UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Quarterly Period Ended June 30, 20222023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Commission file number 001-33887
Orion Energy Systems, Inc.
(Exact name of Registrant as specified in its charter)
Wisconsin | 39-1847269 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) |
2210 Woodland Drive, Manitowoc, Wisconsin | 54220 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (920) (920) 892-9340
Securities registered pursuant to Section 12(b) of the act:
Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered | ||
Common stock, no par value | OESX | The Nasdaq Stock Market LLC (NASDAQ Capital Market) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an "emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer |
|
Non-accelerated filer |
| Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 31,250,07132,502,558 shares of the Registrant’s common stock outstanding on July 29, 2022.August 4, 2023.
ORION ENERGY SYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 20222023
TABLE OF CONTENTS
Page(s) | ||
3 | ||
ITEM 1. | 3 | |
Condensed Consolidated Balance Sheets as of June 30, | 3 | |
4 | ||
5 | ||
6 | ||
7 | ||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
ITEM 3. | 27 | |
ITEM 4. | 27 | |
28 | ||
ITEM 1. | 28 | |
ITEM 1A. | 28 | |
ITEM 2. | 28 | |
ITEM 5. | 28 | |
ITEM 6. | 29 | |
30 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
|
|
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
| June 30, 2022 |
|
| March 31, 2022 |
|
| June 30, 2023 |
|
| March 31, 2023 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 9,424 |
|
| $ | 14,466 |
|
| $ | 8,249 |
|
| $ | 15,992 |
|
Accounts receivable, net |
|
| 11,735 |
|
|
| 11,899 |
|
|
| 14,613 |
|
|
| 13,728 |
|
Revenue earned but not billed |
|
| 1,894 |
|
|
| 2,421 |
|
|
| 1,231 |
|
|
| 1,320 |
|
Inventories, net |
|
| 18,753 |
|
|
| 19,832 |
|
|
| 17,689 |
|
|
| 18,205 |
|
Prepaid expenses and other current assets |
|
| 2,624 |
|
|
| 2,631 |
|
|
| 1,172 |
|
|
| 1,116 |
|
Total current assets |
|
| 44,430 |
|
|
| 51,249 |
|
|
| 42,954 |
|
|
| 50,361 |
|
Property and equipment, net |
|
| 11,061 |
|
|
| 11,466 |
|
|
| 10,534 |
|
|
| 10,470 |
|
Goodwill |
|
| 622 |
|
|
| 350 |
|
|
| 1,484 |
|
|
| 1,484 |
|
Other intangible assets, net |
|
| 2,330 |
|
|
| 2,404 |
|
|
| 5,738 |
|
|
| 6,004 |
|
Deferred tax assets |
|
| 18,783 |
|
|
| 17,805 |
| ||||||||
Other long-term assets |
|
| 3,375 |
|
|
| 3,543 |
|
|
| 3,436 |
|
|
| 3,260 |
|
Total assets |
| $ | 80,601 |
|
| $ | 86,817 |
|
| $ | 64,146 |
|
| $ | 71,579 |
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Accounts payable |
| $ | 7,411 |
|
| $ | 9,855 |
|
| $ | 11,524 |
|
| $ | 13,405 |
|
Accrued expenses and other |
|
| 7,362 |
|
|
| 8,427 |
|
|
| 10,045 |
|
|
| 10,552 |
|
Deferred revenue, current |
|
| 127 |
|
|
| 76 |
|
|
| 732 |
|
|
| 480 |
|
Current maturities of long-term debt |
|
| 16 |
|
|
| 16 |
|
|
| 16 |
|
|
| 17 |
|
Total current liabilities |
|
| 14,916 |
|
|
| 18,374 |
|
|
| 22,317 |
|
|
| 24,454 |
|
Revolving credit facility |
|
| — |
|
|
| — |
|
|
| 10,000 |
|
|
| 10,000 |
|
Long-term debt, less current maturities |
|
| 15 |
|
|
| 19 |
|
|
| — |
|
|
| 3 |
|
Deferred revenue, long-term |
|
| 545 |
|
|
| 564 |
|
|
| 470 |
|
|
| 489 |
|
Other long-term liabilities |
|
| 2,553 |
|
|
| 2,760 |
|
|
| 4,558 |
|
|
| 3,384 |
|
Total liabilities |
|
| 18,029 |
|
|
| 21,717 |
|
|
| 37,345 |
|
|
| 38,330 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at June 30, 2022 and March 31, 2022; 0 shares issued and outstanding at June 30, 2022 and March 31, 2022 |
|
| 0 |
|
|
| 0 |
| ||||||||
Common stock, no par value: Shares authorized: 200,000,000 at June 30, 2022 and March 31, 2022; shares issued: 40,723,299 at June 30, 2022 and 40,570,909 at March 31, 2022; shares outstanding: 31,250,071 at June 30, 2022 and 31,097,872 at March 31, 2022 |
|
| 0 |
|
|
| 0 |
| ||||||||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at |
|
| — |
|
|
| — |
| ||||||||
Common stock, no par value: Shares authorized: 200,000,000 at |
|
| — |
|
|
| — |
| ||||||||
Additional paid-in capital |
|
| 158,727 |
|
|
| 158,419 |
|
|
| 161,095 |
|
|
| 160,907 |
|
Treasury stock, common shares: 9,476,228 at June 30, 2022 and 9,473,037 at March 31, 2022 |
|
| (36,240 | ) |
|
| (36,239 | ) | ||||||||
Treasury stock, common shares: 9,470,985 at June 30, 2023 and 9,471,684 |
|
| (36,236 | ) |
|
| (36,237 | ) | ||||||||
Retained deficit |
|
| (59,915 | ) |
|
| (57,080 | ) |
|
| (98,058 | ) |
|
| (91,421 | ) |
Total shareholders’ equity |
|
| 62,572 |
|
|
| 65,100 |
|
|
| 26,801 |
|
|
| 33,249 |
|
Total liabilities and shareholders’ equity |
| $ | 80,601 |
|
| $ | 86,817 |
|
| $ | 64,146 |
|
| $ | 71,579 |
|
The accompanying notes are an integral part of these Condensed Consolidated Statements.
3
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
|
| Three Months Ended June 30, |
|
| Three Months Ended June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2023 |
|
| 2022 |
| ||||
Product revenue |
| $ | 13,483 |
|
| $ | 28,246 |
|
| $ | 13,671 |
|
| $ | 13,483 |
|
Service revenue |
|
| 4,423 |
|
|
| 6,855 |
|
|
| 3,942 |
|
|
| 4,423 |
|
Total revenue |
|
| 17,906 |
|
|
| 35,101 |
|
|
| 17,613 |
|
|
| 17,906 |
|
Cost of product revenue |
|
| 10,385 |
|
|
| 19,433 |
|
|
| 10,059 |
|
|
| 10,385 |
|
Cost of service revenue |
|
| 3,967 |
|
|
| 5,438 |
|
|
| 4,383 |
|
|
| 3,967 |
|
Total cost of revenue |
|
| 14,352 |
|
|
| 24,871 |
|
|
| 14,442 |
|
|
| 14,352 |
|
Gross profit |
|
| 3,554 |
|
|
| 10,230 |
|
|
| 3,171 |
|
|
| 3,554 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
General and administrative |
|
| 3,754 |
|
|
| 3,111 |
|
|
| 5,739 |
|
|
| 3,754 |
|
Acquisition costs |
|
| 14 |
|
|
| — |
| ||||||||
Acquisition related costs |
|
| 53 |
|
|
| 14 |
| ||||||||
Sales and marketing |
|
| 2,889 |
|
|
| 3,245 |
|
|
| 3,296 |
|
|
| 2,889 |
|
Research and development |
|
| 514 |
|
|
| 456 |
|
|
| 480 |
|
|
| 514 |
|
Total operating expenses |
|
| 7,171 |
|
|
| 6,812 |
|
|
| 9,568 |
|
|
| 7,171 |
|
(Loss) income from operations |
|
| (3,617 | ) |
|
| 3,418 |
| ||||||||
Loss from operations |
|
| (6,397 | ) |
|
| (3,617 | ) | ||||||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Other (expense) income |
|
| (1 | ) |
|
| 1 |
| ||||||||
Other income |
|
| — |
|
|
| (1 | ) | ||||||||
Interest expense |
|
| (17 | ) |
|
| (19 | ) |
|
| (176 | ) |
|
| (17 | ) |
Amortization of debt issue costs |
|
| (15 | ) |
|
| (16 | ) |
|
| (24 | ) |
|
| (15 | ) |
Interest income |
|
| 2 |
|
|
| — |
| ||||||||
Total other expense |
|
| (33 | ) |
|
| (34 | ) |
|
| (198 | ) |
|
| (33 | ) |
(Loss) income before income tax |
|
| (3,650 | ) |
|
| 3,384 |
| ||||||||
Income tax (benefit) expense |
|
| (815 | ) |
|
| 874 |
| ||||||||
Net (loss) income |
| $ | (2,835 | ) |
| $ | 2,510 |
| ||||||||
Basic net (loss) income per share attributable to common shareholders |
| $ | (0.09 | ) |
| $ | 0.08 |
| ||||||||
Loss before income tax |
|
| (6,595 | ) |
|
| (3,650 | ) | ||||||||
Income tax expense |
|
| 42 |
|
|
| (815 | ) | ||||||||
Net loss |
| $ | (6,637 | ) |
| $ | (2,835 | ) | ||||||||
Basic net loss per share attributable to |
| $ | (0.21 | ) |
| $ | (0.09 | ) | ||||||||
Weighted-average common shares outstanding |
|
| 31,138,398 |
|
|
| 30,860,178 |
|
|
| 32,345,823 |
|
|
| 31,138,398 |
|
Diluted net (loss) income per share |
| $ | (0.09 | ) |
| $ | 0.08 |
| ||||||||
Diluted net loss per share |
| $ | (0.21 | ) |
| $ | (0.09 | ) | ||||||||
Weighted-average common shares and share equivalents outstanding |
|
| 31,138,398 |
|
|
| 31,289,924 |
|
|
| 32,345,823 |
|
|
| 31,138,398 |
|
The accompanying notes are an integral part of these Condensed Consolidated Statements.
