Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 27, 2016 | Apr. 29, 2016 | |
| Document and Entity Information | ||
| Entity Registrant Name | MATTSON TECHNOLOGY INC | |
| Entity Central Index Key | 928,421 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Accelerated Filer | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 27, 2016 | |
| Document Fiscal Year Focus | 2,016 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Entity Common Stock, Shares Outstanding | 75,656,763 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Income Statement [Abstract] | ||
| Net revenue | $ 28,689 | $ 58,254 |
| Cost of goods sold | 20,400 | 36,860 |
| Gross margin | 8,289 | 21,394 |
| Operating expenses: | ||
| Research, development and engineering | 4,496 | 5,250 |
| Selling, general and administrative | 6,735 | 8,841 |
| Restructuring and other charges | 1,108 | 0 |
| Total operating expenses | 12,339 | 14,091 |
| Income (loss) from operations | (4,050) | 7,303 |
| Interest income (expense), net | (30) | (34) |
| Other income (expense), net | 88 | (443) |
| Income (loss) before income taxes | (3,992) | 6,826 |
| Provision for income taxes | 9 | 521 |
| Net income (loss) | $ (4,001) | $ 6,305 |
| Net income (loss) per share: | ||
| Basic (in usd per share) | $ (0.05) | $ 0.08 |
| Diluted (in usd per share) | $ (0.05) | $ 0.08 |
| Shares used in computing net income (loss) per share: | ||
| Basic (in shares) | 75,523 | 74,700 |
| Diluted (in shares) | 75,523 | 77,265 |
Condensed Consolidated Stateme3
| Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Statement of Comprehensive Income [Abstract] | ||
| Net income (loss) | $ (4,001) | $ 6,305 |
| Other comprehensive income (loss) | ||
| Changes in foreign currency translation adjustments | 264 | (1,534) |
| Other comprehensive income (loss) | 264 | (1,534) |
| Comprehensive income (loss) | $ (3,737) | $ 4,771 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Current assets: | ||
| Cash and cash equivalents | $ 21,006 | $ 33,427 |
| Accounts receivable, net of allowance for doubtful accounts of $672 as of March 27, 2016 and $672 as of December 31, 2015 | 26,476 | 21,685 |
| Advance billings | 2,111 | 1,639 |
| Inventories | 48,275 | 50,020 |
| Prepaid expenses and other current assets | 5,327 | 6,057 |
| Total current assets | 103,195 | 112,828 |
| Property and equipment, net | 9,002 | 8,236 |
| Restricted cash | 1,811 | 1,811 |
| Other assets | 405 | 438 |
| Total assets | 114,413 | 123,313 |
| Current liabilities: | ||
| Accounts payable | 14,040 | 16,912 |
| Accrued compensation and benefits | 2,917 | 4,707 |
| Deferred revenues, current | 5,649 | 5,144 |
| Other current liabilities | 4,692 | 6,195 |
| Total current liabilities | 27,298 | 32,958 |
| Deferred revenues, non-current | 250 | 375 |
| Other liabilities | 2,638 | 2,456 |
| Total liabilities | $ 30,186 | $ 35,789 |
| Commitments and contingencies (Note 6) | ||
| Stockholders' equity: | ||
| Preferred stock, 2,000 shares authorized; none issued and outstanding | $ 0 | $ 0 |
| Common stock, par value $0.001, 120,000 shares authorized; 80,120 shares issued and 75,647 shares outstanding as of March 27, 2016; 79,853 shares issued and 75,443 shares outstanding as of December 31, 2015 | 80 | 80 |
| Additional paid-in capital | 693,068 | 692,407 |
| Accumulated other comprehensive income | 16,553 | 16,289 |
| Treasury stock, 4,473 shares as of March 27, 2016 and 4,410 shares as of December 31, 2015 | (38,861) | (38,640) |
| Accumulated deficit | (586,613) | (582,612) |
| Total stockholders' equity | 84,227 | 87,524 |
| Total liabilities and stockholders' equity | $ 114,413 | $ 123,313 |
Condensed Consolidated Balance5
| Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Current assets: | ||
| Accounts receivable allowance for doubtful accounts | $ 672 | $ 672 |
| Stockholders' equity: | ||
| Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
| Preferred stock, shares issued (in shares) | 0 | 0 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
| Common stock, par value per share (in usd per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
| Common stock, shares issued (in shares) | 80,120,000 | 79,853,000 |
| Common stock, shares outstanding (in shares) | 75,647,000 | 75,443,000 |
| Treasury stock, shares (in shares) | 4,473,000 | 4,410,000 |
Condensed Consolidated Stateme6
| Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Cash flows from operating activities: | ||
| Net income (loss) | $ (4,001) | $ 6,305 |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
| Depreciation and amortization | 784 | 610 |
| Stock-based compensation | 519 | 516 |
| Other non-cash items | (22) | 253 |
| Changes in assets and liabilities: | ||
| Accounts receivable | (4,803) | (4,820) |
| Advance billings | (472) | 265 |
| Inventories | 929 | (757) |
| Prepaid expenses and other assets | 802 | 57 |
| Accounts payable | (2,909) | (340) |
| Accrued compensation and benefits and other current liabilities | (3,304) | 823 |
| Deferred revenues | 381 | (100) |
| Other liabilities | 169 | 138 |
| Net cash provided by (used in) operating activities | (11,927) | 2,950 |
| Cash flows from investing activities: | ||
| Purchases of property and equipment | (454) | (458) |
| Other | 3 | 0 |
| Net cash used in investing activities | (451) | (458) |
| Cash flows from financing activities: | ||
| Proceeds from issuance of common stock, net of RSU settlements | (79) | 1,225 |
| Net cash provided by (used in) financing activities | (79) | 1,225 |
| Effect of exchange rate changes on cash and cash equivalents | 36 | (31) |
| Net increase (decrease) in cash and cash equivalents | (12,421) | 3,686 |
| Cash and cash equivalents, beginning of period | 33,427 | 22,760 |
| Cash and cash equivalents, end of period | 21,006 | 26,446 |
| Supplemental disclosure of non-cash transactions: | ||
| Transfer of inventories into property and equipment | $ 932 | $ 1,988 |
BASIS OF PRESENTATION AND SIGNI
| BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
| Mar. 27, 2016 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Significant Accounting Policies | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Mattson Technology, Inc. (referred to in this Quarterly Report on Form 10-Q as "Mattson," "we," "us," or "our") was incorporated in California in 1988 and reincorporated in Delaware in 1997. We design, manufacture, market and globally support semiconductor wafer processing equipment used in the fabrication of integrated circuits. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by such accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the statement of financial position as of March 27, 2016 , the statements of operations for the three months ended March 27, 2016 and March 29, 2015 , statements of comprehensive income for the three months ended March 27, 2016 and March 29, 2015 , and the statements of cash flows for the three months ended March 27, 2016 and March 29, 2015 , as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2015 has been derived from our audited financial statements as of such date, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2015 , which are included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 11, 2016 . The condensed consolidated financial statements include the accounts of Mattson Technology, Inc. and our wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. The results of operations for the three months ended March 27, 2016 are not necessarily indicative of results that may be expected for the entire year ending December 31, 2016 . Fiscal Year Our fiscal year ends on December 31. Our first fiscal quarter of 2016 closed on Sunday, March 27, 2016. Our second and third fiscal quarters are each 13 weeks long and our fourth quarter closes on December 31. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We evaluate our estimates on an ongoing basis, including those related to the useful lives and fair value of long-lived assets, estimates used to determine facility lease loss liabilities, measurement of warranty obligations, valuation allowances for deferred tax assets, the fair value of stock-based compensation, estimates for allowance for doubtful accounts, and valuation of excess and obsolete inventories. Our estimates and assumptions can be subjective and complex and, consequently, actual results could differ materially from those estimates. Reclassifications For presentation purposes, certain prior period amounts have been reclassified to conform to the reporting in the current period financial statements. These reclassifications do not affect our net income, cash flows or stockholders' equity. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation: Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance will be effective for us in the first quarter of fiscal 2017, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance will be effective for us in the first quarter of fiscal 2019, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes . This amendment eliminates the requirement to bifurcate deferred taxes between current and non-current on the balance sheet and requires that deferred tax liabilities and assets be classified as non-current on the balance sheet. This guidance will be effective for us in the first quarter of fiscal 2018, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. Debt issuance costs are specified incremental costs, other than those paid to the lender, that are directly attributable to issuing a debt instrument (i.e., third party costs). Prior to the adoption of this standard, debt issuance costs were required to be presented in the balance sheet as a deferred charge (i.e., an asset). This presentation differed from the presentation for a debt discount, which is a direct adjustment to the carrying value of the debt (i.e., a contra liability). This new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. This guidance will be effective for us in the first quarter of fiscal 2016, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial statements and footnote disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. As of December 31, 2015, we continue to record our unamortized debt issuance costs in connection with our revolving credit facility as an asset. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The FASB issued ASU 2014-09 to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , deferring the effective date of ASU 2014-09 by one year. This guidance will be effective for us in the first quarter of fiscal 2018, with early adoption permitted for annual periods beginning after December 15, 2016. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory . Under ASU 2015-11, we are required to measure inventory at the lower of cost and net realizable value. The new guidance clarifies that net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us in the first quarter of fiscal 2017, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern . The update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective for us beginning with our annual financial statements for fiscal 2017. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. There were no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 27, 2016 compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that are of significance or potential significance to us. |
BALANCE SHEET DETAILS
| BALANCE SHEET DETAILS | 3 Months Ended |
| Mar. 27, 2016 | |
| Balance Sheet Related Disclosures [Abstract] | |
| Balance Sheet Details | BALANCE SHEET DETAILS We had restricted cash of $1.8 million and $1.8 million at March 27, 2016 and December 31, 2015 , respectively, which is primarily related to secured standby letters of credit for our long-term leases. Accordingly, such amounts are classified as long term in the accompanying condensed consolidated balance sheets. See Note 6. Commitments and Contingencies . Components of inventories are shown below (in thousands): March 27, December 31, Inventories: Purchased parts and raw materials $ 32,751 $ 33,624 Work-in-process 12,533 12,793 Finished goods 2,991 3,603 $ 48,275 $ 50,020 Components of prepaid expenses and other current assets are shown below (in thousands): March 27, December 31, Prepaid expenses and other current assets: Value-added tax $ 2,749 $ 3,194 Other current assets 2,578 2,863 $ 5,327 $ 6,057 Components of property and equipment are shown below (in thousands): March 27, December 31, Property and equipment, net: Machinery and equipment $ 41,913 $ 41,463 Furniture and fixtures 8,635 8,531 Leasehold improvements 16,855 16,396 67,403 66,390 Less: accumulated depreciation (58,401 ) (58,154 ) $ 9,002 $ 8,236 Components of other current liabilities are shown below (in thousands): March 27, December 31, Other current liabilities: Warranty $ 2,545 $ 3,040 Value-added tax 387 1,250 Accrued restructuring charge, current 8 8 Other 1,752 1,897 $ 4,692 $ 6,195 |
FAIR VALUE MEASUREMENT
| FAIR VALUE MEASUREMENT | 3 Months Ended |
| Mar. 27, 2016 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurement | FAIR VALUE MEASUREMENT We measure certain assets and liabilities at fair value, which is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The authoritative guidance on fair value measurements establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Include other inputs that are directly or indirectly observable in the marketplace. Level 3 . Unobservable inputs that are supported by little or no market activities. Our money market funds are classified within Level 1 of the fair value hierarchy, as these instruments are valued using quoted market prices. Specifically, we value our investments in money market securities on quoted market prices in active markets. As of March 27, 2016 and December 31, 2015 , we had no assets or liabilities classified within Level 2 or Level 3 and there were no transfers of instruments between Level 1, Level 2 and Level 3 regarding fair value measurement. Cash and cash equivalents and restricted cash are carried at fair value. Accounts receivable and accounts payable are valued at their carrying amounts, which approximate fair value due to their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis are shown in the table below by their corresponding balance sheet caption and consisted of the following types of instruments (in thousands): March 27, 2016 December 31, 2015 Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using (Level 1) Total (Level 1) Total Assets measured at fair value: Cash equivalents: Money market funds $ 10,019 $ 10,019 $ 15,011 $ 15,011 Restricted cash: Money market funds 1,808 1,808 1,808 1,808 Total assets measured at fair value $ 11,827 $ 11,827 $ 16,819 $ 16,819 |
BUSINESS COMBINATION
| BUSINESS COMBINATION | 3 Months Ended |
| Mar. 27, 2016 | |
| Business Combinations [Abstract] | |
| Business Combination | BUSINESS COMBINATION Agreement and Plan of Merger On December 1, 2015, Mattson entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beijing E-town Dragon Semiconductor Industry Investment Center (Limited Partnership), a People's Republic of China ("PRC") limited partnership (“Parent”), providing for the merger of Dragon Acquisition Sub, Inc., an indirect subsidiary of Parent (“Merger Sub”), with and into Mattson (the “Merger”), with Mattson surviving the Merger as a subsidiary of Parent (the “Surviving Corporation”). The Merger Agreement was unanimously approved by Mattson’s Board of Directors (the “Board”). On March 23, 2016, Mattson stockholders approved the adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of the Company's Common Stock (the “Company Stockholder Approval”). Pursuant to the terms and subject to the conditions of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) of the Merger, each share of Mattson’s common stock, par value $0.001 per share (the “Company Common Stock”), outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive $3.80 in cash, without interest (the “Merger Consideration”), excluding any shares owned by Mattson or any of its subsidiaries, or by Parent or Merger Sub or any of their respective wholly-owned subsidiaries (which will be cancelled) and any shares with respect to which appraisal rights have been properly exercised under Delaware law. Beijing E-Town International Investment & Development Co., Ltd., the parent company to Parent, has irrevocably and unconditionally guaranteed to the Company the due and punctual payment and performance of Parent’s and Merger Sub’s obligations under the Merger Agreement. At the Effective Time, each option to purchase shares of Company Common Stock (a “Company Option”) that is outstanding and either (i) vested as of the Effective Time or (ii) held by a non-employee member of the Board will be converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, by (b) the Merger Consideration, less the per share exercise price of such Company Option. At the Effective Time, each Company Option that is outstanding, unvested and held by an employee who continues employment with Parent or any of its subsidiaries (including the Surviving Corporation) after the Merger will either (i) conditioned upon receipt of an executed Award Surrender Agreement by the Company at least one business day prior to the Effective Time, be converted into the right to receive an amount in cash determined by multiplying (a) the aggregate number of shares of Company Common Stock represented by such Company Option immediately prior to the Effective Time by (b) the Merger Consideration, less the per share exercise price of such Company Option (the “Unvested Option Consideration”), or (ii) be assumed by the Surviving Corporation, on the same terms, conditions and vesting schedule applicable to such Company Option immediately prior to the Effective Time (an “Assumed Option”), except that (x) the number of shares of the Surviving Corporation’s common stock for which such Assumed Option will be exercisable will equal the product (rounded down to the next whole number, with no cash paid for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time and the Exchange Ratio (as defined in the Merger Agreement) and (y) the per share exercise price for the shares of the Surviving Corporation’s common stock issuable upon exercise of such Assumed Option will equal the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio. The Unvested Option Consideration will be subject to the same vesting restrictions and continued service requirements applicable to such Company Option as are in effect immediately prior to the Effective Time, except that any portion of the Unvested Option Consideration remaining outstanding as of December 31, 2016 will accelerate in full and be paid as of such date. At the Effective Time, each Company restricted stock unit (a “Company RSU”) that is outstanding and either (i) vested as of the Effective Time or (ii) held by a non-employee member of the Board will be converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time by (b) the Merger Consideration. At the Effective Time, all other outstanding Company RSUs not described in the immediately preceding sentence will be converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time by (y) the Merger Consideration (the “Unvested RSU Consideration”). The Unvested RSU Consideration will be subject to the same vesting restrictions and continued service requirements applicable to such Company RSU immediately prior to the Effective Time. The obligations of the parties to consummate the Merger are subject to the satisfaction (or waiver, if applicable) of various customary conditions, including (i) filings and approvals with or by certain governmental authorities, including governmental authorities in the PRC and Taiwan, (ii) the absence of certain governmental orders prohibiting the Merger, (iii) the accuracy of the representations and warranties of each party contained in the Merger Agreement (subject to certain materiality qualifications) and (iv) each party’s compliance with or performance of the covenants and agreements in the Merger Agreement in all material respects. The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (i) to conduct its business in all material respects in the ordinary course consistent with past practices during the period between the execution of the Merger Agreement and the closing of the Merger, and (ii) not to engage in specified types of transactions or take certain actions during the interim period unless consented to in writing by Parent. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that the Board determines either constitute or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement). Parent also has agreed to various covenants in the Merger Agreement, including, among others, covenants to take actions that may be necessary in order to obtain approval of the Merger with certain governmental authorities, subject to certain exceptions. The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including in connection with the Company’s entry into a definitive agreement providing for the consummation of a Superior Proposal as permitted under the Merger Agreement, the Company will be required to pay Parent a termination fee of approximately $8.6 million . The Merger Agreement also provides that, upon termination of the Merger Agreement under specified circumstances, Parent will be required to pay the Company a termination fee of approximately $17.2 million (the “Parent Termination Fee”). The Parent Termination Fee will become payable from Parent to the Company if, subject to certain requirements and exceptions, the Merger Agreement is terminated by the Company in the event that (i) Parent and/or Merger Sub have breached or failed to perform any of its respective representations, warranties, covenants or other agreements set forth in the Merger Agreement such that the applicable closing conditions would not be satisfied or (ii) all of Parent’s conditions to closing are satisfied or waived and Parent has failed to consummate the Merger. During the three months ended March 27, 2016 , we incurred $1.1 million in costs associated with the Merger Agreement, which was recorded as restructuring and other charges in our condensed consolidated statement of operations. Voting Agreement Concurrent with the execution of the Merger Agreement, the directors and certain executive officers of Mattson, in their capacities as holders of Company Common Stock or other equity interests of the Company, entered into a Voting Agreement with Parent (the “Voting Agreement”) pursuant to which each agreed, among other things, to (i) vote their Company Common Stock for the approval of the Merger Agreement and against any alternative proposal, and (ii) comply with certain restrictions on the disposition of their Company Common Stock, subject to the terms and conditions contained in the Voting Agreement. Each stockholder party to the Voting Agreement has granted an irrevocable proxy in favor of Parent to vote his or her shares or other equity interests as required by the terms of the Voting Agreement. The Voting Agreement will terminate upon the earlier of (a) the Effective Time, (b) the termination of the Voting Agreement by Parent, (c) the termination of the Merger Agreement in accordance with its terms or (d) a material modification, waiver or amendment of the Merger Agreement that (x) reduces the amount or changes the form of consideration to be paid to such stockholder or (y) creates any additional conditions to the consummation of the Merger (unless such stockholder consents to such modification, waiver or amendment). |
REVOLVING CREDIT FACILITY
| REVOLVING CREDIT FACILITY | 3 Months Ended |
| Mar. 27, 2016 | |
| Debt Disclosure [Abstract] | |
| Revolving Credit Facility | REVOLVING CREDIT FACILITY On April 12, 2013, we entered into a three -year $25.0 million senior secured revolving credit facility with Silicon Valley Bank. On October 21, 2014, we entered into Amendment Agreement No. 4 with Silicon Valley Bank, which (i) extended the term of our credit facility to October 12, 2017, (ii) amended and/or waived compliance with certain financial covenants, and (iii) granted us the ability to make a one-time request to increase the existing credit facility up to an additional $25.0 million . As of March 27, 2016 and December 31, 2015 , we had no outstanding borrowings under the credit facility. For a further discussion of our credit facility, see Note 5. Revolving Credit Facility in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015 . |
COMMITMENTS AND CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
| Mar. 27, 2016 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Warranty The warranty offered by us on our system sales is generally twelve months, and excludes certain consumable maintenance items. A provision for the estimated cost of warranty, based on historical costs, is recorded as cost of goods sold when the revenue is recognized. Our warranty obligations require us to repair or replace defective products or parts during the warranty period at no cost to the customer. The actual system performance and/or field warranty expense profiles may differ from historical experience, and in those cases, we adjust our warranty accruals accordingly. The following table summarizes changes in our product warranty accrual for the periods indicated (in thousands): Three Months Ended March 27, March 29, Beginning balance $ 3,040 $ 2,803 Warranties issued in the period 262 872 Costs to service warranties (1,029 ) (982 ) Warranty accrual adjustments 272 650 Ending balance $ 2,545 $ 3,343 Guarantees Standby Letters of Credit In the ordinary course of business, our bank provides standby letters of credit or other guarantee instruments on our behalf to certain parties as required. The standby letters of credit are secured by bank accounts and money market funds, which are classified as restricted cash in the accompanying condensed consolidated balance sheets. We have never recorded any liability in connection with these guarantee arrangements beyond what is required to appropriately account for the underlying transaction being guaranteed. We do not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under such guarantee arrangements. As of March 27, 2016 , the maximum potential amount that we could be required to pay was $1.7 million , the total amount of outstanding standby letters of credit, which were secured by $1.8 million in bank accounts and money market collateral accounts. This amount was recorded as restricted cash as of March 27, 2016 . Canadian Minister of Industries In connection with our acquisition of Vortek Industries, Ltd. ("Vortek") in 2004, we became party to an agreement between Vortek and the Canadian Minister of Industries (the "Minister") relating to an investment in Vortek by Technology Partnerships Canada. Under the agreement, as amended, we, or Vortek (renamed Mattson Technology, Canada, Inc. ("MTC")) agreed to various terms, including (i) payment by us of a royalty to the Minister of 1.4 percent of net sales from certain Flash RTP products, up to a total of C$14.3 million (approximately $10.8 million based on the applicable exchange rate as of March 27, 2016 ), (ii) MTC maintaining a specified average workforce of employees in Canada, making certain investments and complying with certain manufacturing requirements, each, through October 27, 2009, and (iii) certain other covenants concerning protection of intellectual property rights. Under the provisions of this agreement, if MTC is dissolved, files for bankruptcy or we, or MTC, do not materially satisfy the obligations pursuant to any material terms or conditions, the Minister could demand payment of liquidated damages in the amount of C$14.3 million less any royalties paid to the Minister. As of October 27, 2009, we were no longer subject to covenant (ii), as discussed above but are still subject to the remaining terms and conditions until the earlier of payment of royalty of C$14.3 million less any royalties paid to date, or through December 31, 2020. We have recorded approximately C$0.6 million in cumulative royalty charges to date. The movement of our Canadian operations to Germany did not result in the dissolution of MTC. Indemnification Agreements We are a party to a variety of agreements, pursuant to which we may be obligated to indemnify other parties with respect to certain matters. Typically, these obligations arise in the context of contracts under which we may agree to hold other parties harmless against losses arising from a breach of representations or with respect to certain intellectual property, operations or tax-related matters. Our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have defenses to asserted claims and/or recourse against third parties for payments made. It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these agreements have not had a material effect on our financial position, results of operations or cash flows. We believe if we were to incur a loss in any of these matters, such loss would not have a material effect on our financial position, results of operations or cash flows. We indemnify our directors and certain employees as permitted by law, and have entered into indemnification