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STOCKHOLDERS' EQUITY: | 12 Months Ended
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Mar. 31, 2021
Equity [Abstract] |
STOCKHOLDERS' EQUITY: | STOCKHOLDERS' EQUITY: The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $1.00 par value preferred stock. The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued. Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences. The Company currently has no plans for the issuance of any shares of preferred stock. On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on November 3, 2020. On that date, the board of directors extended the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2022. During the fiscal year ended March 31, 2021, the Company repurchased 1.3 million shares of its common stock for $42.3 million under the stock repurchase program. During the fiscal year ended March 31, 2020, the Company repurchased 4.4 million shares of its common stock for $182.2 million under the stock repurchase program. During the fiscal year ended March 31, 2019, the Company repurchased 2.4 million shares of its common stock for $74.4 million under the stock repurchase program. Through March 31, 2021, the Company has repurchased 28.2 million shares of its stock for $673.6 million, leaving remaining capacity of $326.4 million under the stock repurchase program. On October 25, 2018, the board of directors authorized a Dutch auction tender offer to purchase shares of its outstanding common stock at an initial aggregate purchase price not to exceed $500 million, plus up to 2% of the Company's outstanding shares of common stock in accordance with the rules and regulations of the SEC. On December 13, 2018, the Company accepted for purchase 11.2 million shares of its common stock at a price of $44.50 per share, for an aggregate cost of $503.4 million, including fees and expenses. These shares represented approximately 14.2% of the shares outstanding. The Company paid no dividends on its common stock for any of the years reported. Stock-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 39.1 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At March 31, 2021, there were a total of 5.2 million shares available for future grants under the plans. During the fiscal year ended March 31, 2019, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan to increase the number of shares available under the plan from 32.9 million shares at March 31, 2018 to 37.9 million shares at March 31, 2019, bringing the total number of shares reserved for issuance since inception of all plans from 34.5 million shares at March 31, 2018 to 42.3 million shares beginning in the quarter ended September 30, 2018. The amendment received shareholder approval at the September 20, 2018 annual shareholders' meeting. Stock-based Compensation Expense The Company's stock-based compensation activity for the twelve months ended March 31, 2021, 2020, and 2019, by award type, was (dollars in thousands):
|  | For the twelve months ended
|  | March 31,
|  | 2021 |  | 2020 |  | 2019
Stock options |  | $ | 2,308 |  |  | $ | 3,675 |  |  | $ | 3,291 |
Restricted stock units |  | 78,164 |  |  | 55,543 |  |  | 67,015 |
Arbor acquisition consideration holdback |  | — |  |  | 2,553 |  |  | 15,316 |
DPM acquisition consideration holdback |  | 8,030 |  |  | 6,185 |  |  | — |
PDP assumed performance plan |  | 18,388 |  |  | 20,332 |  |  | 15,758 |
Acuity performance plan |  | 2,208 |  |  | — |  |  | — |
DataFleets acquisition consideration holdback |  | 755 |  |  | — |  |  | — |
Other stock-based compensation |  | 1,854 |  |  | 1,159 |  |  | 1,342 |
Total non-cash stock-based compensation included in the consolidated statements of operations |  | 111,707 |  |  | 89,447 |  |  | 102,722 |
Less expense related to liability-based equity awards |  | (27,311) |  |  | (24,228) |  |  | (14,239) |
Total non-cash stock-based compensation included in the consolidated statements of equity |  | $ | 84,396 |  |  | $ | 65,219 |  |  | $ | 151,344 |
The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):
|  | For the twelve months ended
|  | March 31,
|  | 2021 |  | 2020 |  | 2019
Cost of revenue |  | $ | 5,300 |  |  | $ | 3,769 |  |  | $ | 4,708 |
Research and development |  | 38,960 |  |  | 23,260 |  |  | 28,225 |
Sales and marketing |  | 40,401 |  |  | 38,026 |  |  | 43,971 |
General and administrative |  | 27,046 |  |  | 24,392 |  |  | 25,818 |
Total non-cash stock-based compensation included in the consolidated statements of operations |  | $ | 111,707 |  |  | $ | 89,447 |  |  | $ | 102,722 |
In March 2021 and March 2019, the Company accelerated the vesting of certain time-vesting restricted stock units that would have otherwise vested over the following six months, respectively, to take advantage of significant cash tax savings opportunities. •In March 2021, this resulted in the vesting of time-vesting and performance-based restricted stock units covering approximately 0.7 million shares of common stock. The Company recognized $21.4 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $21.4 million compensation costs, $8.4 million represented incremental compensation cost due to the modification and $13.0 million represented accelerated original grant date fair value compensation cost. •In March 2019, this resulted in the vesting of time-vesting restricted stock units covering approximately 0.5 million shares of common stock. The Company recognized $19.8 million of compensation costs related to the accelerated vesting and release of these units, which is included in loss from operations in the consolidated statement of operations. Of the $19.8 million compensation costs, $14.3 million represented incremental compensation cost due to the modification and $5.5 million represented accelerated original grant date fair value compensation cost. The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2021, by award type (dollars in thousands).
