ("MBE") systems, thermal deposition sources and other types of deposition systems. These systems are primarily sold to customers in the LED and solar industries, as well as to scientific research customers. This segment has product development and marketing sites in Somerset, New Jersey, Poughkeepsie, New York, and St. Paul, Minnesota. During 2011 we discontinued our CIGS solar systems business, located in Tewksbury, Massachusetts and Clifton Park, New York. Our Data Storage segment consists of the ion beam etch, ion beam deposition, diamond-like carbon, physical vapor deposition, and dicing and slicing products sold primarily to customers in the data storage industry. This segment has product development and marketing sites in Plainview, New York, Ft. Collins, Colorado and Camarillo, California.

We evaluate the performance of our reportable segments based on income (loss) from operations before interest, income taxes, amortization and certain items ("segment profit (loss)"), which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management believes segment profit (loss) reports baseline performance and thus provides useful information. Certain items include restructuring expenses, asset impairment charges, inventory write-offs, equity-based compensation expense and other non-recurring items. The accounting policies of the reportable segments are the same as those described in the summary of critical accounting policies.

The following tables present certain data pertaining to our reportable product segments and a reconciliation of segment profit (loss) to income (loss) from continuing operations, before income taxes for the years ended December 31, 2012, 2011 and 2010, and goodwill and total assets as of December 31, 2012 and 2011 (in thousands):

 
  LED & Solar   Data
Storage
  Unallocated
Corporate
Amount
  Total  

Year ended December 31, 2012

                         

Net sales

  $ 363,181   $ 152,839   $   $ 516,020  
                   

Segment profit (loss)

  $ 41,603   $ 25,414   $ (4,919 ) $ 62,098  

Interest income, net

            974     974  

Amortization

    (3,586 )   (1,322 )       (4,908 )

Equity-based compensation

    (5,400 )   (1,920 )   (6,534 )   (13,854 )

Restructuring

    (1,233 )   (2,521 )   (59 )   (3,813 )

Asset impairment charge

        (1,335 )       (1,335 )

Other

        (976 )       (976 )
                   

Income (loss) from continuing operations before income taxes

  $ 31,384   $ 17,340   $ (10,538 ) $ 38,186  
                   

Year ended December 31, 2011

                         

Net sales

  $ 827,797   $ 151,338   $   $ 979,135  
                   

Segment profit (loss)

  $ 267,059   $ 38,358   $ (8,987 ) $ 296,430  

Interest expense, net

            (824 )   (824 )

Amortization

    (3,227 )   (1,424 )   (83 )   (4,734 )

Equity-based compensation

    (3,473 )   (1,458 )   (7,876 )   (12,807 )

Restructuring

    (204 )   (12 )   (1,072 )   (1,288 )

Asset impairment charge

    (584 )           (584 )

Other

    (758 )           (758 )

Loss on extinguishment of debt

            (3,349 )   (3,349 )
                   

Income (loss) from continuing operations before income taxes

  $ 258,813   $ 35,464   $ (22,191 ) $ 272,086  
                   

Year ended December 31, 2010

                         

Net sales

  $ 795,565   $ 135,327   $   $ 930,892  
                   

Segment profit (loss)

  $ 300,311   $ 33,910   $ (18,675 ) $ 315,546  

Interest, net

            (6,572 )   (6,572 )

Amortization

    (1,948 )   (1,522 )   (233 )   (3,703 )

Equity-based compensation

    (1,764 )   (1,140 )   (5,865 )   (8,769 )

Other

        179         179  
                   

Income (loss) from continuing operations before income taxes

  $ 296,599   $ 31,427   $ (31,345 ) $ 296,681  
                   

 
  LED & Solar   Data Storage   Unallocated
Corporate
Amount
  Total  

As of December 31, 2012

                         

Goodwill

  $ 55,828   $   $   $ 55,828  

Total assets

  $ 276,352   $ 38,664   $ 622,288   $ 937,304  

As of December 31, 2011

                         

Goodwill

  $ 55,828   $   $   $ 55,828  

Total assets

  $ 319,457   $ 57,203   $ 559,403   $ 936,063  

Corporate total assets are comprised principally of cash and cash equivalents, short-term investments and restricted cash as of December 31, 2012 and 2011.

Other Segment Data (in thousands):

 
  Year ended December 31,  
 
  2012   2011   2010  

Depreciation and amortization expense:

                   

LED & Solar

  $ 12,020   $ 8,320   $ 5,506  

Data Storage

    3,008     3,245     3,581  

Unallocated Corporate

    1,164     1,327     1,702  
               

Total depreciation and amortization expense

  $ 16,192   $ 12,892   $ 10,789  
               

Expenditures for long-lived assets:

                   

LED & Solar

  $ 20,279   $ 56,141   $ 8,086  

Data Storage

    3,341     2,703     572  

Unallocated Corporate

    1,374     1,520     2,066  
               

Total expenditures for long-lived assets

  $ 24,994   $ 60,364   $ 10,724  
               
Derivative Financial Instruments
Derivative Financial Instruments

12. Derivative Financial Instruments

We use derivative financial instruments to minimize the impact of foreign exchange rate changes on earnings and cash flows. In the normal course of business, our operations are exposed to fluctuations in foreign exchange rates. In order to reduce the effect of fluctuating foreign currencies on short-term foreign currency-denominated intercompany transactions and other known foreign currency exposures, we enter into monthly forward contracts. We do not use derivative financial instruments for trading or speculative purposes. Our forward contracts are not expected to subject us to material risks due to exchange rate movements because gains and losses on these contracts are intended to offset exchange gains and losses on the underlying assets and liabilities. The forward contracts are marked-to-market through earnings. We conduct our derivative transactions with highly rated financial institutions in an effort to mitigate any material counterparty risk.

The aggregate foreign currency exchange (loss) gain included in determining consolidated results of operations was approximately $(0.5) million, $(1.0) million and $1.3 million in 2012, 2011 and 2010, respectively. Included in the aggregate foreign currency exchange (loss) gain were gains relating to foreign exchange forward contracts of $0.3 million, $0.5 million and $0.1 million in 2012, 2011 and 2010, respectively. These amounts were recognized and are included in other, net in the accompanying Consolidated Statements of Income.

As of December 31, 2012 and 2011, the notional amount of such contracts outstanding was approximately $9.6 million and $3.6 million, respectively. The fair value of the outstanding contracts as of December 31, 2012 and 2011, was $0.2 million and $0.0 million, respectively. The fair value of the outstanding contracts is included as a component of Prepaid expenses and other current assets. These contracts were valued using market quotes in the secondary market for similar instruments (fair value Level 2, See Note 4. Fair Value Measurements).

The weighted average notional amount of derivative contracts outstanding during the year ended December 31, 2012 and 2011 was approximately $3.5 million and $10.3 million, respectively.

Defined Contribution Benefit Plan
Defined Contribution Benefit Plan

13. Defined Contribution Benefit Plan

We maintain a defined contribution benefit plan under Section 401(k) of the Internal Revenue Code. Almost all of our domestic full-time employees are eligible to participate in this plan. Under the plan during 2011, we provided matching contributions of fifty cents for every dollar employees contribute up to a maximum of $3,000. During 2012, we provided matching contributions of fifty cents for every dollar employees contribute, up to the lesser of 3% of the employee's eligible compensation or $7,500. During 2013, we will provide matching contributions of fifty cents for every dollar employees contribute, up to the lesser of 3% of the employee's eligible compensation or $7,650.Generally, the plan calls for vesting of Company contributions over the initial five years of a participant's employment. We maintain a similar type of contribution plan at one of our foreign subsidiaries. Our contributions to these plans in 2012, 2011 and 2010 were $2.5 million, $2.1 million and $1.7 million, respectively.

Selected Quarterly Financial Information
Selected Quarterly Financial Information (unaudited)

14. Selected Quarterly Financial Information (unaudited)

The following table presents selected unaudited financial data for each quarter of fiscal 2012 and 2011. Consistent with prior years, we report interim quarters, other than fourth quarters which always end on December 31, on a 13-week basis ending on the last Sunday within such period. The interim quarter ends are determined at the beginning of each year based on the 13-week quarters. The 2012 interim quarter ends were April 1, July 1 and September 30. The 2011 interim quarter ends were April 3, July 3 and October 2. For ease of reference, we report these interim quarter ends as March 31, June 30 and September 30 in our interim condensed consolidated financial statements.

Although unaudited, this information has been prepared on a basis consistent with our audited Consolidated Financial Statements and, in the opinion of our management, reflects all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of this information in accordance with accounting principles generally accepted in the United States. Such quarterly results are not necessarily indicative of future results of operations.