agreements with our directors and certain senior officers. We have not recorded a liability associated with these indemnification agreements, as we historically have not incurred any material costs associated with such indemnification agreements. Costs associated with such indemnification agreements may be mitigated, in whole or only in part, by insurance coverage that we maintain. Litigation Overview In the ordinary course of business, we are subject to claims and litigation, including claims that we infringe third party patents, trademarks and other intellectual property rights. Although we believe that it is unlikely that any current claims or actions will have a material adverse impact on our operating results or our financial position, given the uncertainty of litigation, we cannot be certain of this. The defense of claims or actions against us, even if without merit, could result in the expenditure of significant financial and managerial resources. We record a legal liability when we believe it is both probable that a liability has been incurred, and the amount can be reasonably estimated. We monitor developments in our legal matters that could affect the estimate we have previously accrued. Significant judgment is required to determine both probability and the estimated amount. Class Action Merger Litigation On December 14, 2015, a putative shareholder class action complaint was filed in the Court of Chancery of the State of Delaware against Mattson, Mattson’s Board of Directors, Beijing E-town Dragon Semiconductor Industry Investment Center (“Parent”), and Dragon Acquisition Sub, Inc. (“Merger Sub”), captioned Sally Mogle v. Mattson Technology , Case No. 11807 (Del. Ch.). On December 22, 2015, a second putative shareholder class action complaint was filed in the Court of Chancery of the State of Delaware against Mattson’s Board of Directors, Parent, and Merger Sub, captioned Philip Durgin v. Kannappan , Case No. 11837 (Del. Ch.). The complaints allege, among other things, that the Company’s directors breached their fiduciary duties by approving the Definitive Merger Agreement, dated December 1, 2015, by and among Mattson, Parent, and Merger Sub (“Merger Agreement”), and that Parent, and Merger Sub aided and abetted the alleged breaches of fiduciary duty. The complaints seek, among other things, either to enjoin the proposed transaction or to rescind it should it be consummated, as well as unspecified damages, including attorneys’ and experts’ fees. On January 12, 2016, a putative shareholder class action complaint was filed in the Superior Court of the State of California, Alameda County against Mattson, Mattson’s Board of Directors, Parent, and Merger Sub, captioned Mary Salinas v. Mattson Technology , Case No. RG16799807. The complaint alleges, among other things, that the Company’s directors breached their fiduciary duties by approving the Definitive Merger Agreement, and that Mattson, Parent, and Merger Sub aided and abetted the alleged breaches of fiduciary duty. The complaint seeks, among other things, to enjoin the stockholder vote on the proposed transaction and unspecified damages, including attorneys’ and experts’ fees. On February 11, 2016, Plaintiff filed an Amended Class Action Complaint alleging, among other things, that Mattson’s directors breached their fiduciary duties by approving the Merger Agreement and issuing an incomplete and misleading Preliminary Proxy Statement, and that Mattson, Parent and Merger Sub aided and abetted the alleged breaches of fiduciary duty. The complaint seeks, among other things, either to enjoin the proposed transaction or to rescind it should it be consummated, as well as unspecified damages, including attorneys’ and experts’ fees. On February 22, 2016, a second putative shareholder class action complaint was filed in the Superior Court of the State of California, Alameda County against Mattson, Mattson’s Board of Directors, Parent, and Merger Sub, captioned Darrell Brown v. Mattson Technology , Case No. RG16804802. The complaint alleges, among other things, that Mattson’s directors breached their fiduciary duties by approving the Merger Agreement and issuing an incomplete and misleading Preliminary Proxy Statement, and that Mattson, Parent, and Merger Sub aided and abetted the alleged breaches of fiduciary duty. The complaint seeks, among other things, either to enjoin the proposed transaction or to rescind it should it be consummated, as well as unspecified damages, including attorneys’ and experts’ fees. On February 18, 2016, a putative shareholder class action complaint was filed in the United States District Court for the Northern District of California against the Board, captioned Talbert v. Mattson Technology , No. 8:16-cv-00811-LHK. The complaint alleges, among other things, that Mattson and Mattson’s Board of Directors violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by making materially incomplete and misleading statements and/or omitting material information from the Proxy Statement filed with the SEC on February 17, 2016. The complaint seeks to enjoin the stockholder vote on the proposed transaction, unspecified damages, certain other equitable relief, and attorneys’ fees and costs. On March 14, 2016, Mattson, Mattson’s Board of Directors and Merger Sub entered into a Memorandum of Understanding (the “MOU”) with the plaintiffs in the actions, which sets forth the parties’ agreement in principle to a settlement of these actions. As explained in the MOU, the Company, the members of the Company’s Board of Directors and Merger Sub have agreed to the settlement solely to avoid the expense, disruption, and distraction of further litigation and without admitting any liability or wrongdoing. The MOU contemplates that the parties will seek to enter into a stipulation of settlement providing for the certification of a mandatory non-opt-out class, for settlement purposes only, that includes any and all record and beneficial owners of the Company’s common stock (excluding defendants, their subsidiary companies, affiliates, assigns, and members of their immediate families) during the period beginning on September 15, 2015, through the effective date of the consummation of the merger, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them and a release of certain claims relating to the merger as set forth in the MOU. The claims will not be released until such stipulation of settlement is approved by the California Superior Court in the County of Alameda. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation |
EMPLOYEE STOCK PLANS
| EMPLOYEE STOCK PLANS | 3 Months Ended |
| Mar. 27, 2016 | |
| Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |
| Employee Stock Plans | EMPLOYEE STOCK PLANS As of March 27, 2016 , we had approximately 4.2 million shares available for future grants under our 2012 Equity Incentive Plan (the "2012 Plan"). On May 28, 2015, the stockholders approved an amendment to our 2012 Plan, (i) increasing the number of shares reserved for issuance under the 2012 Plan by an additional 2.5 million shares bringing the total number of shares reserved thereunder, to 19,475,000 shares; and (ii) removing the 1.75 share accounting ratio applicable to stock awards and restricted stock units. Stock Options Options to purchase common stock granted under the 2012 Plan generally have terms not exceeding seven years. Options to purchase stock under our equity incentive plans are generally granted at exercise prices that are at least 100 percent of the fair market value of our common stock on the date of grant. Generally, options granted to new employees typically vest over a period of four years at a rate of 25 percent after the first year and 1/48th of the initial amount granted each month thereafter, and beginning in 2014, options granted to established employees with more than 1 -year of service, typically vest over a period of four years at a rate of 1/48th each month. The following table summarizes the stock option activity under all of our equity incentive plans for the three months ended March 27, 2016 : Number of Shares Weighted- Weighted- Average Remaining Term Aggregate Intrinsic Value (thousands) (per share) (years) (thousands) Outstanding as of December 31, 2015 4,172 $ 2.04 Exercised (89 ) $ 1.59 Forfeited or expired (18 ) $ 1.12 Outstanding as of March 27, 2016 4,065 $ 2.05 3.9 $ 6,512 Exercisable as of March 27, 2016 2,857 $ 1.85 3.4 $ 5,160 The aggregate intrinsic value represents the pre-tax differences between the exercise price of stock options and the quoted market price of our stock on March 27, 2016 for all in-the-money options. The following table provides supplemental information pertaining to our stock options for the periods indicated (in thousands, except weighted-average fair values): Three Months Ended March 27, March 29, Weighted-average fair value of options granted, per share $ — $ 1.67 Intrinsic value of options exercised $ 177 $ 1,940 Cash received from options exercised $ 142 $ 1,526 Restricted Stock Units The 2012 Plan provides for grants of time-based and performance-based restricted stock units ("RSUs"). As of March 27, 2016 , we only had time-based RSUs outstanding. Time-Based Restricted Stock Units Historically, 25 percent of the time-based RSUs vest on each anniversary of the vesting commencement date or date of grant. In December 2013, our Board of Directors approved a quarterly vesting schedule for RSUs. On occasion, we grant time-based RSUs for varying purposes with different vesting schedules. Time-based RSUs granted prior to May 28, 2015 under the 2012 Plan are counted against the total number of shares of common stock available for grant under the 2012 Plan at 1.75 shares of common stock for every one share of common stock subject thereto. The associated stock-based compensation expense on time-based RSUs is determined based on the fair value of our common stock on the date of grant of the RSU and recognized over the vesting period. The following table summarizes RSU activity under all of our equity incentive plans for the three months ended March 27, 2016 : Number of Shares Weighted Average Grant Date Fair Value (thousands) (per share) Outstanding as of December 31, 2015 1,289 $ 2.78 Released (178 ) $ 2.13 Forfeited (7 ) $ 2.95 Outstanding as of March 27, 2016 1,104 $ 2.88 Employee Stock Purchase Plan Our 1994 Employee Stock Purchase Plan ("1994 Plan") is a non-compensatory employee stock purchase plan ("ESPP"), which allows each eligible employee to withhold up to 15 percent of gross compensation over semi-annual six month ESPP periods to purchase shares of our common stock, limited to 4,000 shares per ESPP period in 2016. Under the ESPP, employees purchase stock at a price equal to 90 percent of the fair market value (generally the closing price of our common stock) on the last trading day prior to the end of the six month ESPP offering period. We reserved 6.2 million shares of common stock for issuance under the ESPP, of which 2.4 million shares were available for issuance as of March 27, 2016 . |
