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SHAREHOLDERS' EQUITY AND EMPLOYEE BENEFIT PLANS | 9 Months Ended
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Jun. 29, 2024
Share-Based Payment Arrangement [Abstract] |
SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS | 10. SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS 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. On November 17, 2023, the Company modified its written trading plan under Rule 10b5-1 of the Exchange Act, such plan as first entered into on May 7, 2022, to facilitate repurchases under the Program. The modified plan permits the purchase of up to approximately $169 million of the Company’s common stock from November 20, 2023 through August 1, 2025. 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 nine months ended June 29, 2024, the Company repurchased a total of approximately 934.3 thousand and 2,244.5 thousand shares of common stock under the Program at a cost of approximately $44.0 million and $108.1 million, respectively. The stock repurchases were recorded in the periods the repurchased shares 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. As of June 29, 2024, our remaining stock repurchase authorization under the Program was approximately $72.9 million. Dividends On November 15, 2023, the Board of Directors declared a quarterly dividend of $0.20 per share of common stock. Dividends paid during the three and nine months ended June 29, 2024 totaled $11.2 million and $33.2 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 June 29, 2024 and September 30, 2023:
| As of
(in thousands) | June 29, 2024 |  | September 30, 2023
Loss from foreign currency translation adjustments | $ | (18,093) |  |  | $ | (20,178) |
Unrecognized actuarial loss on pension plan, net of tax | (875) |  |  | (861) |
Unrealized loss on hedging | (841) |  |  | (723) |
Accumulated other comprehensive loss | $ | (19,809) |  |  | $ | (21,762) |
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 June 29, 2024, 1.8 million shares of common stock are available for grant to the Company’s employees and directors under the Plan. •Relative Total Shareholder Return Performance Share Units (“Relative TSR PSUs”) entitle the employee to receive common stock 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 the relative 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 stock 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, 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. Equity-based compensation expense recognized in the Consolidated Condensed Statements of Operations for the three and nine months ended June 29, 2024 and July 1, 2023 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 nine months ended June 29, 2024 and July 1, 2023:
| Three months ended |  | Nine months ended
(shares in thousands) | June 29, 2024 |  | July 1, 2023 |  | June 29, 2024 |  | July 1, 2023
Time-based RSUs | 4 |  |  | — |  |  | 506 |  |  | 512 |
Relative TSR PSUs | 1 |  |  | — |  |  | 232 |  |  | 186 |
Growth PSUs | — |  |  | — |  |  | 49 |  |  | 92 |
Common stock | 6 |  |  | 5 |  |  | 19 |  |  | 17 |
Equity-based compensation in shares | 11 |  |  | 5 |  |  | 806 |  |  | 807 |
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 nine months ended June 29, 2024 and July 1, 2023:
| Three months ended |  | Nine months ended
(in thousands) | June 29, 2024 |  | July 1, 2023 |  | June 29, 2024 |  | July 1, 2023
Cost of sales | $ | 315 |  |  | $ | 272 |  |  | $ | 1,037 |  |  | $ | 903 |
Selling, general and administrative | 4,300 |  |  | 3,800 |  |  | 14,083 |  |  | 12,398 |
Research and development | 1,748 |  |  | 1,331 |  |  | 5,332 |  |  | 4,002 |
Total equity-based compensation expense | $ | 6,363 |  |  | $ | 5,403 |  |  | $ | 20,452 |  |  | $ | 17,303 |
The following table reflects equity-based compensation expense, by type of award, for the three and nine months ended June 29, 2024 and July 1, 2023:
| Three months ended |  | Nine months ended
(in thousands) | June 29, 2024 |  | July 1, 2023 |  | June 29, 2024 |  | July 1, 2023
Time-based RSUs | $ | 4,327 |  |  | $ | 3,560 |  |  | $ | 13,340 |  |  | $ | 10,758 |
Relative TSR PSUs | 1,484 |  |  | 1,252 |  |  | 4,317 |  |  | 3,697 |
Growth PSUs | 237 |  |  | 354 |  |  | 1,850 |  |  | 2,137 |
Common stock | 315 |  |  | 237 |  |  | 945 |  |  | 711 |
Total equity-based compensation expense | $ | 6,363 |  |  | $ | 5,403 |  |  | $ | 20,452 |  |  | $ | 17,303 |

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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 -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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