4
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
(in thousands, except share amounts)
|
| Shareholders’ Equity |
| |||||||||||||||||
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Shares |
|
| Additional Paid-in Capital |
|
| Treasury Stock |
|
| Retained Deficit |
|
| Total Shareholders’ Equity |
| |||||
Balance, March 31, 2022 |
|
| 31,097,872 |
|
| $ | 158,419 |
|
| $ | (36,239 | ) |
| $ | (57,080 | ) |
| $ | 65,100 |
|
Exercise of stock options for cash |
|
| 26,646 |
|
|
| 54 |
|
|
| — |
|
|
| — |
|
|
| 54 |
|
Shares issued under Employee Stock Purchase Plan |
|
| 443 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Stock-based compensation |
|
| 125,744 |
|
|
| 254 |
|
|
| — |
|
|
| — |
|
|
| 254 |
|
Employee tax withholdings on stock-based compensation |
|
| (634 | ) |
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| (2 | ) |
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,835 | ) |
|
| (2,835 | ) |
Balance, June 30, 2022 |
|
| 31,250,071 |
|
| $ | 158,727 |
|
| $ | (36,240 | ) |
| $ | (59,915 | ) |
| $ | 62,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ Equity |
| |||||||||||||||||
|
| Common Stock |
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Shares |
|
| Additional |
|
| Treasury |
|
| Retained |
|
| Total |
| |||||
Balance, March 31, 2023 |
|
| 32,295,408 |
|
| $ | 160,907 |
|
| $ | (36,237 | ) |
| $ | (91,421 | ) |
| $ | 33,249 |
|
Shares issued under Employee Stock Purchase |
|
| 699 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Stock-based compensation |
|
| 206,451 |
|
|
| 188 |
|
|
| — |
|
|
| — |
|
|
| 188 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6,637 | ) |
|
| (6,637 | ) |
Balance, June 30, 2023 |
|
| 32,502,558 |
|
| $ | 161,095 |
|
| $ | (36,236 | ) |
| $ | (98,058 | ) |
| $ | 26,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ Equity |
| |||||||||||||||||||||||||||||||||||||
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ Equity |
| ||||||||||||||||||||||
|
| Shares |
|
| Additional Paid-in Capital |
|
| Treasury Stock |
|
| Retained Deficit |
|
| Total Shareholders’ Equity |
|
| Common Stock |
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance, March 31, 2021 |
|
| 30,805,300 |
|
| $ | 157,485 |
|
| $ | (36,240 | ) |
| $ | (63,171 | ) |
| $ | 58,074 |
| ||||||||||||||||||||
|
| Shares |
|
| Additional |
|
| Treasury |
|
| Retained |
|
| Total |
| |||||||||||||||||||||||||
Balance, March 31, 2022 |
|
| 31,097,872 |
|
| $ | 158,419 |
|
| $ | (36,239 | ) |
| $ | (57,080 | ) |
| $ | 65,100 |
| ||||||||||||||||||||
Exercise of stock options for cash |
|
| 24,045 |
|
|
| 101 |
|
|
| — |
|
|
| — |
|
|
| 101 |
|
|
| 26,646 |
|
|
| 54 |
|
|
| — |
|
|
| — |
|
|
| 54 |
|
Shares issued under Employee Stock Purchase Plan |
|
| 496 |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| 3 |
|
|
| 443 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Stock-based compensation |
|
| 171,470 |
|
|
| 160 |
|
|
| — |
|
|
| — |
|
|
| 160 |
|
|
| 125,744 |
|
|
| 254 |
|
|
| — |
|
|
| — |
|
|
| 254 |
|
Employee tax withholdings on stock-based compensation |
|
| (610 | ) |
|
| — |
|
|
| (4 | ) |
|
| — |
|
|
| (4 | ) |
|
| (634 | ) |
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| (2 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,510 |
|
|
| 2,510 |
| ||||||||||||||||||||
Balance, June 30, 2021 |
|
| 31,000,701 |
|
| $ | 157,746 |
|
| $ | (36,241 | ) |
| $ | (60,661 | ) |
| $ | 60,844 |
| ||||||||||||||||||||
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,835 | ) |
|
| (2,835 | ) | ||||||||||||||||||||
Balance, June 30, 2022 |
|
| 31,250,071 |
|
| $ | 158,727 |
|
| $ | (36,240 | ) |
| $ | (59,915 | ) |
| $ | 62,572 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Condensed Consolidated Statements.
5
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| Three Months Ended June 30, |
|
| Three Months Ended June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2023 |
|
| 2022 |
| ||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Net (loss) income |
| $ | (2,835 | ) |
| $ | 2,510 |
| ||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
|
|
|
|
| ||||||||
Net loss |
| $ | (6,637 | ) |
| $ | (2,835 | ) | ||||||||
Adjustments to reconcile net loss to net cash used in |
|
|
|
|
|
| ||||||||||
Depreciation |
|
| 354 |
|
|
| 309 |
|
|
| 346 |
|
|
| 354 |
|
Amortization of intangible assets |
|
| 52 |
|
|
| 67 |
|
|
| 266 |
|
|
| 52 |
|
Stock-based compensation |
|
| 254 |
|
|
| 160 |
|
|
| 188 |
|
|
| 254 |
|
Amortization of debt issue costs |
|
| 15 |
|
|
| 16 |
|
|
| 24 |
|
|
| 15 |
|
Deferred income tax |
|
| (978 | ) |
|
| 872 |
|
|
| — |
|
|
| (978 | ) |
Gain on sale of property and equipment |
|
| (1 | ) |
|
| — |
| ||||||||
Loss (gain) on sale of property and equipment |
|
| 28 |
|
|
| (1 | ) | ||||||||
Provision for inventory reserves |
|
| 100 |
|
|
| 134 |
|
|
| 161 |
|
|
| 100 |
|
Provision for credit losses |
|
| 190 |
|
|
| — |
| ||||||||
Other |
|
| (9 | ) |
|
| — |
|
|
| 1 |
|
|
| (9 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
| ||||||||
Changes in operating assets and liabilities, net of acquisition: |
|
|
|
|
|
| ||||||||||
Accounts receivable |
|
| 109 |
|
|
| (5,934 | ) |
|
| (1,075 | ) |
|
| 109 |
|
Revenue earned but not billed |
|
| 527 |
|
|
| 1,886 |
|
|
| 89 |
|
|
| 527 |
|
Inventories |
|
| 979 |
|
|
| (1,232 | ) |
|
| 355 |
|
|
| 979 |
|
Prepaid expenses and other assets |
|
| 160 |
|
|
| 251 |
|
|
| (257 | ) |
|
| 160 |
|
Accounts payable |
|
| (2,491 | ) |
|
| 1,447 |
|
|
| (1,906 | ) |
|
| (2,491 | ) |
Accrued expenses and other |
|
| (1,273 | ) |
|
| (3,550 | ) |
|
| 666 |
|
|
| (1,273 | ) |
Deferred revenue, current and long-term |
|
| 32 |
|
|
| 98 |
|
|
| 234 |
|
|
| 32 |
|
Net cash used in operating activities |
|
| (5,005 | ) |
|
| (2,966 | ) |
|
| (7,327 | ) |
|
| (5,005 | ) |
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash to fund acquisition |
|
| 55 |
|
|
| — |
| ||||||||
Cash paid for investment |
|
| — |
|
|
| (500 | ) | ||||||||
Cash to fund acquisition, net of cash received |
|
| — |
|
|
| 55 |
| ||||||||
Purchases of property and equipment |
|
| (139 | ) |
|
| (152 | ) |
|
| (508 | ) |
|
| (139 | ) |
Additions to patents and licenses |
|
| (1 | ) |
|
| (4 | ) |
|
| — |
|
|
| (1 | ) |
Proceeds from sale of property, plant and equipment |
|
| 95 |
|
|
| — |
| ||||||||
Net cash used in investing activities |
|
| (85 | ) |
|
| (656 | ) |
|
| (413 | ) |
|
| (85 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Payment of long-term debt |
|
| (4 | ) |
|
| (4 | ) |
|
| (4 | ) |
|
| (4 | ) |
Proceeds from revolving credit facility |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Payments of revolving credit facility |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Payments to settle employee tax withholdings on stock-based compensation |
|
| (2 | ) |
|
| (4 | ) |
|
| — |
|
|
| (2 | ) |
Deferred financing costs |
|
| — |
|
|
| (4 | ) | ||||||||
Net proceeds from employee equity exercises |
|
| 54 |
|
|
| 104 |
| ||||||||
Net cash provided by financing activities |
|
| 48 |
|
|
| 92 |
| ||||||||
Proceeds from employee equity exercises |
|
| 1 |
|
|
| 54 |
| ||||||||
Net cash (used in) provided by financing activities |
|
| (3 | ) |
|
| 48 |
| ||||||||
Net decrease in cash and cash equivalents |
|
| (5,042 | ) |
|
| (3,530 | ) |
|
| (7,743 | ) |
|
| (5,042 | ) |
Cash and cash equivalents at beginning of period |
|
| 14,466 |
|
|
| 19,393 |
|
|
| 15,992 |
|
|
| 14,466 |
|
Cash and cash equivalents at end of period |
| $ | 9,424 |
|
| $ | 15,863 |
|
| $ | 8,249 |
|
| $ | 9,424 |
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
| ||||||||||
Operating lease assets obtained in exchange for new operating lease liabilities |
| $ | 363 |
|
| $ | — |
|
The accompanying notes are an integral part of these Condensed Consolidated Statements.
