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SHAREHOLDERS' EQUITY AND EMPLOYEE BENEFIT PLANS | 6 Months Ended
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Apr. 02, 2022
Share-based Payment Arrangement [Abstract] |
SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS | 10. SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS 401(k) Retirement Income Plans 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 Plan. The following table reflects the Company’s contributions to the Plan during the three and six months ended April 2, 2022 and April 3, 2021:
| Three months ended |  | Six months ended
(in thousands) | April 2, 2022 |  | April 3, 2021 |  | April 2, 2022 |  | April 3, 2021
Cash | $ | 496 |  |  | $ | 447 |  |  | $ | 1,004 |  |  | $ | 866 |
Share 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, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million, and $400 million, respectively. On March 3, 2022, the Board of Directors further increased the share repurchase authorization under the Program by an additional $400 million to $800 million, and extended its duration through August 1, 2025. 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 2, 2022, the Company repurchased a total of approximately 494.0 thousand and 770.0 thousand shares of common stock under the Program at a cost of approximately $26.2 million and $41.5 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 Sheets. The Company records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon re-issuance 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. Accelerated Share Repurchase (“ASR”) In addition to the 494.0 thousand shares of common stock repurchased under the Program during the three months ended April 2, 2022, on March 9, 2022, the Company entered into an ASR agreement with an investment bank counterparty (“Dealer”) to repurchase $150 million of the Company's common stock. The ASR agreement was entered into pursuant to the Company's current $800 million share repurchase authorization. Under the ASR agreement, the Company made an up-front payment of $150 million to the Dealer and received an initial delivery of 2,449.9 thousand shares of common stock at a cost of approximately $120 million on March 10, 2022. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company's common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement. This is evaluated as an unsettled forward contract indexed to the Company's own stock, with $30 million classified within common stock. At settlement, the Dealer may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the Dealer. The terms of the accelerated share repurchases under the ASR Agreement are subject to adjustment if the Company enters into or announces certain types of transactions or takes certain corporate actions. As of April 2, 2022, our remaining stock repurchase authorization under the Program was approximately $370.4 million. Dividends On October 18, 2021, the Board of Directors declared a quarterly dividend of $0.17 per share of common stock. Dividends paid during the three and six months ended April 2, 2022 totaled $10.6 million and $19.3 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 Loss The following table reflects accumulated other comprehensive loss reflected on the Consolidated Condensed Balance Sheets as of April 2, 2022 and October 2, 2021:
| As of
(in thousands) | April 2, 2022 |  | October 2, 2021
(Loss)/gain from foreign currency translation adjustments | $ | (5,334) |  |  | $ | 682 |
Unrecognized actuarial loss on pension plan, net of tax | (3,107) |  |  | (3,088) |
Unrealized gain/(loss) on hedging | 72 |  |  | (616) |
Accumulated other comprehensive loss | $ | (8,369) |  |  | $ | (3,022) |
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 2, 2022, 3.3 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 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 2, 2022 and April 3, 2021 was based upon awards ultimately expected to vest, with forfeiture 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 2, 2022 and April 3, 2021:
| Three months ended |  | Six months ended
(shares in thousands) | April 2, 2022 |  | April 3, 2021 |  | April 2, 2022 |  | April 3, 2021
Time-based RSUs | 7 |  |  | 8 |  |  | 302 |  |  | 484 |
Relative TSR PSUs | 4 |  |  | — |  |  | 154 |  |  | 154 |
Growth PSUs | 3 |  |  | — |  |  | 77 |  |  | 51 |
Common stock | 4 |  |  | 7 |  |  | 8 |  |  | 15 |
Equity-based compensation in shares | 18 |  |  | 15 |  |  | 541 |  |  | 704 |
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 2, 2022 and April 3, 2021:
| Three months ended |  | Six months ended
(in thousands) | April 2, 2022 |  | April 3, 2021 |  | April 2, 2022 |  | April 3, 2021
Cost of sales | $ | 308 |  |  | $ | 210 |  |  | $ | 534 |  |  | $ | 415 |
Selling, general and administrative | 3,296 |  |  | 2,824 |  |  | 7,252 |  |  | 5,103 |
Research and development | 1,092 |  |  | 929 |  |  | 2,222 |  |  | 1,846 |
Total equity-based compensation expense | $ | 4,696 |  |  | $ | 3,963 |  |  | $ | 10,008 |  |  | $ | 7,364 |
The following table reflects equity-based compensation expense, by type of award, for the three and six months ended April 2, 2022 and April 3, 2021:
| Three months ended |  | Six months ended
(in thousands) | April 2, 2022 |  | April 3, 2021 |  | April 2, 2022 |  | April 3, 2021
Time-based RSUs | $ | 3,022 |  |  | $ | 2,566 |  |  | $ | 5,918 |  |  | $ | 5,201 |
Relative TSR PSUs | 1,074 |  |  | 989 |  |  | 1,987 |  |  | 2,031 |
Growth PSUs | 363 |  |  | 223 |  |  | 1,628 |  |  | (238) |
Common stock | 237 |  |  | 185 |  |  | 475 |  |  | 370 |
Total equity-based compensation expense | $ | 4,696 |  |  | $ | 3,963 |  |  | $ | 10,008 |  |  | $ | 7,364 |

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- 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
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