 
  Fiscal 2012 (unaudited)   Fiscal 2011 (unaudited)  
(in thousands, except per
share data)

  Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4  

Net sales

  $ 139,909   $ 136,547   $ 132,715   $ 106,849   $ 254,676   $ 264,815   $ 267,959   $ 191,685  

Gross profit

    65,268     61,254     49,884     38,727     130,963     135,349     124,934     83,088  

Income (loss) from continuing operations, net of income taxes

    16,462     11,011     7,698     (8,642 )   57,979     56,318     52,617     23,588  

(Loss) income from discontinued operations, net of income taxes

    (50 )   807     4,055     (413 )   (5,337 )   (37,112 )   (16,754 )   (3,312 )
                                   

Net income (loss)

  $ 16,412   $ 11,818   $ 11,753   $ (9,055 ) $ 52,642   $ 19,206   $ 35,863   $ 20,276  
                                   

Income (loss) per common share:

                                                 

Basic:

                                                 

Continuing operations

  $ 0.43   $ 0.29   $ 0.20   $ (0.22 ) $ 1.46   $ 1.37   $ 1.34   $ 0.62  

Discontinued operations

        0.02     0.10     (0.01 )   (0.14 )   (0.90 )   (0.43 )   (0.09 )
                                   

Income (loss)

  $ 0.43   $ 0.31   $ 0.30   $ (0.23 ) $ 1.32   $ 0.47   $ 0.91   $ 0.53  
                                   

Diluted :

                                                 

Continuing operations

  $ 0.42   $ 0.28   $ 0.20   $ (0.22 ) $ 1.36   $ 1.31   $ 1.31   $ 0.61  

Discontinued operations

        0.02     0.10     (0.01 )   (0.12 )   (0.86 )   (0.41 )   (0.09 )
                                   

Income (loss)

  $ 0.42   $ 0.30   $ 0.30   $ (0.23 ) $ 1.24   $ 0.45   $ 0.90   $ 0.52  
                                   

Weighted average shares outstanding:

                                                 

Basic

    38,261     38,370     38,577     38,698     39,842     40,998     39,335     38,212  

Diluted

    38,863     38,988     39,169     38,698     42,531     43,002     40,069     38,771  

A variety of factors influence the level of our net sales in a particular quarter including economic conditions in the LED, solar, data storage and semiconductor industries, the timing of significant orders, shipment delays, specific feature requests by customers, the introduction of new products by us and our competitors, production and quality problems, changes in material costs, disruption in sources of supply, seasonal patterns of capital spending by customers, interpretation and application of accounting principles, and other factors, many of which are beyond our control. In addition, we derive a substantial portion of our revenues from the sale of products with a selling price of up to $8.0 million. As a result, the timing of recognition of revenue from a single transaction could have a significant impact on our net sales and operating results in any given quarter.

CIGS Solar Systems Business Disposal

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 excluded from continuing operations in the foregoing selected quarterly financial information and disclosed separately as discontinued operations. During the year ended December 31, 2011, total discontinued operations include charges totaling $69.8 million ($50.7 million in the second quarter and $19.1 million in the third quarter). 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 Divestiture

On August 15, 2010, we signed a definitive agreement to sell our Metrology business to 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. The sale 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 following 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. The restriction relating to the escrowed proceeds was released on October 6, 2011. As part of the sale we incurred transaction costs, which consisted of investment banking fees and legal fees, totaling $5.2 million. During the fourth quarter of 2010, we 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. We recognized into income the pre-tax deferred gain of $5.4 million during the third quarter of 2012 related to the completion of the sale of the assets in China to Bruker.

Other Quarterly Items

During 2012, we took measures to improve profitability, including a reduction in discretionary expenses, realignment of our senior management team and consolidation of certain sales, business and administrative functions. As a result of these actions, we recorded a $3.8 million restructuring charge consisting of $3.0 million in personnel severance and related costs, $0.4 million in equity compensation and related costs and $0.4 million in other severance costs resulting from a headcount reduction of 52 employees. We recorded $2.0 million of these charges in the third quarter of 2012 and $1.8 million of these charges in the fourth quarter of 2012 with the balance recorded in the first quarter of 2012.

During the fourth quarter of 2011, we recognized a restructuring charge of $1.3 million for personnel severance related to a company-wide reorganization. We also recognized an asset impairment charge of $0.6 million for property and equipment and $0.8 million inventory write-off charged to cost of sales related to the discontinuance of a certain product line in our LED & Solar segment.

During the third quarter of 2011 there was overstatement in our discontinued operations tax benefit totaling $3.4 million. We corrected this error in the discontinued operations income tax provision in the fourth quarter of 2011 for the same amount, representing the amount not previously recorded in the third quarter of 2011. We do not believe that this difference was material to our results of operations for the third and fourth quarter of 2011.