6
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATEDCONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF BUSINESS
Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion is a developer, manufacturer and provider of energy-efficient LEDprovides light emitting diode lighting controls andsystems, wireless Internet of Things (“IoT”) systems, includingenabled control solutions, project engineering, energy project management design, maintenance services and turnkey project implementation, program management and system maintenanceelectric vehicle charging station installation services to commercial and industrial businesses, and federal and local governments, predominantly in North America.
Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion also leases office space in Jacksonville, Florida, Lawrence, Massachusetts and Pewaukee, Wisconsin.
NOTE 2 — IMPACT OF COVID-19
The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Orion’s business was adversely impacted by measures taken by customers, suppliers, government entities and others to control the spread of the virus beginning in March 2020, the last few weeks of Orion’s 2020 fiscal year, and continuing most significantly into the second quarter of fiscal 2021. During the third quarter of fiscal 2021, Orion experienced a rebound in business as project installations resumed for its largest customer. However, potential future risks remain due to the COVID-19 pandemic. It is not possible to predict the overall impact, including the economic and regulatory impact, the COVID-19 pandemic will have on Orion’s business, liquidity, capital resources or financial results. If the COVID-19 pandemic becomes more pronounced in Orion’s markets or experiences a resurgence in markets recovering from the spread of COVID-19, Orion’s results of operation would likely be materially adversely affected.
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 20232024 or other interim periods.
The Condensed Consolidated Balance Sheet as of March 31, 20222023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements.
The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 20222023 filed with the SEC on June 10, 2022.12, 2023.
Allowance for Credit Losses
Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for doubtful accounts,credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
7
Concentration of Credit Risk and Other Risks and Uncertainties
Orion's cash is primarily deposited with 1one financial institution. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances.
Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three months ended June 30, 2023 and June 30, 2022, 0no suppliers accounted for more than 10.0%10.0% of total cost of revenue.
For the three months ended June 30, 2021, 1 supplier2023, two customers accounted for 12.8%20.6% and 11.0% of total cost of revenue.
revenue, respectively. For the three months ended June 30, 2022, 1one customer accounted for 13.8%13.8% of total revenue. For the three months ended June 30, 2021, 2 customers accounted for 50.9 % and 14.2% of total revenue, respectively.
As of June 30, 2022, 12023, one customer accounted for 10.8%11.1% of accounts receivable. As of March 31, 2022, 22023, one customers accounted for 11.8% and 10.4%10.8% of accounts receivable, respectively.receivable.
Recent Accounting Pronouncements
Issued: Not Yet Adopted
Recently Adopted Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impactadopted ASU 2016-13 effective April 1, 2023. The effect of adoption of this standard on its consolidated statements of operations, cash flows and the related footnote disclosures.was immaterial.
NOTE 43 — REVENUE
Orion generates revenue primarily by selling manufactured or sourced commercial lighting fixtures and components, sourced electric vehicle chargers and related products, installing these fixturesproducts in customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which we refer to as a performance obligation) is transferred to a customer at an amount that reflects the consideration Orion expects to receive in exchange for those goods or services.
During the fourththird quarter of fiscal 2022,2023, Orion acquired Stay-Lite Lighting,Voltrek LLC ("Voltrek"), which provides lightingsells and electrical services.installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Stay-Lite LightingVoltrek are included in the Orion Services GroupElectric Vehicle Charging segment ("EV") and acceleratecompliment Orion’s existing turnkey installation model.
The sale of charging stations and related software subscriptions and renewals is presented in Product revenue. Orion is the growthprincipal in the sales of Orion’s maintenancecharging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions and renewals, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer.
The sale of installation and services customer offering. The disaggregated revenue table provides total revenuerelated to the EV charging business is presented in Service revenue. Revenue from the maintenance services offering.EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations.
8
Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations.
The following tables provide detail of Orion’s total revenue for the three months ended June 30, 20222023 and June 30, 20212022 (dollars in thousands):
|
| Three Months Ended June 30, 2022 |
|
| Three Months Ended June 30, 2023 |
| ||||||||||||||||||
|
| Product |
|
| Services |
|
| Total |
|
| Product |
|
| Services |
|
| Total |
| ||||||
Revenue from contracts with customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Lighting product and installation |
| $ | 12,404 |
|
| $ | 1,358 |
|
| $ | 13,762 |
|
| $ | 11,785 |
|
| $ | 831 |
|
| $ | 12,616 |
|
Maintenance services |
|
| 989 |
|
|
| 3,065 |
|
|
| 4,054 |
|
|
| 899 |
|
|
| 2,855 |
|
|
| 3,754 |
|
Solar energy related revenues |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
| ||||||||||||
Electric vehicle charging |
|
| 982 |
|
|
| 256 |
|
|
| 1,238 |
| ||||||||||||
Total revenues from contracts with customers |
|
| 13,393 |
|
|
| 4,423 |
|
|
| 17,816 |
|
|
| 13,666 |
|
|
| 3,942 |
|
|
| 17,608 |
|
Revenue accounted for under other guidance |
|
| 90 |
|
|
| 0 |
|
|
| 90 |
|
|
| 5 |
|
|
| — |
|
|
| 5 |
|
Total revenue |
| $ | 13,483 |
|
| $ | 4,423 |
|
| $ | 17,906 |
|
| $ | 13,671 |
|
| $ | 3,942 |
|
| $ | 17,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Three Months Ended June 30, 2021 |
|
| Three Months Ended June 30, 2022 |
| ||||||||||||||||||
|
| Product |
|
| Services |
|
| Total |
|
| Product |
|
| Services |
|
| Total |
| ||||||
Revenue from contracts with customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Lighting product and installation |
| $ | 27,359 |
|
| $ | 6,661 |
|
| $ | 34,020 |
|
| $ | 12,404 |
|
| $ | 1,358 |
|
| $ | 13,762 |
|
Maintenance services |
|
| 98 |
|
|
| 194 |
|
|
| 292 |
|
|
| 989 |
|
|
| 3,065 |
|
|
| 4,054 |
|
Solar energy related revenues |
|
| 16 |
|
|
| 0 |
|
|
| 16 |
|
|
| — |
|
|
| — |
|
|
| 0 |
|
Total revenues from contracts with customers |
|
| 27,473 |
|
|
| 6,855 |
|
|
| 34,328 |
|
|
| 13,393 |
|
|
| 4,423 |
|
|
| 17,816 |
|
Revenue accounted for under other guidance |
|
| 773 |
|
|
| 0 |
|
|
| 773 |
|
|
| 90 |
|
|
| — |
|
|
| 90 |
|
Total revenue |
| $ | 28,246 |
|
| $ | 6,855 |
|
| $ | 35,101 |
|
| $ | 13,483 |
|
| $ | 4,423 |
|
| $ | 17,906 |
|
From time to time, Orion sells the receivables from one customer to a financing institution. The was no such activity during the three months ended June 30, 2023 or 2022. The total amount received from the sales of these receivables during the three months ended June 30, 2021 was $2.4 million. Orion’s losses on these sales were $2 thousand, for the three months ended June 30, 2021 and are included in Interest expense in the Condensed Consolidated Statement of Operations.