|  | For the years ending March 31,
|  | 2022 |  | 2023 |  | 2024 |  | 2025 |  | Total
Stock options |  | $ | 1,955 |  |  | $ | 1,212 |  |  | $ | 720 |  |  | $ | 158 |  |  | $ | 4,045 |
Restricted stock units |  | 44,902 |  |  | 46,799 |  |  | 27,540 |  |  | 8,218 |  |  | 127,459 |
DPM acquisition consideration holdback |  | 8,123 |  |  | 2,031 |  |  | — |  |  | — |  |  | 10,154 |
PDP assumed performance plan |  | 9,194 |  |  | — |  |  | — |  |  | — |  |  | 9,194 |
Acuity performance plan |  | 1,912 |  |  | 814 |  |  | 165 |  |  | — |  |  | 2,891 |
DataFleets acquisition consideration holdback |  | 6,043 |  |  | 6,043 |  |  | 5,287 |  |  | — |  |  | 17,373 |
Other stock-based compensation |  | 354 |  |  | — |  |  | — |  |  | — |  |  | 354 |
|  | $ | 72,483 |  |  | $ | 56,899 |  |  | $ | 33,712 |  |  | $ | 8,376 |  |  | $ | 171,470 |
Stock Options Activity of Continuing Operations In February 2021, in connection with the acquisition of DataFleets, the Company replaced all unvested outstanding stock options held by DataFleets associates immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 42,154 replacement options at a weighted-average exercise price of $0.70 per share. The acquisition-date fair value of the replacement stock options was $2.9 million and was determined using a binomial lattice model. All of the replacement options require post-combination service. As a result, the $2.9 million acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement options. In fiscal 2020, in connection with the acquisition of DPM, the Company replaced all outstanding stock options held by DPM associates immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 162,481 replacement options at a weighted-average exercise price of $1.64 per share. The acquisition-date fair value of the replacement stock options was $7.4 million and was determined using a binomial lattice model. $2.3 million of the acquisition-date fair value of the replacement options was calculated and identified as consideration transferred in the DPM acquisition. The remaining $5.1 million acquisition-date fair value is considered future compensation costs and will be recognized as stock-based compensation cost over the remaining service period. Stock option activity for the twelve months ended March 31, 2021 was:
|  |  |  |  |  | Weighted-average |  |
|  |  |  | Weighted-average |  | remaining |  | Aggregate
|  | Number of |  | exercise price |  | contractual term |  | Intrinsic value
|  | shares |  | per share |  | (in years) |  | (in thousands)
Outstanding at March 31, 2020 |  | 1,350,658 |  |  | $ | 14.43 |  |  |  |  |
DataFleets replacement stock options issued |  | 42,154 |  |  | $ | 0.70 |  |  |  |  |
Exercised |  | (538,798) |  |  | $ | 12.16 |  |  |  |  | $ | 23,227 |
Forfeited or canceled |  | (9,969) |  |  | $ | 4.14 |  |  |  |  |
Outstanding at March 31, 2021 |  | 844,045 |  |  | $ | 15.31 |  |  | 3.4 |  | $ | 30,863 |
Exercisable at March 31, 2021 |  | 776,744 |  |  | $ | 16.53 |  |  | 3.0 |  | $ | 27,454 |
The aggregate intrinsic value for options exercised in fiscal 2021, 2020, and 2019 was $23.2 million, $6.7 million, and $35.3 million, respectively. The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between LiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on March 31, 2021. This amount changes based upon changes in the fair market value of LiveRamp’s common stock. A summary of stock options outstanding and exercisable as of March 31, 2021 was:
|  |  |  |  |  | Options outstanding |  | Options exercisable
Range of |  |  |  | Weighted-average |  | Weighted-average |  |  |  | Weighted-average
exercise price |  | Options |  | remaining |  | exercise price |  | Options |  | exercise price
per share |  | outstanding |  | contractual life |  | per share |  | exercisable |  | per share
$ | 0.61 |  |  | — |  | $ | 9.99 |  |  | 152,105 |  |  | 5.7 years |  | $ | 1.30 |  |  | 84,804 |  |  | $ | 1.36 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | 346,807 |  |  | 2.7 years |  | $ | 15.50 |  |  | 346,807 |  |  | $ | 15.50 |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 345,133 |  |  | 3.1 years |  | $ | 21.31 |  |  | 345,133 |  |  | $ | 21.31 |
|  |  |  |  |  | 844,045 |  |  | 3.4 years |  | $ | 15.31 |  |  | 776,744 |  |  | $ | 16.53 |
Fiscal 2019 Restricted Stock Unit Activity Related to Disposition of AMS Performance-based Restricted Stock Unit Conversions In conjunction with the disposition of AMS, the Company converted its outstanding TSR-based performance restricted stock units ("PSUs") to time-vesting restricted stock units ("RSUs"). On the conversion date, the performance period was truncated and attainment measured, resulting in conversion of the PSUs to RSUs at a 200% conversion rate. Each converted RSU held by an AMS associate was vested immediately. The remaining converted RSUs will cliff vest on the same date as the original PSU performance period maturity date. Share activity related to these conversions was:
|  |  |  | Continuing Operations |  | Discontinued Operations |  | Total Continuing and Discontinued Operations
TSR-based performance restricted stock units converted to time-based restricted stock units, by fiscal year granted: |  | Original Performance Maturity Date: |  |  |  |  |  |
Fiscal 2017 PSU |  | 3/31/2019 |  | (168,378) |  |  | (46,218) |  |  | (214,596) |
Fiscal 2018 PSU |  | 3/31/2020 |  | (148,963) |  |  | (36,815) |  |  | (185,778) |
Fiscal 2019 PSU |  | 3/31/2021 |  | (186,539) |  |  | (30,188) |  |  | (216,727) |
Totals |  |  |  | (503,880) |  |  | (113,221) |  |  | (617,101) |
Time-based restricted stock units converted from TSR-based performance restricted stock units |  | RSU Cliff Vest Date (Continuing Ops Only): |  |  |  |  |  |
Fiscal 2017 PSU |  | 3/31/2019 |  | 336,756 |  |  | 92,436 |  |  | 429,192 |
Fiscal 2018 PSU |  | 3/31/2020 |  | 297,926 |  |  | 73,630 |  |  | 371,556 |
Fiscal 2019 PSU |  | 3/31/2021 |  | 373,078 |  |  | 60,376 |  |  | 433,454 |
Totals |  |  |  | 1,007,760 |  |  | 226,442 |  |  | 1,234,202 |
The Company recognized both incremental and accelerated compensation costs due to the modification in the consolidated statement of operations related to the PSU conversions. The impact on compensation costs was (dollars in thousands):
|  | Continuing Operations |  | Discontinued Operations |  | Total Continuing and Discontinued Operations
Incremental compensation costs |  | $ | 7,179 |  |  | $ | 1,599 |  |  | $ | 8,778 |
Accelerated compensation costs of original grant date fair value related to immediate vesting of converted PSUs of AMS associates |  | $ | — |  |  | $ | 1,607 |  |  | $ | 1,607 |
AMS RSU Accelerations In conjunction with the disposition of AMS, the Company accelerated the vesting of substantially all outstanding RSUs of AMS associates to the date of disposition, including converted PSU shares, resulting in the release of RSUs covering 1,187,344 shares of common stock. The Company recognized $54.0 million of compensation costs related to the accelerated vesting and release of these units, which is included in net earnings from discontinued operations, net of tax in the consolidated statement of operations. Of the $54.0 million of compensation costs, $27.0 million represented incremental compensation cost and $27.0 million represented accelerated original grant date fair value compensation cost. Restricted Stock Unit Activity of Continuing Operations Time-vesting restricted stock units ("RSUs") - During the twelve months ended March 31, 2021, the Company granted time-vesting RSUs covering 2,228,445 shares of common stock and having a fair value at the date of grant of $99.8 million. The RSUs granted in the current year primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in the current fiscal year were units related to the DataFleets acquisition. Following the closing of the DataFleets acquisition, the Company granted new awards of RSUs covering 193,595 shares of common stock, and having a grant date fair value of $13.5 million, to select employees and contractors to induce them to accept employment with the Company. During fiscal 2020, the Company granted time-vesting RSUs covering 1,697,506 shares of common stock and having a fair value at the date of grant of $85.6 million. The RSUs granted in fiscal 2020 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2020 were units related to the DPM acquisition. Following the closing of the DPM acquisition, the Company granted new awards of RSUs covering 155,346 shares of common stock, and having a grant date fair value of $7.3 million to select employees to induce them to accept employment with the Company. During fiscal 2019, the Company granted time-vesting RSUs covering 1,939,746 shares of common stock with a fair value at the date of grant of $69.5 million. Of the RSUs granted in fiscal 2019, 1,856,444 vest over four years and 83,302 vest over one year. RSU activity for the twelve months ended March 31, 2021 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2020 |  | 3,351,638 |  |  | $ | 40.68 |  |  | 2.51
Granted |  | 2,228,445 |  |  | $ | 44.77 |  |  |
Vested |  | (1,587,963) |  |  | $ | 37.23 |  |  |
Units vested under the Company's March 2021 acceleration plan |  | (700,936) |  |  | $ | 40.37 |  |  |
Forfeited or canceled |  | (598,941) |  |  | $ | 41.67 |  |  |