STOCK-BASED COMPENSATION
| STOCK-BASED COMPENSATION | 3 Months Ended |
| Mar. 27, 2016 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Stock-Based Compensation | STOCK-BASED COMPENSATION We account for stock-based compensation in accordance with the applicable authoritative guidance, which requires the measurement of stock-based compensation on the date of grant based on the fair value of the award, and the recognition of the expense over the requisite service period for the employee. Compensation related to RSUs is the intrinsic value on the date of grant, which is the closing price of our common stock less the employee exercise price, if any. Compensation related to stock options is determined using a stock option valuation model. Valuation Assumptions We use the Black-Scholes valuation model to determine the fair value of stock options. The Black-Scholes model requires the input of highly subjective assumptions, which are summarized in the table below for the three months ended March 27, 2016 and March 29, 2015 (assumptions are not applicable for the three months ended March 27, 2016 as there were no stock options granted during that period): Three Months Ended March 27, March 29, Expected dividend yield N/A — Expected stock price volatility N/A 66% Risk-free interest rate N/A 1.1% Expected life of options in years N/A 4.0 We estimate the expected life of options based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. Expected volatility is based on the historical volatility of our common stock; and the risk-free interest rate is the rate on a U.S. Treasury Bill, with a maturity approximating the expected life of the option. We do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is zero . Our stock-based compensation for the periods indicated was as follows (in thousands): Three Months Ended March 27, March 29, Stock-based compensation by type of award: Stock options $ 199 $ 245 Restricted stock units 313 266 Employee stock purchase plan 7 5 $ 519 $ 516 Stock-based compensation by category of expense: Cost of goods sold $ 46 $ 34 Research, development and engineering 42 63 Selling, general and administrative 431 419 $ 519 $ 516 We did not capitalize any stock-based compensation into inventory for the three months ended March 27, 2016 and March 29, 2015 , as such amounts were immaterial. As of March 27, 2016 , we had $1.1 million in unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock options which will be recognized over a weighted-average period of 2.1 years. As of March 27, 2016 , we had $2.4 million in unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested RSUs which will be recognized over a weighted-average period of 2.4 years. |
GEOGRAPHIC AND CUSTOMER CONCENT
| GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION | 3 Months Ended |
| Mar. 27, 2016 | |
| Geographic and Customer Concentration Information [Abstract] | |
| Geographic and Customer Concentration Information | GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION The authoritative guidance on segment reporting and disclosure defines an operating segment as a component of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. For the purposes of evaluating our reportable segments, our Chief Executive Officer is the chief operating decision maker. We have one operating segment in which we design, manufacture and market advanced fabrication equipment for the semiconductor manufacturing industry. As our business is completely focused on one industry segment, the design, manufacture and marketing of advanced fabrication equipment to the semiconductor manufacturing industry, management believes that we have one reportable segment. Our net revenue and profits are generated from the sales of systems and services in this one segment. The following table summarizes net revenue by geographic areas based on the installation locations of the systems and the location of services rendered (in thousands, except percentages): Three Months Ended March 27, 2016 March 29, 2015 Amount Percent Amount Percent Net revenue: United States $ 3,247 11 $ 8,568 15 China 11,395 40 3,599 6 South Korea 6,430 22 33,998 58 Taiwan 2,509 9 5,520 10 Other Asia 4,137 15 5,365 9 Europe and others 971 3 1,204 2 $ 28,689 100 $ 58,254 100 For the three months ended March 27, 2016 , three customers accounted for 10 percent or more of our total net revenue, representing approximately 24 percent , 22 percent and 14 percent of our total net revenue, respectively. For the three months ended March 29, 2015 , two customers accounted for 10 percent or more of our total net revenue, representing approximately 63 percent and 13 percent of our total net revenue, respectively. As of March 27, 2016 , five customers accounted for 10 percent or more of our total net accounts receivable, representing approximately 23 percent , 17 percent , 17 percent , 10 percent and 10 percent of our total net accounts receivable, respectively. As of December 31, 2015 , two customers accounted for 10 percent or more of our net accounts receivable, representing approximately 53 percent and 13 percent of our total net accounts receivable, respectively. Geographical information relating to our property and equipment, net, as of March 27, 2016 and December 31, 2015 was as follows (in thousands): March 27, December 31, Property and equipment, net: United States $ 3,120 $ 3,350 Germany 5,720 4,712 Others 162 174 $ 9,002 $ 8,236 |
INCOME TAXES
| INCOME TAXES | 3 Months Ended |
| Mar. 27, 2016 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | INCOME TAXES On a quarterly basis, we record our income tax expense or benefit based on our year-to-date results and expected results for the remainder of the year. For the three months ended March 27, 2016, we recorded a minimal income tax provision. For the three months ended March 29, 2015, we recorded an income tax provision of $0.5 million . The net tax provision for all periods was the result of the mix of profits earned by us in tax jurisdictions with a broad range of income tax rates. |
NET INCOME (LOSS) PER SHARE
| NET INCOME (LOSS) PER SHARE | 3 Months Ended |
| Mar. 27, 2016 | |
| Earnings Per Share [Abstract] | |
| Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE We present both basic and diluted net income (loss) per share on the face of our condensed consolidated statements of operations in accordance with the authoritative guidance on earnings per share. Basic net income (loss) per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed using the weighted average number of shares of common stock outstanding plus the effect of common stock equivalents, unless the common stock equivalents are anti-dilutive. The potential dilutive shares of our common stock are determined using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost yet to be recognized for future service, and the amount of tax benefits that is to be recorded when the award becomes deductible are assumed to be used to repurchase shares. The following table presents the computation of net income (loss) per share of common stock (in thousands, except per share data): Three Months Ended March 27, March 29, Numerator: Net income (loss) $ (4,001 ) $ 6,305 Denominator: Weighted-average shares outstanding - basic 75,523 74,700 Effect of dilutive stock options and restricted stock units — 2,565 Weighted-average shares outstanding - diluted 75,523 77,265 Net income (loss) per share of common stock: Basic $ (0.05 ) $ 0.08 Diluted $ (0.05 ) $ 0.08 For the three months ended March 27, 2016 , options and RSUs totaling 2.6 million shares were excluded from diluted net income per share because their inclusion would have been anti-dilutive. For the three months ended March 29, 2015 , options and RSUs totaling 0.7 million shares were excluded from diluted net income per share because their inclusion would have been anti-dilutive effect. |
BASIS OF PRESENTATION AND SIG18
| BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
| Mar. 27, 2016 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by such accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the statement of financial position as of March 27, 2016 , the statements of operations for the three months ended March 27, 2016 and March 29, 2015 , statements of comprehensive income for the three months ended March 27, 2016 and March 29, 2015 , and the statements of cash flows for the three months ended March 27, 2016 and March 29, 2015 , as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2015 has been derived from our audited financial statements as of such date, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2015 , which are included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 11, 2016 . The condensed consolidated financial statements include the accounts of Mattson Technology, Inc. and our wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. The results of operations for the three months ended March 27, 2016 are not necessarily indicative of results that may be expected for the entire year ending December 31, 2016 . |
| Fiscal Year | Fiscal Year Our fiscal year ends on December 31. Our first fiscal quarter of 2016 closed on Sunday, March 27, 2016. Our second and third fiscal quarters are each 13 weeks long and our fourth quarter closes on December 31. |
| Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We evaluate our estimates on an ongoing basis, including those related to the useful lives and fair value of long-lived assets, estimates used to determine facility lease loss liabilities, measurement of warranty obligations, valuation allowances for deferred tax assets, the fair value of stock-based compensation, estimates for allowance for doubtful accounts, and valuation of excess and obsolete inventories. Our estimates and assumptions can be subjective and complex and, consequently, actual results could differ materially from those estimates. |
| Reclassifications | Reclassifications For presentation purposes, certain prior period amounts have been reclassified to conform to the reporting in the current period financial statements. These reclassifications do not affect our net income, cash flows or stockholders' equity. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation: Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance will be effective for us in the first quarter of fiscal 2017, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance will be effective for us in the first quarter of fiscal 2019, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes . This amendment eliminates the requirement to bifurcate deferred taxes between current and non-current on the balance sheet and requires that deferred tax liabilities and assets be classified as non-current on the balance sheet. This guidance will be effective for us in the first quarter of fiscal 2018, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. Debt issuance costs are specified incremental costs, other than those paid to the lender, that are directly attributable to issuing a debt instrument (i.e., third party costs). Prior to the adoption of this standard, debt issuance costs were required to be presented in the balance sheet as a deferred charge (i.e., an asset). This presentation differed from the presentation for a debt discount, which is a direct adjustment to the carrying value of the debt (i.e., a contra liability). This new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. This guidance will be effective for us in the first quarter of fiscal 2016, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial statements and footnote disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. As of December 31, 2015, we continue to record our unamortized debt issuance costs in connection with our revolving credit facility as an asset. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The FASB issued ASU 2014-09 to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , deferring the effective date of ASU 2014-09 by one year. This guidance will be effective for us in the first quarter of fiscal 2018, with early adoption permitted for annual periods beginning after December 15, 2016. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory . Under ASU 2015-11, we are required to measure inventory at the lower of cost and net realizable value. The new guidance clarifies that net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us in the first quarter of fiscal 2017, with early adoption permitted. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern . The update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective for us beginning with our annual financial statements for fiscal 2017. We are currently evaluating the impact that the implementation of this standard will have on our financial statements and footnote disclosures. There were no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 27, 2016 compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that are of significance or potential significance to us. |
BALANCE SHEET DETAILS (Tables)
| BALANCE SHEET DETAILS (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Balance Sheet Related Disclosures [Abstract] | |
| Schedule of Components of Inventories | Components of inventories are shown below (in thousands): March 27, December 31, Inventories: Purchased parts and raw materials $ 32,751 $ 33,624 Work-in-process 12,533 12,793 Finished goods 2,991 3,603 $ 48,275 $ 50,020 |
| Schedule of Components of Prepaid Expense and Other Current Assets | Components of prepaid expenses and other current assets are shown below (in thousands): March 27, December 31, Prepaid expenses and other current assets: Value-added tax $ 2,749 $ 3,194 Other current assets 2,578 2,863 $ 5,327 $ 6,057 |
| Schedule of Components of Property and Equipment | Components of property and equipment are shown below (in thousands): March 27, December 31, Property and equipment, net: Machinery and equipment $ 41,913 $ 41,463 Furniture and fixtures 8,635 8,531 Leasehold improvements 16,855 16,396 67,403 66,390 Less: accumulated depreciation (58,401 ) (58,154 ) $ 9,002 $ 8,236 |
| Schedule of Components of Other Current Liabilities | Components of other current liabilities are shown below (in thousands): March 27, December 31, Other current liabilities: Warranty $ 2,545 $ 3,040 Value-added tax 387 1,250 Accrued restructuring charge, current 8 8 Other 1,752 1,897 $ 4,692 $ 6,195 |
FAIR VALUE MEASUREMENT (Tables)
| FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are shown in the table below by their corresponding balance sheet caption and consisted of the following types of instruments (in thousands): March 27, 2016 December 31, 2015 Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using (Level 1) Total (Level 1) Total Assets measured at fair value: Cash equivalents: Money market funds $ 10,019 $ 10,019 $ 15,011 $ 15,011 Restricted cash: Money market funds 1,808 1,808 1,808 1,808 Total assets measured at fair value $ 11,827 $ 11,827 $ 16,819 $ 16,819 |
COMMITMENTS AND CONTINGENCIES (
| COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Summary of Changes in Product Warranty Accrual | The following table summarizes changes in our product warranty accrual for the periods indicated (in thousands): Three Months Ended March 27, March 29, Beginning balance $ 3,040 $ 2,803 Warranties issued in the period 262 872 Costs to service warranties (1,029 ) (982 ) Warranty accrual adjustments 272 650 Ending balance $ 2,545 $ 3,343 |
EMPLOYEE STOCK PLANS (Tables)
| EMPLOYEE STOCK PLANS (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |
| Schedule of Stock Option Activity | The following table summarizes the stock option activity under all of our equity incentive plans for the three months ended March 27, 2016 : Number of Shares Weighted- Weighted- Average Remaining Term Aggregate Intrinsic Value (thousands) (per share) (years) (thousands) Outstanding as of December 31, 2015 4,172 $ 2.04 Exercised (89 ) $ 1.59 Forfeited or expired (18 ) $ 1.12 Outstanding as of March 27, 2016 4,065 $ 2.05 3.9 $ 6,512 Exercisable as of March 27, 2016 2,857 $ 1.85 3.4 $ 5,160 The aggregate intrinsic value represents the pre-tax differences between the exercise price of stock options and the quoted market price of our stock on March 27, 2016 for all in-the-money options. The following table provides supplemental information pertaining to our stock options for the periods indicated (in thousands, except weighted-average fair values): Three Months Ended March 27, March 29, Weighted-average fair value of options granted, per share $ — $ 1.67 Intrinsic value of options exercised $ 177 $ 1,940 Cash received from options exercised $ 142 $ 1,526 |
| Schedule of Restricted Stock Units | The following table summarizes RSU activity under all of our equity incentive plans for the three months ended March 27, 2016 : Number of Shares Weighted Average Grant Date Fair Value (thousands) (per share) Outstanding as of December 31, 2015 1,289 $ 2.78 Released (178 ) $ 2.13 Forfeited (7 ) $ 2.95 Outstanding as of March 27, 2016 1,104 $ 2.88 |
STOCK-BASED COMPENSATION (Table
| STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Summary of Valuation Assumptions | The Black-Scholes model requires the input of highly subjective assumptions, which are summarized in the table below for the three months ended March 27, 2016 and March 29, 2015 (assumptions are not applicable for the three months ended March 27, 2016 as there were no stock options granted during that period): Three Months Ended March 27, March 29, Expected dividend yield N/A — Expected stock price volatility N/A 66% Risk-free interest rate N/A 1.1% Expected life of options in years N/A 4.0 |
| Schedule of Stock-Based Compensation | Our stock-based compensation for the periods indicated was as follows (in thousands): Three Months Ended March 27, March 29, Stock-based compensation by type of award: Stock options $ 199 $ 245 Restricted stock units 313 266 Employee stock purchase plan 7 5 $ 519 $ 516 Stock-based compensation by category of expense: Cost of goods sold $ 46 $ 34 Research, development and engineering 42 63 Selling, general and administrative 431 419 $ 519 $ 516 |