As a result of the delay in filing our Form 10-Q for September 30, 2012 ("Q3 10-Q"), we were required to evaluate the impact of events and circumstances occurring through the date of the filing of the Q3 10-Q. After considering declines in systems shipments and parts usage occurring though the date of the filing of the Q3 10-Q, we determined that an increase in our reserve for slow moving and obsolete inventory was warranted and resulted in us recording a total charge of $7.2 million to cost of sales in the third quarter of 2012. We anticipate that the evaluation will also result in relatively lower provisions for inventory reserves over the first three quarters of 2013. We recorded a $1.8 million charge to cost of sales for inventory write downs in the fourth quarter of 2012 that related to a terminated program. The effect on the comparative statements above was to reduce gross profit for September 30, 2012 compared to all other periods presented.

Out of Period Adjustment

As a result of our accounting review we identified errors in the consolidated financial statements related to prior periods. The errors were primarily attributable to the misapplication of U.S. GAAP for recognizing revenue and related costs under multiple element arrangements and accounting for warranties. We assessed the materiality of these errors, both quantitatively and qualitatively, and concluded that these errors were not material, individually or in the aggregate, to our consolidated financial statements in this or any other prior periods. During the course of our review, we identified net cumulative errors which overstated cumulative net income from continuing operations through December 31, 2011 by $0.6 million and net cumulative errors that understated net income from continuing operations in the six month period ended June 30, 2012 by $1.1 million. As a result, in the third quarter of 2012, we recorded adjustments to correct all prior periods resulting in an increase in income from continuing operations of $0.5 million.

Subsequent Events
Subsequent Events

15. Subsequent Events

Notice of potential de-listing:    During our internal control evaluation and accounting review, we were unable to timely file our periodic statements with the SEC and, as of the date of this report, have yet to become current with all our required filings. We have been notified by The NASDAQ Stock Market that our common stock listing will be suspended if we have not filed all of our outstanding periodic reports with the SEC on or before November 4, 2013. If our stock is delisted, then it will no longer be traded on the NASDAQ Global Select Market, however, it would continue to trade in the over-the-counter market, which may have an adverse effect on the trading price of our stock.

Veeco and certain other parties were named as defendants in a lawsuit filed on April 25, 2013 in the Superior Court of California, County of Sonoma. The plaintiff in the lawsuit, Patrick Colbus, seeks unspecified damages and asserts claims that he suffered burns and other injuries while he was cleaning a molecular beam epitaxy system alleged to have been manufactured by Veeco. The lawsuit alleges, among other things, that the molecular beam epitaxy system was defective and that Veeco failed to adequately warn of the potential risks of the system. Veeco believes this lawsuit is without merit and intends to defend vigorously against the claims and Veeco maintains insurance which may apply to this matter. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves related to this legal matter.

Acquisition of Synos Technology, Inc. ("Synos"):    On October 1, 2013, we acquired Synos, which designs and manufactures Fast Array Scanning™ Atomic Layer Deposition systems ("ALD") that are enabling the production of flexible organic light-emitting diode ("OLED") displays for mobile devices. The initial purchase price is $70 million. The agreement also includes an earn-out feature that would require an additional payment of up to $115 million if future performance milestones are achieved prior to December 31, 2014. With the earn-out feature, the total maximum potential purchase price is $185 million. Synos is headquartered in Fremont, California and has approximately 50 employees. Preliminary purchase accounting estimates for Synos are not yet available.

Schedule II-Valuation and Qualifying Accounts (in thousands)
Schedule II-Valuation and Qualifying Accounts (in thousands)

Schedule II—Valuation and Qualifying Accounts (in thousands)

COL. A   COL. B   COL. C   COL. D   COL. E  
 
   
  Additions    
   
 
Description
  Balance at
Beginning
of Period
  Charged to
Costs and
Expenses
  Charged to
Other
Accounts
  Deductions   Balance at
End of
Period
 

Deducted from asset accounts:

                               

Year ended December 31, 2012

                               

Allowance for doubtful accounts

  $ 468   $ 198   $   $ (174 ) $ 492  

Valuation allowance in net deferred tax assets

    1,765     2,943             4,708  
                       

 

  $ 2,233   $ 3,141   $   $ (174 ) $ 5,200  
                       

Year ended December 31, 2011

                               

Allowance for doubtful accounts

  $ 512   $   $   $ (44 ) $ 468  

Valuation allowance in net deferred tax assets

    1,644             121     1,765  
                       

 

  $ 2,156   $   $   $ 77   $ 2,233  
                       

Year ended December 31, 2010

                               

Allowance for doubtful accounts

  $ 438   $ 40   $ 34   $   $ 512  

Valuation allowance in net deferred tax assets

    84,723         (2,663 )   (80,416 )   1,644  
                       

 

