XML 30 R18.htm IDEA: XBRL DOCUMENT
v3.21.1

SHAREHOLDERS' EQUITY AND EMPLOYEE BENEFIT PLANS | 6 Months Ended
--- | ---
Apr. 03, 2021
Share-based Payment Arrangement [Abstract] |
SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS | SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS Common Stock and 401(k) Retirement Plan The Company has a 401(k) retirement plan (the “Plan”) for eligible U.S. employees. The Plan allows for employee contributions and matching Company contributions from 4% to 6% based upon terms and conditions of the 401(k) Plan. The following table reflects the Company’s contributions to the Plan during the three and six months ended April 3, 2021 and March 28, 2020:
| Three months ended |  | Six months ended
(in thousands) | April 3, 2021 |  | March 28, 2020 |  | April 3, 2021 |  | March 28, 2020
Cash | $ | 447 |  |  | $ | 352 |  |  | $ | 866 |  |  | $ | 709 |
Stock Repurchase Program On August 15, 2017, the Company’s Board of Directors authorized a program (the "Program") to repurchase up to $100 million of the Company’s common stock on or before August 1, 2020. In 2018 and 2019, the Board of Directors increased the share repurchase authorization under the Program to $200 million and $300 million, respectively. On July 3, 2020, the Board of Directors increased the share repurchase authorization under the Program by an additional $100 million to $400 million, and extended its duration through August 1, 2022. The Company has entered into a written trading plan under Rule 10b5-1 of the Exchange Act to facilitate repurchases under the Program. The Program may be suspended or discontinued at any time and is funded using the Company's available cash, cash equivalents and short-term investments. Under the Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations. During the three and six months ended April 3, 2021, the Company repurchased a total of approximately 23.0 thousand and 71.0 thousand shares of common stock under the Program at a cost of approximately $1.1 million and $2.3 million, respectively. The stock repurchases were recorded in the periods they were delivered and accounted for as treasury stock in the Company's Consolidated Condensed Balance Sheet. The Company records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid-in capital. If the Company reissues treasury stock at an amount below its acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference between acquisition cost and the reissue price, this difference is recorded against retained earnings. As of April 3, 2021, our remaining stock repurchase authorization under the Program was approximately $139.8 million. Dividends On March 5, 2021, and December 10, 2020, the Board of Directors declared a quarterly dividend of $0.14 per share of common stock. Dividends paid during the three and six months ended April 3, 2021 totaled $8.7 million and $16.1 million, respectively. The declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on the Company's financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that such dividends are in the best interests of the Company's shareholders. Accumulated Other Comprehensive Income The following table reflects accumulated other comprehensive income/ loss reflected on the Consolidated Condensed Balance Sheets as of April 3, 2021 and October 3, 2020:
| As of
(in thousands) | April 3, 2021 |  | October 3, 2020
Gain from foreign currency translation adjustments | $ | 1,996 |  |  | $ | 10 |
Unrecognized actuarial loss on pension plan, net of tax | (3,008) |  |  | (3,088) |
Unrealized gain on hedging | 13 |  |  | 557 |
Accumulated other comprehensive loss | $ | (999) |  |  | $ | (2,521) |
