SHAREHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2022

Stockholders Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 16 — SHAREHOLDERS’ EQUITY

Share Repurchase Program and Treasury Stock

In 2011 and 2012, Orion’s Board approved several share repurchase programs authorizing Orion to repurchase in aggregate up to a maximum of $7.5 million of Orion's outstanding common stock. As of March 31, 2022, Orion had repurchased 3,022,349 shares of common stock at a cost of $6.8 million under these programs. Orion did not repurchase any shares in fiscal 2022, fiscal 2021 or fiscal 2020 and currently does not intend to repurchase any additional common stock under this program in the near-term.

Shareholder Rights Plan

On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated as of January 7, 2009 and extended its terms by three years to January 7, 2022. In December 2021, Orion’s Board of Directors announced that it had decided to allow the Rights Agreement to terminate and expire by its terms on January 7, 2022.

Employee Stock Purchase Plan

In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $20,000 of Orion’s common stock at a purchase price equal to 100% of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter. Orion had the following shares issued from treasury during fiscal 2022 and fiscal 2021:

	As of March 31, 2022
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2022		439	$		2.80
Quarter Ended December 31, 2021		355			3.62
Quarter Ended September 30, 2021		327			3.89
Quarter Ended June 30, 2021		496			5.73
Total		1,617	$	2.80 - 5.73

	As of March 31, 2021
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2021		359	$		6.90
Quarter Ended December 31, 2020		178	$		9.87
Quarter Ended September 30, 2020		151	$		7.57
Quarter Ended June 30, 2020		458	$		3.46
Total		1,146	$	3.46 - 9.87

Sale of shares

In March 2020, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $100.0 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes.

In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock, having an aggregate offering price of up to $50 million from time to time through or to the Agent, acting as sales agent or principal. No share sales have been effected pursuant to the ATM program through March 31, 2022.