  $ 85,161   $ 40   $ (2,629 ) $ (80,416 ) $ 2,156  
                       
Description of Business and Significant Accounting Policies (Policies)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include: the best estimate of selling price for our products and services; allowance for doubtful accounts; inventory valuation; recoverability and useful lives of property, plant and equipment and identifiable intangible assets; investment valuations; fair value of derivatives; recoverability of goodwill and long lived assets; recoverability of deferred tax assets; liabilities for product warranty; accruals for contingencies; equity-based payments, including forfeitures and performance based vesting; and liabilities for tax uncertainties. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of Veeco and its subsidiaries. Intercompany items and transactions have been eliminated in consolidation.

Revenue Recognition

We recognize revenue when all of the following criteria have been met: persuasive evidence of an arrangement exists with a customer; delivery of the specified products has occurred or services have been rendered; prices are contractually fixed or determinable; collectability is reasonably assured. Revenue is recorded including shipping and handling costs and excluding applicable taxes related to sales. A significant portion of our revenue is derived from contractual arrangements with customers that have multiple elements, such as systems, upgrades, components, spare parts, maintenance and service plans. For sales arrangements that contain multiple elements, we split the arrangement into separate units of accounting if the individually delivered elements have value to the customer on a standalone basis. We also evaluate whether multiple transactions with the same customer or related party should be considered part of a multiple element arrangement, whereby we assess, among other factors, whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of each other. When we have separate units of accounting, we allocate revenue to each element based on the following selling price hierarchy: vendor-specific objective evidence ("VSOE") if available; third party evidence ("TPE") if VSOE is not available; or our best estimate of selling price ("BESP") if neither VSOE nor TPE is available. For the majority of the elements in our arrangements we utilize BESP. The accounting guidance for selling price hierarchy did not include BESP for arrangements entered into prior to January 1, 2011, and as such we recognized revenue for those arrangements as described below.

We consider many facts when evaluating each of our sales arrangements to determine the timing of revenue recognition, including the contractual obligations, the customer's creditworthiness and the nature of the customer's post-delivery acceptance provisions. Our system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For the majority of our arrangements, a customer source inspection of the system is performed in our facility or test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery. Historically, such source inspection or test data replicates the field acceptance provisions that will be performed at the customer's site prior to final acceptance of the system. As such, we objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery and, therefore, we recognize revenue upon delivery since there is no substantive contingency remaining related to the acceptance provisions at that date, subject to the retention amount constraint described below. For new products, new applications of existing products or for products with substantive customer acceptance provisions where we cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred and fully recognized upon the receipt of final customer acceptance, assuming all other revenue recognition criteria have been met.

Our system sales arrangements, including certain upgrades, generally do not contain provisions for right of return or forfeiture, refund, or other purchase price concessions. In the rare instances where such provisions are included, we defer all revenue until such rights expire. In many cases our products are sold with a billing retention, typically 10% of the sales price (the "retention amount"), which is typically payable by the customer when field acceptance provisions are completed. The amount of revenue recognized upon delivery of a system or upgrade is limited to the lower of i) the amount that is not contingent upon acceptance provisions or ii) the value allocated to the delivered elements, if such sale is part of a multiple-element arrangement.

For transactions entered into prior to January 1, 2011, under the accounting rules for multiple-element arrangements in place at that time, we deferred the greater of the retention amount or the relative fair value of the undelivered elements based on VSOE. When we could not establish VSOE or TPE for all undelivered elements of an arrangement, revenue on the entire arrangement was deferred until the earlier of the point when we did have VSOE for all undelivered elements or the delivery of all elements of the arrangement.

Our sales arrangements, including certain upgrades, generally include installation. The installation process is not deemed essential to the functionality of the equipment since it is not complex; that is, it does not require significant changes to the features or capabilities of the equipment or involve building elaborate interfaces or connections subsequent to factory acceptance. We have a demonstrated history of consistently completing installations in a timely manner and can reliably estimate the costs of such activities. Most customers engage us to perform the installation services, although there are other third-party providers with sufficient knowledge who could complete these services. Based on these factors, we deem the installation of our systems to be inconsequential and perfunctory relative to the system as a whole, and as a result, do not consider such services to be a separate element of the arrangement. As such, we accrue the cost of the installation at the time of revenue recognition for the system.

In Japan, where our contractual terms with customers generally specify title and risk and rewards of ownership transfer upon customer acceptance, revenue is recognized and the customer is billed upon the receipt of written customer acceptance.