Outstanding at March 31, 2021 |  | 2,692,243 |  |  | $ | 45.96 |  |  | 2.76
The total fair value of RSUs vested during the twelve months ended March 31, 2021, 2020, and 2019 was $126.9 million, $59.8 million, and $93.1 million, respectively and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested. Performance-based restricted stock units ("PSUs") - Fiscal 2021 plans: During the twelve months ended March 31, 2021, the Company granted PSUs covering 246,524 shares of common stock having a fair value at the date of grant of $10.7 million. The grants were made under two separate performance plans. Under the first performance plan, units covering 73,950 shares of common stock were granted having a fair value at the date of grant of $4.2 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2020 to March 31, 2023. Under the second performance plan, units covering 172,574 shares of common stock were granted having a fair value at the date of grant of $6.5 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2020 to March 31, 2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2021 and continuing through the end of the performance period. To the extent that shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval, except that all earned but unvested shares will vest fully at the end of the measurement period. Fiscal 2020 plans: During fiscal 2020, the Company granted PSUs covering 202,818 shares of common stock having a fair value at the date of grant of $12.3 million. The grants were made under two separate performance plans. Under the first performance plan, units covering 60,844 shares of common stock were granted having a fair value at the date of grant of $4.4 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2019 to March 31, 2022. Under the second performance plan, units covering 141,974 shares of common stock were granted having a fair value at the date of grant of $7.9 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee of the board of directors. •82,494 units may vest in a number of shares from 0% to 200% of the award, based on attainment of the Company's three-year revenue compound annual growth rate target for the period from April 1, 2019 to March 31, 2022. •59,480 units vest based on attainment of the year-over-year revenue growth targets for the annual period from April 1, 2019 to March 31, 2020. The 59,480 units reached maturity of the relevant performance period at March 31, 2020. During the first quarter of fiscal 2021, the compensation committee approved the final performance attainment of 164% resulting in an additional award of 38,063 units (for a total earned amount of 97,543 units). Of the earned amount, one-third vested immediately, while the remaining two-thirds will vest in equal increments in first quarters of fiscal years 2022 and 2023. Fiscal 2019 plans: During fiscal 2019, the Company granted PSUs covering 534,438 shares of common stock having a fair value at the date of grant of $22.0 million. The grants were made under two separate performance plans. Under the first performance plan, units covering 186,539 shares of common stock were granted having a fair value at the date of grant of $5.8 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee and continuous employment through the vesting date. The 186,539 units may vest in a number of shares from 25% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2018 to March 31, 2021. All of these awards were converted to RSUs at the time of the AMS disposition. Under the second performance plan, units covering 347,899 shares of common stock were granted having a fair value at the date of grant of $16.2 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee for the period October 1, 2018 to September 30, 2022. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of revenue growth and margin targets. Of the earned units, one-half vests immediately, while the remaining one-half vests one year later. Vesting is evaluated and performance measured on a quarterly basis, which began with the period ended June 30, 2020. Through the quarter ended March 31, 2021, the compensation committee has approved quarterly performance measurements totaling 57% attainment. Net of forfeitures, this resulted in a total of 177,181 units being earned under the plan. As of March 31, 2021, there remains a maximum potential of 432,652 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through September 30, 2022. PSU activity for the twelve months ended March 31, 2021 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2020 |  | 545,446 |  |  | $ | 51.01 |  |  | 2.24
Granted |  | 246,524 |  |  | $ | 43.40 |  |  |
Additional earned performance shares |  | 38,063 |  |  | $ | 55.48 |  |  |