Equity-Based Compensation The Company has a stockholder-approved equity-based compensation plan, the 2021 Omnibus Incentive Plan (the “Plan”) from which employees and directors receive grants. As of April 3, 2021, 3.8 million shares of common stock are available for grant to the Company's employees and directors under the Plan. •Relative TSR Performance Share Units (“Relative TSR PSUs”) entitle the employee to receive common shares of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), if market performance objectives which measure relative total shareholder return (“TSR”) are attained. Relative TSR is calculated based upon the 90-calendar day average price at the end of the performance period of the Company's stock as compared to specific peer companies that comprise the GICS (45301020) Semiconductor Index. TSR is measured for the Company and each peer company over a performance period, which is generally three years. Vesting percentages range from 0% to 200% of awards granted. The provisions of the Relative TSR PSUs are reflected in the grant date fair value of the award; therefore, compensation expense is recognized regardless of whether the market condition is ultimately satisfied. Compensation expense is reversed if the award is forfeited prior to the vesting date. •Revenue Growth Performance Share Units (“Growth PSUs”) entitle the employee to receive common shares of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), based on organic revenue growth objectives and relative growth performance against named competitors as set by the Management Development and Compensation Committee (“MDCC”) of the Company's the Board of Directors. Organic revenue growth is calculated by averaging revenue growth (net of revenues from acquisitions) over a performance period, which is generally three years. Revenues from acquisitions will be included in the calculation after four fiscal quarters after acquisition. Any portion of the grant that does not meet the revenue growth objectives and relative growth performance is forfeited. Vesting percentages range from 0% to 200% of awards granted. •In general, stock options and Time-based Restricted Share Units ("Time-based RSUs") awarded to employees vest ratably over a three-year period on the anniversary of the grant date provided the employee remains employed by the Company. The Company follows the non-substantive vesting method for stock options and recognizes compensation expense immediately for awards granted to retirement eligible employees, or over the period from the grant date to the date retirement eligibility is achieved. Equity-based compensation expense recognized in the Consolidated Condensed Statements of Operations for the three and six months ended April 3, 2021 and March 28, 2020 was based upon awards ultimately expected to vest, with forfeitures accounted for when they occur. The following table reflects Time-based RSUs, Relative TSR PSUs, Growth PSUs and common stock granted during the three and six months ended April 3, 2021 and March 28, 2020:
| Three months ended |  | Six months ended
(shares in thousands) | April 3, 2021 |  | March 28, 2020 |  | April 3, 2021 |  | March 28, 2020
Time-based RSUs | 8 |  |  | 2 |  |  | 484 |  |  | 477 |
Relative TSR PSUs | — |  |  | 1 |  |  | 154 |  |  | 158 |
Growth PSUs | — |  |  | — |  |  | 51 |  |  | 73 |
Common stock | 7 |  |  | 8 |  |  | 15 |  |  | 17 |
Equity-based compensation in shares | 15 |  |  | 11 |  |  | 704 |  |  | 725 |
The following table reflects total equity-based compensation expense, which includes Time-based RSUs, Relative TSR PSUs, Growth PSUs and common stock, included in the Consolidated Condensed Statements of Operations during the three and six months ended April 3, 2021 and March 28, 2020:
| Three months ended |  | Six months ended
(in thousands) | April 3, 2021 |  | March 28, 2020 |  | April 3, 2021 |  | March 28, 2020
Cost of sales | $ | 210 |  |  | $ | 183 |  |  | $ | 415 |  |  | $ | 415 |
Selling, general and administrative | 2,824 |  |  | 2,695 |  |  | 5,103 |  |  | 5,430 |
Research and development | 929 |  |  | 844 |  |  | 1,846 |  |  | 1,486 |
Total equity-based compensation expense | $ | 3,963 |  |  | $ | 3,722 |  |  | $ | 7,364 |  |  | $ | 7,331 |
The following table reflects equity-based compensation expense, by type of award, for the three and six months ended April 3, 2021 and March 28, 2020:
| Three months ended |  | Six months ended
(in thousands) | April 3, 2021 |  | March 28, 2020 |  | April 3, 2021 |  | March 28, 2020
Time-based RSUs | $ | 2,566 |  |  | $ | 2,349 |  |  | $ | 5,201 |  |  | $ | 4,764 |
Relative TSR PSUs | 989 |  |  | 896 |  |  | 2,031 |  |  | 1,302 |
Growth PSUs | 223 |  |  | 255 |  |  | (238) |  |  | 821 |
Common stock | 185 |  |  | 222 |  |  | 370 |  |  | 444 |
Total equity-based compensation expense | $ | 3,963 |  |  | $ | 3,722 |  |  | $ | 7,364 |  |  | $ | 7,331 |

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration