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Fair Value Measurements and Disclosures | 12 Months Ended
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Dec. 28, 2013
Fair Value Disclosures [Abstract] |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASC 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Such unobservable inputs include an estimated discount rate used in the Company's discounted present value analysis of future cash flows, which reflects the Company's estimate of debt with similar terms in the current credit markets. As there is currently minimal activity in such markets, the actual rate could be materially different. The following table presents the Company’s assets and liabilities measured at estimated fair value on a recurring basis, excluding accrued interest components, categorized in accordance with the fair value hierarchy (in thousands):
| December 28, 2013 |  | December 29, 2012
| Fair Value Measurements Using Input Types |  |  |  | Fair Value Measurements Using Input Types |  |
| Level 1 |  | Level 2 |  | Level 3 |  | Total |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds | $ | 876 |  |  | $ | — |  |  | $ | — |  |  | $ | 876 |  |  | $ | 110 |  |  | $ | — |  |  | $ | — |  |  | $ | 110 |
Commercial paper and corporate debt securities | — |  |  | 750 |  |  | — |  |  | 750 |  |  | — |  |  | 2,600 |  |  | — |  |  | $ | 2,600 |
Cash and Cash Equivalents | 876 |  |  | 750 |  |  | — |  |  | 1,626 |  |  | 110 |  |  | 2,600 |  |  | — |  |  | 2,710 |
Marketable Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury, U.S. Government and U.S. Government agency debt securities | 5,036 |  |  | 11,980 |  |  | — |  |  | 17,016 |  |  | 4,997 |  |  | 19,130 |  |  | — |  |  | 24,127 |
Commercial paper and corporate debt securities | — |  |  | 31,081 |  |  | — |  |  | 31,081 |  |  | — |  |  | 22,866 |  |  | — |  |  | 22,866 |
Total | 5,036 |  |  | 43,061 |  |  | — |  |  | 48,097 |  |  | 4,997 |  |  | 41,996 |  |  | — |  |  | 46,993 |
Total assets: | $ | 5,912 |  |  | $ | 43,811 |  |  | $ | — |  |  | $ | 49,723 |  |  | $ | 5,107 |  |  | $ | 44,596 |  |  | $ | — |  |  | $ | 49,703 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration payable | $ | — |  |  | $ | — |  |  | $ | 2,783 |  |  | $ | 2,783 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,462 |  |  | $ | 2,462 |
(1) Excludes $43.1 million and $60.2 million held in operating accounts as of December 28, 2013 and December 29, 2012, respectively.
Changes in Level 3 liabilities |
Fair value at December 31, 2011 | $ | 3,194 |
Payments made to Zygo Corporation | (300 | )
Addition: Fair value of royalty payment to RTM related to acquisition of Nanda | (561 | )
Change in fair value included in earnings, Zygo | 129 |
Fair value at December 29, 2012 | 2,462 |
Payments made to Zygo Corporation | (1,004 | )
Change in fair value included in earnings, Zygo | 1,325 |
Fair Value at December 28, 2013 | $ | 2,783 |
As of December 28, 2013, the Company had liabilities of $ 2.8 million resulting from the acquisition of certain assets from Zygo Corporation (“Zygo”), which are measured at fair value on a recurring basis, and changes in fair value recorded in Other income (expense), net. Of the $2.8 million of Zygo liability at December 28, 2013, $1.3 million was a current liability and $1.5 million was a long-term liability. The fair values of these liabilities were determined using Level 3 inputs using a discounted cash flow model incorporating assumptions that market participants would use in their estimates of fair value. Some of these assumptions included estimates for discount rate, timing and amount of cash flows. As of December 29, 2012, the Company had liabilities of $2.5 million resulting from the acquisition of certain assets from Zygo which are measured at fair value on a recurring basis. Of the $2.5 million of Zygo liability at December 29, 2012, $0.7 million was a current liability and $1.8 million was a long-term liability. In the twelve month period ended December 29, 2012, the Company recorded a $0.6 million reduction in the fair value of royalty payments to RTM with a corresponding decrease of $0.4 million to goodwill and $0.2 million to intangible assets. See Note 4 for further details. Available-for-sale marketable securities, readily convertible to cash, with maturity dates of 90 days or less are classified as cash equivalents, while those with maturity dates greater than 90 days are classified as marketable securities within short term assets. All marketable securities as of December 28, 2013 were available-for-sale and reported at fair value based on the estimated or quoted market prices as of the balance sheet date. Unrealized gains or losses are recorded in accumulated other comprehensive income (loss) within stockholders' equity. The gross unrealized gains and gross unrealized losses for the year ended December 28, 2013 were insignificant and no marketable securities had other than temporary losses as of December 28, 2013. All marketable securities as of December 28, 2013 had maturity dates of less than two years and were not invested in foreign entities. The fair values of the marketable securities that are classified as Level 1 in the table above were derived from quoted market prices as substantially all of these instruments have maturity dates, if any, within one year from the date of purchase and active markets for these instruments exist. The fair value of marketable securities that are classified as Level 2 in the table above were derived from: non-binding market consensus prices that were corroborated by observable market data or quoted market prices for similar instruments. The fair value of the acquisition-related liabilities were determined using Level 3 inputs as described above. Refer to Note 12, "Line of Credit and Debt Obligations," for the carrying value and fair value of the Company's debt obligations.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13537-108611 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13433-108611 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19207-110258 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13504-108611 + Details
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