GEOGRAPHIC AND CUSTOMER CONCE24
| GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Geographic and Customer Concentration Information [Abstract] | |
| Summary of Net Revenue by Geographic Area | The following table summarizes net revenue by geographic areas based on the installation locations of the systems and the location of services rendered (in thousands, except percentages): Three Months Ended March 27, 2016 March 29, 2015 Amount Percent Amount Percent Net revenue: United States $ 3,247 11 $ 8,568 15 China 11,395 40 3,599 6 South Korea 6,430 22 33,998 58 Taiwan 2,509 9 5,520 10 Other Asia 4,137 15 5,365 9 Europe and others 971 3 1,204 2 $ 28,689 100 $ 58,254 100 |
| Summary of Geographic Information Relating to Property and Equipment | Geographical information relating to our property and equipment, net, as of March 27, 2016 and December 31, 2015 was as follows (in thousands): March 27, December 31, Property and equipment, net: United States $ 3,120 $ 3,350 Germany 5,720 4,712 Others 162 174 $ 9,002 $ 8,236 |
NET INCOME (LOSS) PER SHARE (Ta
| NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
| Mar. 27, 2016 | |
| Earnings Per Share [Abstract] | |
| Summary of Computation of Net Income Per Share of Common Stock | The following table presents the computation of net income (loss) per share of common stock (in thousands, except per share data): Three Months Ended March 27, March 29, Numerator: Net income (loss) $ (4,001 ) $ 6,305 Denominator: Weighted-average shares outstanding - basic 75,523 74,700 Effect of dilutive stock options and restricted stock units — 2,565 Weighted-average shares outstanding - diluted 75,523 77,265 Net income (loss) per share of common stock: Basic $ (0.05 ) $ 0.08 Diluted $ (0.05 ) $ 0.08 |
BALANCE SHEET DETAILS - Narrati
| BALANCE SHEET DETAILS - Narrative (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Balance Sheet Related Disclosures [Abstract] | ||
| Restricted cash | $ 1,811 | $ 1,811 |
BALANCE SHEET DETAILS - Schedul
| BALANCE SHEET DETAILS - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Balance Sheet Related Disclosures [Abstract] | ||
| Purchased parts and raw materials | $ 32,751 | $ 33,624 |
| Work-in-process | 12,533 | 12,793 |
| Finished goods | 2,991 | 3,603 |
| Inventories, net | $ 48,275 | $ 50,020 |
BALANCE SHEET DETAILS - Sched28
| BALANCE SHEET DETAILS - Schedule of Components of Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Balance Sheet Related Disclosures [Abstract] | ||
| Value-added tax | $ 2,749 | $ 3,194 |
| Other current assets | 2,578 | 2,863 |
| Prepaid expenses and other current assets | $ 5,327 | $ 6,057 |
BALANCE SHEET DETAILS - Sched29
| BALANCE SHEET DETAILS - Schedule of Components of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Property, Plant and Equipment [Line Items] | ||
| Property, and equipment, gross | $ 67,403 | $ 66,390 |
| Less: accumulated depreciation | (58,401) | (58,154) |
| Property and equipment, net | 9,002 | 8,236 |
| Machinery and equipment | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, and equipment, gross | 41,913 | 41,463 |
| Furniture and fixtures | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, and equipment, gross | 8,635 | 8,531 |
| Leasehold improvements | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, and equipment, gross | $ 16,855 | $ 16,396 |
BALANCE SHEET DETAILS - Sched30
| BALANCE SHEET DETAILS - Schedule of Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Balance Sheet Related Disclosures [Abstract] | ||
| Warranty | $ 2,545 | $ 3,040 |
| Value-added tax | 387 | 1,250 |
| Accrued restructuring charge, current | 8 | 8 |
| Other | 1,752 | 1,897 |
| Other current liabilities | $ 4,692 | $ 6,195 |
FAIR VALUE MEASUREMENT - Narrat
| FAIR VALUE MEASUREMENT - Narrative (Details) - USD ($) | Mar. 27, 2016 | Dec. 31, 2015 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Transfers of assets between Level 1, 2 and 3 | $ 0 | $ 0 |
| Transfers of liabilities between Level 1, 2 and 3 | 0 | 0 |
| Fair Value, Inputs, Level 2 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Assets at fair value | 0 | 0 |
| Liabilities at fair value | 0 | 0 |
| Fair Value, Inputs, Level 3 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Assets at fair value | 0 | 0 |
| Liabilities at fair value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Schedu
| FAIR VALUE MEASUREMENT - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Assets measured at fair value: | ||
| Restricted cash | $ 1,811 | $ 1,811 |
| Fair Value, Measurements, Recurring | Fair Value Disclosure, Total | ||
| Assets measured at fair value: | ||
| Total assets measured at fair value | 11,827 | 16,819 |
| Fair Value, Measurements, Recurring | Money Market Funds | Fair Value Disclosure, Total | ||
| Assets measured at fair value: | ||
| Money market funds | 10,019 | 15,011 |
| Restricted cash | 1,808 | 1,808 |
| Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
| Assets measured at fair value: | ||
| Total assets measured at fair value | 11,827 | 16,819 |
| Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | ||
| Assets measured at fair value: | ||
| Money market funds | 10,019 | 15,011 |
| Restricted cash | $ 1,808 | $ 1,808 |
BUSINESS COMBINATION (Details)
| BUSINESS COMBINATION (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 01, 2015 | Mar. 27, 2016 | Dec. 31, 2015 |
| Business Acquisition [Line Items] | |||
| Common stock, par value per share (in usd per share) | $ 0.001 | $ 0.001 | |
| Beijing E-Town Dragon Semiconductor Industry Investment Center | |||
| Business Acquisition [Line Items] | |||
| Common stock, par value per share (in usd per share) | $ 0.001 | ||
| Conversion of stock outstanding (in usd per share) | $ 3.80 | ||
| Termination fee | $ 8.6 | ||
| Parent | Beijing E-Town Dragon Semiconductor Industry Investment Center | |||
| Business Acquisition [Line Items] | |||
| Termination fee | $ 17.2 |
REVOLVING CREDIT FACILITY - Nar
| REVOLVING CREDIT FACILITY - Narrative (Details) - Revolving Credit Facility - USD ($) | Apr. 12, 2013 | Mar. 27, 2016 | Dec. 31, 2015 | Oct. 21, 2014 |
| Line of Credit Facility [Line Items] | ||||
| Line of credit facility term | 3 years | |||
| Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||
| Line of credit facility, outstanding borrowings | $ 0 | $ 0 | ||
| Amended Credit Facility | ||||
| Line of Credit Facility [Line Items] | ||||
| Line of credit facility, additional borrowing capacity | $ 25,000,000 |
COMMITMENTS AND CONTINGENCIES -
| COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, CAD in Millions | 3 Months Ended | ||
| Mar. 27, 2016USD ($) | Mar. 27, 2016CAD | Dec. 31, 2015USD ($) | |
| Guarantor Obligations [Line Items] | |||
| Length of product warranty on system sales | 12 months | ||
| Restricted cash | $ 1,811 | $ 1,811 | |
| Vortek Industries | |||
| Guarantor Obligations [Line Items] | |||
| Royalty guarantees payments, percentage of net sales from certain Flash RTP products | 1.40% | 1.40% | |
| Vortek Industries | Royalty Agreements | |||
| Guarantor Obligations [Line Items] | |||
| Potential cash payment to Canadian Minister of Industries from certain Flash RTP products in connection with acquisition of Vortek Industries, Ltd. | $ 10,800 | CAD 14.3 | |
| Royalty charges to date | CAD | CAD 0.6 | ||
| Financial Standby Letter of Credit | |||
| Guarantor Obligations [Line Items] | |||
| Total amount of outstanding standby letters of credit | $ 1,700 |
COMMITMENTS AND CONTINGENCIES36
| COMMITMENTS AND CONTINGENCIES - Summary of Changes in Product Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Movement in Product Warranty, Increase (Decrease) [Roll Forward] | ||
| Beginning balance | $ 3,040 | $ 2,803 |
| Warranties issued in the period | 262 | 872 |
| Costs to service warranties | (1,029) | (982) |
| Warranty accrual adjustments | 272 | 650 |
| Ending balance | $ 2,545 | $ 3,343 |
EMPLOYEE STOCK PLANS - Narrativ
| EMPLOYEE STOCK PLANS - Narrative (Details) - $ / shares | May. 28, 2015 | Mar. 27, 2016 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Average purchase price (in usd per share) | $ 1.59 | |
| Time-based Restricted Stock Units | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Percentage vest on each anniversary of the vesting commencement date or date of grant | 25.00% | |
| Common stock equivalent shares | 1.75 | |
| 2012 Equity Incentive Plan | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Number of shares available for grant (in shares) | 4,200,000 | |
| Additional number of shares reserved for issuance (in shares) | 2,500,000 | |
| Number of shares reserved for issuance (in shares) | 19,475,000 | |
| Common stock equivalent shares | 1.75 | |
| 2012 Equity Incentive Plan | Stock options | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Exercise price, as a percent of fair market value of common stock on grant date | 100.00% | |
| Vesting percentage, first anniversary | 25.00% | |
| Award ratable vesting percentage per month | 2.08333% | |
| Requisite service period to vest over 4 years | 1 year | |
| Award ratable vesting period | 4 years | |
| 2012 Equity Incentive Plan | Stock options | Maximum | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Award terms | 7 years | |
| 1994 Employee Stock Purchase Plan | Employee Stock Purchase Plan | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Number of shares available for grant (in shares) | 2,400,000 | |
| Number of shares reserved for issuance (in shares) | 6,200,000 | |
| Exercise price, as a percent of fair market value of common stock on grant date | 90.00% | |
| Maximum employee subscription rate | 15.00% | |
| ESPP offering period | 6 months | |
| Maximum number of shares per employee (in shares) | 4,000 |
EMPLOYEE STOCK PLANS - Schedule