The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of June 30, 20222023 and March 31, 20222023 (dollars in thousands):
|
| June 30, 2022 |
|
| March 31, 2022 |
|
| June 30, |
|
| March 31, |
| ||||
Accounts receivable, net |
| $ | 11,735 |
|
| $ | 11,899 |
|
| $ | 14,613 |
|
| $ | 13,728 |
|
Contract assets |
| $ | 1,704 |
|
| $ | 1,966 |
|
| $ | 1,231 |
|
| $ | 1,320 |
|
Contract liabilities |
| $ | (52 | ) |
| $ | — |
|
| $ | 657 |
|
| $ | 480 |
|
There were 0no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. There were 0 significant changes toDeferred revenue, current as of June 30, 2023 and March 31, 2023, includes $0.7 million and $0.5 million, respectively, of contract liabilities.liabilities which represent consideration received from a new customer contract on which installation has not yet begun and Orion has not fulfilled the promises included.
NOTE 54 — ACCOUNTS RECEIVABLE, NET
As of June 30, 2022,2023 and March 31, 2022,2023, Orion's accounts receivable and allowance for doubtful accountscredit losses balances were as follows (dollars in thousands):
|
| June 30, |
|
| March 31, |
| ||
Accounts receivable, gross |
| $ | 14,885 |
|
| $ | 13,814 |
|
Allowance for credit losses |
|
| (272 | ) |
|
| (86 | ) |
Accounts receivable, net |
| $ | 14,613 |
|
| $ | 13,728 |
|
9
|
| June 30, 2022 |
|
| March 31, 2022 |
| ||
Accounts receivable, gross |
| $ | 11,753 |
|
| $ | 11,907 |
|
Allowance for doubtful accounts |
|
| (18 | ) |
|
| (8 | ) |
Accounts receivable, net |
| $ | 11,735 |
|
| $ | 11,899 |
|
Changes in Orion’s allowance for credit losses were as follows (dollars in thousands):
|
| For the Three Months Ended |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Beginning of period |
| $ | (86 | ) |
| $ | (8 | ) |
Credit loss expense |
|
| (190 | ) |
|
| (10 | ) |
Write-off |
|
| 4 |
|
|
| — |
|
End of period |
| $ | (272 | ) |
| $ | (18 | ) |
NOTE 65 — INVENTORIES, NET
As of June 30, 2022,2023 and March 31, 2022,2023, Orion's inventory balances were as follows (dollars in thousands):
|
| Cost |
|
| Excess and |
|
| Net |
| |||
As of June 30, 2023 |
|
|
|
|
|
|
|
|
| |||
Raw materials and components |
| $ | 8,050 |
|
| $ | (1,171 | ) |
| $ | 6,879 |
|
Work in process |
|
| 631 |
|
|
| (173 | ) |
|
| 458 |
|
Finished goods |
|
| 10,938 |
|
|
| (586 | ) |
|
| 10,352 |
|
Total |
| $ | 19,619 |
|
| $ | (1,930 | ) |
| $ | 17,689 |
|
|
|
|
|
|
|
|
|
| ||||
As of March 31, 2023 |
|
|
|
|
|
|
|
|
| |||
Raw materials and components |
| $ | 9,988 |
|
| $ | (1,094 | ) |
| $ | 8,894 |
|
Work in process |
|
| 693 |
|
|
| (135 | ) |
|
| 558 |
|
Finished goods |
|
| 9,313 |
|
|
| (560 | ) |
|
| 8,753 |
|
Total |
| $ | 19,994 |
|
| $ | (1,789 | ) |
| $ | 18,205 |
|
|
| Cost |
|
| Excess and Obsolescence Reserve |
|
| Net |
| |||
As of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and components |
| $ | 10,462 |
|
| $ | (799 | ) |
| $ | 9,663 |
|
Work in process |
|
| 1,356 |
|
|
| (178 | ) |
|
| 1,178 |
|
Finished goods |
|
| 8,506 |
|
|
| (594 | ) |
|
| 7,912 |
|
Total |
| $ | 20,324 |
|
| $ | (1,571 | ) |
| $ | 18,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and components |
| $ | 10,781 |
|
| $ | (1,140 | ) |
| $ | 9,641 |
|
Work in process |
|
| 1,529 |
|
|
| (267 | ) |
|
| 1,262 |
|
Finished goods |
|
| 9,593 |
|
|
| (664 | ) |
|
| 8,929 |
|
Total |
| $ | 21,903 |
|
| $ | (2,071 | ) |
| $ | 19,832 |
|
NOTE 76 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
As of June 30, 2022, and March 31, 2022, prepaidPrepaid expenses and other current assets include the following (dollars in thousands):consist primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and sales tax receivable.
|
| June 30, 2022 |
|
| March 31, 2022 |
| ||
Payroll tax credit |
| $ | 1,587 |
|
| $ | 1,587 |
|
Other prepaid expenses |
|
| 1,037 |
|
|
| 1,044 |
|
Total |
| $ | 2,624 |
|
| $ | 2,631 |
|
NOTE 87 — PROPERTY AND EQUIPMENT, NET
As of June 30, 2022,2023 and March 31, 2022,2023, property and equipment, net, included the following (dollars in thousands):
|
| June 30, |
|
| March 31, |
| ||
Land and land improvements |
| $ | 433 |
|
| $ | 433 |
|
Buildings and building improvements |
|
| 9,491 |
|
|
| 9,491 |
|
Furniture, fixtures and office equipment |
|
| 7,783 |
|
|
| 7,782 |
|
Leasehold improvements |
|
| 540 |
|
|
| 540 |
|
Equipment leased to customers |
|
| 4,997 |
|
|
| 4,997 |
|
Plant equipment |
|
| 11,195 |
|
|
| 11,234 |
|
Vehicles |
|
| 948 |
|
|
| 720 |
|
Construction in Progress |
|
| 121 |
|
|
| 37 |
|
Gross property and equipment |
|
| 35,508 |
|
|
| 35,234 |
|
Less: accumulated depreciation |
|
| (24,974 | ) |
|
| (24,764 | ) |
Total property and equipment, net |
| $ | 10,534 |
|
| $ | 10,470 |
|
10
|
| June 30, 2022 |
|
| March 31, 2022 |
| ||
Land and land improvements |
| $ | 433 |
|
| $ | 433 |
|
Buildings and building improvements |
|
| 9,491 |
|
|
| 9,491 |
|
Furniture, fixtures and office equipment |
|
| 7,690 |
|
|
| 7,650 |
|
Leasehold improvements |
|
| 490 |
|
|
| 490 |
|
Equipment leased to customers |
|
| 4,997 |
|
|
| 4,997 |
|
Plant equipment |
|
| 11,135 |
|
|
| 11,130 |
|
Vehicles |
|
| 568 |
|
|
| 796 |
|
Construction in Progress |
|
| 134 |
|
|
| 3 |
|
Gross property and equipment |
|
| 34,938 |
|
|
| 34,990 |
|
Less: accumulated depreciation |
|
| (23,877 | ) |
|
| (23,524 | ) |
Total property and equipment, net |
| $ | 11,061 |
|
| $ | 11,466 |
|
NOTE 98 — LEASES
From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties.
Orion accounts for leases in accordance with ASC 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term.
A summary of Orion’s assets leased from third parties follows (dollars in thousands):
|
| Balance sheet classification |
| June 30, 2023 |
|
| March 31, 2023 |
| ||
Assets |
|
|
|
|
|
|
|
| ||
Operating lease assets |
| Other long-term assets |
| $ | 2,349 |
|
| $ | 2,174 |
|
Liabilities |
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
| ||
Operating lease liabilities |
| Accrued expenses and other |
| $ | 923 |
|
| $ | 823 |
|
Non-current liabilities |
|
|
|
|
|
|
|
| ||
Operating lease liabilities |
| Other long-term liabilities |
|
| 1,870 |
|
|
| 1,826 |
|
Total lease liabilities |
|
|
| $ | 2,793 |
|
| $ | 2,649 |
|
|
| Balance sheet classification |
| June 30, 2022 |
|
| March 31, 2022 |
| ||
Assets |
|
|
|
|
|
|
|
|
|
|
Operating lease assets |
| Other long-term assets |
| $ | 2,283 |
|
| $ | 2,440 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
| Accrued expenses and other |
| $ | 784 |
|
| $ | 768 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
| Other long-term liabilities |
|
| 2,068 |
|
|
| 2,271 |
|
Total lease liabilities |
|
|
| $ | 2,852 |
|
| $ | 3,039 |
|
Orion had operating lease costs of $0.3$0.4 million for the three months ended June 30, 2022.2023. Orion had operating lease costs of $0.2$0.3 million for the three months ended June 30, 2021.2022.
