Restricted Stock

12 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

In July 2015, the Company’s 2015 Outside Director Equity Compensation Restricted Stock Plan (“2015 Director Plan”) became effective upon the approval of the plan by the Company’s Shareholders. The 2015 Director Plan authorized 400,000 shares of the Company's common stock available for issuance under the plan and provides for an automatic increase every year in the amount of shares available for issuance under the plan of 10% of the shares authorized under the plan. In July 2016, the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Employee Plan”) became effective upon the approval of the plan by the Company’s Shareholders. The 2016 Employee Plan authorized 1,000,000 shares of the Company's Common stock available for issuance under the plan. In July 2022, the Company’s 2022 Employee Equity Compensation Restricted Stock Plan (“2022 Employee Plan”) became effective upon the approval of the plan by the Company’s shareholders. The 2022 Employee Plan authorized 1,000,000 shares of the Company's common stock available for issuance.The value of the restricted stock is determined based on the market value of the stock at the issuance date. The restriction period or forfeiture period is determined by the Company’s Compensation Committee and is to be no less than 1 year and no more than ten years unless otherwise specified by the Compensation Committee.

The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payment”) (ASU 2016-09). At March 31, 2023, the Company had 960,007 restricted common shares issued under the 2016 Employee Plan and 240,755 restricted common shares issued under the 2015 Director Plan. No shares had been issued under the 2022 Employee Plan as of March 31, 2023. All shares in the 2016 Employee Plan and 2015 Director Plan were issued subject to a restriction or forfeiture period that lapses ratably on the first, second, and third anniversaries of the date of grant, and the fair value of which is being

amortized over a one to three-year restriction period, with the exception of performance restricted shares which were issued to the Chief Executive Officer and Chief Financial Officer.

In August 2021, the Company issued 90,000 restricted shares and 510,000 performance restricted shares to the Company’s CEO, in accordance with the CEO’s employment agreement, under the 2016 Employee Plan. The performance restricted shares are based on achieving absolute stock hurdles within the three-year period from the grant date. If the shares meet the absolute stock price hurdle, they will only vest on the third anniversary of the date of grant. As of March 31, 2023, none of the performance stock hurdles were met.

In August 2022, the Company issued 13,000 restricted shares and 3,000 performance restricted shares to the Company's new CFO, in accordance with the CFO's employment agreement, under the 2016 Employee Plan. The performance restricted shares are based on the attainment of performance criteria equally weighted between adjusted EBITDA and revenue. The shares for each grant will be released from restriction equally over a three year period on the anniversary of the grant date, and in the case of the performance restricted shares, subject to the attainment of performance criteria.

For the fiscal years ended March 31, 2023, 2022, and 2021, the Company recognized compensation expense related to the 2016 Employee Plan and the 2015 Director Plan of $6.6 million, $4.5 million, and $3.3 million, respectively. All stock-based compensation expense is recognized as a payroll-related expense and it is included within the general and administrative expenses line item within the Company’s Consolidated Statements of Income, and the offset is included in the additional paid-in capital line item of the Company’s Consolidated Balance Sheets.

On February 3, 2023, we issued 6,000 shares of our common stock to a consultant pursuant to a consulting agreement in exchange for consulting services. The securities were issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act as a transaction by an issuer not involving any public offering and the standard Securities Act restrictive legend and stop transfer instructions were noted on the stock certificate.

A summary of the Company’s non-vested restricted stock at March 31, 2023 is as follows (in thousands):


	Employee Plan Number of Shares	Director Plan Number of Shares	Both Plans Number of Shares

Non-vested restricted stock outstanding at March 31, 2022	702	69	771

Restricted stock granted	88	39	127

Restricted stock vested	(88)	(30)	(118)

Restricted stock forfeited or expired	(18)	(9)	(27)

Non-vested restricted stock outstanding at March 31, 2023	684	69	753

At March 31, 2023 and 2022, there were 752,829 and 770,652, non-vested restricted shares subject to restriction and forfeiture outstanding, respectively. During the fiscal years ended March 31, 2023 and 2022, the Company issued, net of forfeitures, 99,390 and 709,599 restricted shares, respectively. The weighted-average grant date fair value of restricted shares was $21.57 and $30.47 for fiscal years 2023 and 2022, respectively. The total fair value of restricted shares vested was $2.4 million and $3.0 million for fiscal years 2023 and 2022, respectively. At March 31, 2023 and 2022, there were $9.1 million and $13.4 million of unrecognized compensation costs related to the restricted stock subject to restriction and forfeiture awards, respectively, which

is expected to be recognized over the remaining weighted average restriction and forfeiture period of 1.6 and 2.3 years for fiscal 2023 and 2022, respectively.