Revenue related to maintenance and service contracts is recognized ratably over the applicable contract term. Component and spare part revenue are recognized at the time of delivery in accordance with the terms of the applicable sales arrangement.

Cash and Cash Equivalents

Cash and cash equivalents include cash and certain highly liquid investments. Highly liquid investments with maturities of three months or less when purchased may be classified as cash equivalents. Such items may include liquid money market accounts, treasury bills, government agency securities and corporate debt. The investments that are classified as cash equivalents are carried at cost, which approximates fair value.

Short-Term Investments

We determine the appropriate balance sheet classification of our investments at the time of purchase and evaluate the classification at each balance sheet date. As part of our cash management program, we maintain a portfolio of marketable securities which are classified as available-for-sale. These securities include FDIC guaranteed corporate debt, treasury bills and Government agency securities with maturities of greater than three months when purchased. Securities classified as available-for-sale are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income (loss) and reported in equity. Net realized gains and losses are included in net income (loss).

Accounts Receivable, Net

Accounts receivable are presented net of allowance for doubtful accounts of $0.5 million as of December 31, 2012 and 2011. The Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the Company becomes aware of circumstances that may impair a customer's ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes an allowance for doubtful accounts based on the length of time the receivables are past due and consideration of other factors such as industry conditions, the current business environment and its historical experience.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of accounts receivable, short-term investments and cash and cash equivalents. We perform ongoing credit evaluations of our customers and, where appropriate, require that letters of credit be provided on certain foreign sales arrangements. We maintain allowances for potential credit losses and make investments with strong, higher credit quality issuers and continuously monitor the amount of credit exposure to any one issuer.

Inventories

Inventories are stated at the lower of cost (principally first-in, first-out method) or market. On a quarterly basis, management assesses the valuation and recoverability of all inventories, classified as materials (which include raw materials, spare parts and service inventory), work-in-process and finished goods.

Materials inventory is used primarily to support the installed tool base and spare parts sales and is reviewed for excess quantities or obsolescence by comparing on-hand balances to historical usage, and adjusted for current economic conditions and other qualitative factors. Historically, the variability of such estimates has been impacted by customer demand and tool utilization rates.

The work-in-process and finished goods inventory is principally used to support system sales and is reviewed for excess quantities or obsolescence by considering whether on hand inventory would be utilized to fulfill the related backlog. As the Company typically receives deposits for its orders, the variability of this estimate is reduced as customers have a vested interest in the orders they place with the Company. Management also considers qualitative factors such as future product demand based on market outlook, which is based principally upon production requirements resulting from customer purchase orders received with a customer-confirmed shipment date within the next twelve months. Historically, the variability of these estimates of future product demand has been impacted by backlog cancellations or modifications resulting from unanticipated changes in technology or customer demand.

Following identification of potential excess or obsolete inventory, management evaluates the need to write down inventory balances to its estimated market value, if less than its cost. Inherent in the estimates of market value are management's estimates related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, possible alternative uses, and ultimate realization of potential excess inventory. Unanticipated changes in demand for our products may require a write down of inventory that could materially affect our operating results.

Goodwill and Indefinite-Lived Intangibles

We account for goodwill and intangible assets with indefinite useful lives in accordance with relevant accounting guidance related to goodwill and other intangible assets, which states that goodwill and intangible assets with indefinite useful lives should not be amortized, but instead tested for impairment at least annually at the reporting unit level. Our policy is to perform this annual impairment test in the fourth quarter, using a measurement date of October 1st, of each fiscal year or more frequently if impairment indicators arise. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments and a material decrease in the fair value of some or all of the assets.

Pursuant to the aforementioned guidance we are required to determine if it is appropriate to use the operating segment, as defined under guidance for segment reporting, as the reporting unit, or one level below the operating segment, depending on whether certain criteria are met. We have identified four reporting units that are required to be reviewed for impairment. The four reporting units are aggregated into two segments: the VIBE and Mechanical reporting units which are reported in our Data Storage segment; and the MOCVD and MBE reporting units which are reported in our LED and Solar segment. In identifying the reporting units management considered the economic characteristics of operating segments including the products and services provided, production processes, types or classes of customer and product distribution.

We perform this impairment test by first comparing the fair value of our reporting units to their respective carrying amount. When determining the estimated fair value of a reporting unit, we utilize a discounted future cash flow approach since reported quoted market prices are not available for our reporting units. Developing the estimate of the discounted future cash flow requires significant judgment and projections of future financial performance. The key assumptions used in developing the discounted future cash flows are the projection of future revenues and expenses, working capital requirements, residual growth rates and the weighted average cost of capital. In developing our financial projections, we consider historical data, current internal estimates and market growth trends. Changes to any of these assumptions could materially change the fair value of the reporting unit. We reconcile the aggregate fair value of our reporting units to our adjusted market capitalization as a supporting calculation. The adjusted market capitalization is calculated by multiplying the average share price of our common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium.

If the carrying value of the reporting units exceed the fair value we would then compare the implied fair value of our goodwill to the carrying amount in order to determine the amount of the impairment, if any.

Definite-Lived Intangible and Long-Lived Assets

Definite-lived intangible assets consist of purchased technology, customer-related intangible assets, patents, trademarks, covenants not-to-compete, software licenses and deferred financing costs. Purchased technology consists of the core proprietary manufacturing technologies associated with the products and offerings obtained through acquisition and are initially recorded at fair value. Customer-related intangible assets, patents, trademarks, covenants not-to-compete and software licenses that are obtained in an acquisition are initially recorded at fair value. Other software licenses and deferred financing costs are initially recorded at cost. Intangible assets with definitive useful lives are amortized using the straight-line method over their estimated useful lives for periods ranging from 2 years to 17 years.

Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

Long-lived assets, such as property, plant, and equipment and intangible assets with definite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments and a material decrease in the fair value of some or all of the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flow expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Cost Method of Accounting for Investments

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company's share of the earnings or losses of such investee companies is not included in the Consolidated Balance Sheet or Statements of Income. However, impairment charges are recognized in the Consolidated Statements of Income. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded.

Fair Value of Financial Instruments

We believe the carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, reflected in the consolidated financial statements approximate fair value due to their short-term maturities. The fair value of our debt, including current maturities, is estimated using a discounted cash flow analysis, based on the estimated current incremental borrowing rates for similar types of securities.

Translation of Foreign Currencies

Certain of our international subsidiaries operate using local functional currencies. Foreign currency denominated assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, and income and expense accounts and cash flow items are translated at average monthly exchange rates during the respective periods. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rates on intercompany transactions of a long-term investment nature are recorded as a separate component of equity in accumulated other comprehensive income. Any foreign currency gains or losses related to transactions are included in operating results.

Environmental Compliance and Remediation

Environmental compliance costs include ongoing maintenance, monitoring and similar costs. Such costs are expensed as incurred. Environmental remediation costs are accrued when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated.

Research and Development Costs

Research and development costs are charged to expense as incurred and include expenses for the development of new technology and the transition of technology into new products or services.

Warranty Costs

Our warranties are typically valid for one year from the date of final acceptance. We estimate the costs that may be incurred under the warranty we provide for our products and record a liability in the amount of such costs at the time the related revenue is recognized. Estimated warranty costs are determined by analyzing specific product and historical configuration statistics and regional warranty support costs. Our warranty obligation is affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability would be required.

Income Taxes

As part of the process of preparing our Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax expense, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. The carrying value of our deferred tax assets is adjusted by a partial valuation allowance to recognize the extent to which the future tax benefits will be recognized on a more likely than not basis. Our net deferred tax assets consist primarily of tax credit carry forwards and timing differences between the book and tax treatment of inventory, acquired intangible assets and other asset valuations. Realization of these net deferred tax assets is dependent upon our ability to generate future taxable income.

We record valuation allowances in order to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, we consider a variety of factors, including the scheduled reversal of deferred tax liabilities, future taxable income, and prudent and feasible tax planning strategies. Under the relevant accounting guidance, factors such as current and previous operating losses are given significantly greater weight than the outlook for future profitability in determining the deferred tax asset carrying value.

Relevant accounting guidance addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under such guidance, we must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Advertising Expense

The cost of advertising is expensed as of the first showing of each advertisement. We incurred $0.8 million, $1.4 million and $1.3 million in advertising expenses during 2012, 2011 and 2010, respectively.

Shipping and Handling Costs

Shipping and handling costs are costs that are incurred to move, package and prepare our products for shipment and then to move the products to the customer's designated location. These costs are generally comprised of payments to third-party shippers. Shipping and handling costs are included in cost of sales in our Consolidated Statements of Income.

Equity-Based Compensation

The Company grants equity-based awards, such as stock options and restricted stock or restricted stock units, to certain key employees to create a clear and meaningful alignment between compensation and shareholder return and to enable the employees to develop and maintain a stock ownership position. While the majority of our equity awards feature time-based vesting, performance-based equity awards, which are awarded from time to time to certain key Company executives, vest as a function of performance, and may also be subject to the recipient's continued employment which also acts as a significant retention incentive.