The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):
Maturity of Lease Liabilities |
| Operating Leases |
|
| Operating Leases |
| ||
Fiscal 2023 |
| $ | 857 |
| ||||
Fiscal 2024 |
|
| 838 |
| ||||
Fiscal 2024 (period remaining) |
| $ | 785 |
| ||||
Fiscal 2025 |
|
| 828 |
|
|
| 1,083 |
|
Fiscal 2026 |
|
| 722 |
|
|
| 984 |
|
Fiscal 2027 |
|
| 71 |
|
|
| 177 |
|
Fiscal 2028 |
|
| — |
| ||||
Thereafter |
|
| — |
| ||||
Total lease payments |
| $ | 3,316 |
|
| $ | 3,029 |
|
Less: Interest |
|
| (464 | ) |
|
| (236 | ) |
Present value of lease liabilities |
| $ | 2,852 |
|
| $ | 2,793 |
|
Assets Orion Leases to Other Parties
One of Orion’s frequent customers purchases products and installation services under agreements that provide for monthly payments, at a fixed monthly amount, of the contract price, plus interest, typically over a five-year period. While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. The portions of the transaction associated with the sale of the light fixtures is accounted for as a sales-type lease under ASC 842. The total transaction price in these contracts is allocated between the lease and non-lease components in the same manner as the total transaction price of other turnkey projects containing lighting fixtures and installation services.
Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Condensed Consolidated Statement of Operations.
The following chart shows the amount of There was no revenue and cost of sales arising from sales-type leases during the three months ended June 30, 20222023 and June 30, 2021 (dollars in thousands):2022.
11
|
| Three Months Ended June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Product revenue |
| $ | — |
|
| $ | 552 |
|
Cost of product revenue |
| $ | — |
|
| $ | 480 |
|
NOTE 109 — GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Orion has $0.6$0.9 million of goodwill related to its purchase of Voltrek in the third quarter of fiscal 2023, which has an indefinite life, and is assigned to the EV Charging operating segment.
Orion has $0.6 million of goodwill related to its purchase of Stay-Light Lighting during fiscal year 2022, which has an indefinite life. The goodwilllife, and is assigned to the Orion Services Group reporting unit. Goodwill increased by $0.2 million to $0.6 million as compared to March 31, 2022. This increase is due to updates to purchase accounting within the measurement period. Maintenance operating segment.
See Note 1918 – Acquisition for further discussion of the Stay-Lite LightingVoltrek acquisition.
As of June 30, 2022,2023 and March 31, 2022,2023, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands):
|
| June 30, 2022 |
|
| March 31, 2022 |
|
| June 30, 2023 |
|
| March 31, 2023 |
| ||||||||||||||||||||||||||||||||||||||||
|
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net |
|
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net |
|
| Gross |
|
| Accumulated |
|
| Net |
|
| Weighted |
|
| Gross |
|
| Accumulated |
|
| Net |
| |||||||||||||
Amortized Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Patents |
| $ | 2,620 |
|
| $ | (1,927 | ) |
| $ | 693 |
|
| $ | 2,652 |
|
| $ | (1,932 | ) |
| $ | 720 |
|
| $ | 2,521 |
|
| $ | (1,956 | ) |
| $ | 565 |
|
|
| 8.5 |
|
| $ | 2,521 |
|
| $ | (1,930 | ) |
| $ | 591 |
|
Licenses |
|
| 58 |
|
|
| (58 | ) |
|
| 0 |
|
|
| 58 |
|
|
| (58 | ) |
|
| 0 |
|
|
| 58 |
|
|
| (58 | ) |
|
| — |
|
|
| — |
|
|
| 58 |
|
|
| (58 | ) |
|
| — |
|
Trade name and trademarks |
|
| 164 |
|
|
| (16 | ) |
|
| 148 |
|
|
| 118 |
|
|
| (6 | ) |
|
| 112 |
|
|
| 464 |
|
|
| (94 | ) |
|
| 370 |
|
|
| 4.0 |
|
|
| 464 |
|
|
| (73 | ) |
|
| 391 |
|
Customer relationships |
|
| 4,109 |
|
|
| (3,632 | ) |
|
| 477 |
|
|
| 4,178 |
|
|
| (3,618 | ) |
|
| 560 |
|
|
| 5,509 |
|
|
| (4,041 | ) |
|
| 1,468 |
|
|
| 6.3 |
|
|
| 5,509 |
|
|
| (3,914 | ) |
|
| 1,595 |
|
Vendor relationships |
|
| 2,600 |
|
|
| (275 | ) |
|
| 2,325 |
|
|
| 3.4 |
|
|
| 2,600 |
|
|
| (183 | ) |
|
| 2,417 |
| ||||||||||||||||||||||||
Developed technology |
|
| 900 |
|
|
| (900 | ) |
|
| 0 |
|
|
| 900 |
|
|
| (900 | ) |
|
| 0 |
|
|
| 900 |
|
|
| (900 | ) |
|
| — |
|
|
| — |
|
|
| 900 |
|
|
| (900 | ) |
|
| — |
|
Total Amortized Intangible Assets |
| $ | 7,851 |
|
| $ | (6,533 | ) |
| $ | 1,318 |
|
| $ | 7,906 |
|
| $ | (6,514 | ) |
| $ | 1,392 |
|
| $ | 12,052 |
|
| $ | (7,324 | ) |
| $ | 4,728 |
|
|
| 5.5 |
|
| $ | 12,052 |
|
| $ | (7,058 | ) |
| $ | 4,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
Indefinite-lived Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Trade name and trademarks |
| $ | 1,012 |
|
| $ | — |
|
| $ | 1,012 |
|
| $ | 1,012 |
|
| $ | — |
|
| $ | 1,012 |
|
| $ | 1,010 |
|
| $ | — |
|
| $ | 1,010 |
|
|
|
| $ | 1,010 |
|
| $ | — |
|
| $ | 1,010 |
| ||
Total Amortized Intangible Assets |
| $ | 1,012 |
|
| $ | — |
|
| $ | 1,012 |
|
| $ | 1,012 |
|
| $ | — |
|
| $ | 1,012 |
| ||||||||||||||||||||||||||||
Total Non-Amortized Intangible Assets |
| $ | 1,010 |
|
| $ | — |
|
| $ | 1,010 |
|
|
|
| $ | 1,010 |
|
| $ | — |
|
| $ | 1,010 |
|
Amortization expense on intangible assets was $0.1$0.3 million for the three months ended June 30, 2022.2023, respectively.
Amortization expense on intangible assets was $0.1$0.1 million for the three months ended June 30, 2021.
As of June 30, 2022, the weighted average remaining useful life of intangible assets was 8.5 years.respectively.
The estimated amortization expense for the remainder of fiscal 2022,2024, the next five fiscal years and beyond is shown below (dollars in thousands):
Fiscal 2024 (period remaining) |
| $ | 820 |
|
Fiscal 2025 |
|
| 1,086 |
|
Fiscal 2026 |
|
| 848 |
|
Fiscal 2027 |
|
| 589 |
|
Fiscal 2028 |
|
| 518 |
|
Fiscal 2029 |
|
| 471 |
|
Thereafter |
|
| 396 |
|
Total |
| $ | 4,728 |
|
12
Fiscal 2023 (period remaining) |
| $ | 155 |
|
Fiscal 2024 |
|
| 203 |
|
Fiscal 2025 |
|
| 193 |
|
Fiscal 2026 |
|
| 184 |
|
Fiscal 2027 |
|
| 163 |
|
Fiscal 2028 |
|
| 118 |
|
Thereafter |
|
| 302 |
|
Total |
| $ | 1,318 |
|
NOTE 1110 — ACCRUED EXPENSES AND OTHER
As of June 30, 2022,2023 and March 31, 2022,2023, accrued expenses and other included the following (dollars in thousands):
|
| June 30, 2022 |
|
| March 31, 2022 |
| ||||||||||
|
| June 30, |
|
| March 31, |
| ||||||||||
Accrued acquisition earn-out |
| $ | 3,000 |
|
| $ | 3,000 |
| ||||||||
Other accruals |
| $ | 2,266 |
|
| $ | 2,221 |
|
|
| 2,162 |
|
|
| 2,598 |
|
Compensation and benefits |
|
| 1,598 |
|
|
| 1,668 |
|
|
| 1,818 |
|
|
| 1,412 |
|
Credits due to customers |
|
| 1,122 |
|
|
| 1,310 |
| ||||||||
Accrued project costs |
|
| 1,307 |
|
|
| 2,215 |
|
|
| 971 |
|
|
| 1,218 |
|
Credits due to customers |
|
| 884 |
|
|
| 1,209 |
| ||||||||
Warranty |
|
| 684 |
|
|
| 728 |
|
|
| 502 |
|
|
| 497 |
|
Sales returns reserve |
|
| 69 |
|
|
| 71 |
| ||||||||
Sales tax |
|
| 325 |
|
|
| 274 |
| ||||||||
Legal and professional fees |
|
| 264 |
|
|
| 106 |
|
|
| 76 |
|
|
| 172 |
|
Sales tax |
|
| 222 |
|
|
| 157 |
| ||||||||
Sales returns reserve |
|
| 137 |
|
|
| 123 |
| ||||||||
Total |
| $ | 7,362 |
|
| $ | 8,427 |
|
| $ | 10,045 |
|
| $ | 10,552 |
|
Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.
Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):
|
| For the Three Months Ended |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Beginning of period |
| $ | 646 |
|
| $ | 860 |
|
Accruals |
|
| 64 |
|
|
| 167 |
|
Warranty claims (net of vendor reimbursements) |
|
| (56 | ) |
|
| (216 | ) |
End of period |
| $ | 654 |
|
| $ | 811 |
|
|
| For the Three Months Ended June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Beginning of period |
| $ | 860 |
|
| $ | 1,009 |
|
Accruals |
|
| 167 |
|
|
| 117 |
|
Warranty claims (net of vendor reimbursements) |
|
| (216 | ) |
|
| (88 | ) |
End of period |
| $ | 811 |
|
| $ | 1,038 |
|
NOTE 1211 — NET (LOSS) INCOMELOSS PER COMMON SHARE
Basic net income per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.
Diluted net income per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three months ended June 30, 2023 and 2022, Orion was in a net loss position; therefore, the Basic and Diluted weighted-average shares outstanding are equal because any increase to the basic shares would be anti-dilutive. Net (loss) income per common share is calculated based upon the following shares:
|
| For the Three Months Ended |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Numerator: |
|
|
|
|
|
| ||
Net loss (in thousands) |
| $ | (6,637 | ) |
| $ | (2,835 | ) |
Denominator: |
|
|
|
|
|
| ||
Weighted-average common shares outstanding |
|
| 32,345,823 |
|
|
| 31,138,398 |
|
Weighted-average common shares and common share |
|
| 32,345,823 |
|
|
| 31,138,398 |
|
Net loss per common share: |
|
|
|
|
|
| ||
Basic |
| $ | (0.21 | ) |
| $ | (0.09 | ) |
Diluted |
| $ | (0.21 | ) |
| $ | (0.09 | ) |
13
|
| For the Three Months Ended June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income (in thousands) |
| $ | (2,835 | ) |
| $ | 2,510 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
| 31,138,398 |
|
|
| 30,860,178 |
|
Weighted-average common shares and common share equivalents outstanding |
|
| 31,138,398 |
|
|
| 31,289,924 |
|
Net (loss) income per common share: |
|
|
|
|
|
|
|
|
Basic |
| $ | (0.09 | ) |
| $ | 0.08 |
|
Diluted |
| $ | (0.09 | ) |
| $ | 0.08 |
|
The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period:
|
| For the Three Months Ended |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Common stock options |
|
| — |
|
|
| 115,782 |
|
Restricted shares |
|
| 582,506 |
|
|
| 1,081,452 |
|
Total |
|
| 582,506 |
|
|
| 1,197,234 |
|
|
| For the Three Months Ended June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Common stock options |
|
| — |
|
|
| — |
|
Restricted shares |
|
| — |
|
|
| 26,205 |
|
Total |
|
| — |
|
|
| 26,205 |
|
NOTE 1312 — LONG-TERM DEBT
Long-term debt consisted of the following (dollars in thousands):
|
| June 30, 2022 |
|
| March 31, 2022 |
|
| June 30, |
|
| March 31, |
| ||||
Revolving credit facility |
| $ | — |
|
| $ | — |
|
| $ | 10,000 |
|
| $ | 10,000 |
|
Equipment debt obligations |
|
| 31 |
|
|
| 35 |
|
|
| 16 |
|
|
| 20 |
|
Total long-term debt |
|
| 31 |
|
|
| 35 |
|
|
| 10,016 |
|
|
| 10,020 |
|
Less current maturities |
|
| (16 | ) |
|
| (16 | ) |
|
| (16 | ) |
|
| (17 | ) |
Long-term debt, less current maturities |
| $ | 15 |
|
| $ | 19 |
|
| $ | 10,000 |
|
| $ | 10,003 |
|
Revolving Credit Agreement
On December 29, 2020, Orion entered into a new $25$25 million Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $20.15$20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”).
The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans.
The Credit Agreement provides for a five-year $25.0 $25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025.2025. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of June 30, 2022,2023, the borrowing base supports $15.8 million availability of the Credit Facility. AsFacility supports $18.6 million of June 30,availability, with $8.6 million of remaining availability net of $10.0 million borrowed.
Effective November 4, 2022, 0 amounts were borrowedOrion, with Bank of America, N.A. as lender, executed Amendment No. 1 to its Credit Agreement. The primary purpose of the amendment was to include the assets of the acquired subsidiaries, Stay-Lite Lighting, Inc. ("Stay-Lite Lighting") and Voltrek, as secured collateral under the Credit Facility.Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarified that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement.
As of June 30, 2022,2023, Orion was in compliance with all debt covenants.
Equipment Debt Obligations
In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $44$44 thousand and $30$30 thousand to fund the purchase of certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43%6.43% and 8.77%8.77% per annum, respectively, and both debts mature in January 2024.2024.
14
NOTE 1413 — INCOME TAXES
Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book income (loss) before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended June 30, 20222023 and 2021,2022, Orion recorded income tax (benefit)/expense (benefit) of $(0.8) million$42 thousand and $0.9$(0.8) million, respectively, using this methodology.
As of June 30, 20222023 and March 31, 2022,2023, Orion hashad a recordedfull valuation allowance of $1.2 million against its net deferred tax asset balance. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes.
Uncertain Tax Positions
As of June 30, 2022,2023, Orion’s balance of gross unrecognized tax benefits was approximately $0.2$0.2 million, all of which would reduce Orion’s effective tax rate if recognized.
Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax (benefit) expense. Penalties and interest are included in the unrecognized tax benefits.
NOTE 1514 — COMMITMENTS AND CONTINGENCIES
Litigation
Orion is subject to various claims and legal proceedings arising in the ordinary course of business. Orion does not believe the final resolution of any of such claims or legal proceedings will have a material adverse effect on Orion’s future results of operations or financial condition.
State Tax Assessment
During fiscal year 2018, Orion was notified of a pending sales and use tax audit by the Wisconsin Department of Revenue for the period covering April 1, 2013 through March 31, 2017. This sales and use tax audit was settled during the quarter ended June 30, 2022 with no tax adjustment.
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”. In the three months ended June 30, 2022,2023, Orion issued 443700 shares under the ESPP plan at a closing market price of $2.01.$1.63. In the three months ended June 30, 2022, Orion issued 443 shares under the ESPP plan at a closing market price of $2.01.
Sale of shares
In March 2020,2023, 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$100 million
15
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 from time to time, having an aggregate offering price of up to $50$50 million. NaNNo share sales werehave been effected pursuant to the ATM program through June 30, 2022.2023.
NOTE 1716 — STOCK OPTIONS AND RESTRICTED SHARES
At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards.
The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.
Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.
Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.
The following amounts of stock-based compensation were recorded (dollars in thousands):
|
| For the Three Months Ended |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cost of product revenue |
| $ | 1 |
|
| $ | 1 |
|
General and administrative |
|
| 182 |
|
|
| 250 |
|
Sales and marketing |
|
| 4 |
|
|
| 2 |
|
Research and development |
|
| 1 |
|
|
| 1 |
|
Total |
| $ | 188 |
|
| $ | 254 |
|
|
| For the Three Months Ended June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cost of product revenue |
| $ | 1 |
|
| $ | 1 |
|
General and administrative |
|
| 250 |
|
|
| 155 |
|
Sales and marketing |
|
| 2 |
|
|
| 3 |
|
Research and development |
|
| 1 |
|
|
| 1 |
|
Total |
| $ | 254 |
|
| $ | 160 |
|
During the first three months of fiscal 2022,ended June 30, 2023, Orion had the following activity related to its stock-based compensation:compensation. Restricted shares includes both performance-vesting restricted stock and time vesting-restricted stock.
|
| Restricted Shares |
|
| Stock Options |
| ||||||||||
Awards outstanding at March 31, 2022 |
|
| 450,458 |
|
|
| 142,428 |
| ||||||||
|
| Restricted Shares |
|
| Stock Options |
| ||||||||||
Awards outstanding at March 31, 2023 |
|
| 743,454 |
|
|
| 73,136 |
| ||||||||
Awards granted |
|
| 756,738 |
|
|
| 0 |
|
|
| 50,753 |
|
|
| — |
|
Awards vested or exercised |
|
| (125,744 | ) |
|
| (26,646 | ) |
|
| (206,451 | ) |
|
| — |
|
Awards forfeited |
|
| — |
|
|
| — |
|
|
| (5,250 | ) |
|
| (73,136 | ) |
Awards outstanding at June 30, 2022 |
|
| 1,081,452 |
|
|
| 115,782 |
| ||||||||
Awards outstanding at June 30, 2023 |
|
| 582,506 |
|
|
| — |
| ||||||||
Per share weighted average price on grant date |
| $ | 2.18 |
|
|
| 0 |
|
| $ | 1.66 |
|
|
| — |
|
16
As of June 30, 2022,2023, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 3.02.0 years, was approximately $2.1$1.1 million.