Vested |  | (122,573) |  |  | $ | 48.86 |  |  |
Units vested under the Company's March 2021 acceleration plan |  | (39,344) |  |  | $ | 49.14 |  |  |
Forfeited or canceled |  | (36,247) |  |  | $ | 35.42 |  |  |
Outstanding at March 31, 2021 |  | 631,869 |  |  | $ | 49.74 |  |  | 1.54
The total fair value of PSUs vested in the twelve months ended March 31, 2021 and 2020 was $8.4 million and $2.2 million, respectively, and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested. Stock-based Compensation Expense Related to Discontinued Operations Total stock-based compensation expense related to discontinued operations for fiscal 2019 was $62.9 million and is included in non-cash stock-based compensation in the consolidated statements of equity. Acquisition-related Performance Plan As part of the Company's fiscal 2021 acquisition of Acuity Data, the Company will be obligated to pay up to an additional $5.1 million, settled in a variable number of shares of Company stock, and subject to certain performance conditions and continued employment of each participant. Performance will be measured and vesting evaluated in three annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Through March 31, 2021, the Company had recognized a total of $2.2 million related to the plan. At March 31, 2021, the recognized, but unpaid, balance in other accrued expense in the consolidated balance sheet was $2.2 million. The first annual settlement is expected to occur in the second quarter of fiscal 2022. Consideration Holdback As part of the Company's fiscal 2021 acquisition of DataFleets, $18.1 million of the acquisition consideration otherwise payable with respect to shares of DataFleets common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DataFleets key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2021, the Company had recognized a total of $0.8 million related to the DataFleets consideration holdback. At March 31, 2021, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the consolidated balance sheet was $0.8 million. The first annual settlement is expected to occur in the fourth quarter of fiscal 2022. As part of the Company's fiscal 2020 acquisition of Data Plus Math ("DPM"), $24.4 million of the acquisition consideration otherwise payable with respect to shares of DPM common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DPM key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2021, the Company had recognized a total of $14.2 million related to the DPM consideration holdback. At March 31, 2021, the recognized, but unpaid, balance related to the DPM consideration holdback in other accrued expenses in the consolidated balance sheet was $6.1 million. The next annual settlement is expected to occur at the end of the first quarter of fiscal 2022. Pacific Data Partners ("PDP") Assumed Performance Plan In connection with the fiscal 2018 acquisition of PDP, the Company assumed the outstanding performance compensation plan under the PDP 2018 Equity Compensation Plan ("PDP PSU plan"). During fiscal 2020, the Company converted the outstanding PDP PSU plan to a time-vesting restricted stock plan ("PDP RSU plan"). Through March 31, 2021, the Company has recognized a total of $56.4 million related to the PDP RSU plan. At March 31, 2021, the recognized, but unpaid, balance related to the liability-classified PDP RSU plan in other accrued expenses in the consolidated balance sheet was $0.0 million. The final annual settlement is expected to occur in the fourth quarter of fiscal 2022. Qualified Employee Stock Purchase Plan In addition to the stock-based compensation plans, the Company maintains a qualified employee stock purchase plan (“ESPP”) that permits substantially all employees to purchase shares of common stock at a discount from the market price. At March 31, 2021, there were approximately 0.4 million shares available for issuance under the ESPP, including 0.1 million shares subject to purchase in the current purchase period. During the combined fiscal years of 2021, 2020, and 2019, 200,683 shares were purchased under the plan. The total expense to the Company, representing the discount to the market price, for fiscal 2021, 2020, and 2019 was approximately $1.0 million, $0.5 million, and $0.4 million, respectively. Accumulated Other Comprehensive Income Accumulated other comprehensive income accumulated balances of $7.5 million and $5.7 million at March 31, 2021 and March 31, 2020, respectively, reflect accumulated foreign currency translation adjustments.

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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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