Equity-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as expense over the employee requisite service period. In order to determine the fair value of stock options on the date of grant, we apply the Black-Scholes option-pricing model. Inherent in the model are assumptions related to risk-free interest rate, dividend yield, expected stock-price volatility and option life.

The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The dividend yield assumption is based on the Company's historical and future expectation of dividend payouts. While the risk-free interest rate and dividend yield are less subjective assumptions, typically based on objective data derived from public sources, the expected stock-price volatility and option life assumptions require a level of judgment which make them critical accounting estimates.

We use an expected stock-price volatility assumption that is a combination of both historical volatility calculated based on the daily closing prices of our common stock over a period equal to the expected term of the option and implied volatility, and utilization of market data of actively traded options on our common stock, which are obtained from public data sources. We believe that the historical volatility of the price of our common stock over the expected term of the option is a strong indicator of the expected future volatility and that implied volatility takes into consideration market expectations of how future volatility will differ from historical volatility. Accordingly, we believe a combination of both historical and implied volatility provides the best estimate of the future volatility of the market price of our common stock.

The expected option term, representing the period of time that options granted are expected to be outstanding, is estimated using a lattice-based model incorporating historical post vest exercise and employee termination behavior.

We estimate forfeitures using our historical experience, which is adjusted over the requisite service period based on the extent to which actual forfeitures differ or are expected to differ, from such estimates. Because of the significant amount of judgment used in these calculations, it is reasonably likely that circumstances may cause the estimate to change.

With regard to the weighted-average option life assumption, we consider the exercise behavior of past grants and model the pattern of aggregate exercises.

We settle the exercise of stock options with newly issued shares.

With respect to grants of performance based awards, we assess the probability that such performance criteria will be met in order to determine the compensation expense. Consequently, the compensation expense is recognized straight-line over the vesting period. If that assessment of the probability of the performance condition being met changes, the Company would recognize the impact of the change in estimate in the period of the change. As with the use of any estimate, and owing to the significant judgment used to derive those estimates, actual results may vary.

The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date.

Negotiable Letters of Credit

For certain transactions, we request that our customers provide us with a negotiable irrevocable letter of credit drawn on a reputable financial institution. These irrevocable letters of credit are typically issued to mature, on average, for 0 to 90 days post documentation requirements, but occasionally for longer. For a fee, one of our banks, confirms the reputation of the issuing institution and, at our option, monetizes these letters of credit on an non-recourse basis soon after they become negotiable. Once we negotiate the letter of credit with the confirming bank, we have no further obligations or interest in the letter of credit and they are not included in our consolidated balance sheets. The fees that we pay are included in selling, general and administrative expense and are not material.

Income Per Common Share (Tables)
Schedule of basic and diluted net income per common share and the weighted average shares

The following table sets forth basic and diluted net income per common share and the basic weighted average shares outstanding and diluted weighted average shares outstanding (in thousands, except per share data):

 
  Year ended December 31,  
 
  2012   2011   2010  

Net income

  $ 30,928   $ 127,987   $ 361,760  
               

Income from continuing operations per common share:

                   

Basic

  $ 0.80   $ 3.23   $ 9.16  
               

Diluted

  $ 0.79   $ 3.11   $ 8.51  
               

Basic weighted average shares outstanding

    38,477     39,658     39,499  

Dilutive effect of stock options, restricted stock awards and units and convertible debt

    574     1,497     3,015  
               

Diluted weighted average shares outstanding

    39,051     41,155     42,514  
               
Discontinued Operations (Tables)
Summary of information related to discontinued operations

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):

 
  The year ended December 31,  
 
  2012   2011   2010  
 
  Solar
Systems
  Metrology   Total   Solar
Systems
  Metrology   Total   Solar
Systems
  Metrology   Total  

Net sales

  $   $   $   $   $   $   $ 2,339   $ 92,011   $ 94,350  
                                       

Net (loss) income from discontinued operations

  $ (62 ) $ 4,461   $ 4,399   $ (61,453 ) $ (1,062 ) $ (62,515 ) $ (16,645 ) $ 101,229   $ 84,584  
                                       
Fair Value Measurements (Tables)
Schedule of assets and liabilities measured on a recurring basis, at fair value

 

The major categories of assets and liabilities measured on a recurring basis, at fair value, as of December 31, 2012 and 2011 are as follows (in millions):

 
  December 31, 2012  
 
  Level 1   Level 2   Level 3   Total  

Treasury bills

  $ 278.7   $   $   $ 278.7  

Government agency securities

        123.0         123.0