| EMPLOYEE STOCK PLANS - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
| Mar. 27, 2016USD ($)$ / sharesshares | |
| Number of Shares | |
| Outstanding beginning balance (in shares) | shares | 4,172 |
| Exercised (in shares) | shares | (89) |
| Forfeited or expired (in shares) | shares | (18) |
| Outstanding ending balance (in shares) | shares | 4,065 |
| Exercisable (in shares) | shares | 2,857 |
| Weighted-Average Exercise Price | |
| Weighted-Average Exercise Price, Outstanding beginning balance (in usd per share) | $ / shares | $ 2.04 |
| Weighted Average Exercise Price, Exercised (in usd per share) | $ / shares | 1.59 |
| Weighted Average Exercise Price, Forfeited or expired (in usd per share) | $ / shares | 1.12 |
| Weighted-Average Exercise Price, Outstanding ending balance (in usd per share) | $ / shares | 2.05 |
| Weighted Average Exercise Price, Exercisable (in usd per share) | $ / shares | $ 1.85 |
| Weighted Average Remaining Term | |
| Weighted Average Remaining Term, Outstanding | 3 years 11 months |
| Weighted Average Remaining Term, Exercisable | 3 years 5 months |
| Aggregate Intrinsic Value | |
| Aggregate Intrinsic Value, Outstanding | $ | $ 6,512 |
| Aggregate Intrinsic Value, Exercisable | $ | $ 5,160 |
EMPLOYEE STOCK PLANS - Schedu39
| EMPLOYEE STOCK PLANS - Schedule of Stock Option Activity - Supplemental Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||
| Weighted-average fair value of options granted (in usd per share) | $ 0 | $ 1.67 |
| Intrinsic value of options exercised | $ 177 | $ 1,940 |
| Cash received from options exercised | $ 142 | $ 1,526 |
EMPLOYEE STOCK PLANS - Schedu40
| EMPLOYEE STOCK PLANS - Schedule of Restricted Stock Units (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
| Mar. 27, 2016$ / sharesshares | |
| Number of Shares | |
| Outstanding beginning balance (in shares) | shares | 1,289 |
| Released (in shares) | shares | (178) |
| Forfeited (in shares) | shares | (7) |
| Outstanding ending balance (in shares) | shares | 1,104 |
| Weighted Average Grant Date Fair Value | |
| Weighted Average Grant Date Fair Value, Outstanding beginning balance (usd per share) | $ / shares | $ 2.78 |
| Weighted Average Grant Date Fair Value, Released (in usd per share) | $ / shares | 2.13 |
| Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | $ / shares | 2.95 |
| Weighted Average Grant Date Fair Value, Outstanding ending balance (in usd per share) | $ / shares | $ 2.88 |
STOCK-BASED COMPENSATION - Summ
| STOCK-BASED COMPENSATION - Summary of Valuation Assumptions (Details) - Stock options | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Black-Scholes Valuation Assumptions | ||
| Expected dividend yield | 0.00% | 0.00% |
| Expected stock price volatility | 66.00% | |
| Risk-free interest rate | 1.10% | |
| Expected life of options in years | 4 years | |
STOCK-BASED COMPENSATION - Narr
| STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Stock options | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Expected dividend yield | 0.00% | 0.00% |
| Unrecognized stock-based compensation, related to stock options | $ 1.1 | |
| Weighted average recognition period for stock-based compensation | 2 years 23 days | |
| Restricted stock units | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Unrecognized stock-based compensation, related to stock options | $ 2.4 | |
| Weighted average recognition period for stock-based compensation | 2 years 4 months 15 days | |
STOCK-BASED COMPENSATION - Sche
| STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | $ 519 | $ 516 |
| Cost of goods sold | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | 46 | 34 |
| Research, development and engineering | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | 42 | 63 |
| Selling, general and administrative | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | 431 | 419 |
| Stock options | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | 199 | 245 |
| Restricted stock units | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | 313 | 266 |
| Employee stock purchase plan | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
| Stock-based compensation | $ 7 | $ 5 |
GEOGRAPHIC AND CUSTOMER CONCE44
| GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
| Mar. 27, 2016segmentcustomer | Mar. 29, 2015customer | Dec. 31, 2015customer | |
| Concentration Risk [Line Items] | |||
| Number of operating segment | segment | 1 | ||
| Customer Concentration Risk | Net Sales | |||
| Concentration Risk [Line Items] | |||
| Number of significant customers | 3 | 2 | |
| Customer Concentration Risk | Net Sales | Net Sales, Major Customer A | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 24.00% | 63.00% | |
| Customer Concentration Risk | Net Sales | Net Sales, Major Customer B | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 22.00% | 13.00% | |
| Customer Concentration Risk | Net Sales | Net Sales, Major Customer C | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 14.00% | ||
| Customer Concentration Risk | Net Accounts Receivable | |||
| Concentration Risk [Line Items] | |||
| Number of significant customers | 5 | 2 | |
| Customer Concentration Risk | Net Accounts Receivable | Net Accounts Receivable, Major Customer A | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 23.00% | 53.00% | |
| Customer Concentration Risk | Net Accounts Receivable | Net Accounts Receivable, Major Customer B | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 17.00% | 13.00% | |
| Customer Concentration Risk | Net Accounts Receivable | Net Accounts Receivable, Major Customer C | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 17.00% | ||
| Customer Concentration Risk | Net Accounts Receivable | Net Accounts Receivable, Major Customer D | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 10.00% | ||
| Customer Concentration Risk | Net Accounts Receivable | Net Accounts Receivable, Major Customer E | |||
| Concentration Risk [Line Items] | |||
| Concentration percentage | 10.00% | ||
GEOGRAPHIC AND CUSTOMER CONCE45
| GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION - Summary of Net Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 28,689 | $ 58,254 |
| Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 100.08% | 100.00% |
| Reportable Geographical Components | United States | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 3,247 | $ 8,568 |
| Reportable Geographical Components | United States | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 11.00% | 15.00% |
| Reportable Geographical Components | South Korea | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 6,430 | $ 33,998 |
| Reportable Geographical Components | South Korea | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 22.00% | 58.00% |
| Reportable Geographical Components | China | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 11,395 | $ 3,599 |
| Reportable Geographical Components | China | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 40.00% | 6.00% |
| Reportable Geographical Components | Taiwan | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 2,509 | $ 5,520 |
| Reportable Geographical Components | Taiwan | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 9.00% | 10.00% |
| Reportable Geographical Components | Other Asia | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 4,137 | $ 5,365 |
| Reportable Geographical Components | Other Asia | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 15.00% | 9.00% |
| Reportable Geographical Components | Europe and others | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, amount | $ 971 | $ 1,204 |
| Reportable Geographical Components | Europe and others | Geographic Concentration Risk | Net Sales | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Net sales, percentage | 3.00% | 2.00% |
GEOGRAPHIC AND CUSTOMER CONCE46
| GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION - Summary of Geographic Information Relating to Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 27, 2016 | Dec. 31, 2015 |
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Property and equipment, net | $ 9,002 | $ 8,236 |
| Reportable Geographical Components | United States | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Property and equipment, net | 3,120 | 3,350 |
| Reportable Geographical Components | Germany | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Property and equipment, net | 5,720 | 4,712 |
| Reportable Geographical Components | Others | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Property and equipment, net | $ 162 | $ 174 |
INCOME TAXES - Narrative (Detai
| INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Income Tax Disclosure [Abstract] | ||
| Provision for income taxes | $ 9 | $ 521 |
NET INCOME (LOSS) PER SHARE - S
| NET INCOME (LOSS) PER SHARE - Summary of Computation of Net Income Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Schedule of Earnings Per Share [Line Items] | ||
| Net income (loss) | $ (4,001) | $ 6,305 |
| Denominator: | ||
| Weighted-average shares outstanding - basic (in shares) | 75,523 | 74,700 |
| Weighted-average shares outstanding - diluted (in shares) | 75,523 | 77,265 |
| Basic (in usd per share) | $ (0.05) | $ 0.08 |
| Diluted (in usd per share) | $ (0.05) | $ 0.08 |
| Stock Options and Restricted Stock Units | ||
| Denominator: | ||
| Effect of dilutive stock options and restricted stock units (in shares) | 0 | 2,565 |
NET INCOME (LOSS) PER SHARE - N
| NET INCOME (LOSS) PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
| Mar. 27, 2016 | Mar. 29, 2015 | |
| Stock Options and Restricted Stock Units | ||
| Schedule of Earnings Per Share [Line Items] | ||
| Anti-dilutive securities excluded from diluted net income per share (in shares) | 2.6 | 0.7 |