NOTE 1817 — SEGMENTS
Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision maker ("CODM") regularly reviews when allocating resources and assessing performance. Orion's CODM is the chief executive officer. Previously, Orion has the following businesshad four reportable segments: Orion Services Group Division ("OSG"), Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division ("USM"(“USM”) and Orion Electric Vehicle Charging Division (“EV Division”). The accounting policies areEffective during the samefirst quarter of fiscal 2024, Orion began to evaluate and report the business using three segments: Orion Lighting Division, Orion Maintenance Division and Orion Electric Vehicle Charging Division (“EV Division”). Orion configured its fiscal 2024 plan in order to compare actual performance to plan performance for each businessthese segments. Due to the change in composition of reportable segments in the first quarter of fiscal 2024, the corresponding segment as they areinformation for fiscal year 2023 has been restated for presentation on a consolidatedcomparable basis.
Orion Services Group DivisionLighting Segment
The OSG segmentLighting Segment develops and sells lighting products and provides construction engineering along with installation and maintenanceengineering services for Orion's commercial lighting and energy management systems. OSGThe Lighting Segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers.
Orion Distribution Services Division
The ODS segmentcustomers mostly through direct sales and also sells lighting products throughthough manufacturer representative agencies and a network of North American broadline electrical distributors and contractors.
Orion U.S. Markets Division
The USM segment sells commercial lighting systems and energy management systems to contractors andthe wholesale contractor markets through energy service companies ("ESCOs").and contractors.
Maintenance Segment
The Maintenance Segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.
Electric Vehicle Charging Segment
The Electric Vehicle Charging Segment offers leading electric vehicle charging expertise, sells and installs sourced electric vehicle charging stations with related software subscriptions and renewals and provides EV turnkey installation solutions with ongoing support to all commercial verticals.
Corporate and Other
Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands).
|
| Revenues |
|
| Operating Loss |
|
| Total Assets |
| |||||||||||||||
|
| For the Three Months Ended |
|
| For the Three Months Ended |
|
|
|
| |||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
| June 30, 2023 |
|
| March 31, 2023 |
| ||||||
Segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lighting Segment |
| $ | 12,621 |
|
| $ | 13,852 |
|
| $ | (766 | ) |
| $ | (1,004 | ) |
| $ | 28,025 |
|
| $ | 25,009 |
|
Maintenance Segment |
|
| 3,754 |
|
|
| 4,054 |
|
|
| (1,840 | ) |
|
| (290 | ) |
|
| 8,250 |
|
|
| 10,372 |
|
Electric Vehicle Charging Segment |
|
| 1,238 |
|
|
| — |
|
|
| (1,934 | ) |
|
| — |
|
|
| 9,945 |
|
|
| 11,501 |
|
Corporate and Other |
|
| — |
|
|
| — |
|
|
| (1,857 | ) |
|
| (2,323 | ) |
|
| 17,926 |
|
|
| 24,697 |
|
|
| $ | 17,613 |
|
| $ | 17,906 |
|
| $ | (6,397 | ) |
| $ | (3,617 | ) |
| $ | 64,146 |
|
| $ | 71,579 |
|
17
|
| Revenues |
|
| Operating Income (Loss) |
| ||||||||||
|
| For the Three Months Ended June 30, |
|
| For the Three Months Ended June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Orion Services Group |
| $ | 9,035 |
|
| $ | 21,988 |
|
| $ | (2,229 | ) |
| $ | 1,864 |
|
Orion Distribution Services |
|
| 4,826 |
|
|
| 9,286 |
|
|
| (51 | ) |
|
| 2,122 |
|
Orion U.S. Markets |
|
| 4,045 |
|
|
| 3,827 |
|
|
| 186 |
|
|
| 651 |
|
Corporate and Other |
|
| — |
|
|
| — |
|
|
| (1,523 | ) |
|
| (1,219 | ) |
|
| $ | 17,906 |
|
| $ | 35,101 |
|
| $ | (3,617 | ) |
| $ | 3,418 |
|
NOTE 1918 — ACQUISITION
Acquisition of Voltrek
Effective on January 1,October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider for a purchase price of $5.0 million in cash and $1.0 million of shares of common stock of Orion, subject to normal and customary closing adjustments of $0.9 million (the “Voltrek Acquisition”). In addition, depending upon the relative EBITDA growth of Voltrek’s business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $3.0 million, $3.5 million and $7.15 million, respectively, in earn-out payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and will be expensed over the course of the issuedearn-out periods to the extent they are earned. As of June 30, 2023, Orion recorded $3.0 million to accrued expenses for the fiscal 2023 earn-out opportunity and outstanding capital stock of Stay-Lite Lighting, Inc. (“Stay-Lite Lighting”), a nationwide lightingan additional $2.1 million to other long-term liabilities for the cumulative potential earn-out opportunity which would be paid in fiscal 2026. The Voltrek Acquisition was funded with cash and electrical maintenance service provider, for $4.3 million (the “Stay-Lite Acquisition”). Stay-Lite Lighting will operateOrion shares. Voltrek operates as Stay-Lite Lighting,Voltrek, an Orion Energy Systems business. The acquisition accelerates the growth of Orion'sVoltrek Acquisition leverages Orion’s project management and maintenance services offerings through its Orion Services Group, which provides lighting and electrical services to customers.expertise into a rapidly growing sector.
Orion has accounted for this transactionthe Voltrek Acquisition as a business combination. Orion has preliminarily allocated the purchase price of approximately $4.3$6.9 million which includes an estimate of the earn-out liability of $0.2 million and $0.1 million for the working capital adjustment received in the first quarter fiscal 2023, to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. Orion could pay up to $0.7 million in earnout relatedThe purchase price and closing adjustments were paid in cash and 620,067 shares of common stock with a total fair market value of $1.0 million, which is based on performance during the current and following calendar years. Orion isrecorded in the process of finalizing third party valuations of property and equipment and intangible assets and related tax impacts.
The preliminary allocation of the purchase consideration to theopening balance sheet at fair value of $0.8 million, the assets acquired and liabilities assumed as of January 1, 2022,discount on which is as follows (dollars in thousands):due to lock-up requirements on the shares.
The following table summarizes the purchase price allocation for Voltrek:
(in thousands) |
| Opening Balance Sheet |
| |||||
Cash |
| $ | 95 |
|
| $ | 416 |
|
Accounts receivable |
|
| 2,690 |
|
|
| 1,363 |
|
Revenue earned but not billed |
|
| 342 |
|
|
| 325 |
|
Inventory |
|
| 504 |
|
|
| 880 |
|
Prepaid expenses and other current assets |
|
| 41 |
|
|
| 39 |
|
Property and equipment |
|
| 725 |
|
|
| 4 |
|
Goodwill |
|
| 622 |
|
|
| 920 |
|
Other intangible assets |
|
| 673 |
|
|
| 4,300 |
|
Other long-term assets |
|
| 537 |
|
|
| 223 |
|
Accounts payable |
|
| (965 | ) |
|
| (1,133 | ) |
Accrued expenses and other |
|
| (550 | ) |
|
| (286 | ) |
Other long-term liabilities |
|
| (411 | ) |
|
| (180 | ) |
Net purchase consideration |
|
| 4,303 |
|
| $ | 6,871 |
|
Goodwill recorded from the acquisition of Stay-Lite LightingVoltrek Acquisition is attributable to the expected synergies fromskillset of the business combination.acquired workforce. The goodwill resulting from the acquisitionVoltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships. relationships.
The tradename intangible asset was valued using a relief from royalty method. The significant assumptions used include the estimated revenue and royalty rate, among other factors.
The vendor relationship intangible asset was valued using the income approach – excess earnings method. The significant assumptions include estimated revenue, cost of goods sold, and probability of renewal, among other factors.
The customer relationship intangible asset was valued using the income approach – with-and-without method. The significant assumptions include estimated cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, among other factors), and discount rate, reflecting the risks inherent in the future cash flow stream, among other factors.
18
The categorization of the framework used to measure fair value of the intangible assets was determined based uponis considered to be within the income (discounted cash flow) approach.Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
The following table presents the details of the intangible assets acquired at the date of acquisitionVoltrek Acquisition (dollars in thousands):
|
| Estimated Fair Value |
| Estimated Useful Life (Years) |
|
| Estimated |
| Estimated Useful Life (Years) |
| ||||
Tradename |
| $ | 164 |
|
| 5 |
|
| $ | 300 |
| 5 |
| |
Vendor relationship |
|
| 2,600 |
| 7 |
| ||||||||
Customer relationships |
|
| 509 |
| 8 |
|
|
| 1,400 |
| 3 |
|
Transaction costs related to the acquisition totaled $0.5 million in fiscal 2022 and $14 thousand in the first quarter fiscal 2023 and are recorded in acquisition costs in the consolidated statements of operations.
Stay-Lite Lighting’sVoltrek's post-acquisition results of operations since January 1,October 5, 2022 are included in the Orion’s Condensed Consolidated Statements of Operations. The operating results of Stay-Lite LightingVoltrek are included in the EV segment. See note 17 – Segments, for results.
Transaction costs related to the Voltrek Acquisition are recorded in acquisition costs in the Condensed Consolidated Statements of Operations. Transaction costs totaled $0.1 million in the three months ended June 30, 2023 and $14 thousand in the three months ended June 30, 2022, respectively.
If Voltrek was acquired on April 1, 2022, the pro forma Orion Services Group segment.revenue for the three months ended June 30, 2022 would have been $19.1 million and proforma net loss would have been $(3.2) million.
NOTE 20 — SUBSEQUENT EVENTS
Subsequent events are events or transactionsThe pro forma information was determined based on the historical results of Orion and unaudited financial results from Voltrek. These proforma results reflect additional depreciation and amortization that occur afterwould have been charged assuming the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existedfair value adjustments to property, plant, and equipment and intangible asset occurred at the datebeginning of the balance sheet, includingperiod, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the estimates inherentbusiness combinations been completed at the beginning of the period or the results that may occur in the processfuture. Furthermore, the unaudited pro forma financial information does not reflect the impact of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist atany synergies resulting from the date of the balance sheet but arose after that date. acquisitions.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited Condensed Consolidated Financial Statements and related notes included in this Form 10-Q, as well as our audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.2023.
Cautionary Note Regarding Forward-Looking Statements
Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to several risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.2023. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
Overview
We provide state-of-the-art light emitting diode (“LED”) lighting systems, wireless Internet of Things (“IoT”) enabled control solutions, project engineering, energy project management designcommercial and industrial electric vehicle (“EV”) charging infrastructure solutions and maintenance services. We help our customers achieve their sustainability, energy savings and carbon footprint reduction goals through innovative technology and exceptional service. We research, design, develop, manufacture, market, sell install,our products and implement energy management systems consisting primarily of high-performance, energy-efficientservices into many vertical markets within the broader commercial and industrial interior and exterior LED lighting systems and related services. Our products are targeted for applications in three primary market segments:segment. Primary verticals include: big box retail, manufacturing, warehousing/logistics, commercial office, federal and retail, area lighting,municipal government, healthcare and industrial applications, although we do sell and install products into other markets.schools. Our services consist of turnkey installation and system maintenance. Virtually all of our sales occur within North America.
Our lighting products consist primarily of LED lighting fixtures, many of which include IoT enabled control systems. Our principal lighting customers include large national account end-users, federal and state government facilities, large regional account end-users, electrical distributors, electrical contractors and energy service companies ("ESCOs"(“ESCOs”). Currently, most of our lighting products are manufactured at our leased production facility located in Manitowoc, Wisconsin, although as the LED and related IoT market continues to evolve, we are increasingly sourcing products and components from third parties in order to provide versatility in our product development.
We differentiate ourselves from our competitors through offering comprehensive project management services to national account customers to retrofit their multiple locations. Our comprehensive services include initial site surveys and audits, utility incentive and government subsidy management, engineering design, and project management from delivery through to installation and controls integration. In addition, we began to offer lighting and electrical maintenance services in fiscal 2021 which enables us to support a lifetime business relationship with our customer.customer (which we call “Customers for Life”). We completed the acquisition of Stay-Lite Lighting acquisition on January 1, 2022, which is intendedhas allowed us to further expand our maintenance services capabilities. We completed the acquisition of Voltrek on October 5, 2022, which has allowed us to further expand our turnkey services capabilities as well as capitalize on the rapidly growing market for EV charging solutions.
We believe the market for LED lighting products and related controls continues to grow. Due to their size and flexibility in application, we also believe that LED lighting systems can address opportunities for retrofit applications that cannot be satisfied
20
by other lighting technologies. Our LED lighting technologies have becomebeen the primary component of our revenue as we continue to strive to be a leader in the LED market.
In fiscal 2022, we continued to successfully capitalize on our capability of being a full service, turn-key provider of LED lighting and controls systems with design, build, installation and project management services, as we continued a very large project for a major national account. As a result of this success, we have begun to evolveevolved our business strategy to focus on further expanding the nature and scope of our products and services offered to our customers. This further expansion of our products and services includes pursuing projects to develop recurring revenue streams, including providing lighting and electrical maintenance services and utilizing control sensor technology to collect data and assisting customers in the digitization of this data, along with other potential services. We also plan to pursueare pursuing the expansion of our IoT, “smart-building” and “connected ceiling” and other related technology, software and controls products and services that we offer to our customers. We currently plan on investing significant time, resources and capital into expanding our offerings in these areas with no expectation that they will result in us realizing material revenue in the near term and without any assurance they will succeed or be profitable. In fact, it is likely that these efforts will reduce our profitability, at least in the near term as we invest resources and incur expenses to develop these offerings. While we currently intend to primarily pursue these expansion strategies organically, we also are actively exploringmay explore potential additional business acquisitions, like our acquisition of Stay-Lite Lighting and Voltrek, which wouldhave more quickly addadded these types of expanded and different capabilities to our product and services offerings. It is possible that one or more of such potential acquisitions, if successfully completed, could significantly change, and potentially transform, the nature and extent of our business.
We generally do not have long-term contracts with our customers for product or turnkey services that provide us with recurring annual revenue. However, some of our maintenance services contracts usually consist of multi-year arrangements. We typically generate substantially all of our revenue from sales of lighting and control systems and related services to governmental, commercial and industrial customers on a project-by-project basis. We also perform work under master services or product purchasing agreements with major customers with sales completed on a purchase order basis. In addition, in order to provide quality and timely service under our multi-location master retrofit agreements we are required to make substantial working capital expenditures and advance inventory purchases that we may not be able to recoup if the agreements or a substantial volume of purchase orders under the agreements are delayed or terminated. The loss of, or substantial reduction in sales to, any of our significant customers, or our current single largest customer, or the termination or delay of a significant volume of purchase orders by one or more key customers, could have a material adverse effect on our results of operations in any given future period.
We typically sell our lighting systems in replacement of our customers’ existing fixtures. We call this replacement process a "retrofit". We frequently engage our customer’s existing electrical contractor to provide installation and project management services. We also sell our lighting systems on a wholesale basis, principally to electrical distributors and ESCOs to sell to their own customer bases.
The gross margins of our products can vary significantly depending upon the types of products we sell, with margins typically ranging from 10% to 50%. As a result, a change in the total mix of our sales among higher or lower margin products can cause our profitability to fluctuate from period to period.
Our fiscal year ends on March 31. Our current fiscal year ends on March 31, 20232024 and is referred to as “fiscal 2023”2024”. We refer to our just completed fiscal year, which ended on March 31, 2022,2023, as "fiscal 2022"2023", and our prior fiscal year which ended on March 31, 20212022 as "fiscal 2021"2022". Our fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter ends on September 30, our fiscal third quarter ends on December 31 and our fiscal fourth quarter ends on March 31.
Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision maker ("CODM") regularly reviews when allocating resources and assessing performance. Our CODM is our chief executive officer. Orion has threePreviously, we had four reportable segments: Orion Services Group Division ("OSG"), and Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division (“USM”).
Impact of COVID-19
The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, inOrion Electric Vehicle Charging Division (“EV Division”). Effective during the U.S. and globally. Our business was adversely impacted by measures taken by customers, suppliers, government entities and others to control the spread of the virus beginning in March 2020, the last few weeks of our 2020 fiscal year, and continuing most
significantly into the secondfirst quarter of fiscal 2021. During2024, we began to evaluate and report the third quarter of fiscal 2021, we experienced a rebound in business as project installations resumed for our largest customer. However, potential future risks remain due to the COVID-19 pandemic. It is not possible to predict the overall impact, including the economicusing three segments: Orion Lighting Division, Orion Maintenance Division and regulatory impact, the COVID-19 pandemic will have on put business, liquidity, capital resources or financial results. If the COVID-19 pandemic becomes more pronounced in our markets or experiences a resurgence in markets recovering from the spread of COVID-19, our results of operation would likely be materially adversely affected.Orion Electric Vehicle Charging Division (“EV Division”).
21
Acquisition
Acquisition of Stay-Lite LightingVoltrek
Effective on January 1,October 5, 2022, we acquired all of the issued and outstanding capital stockmembership interests of Stay-Lite Lighting,Voltrek LLC, a nationwide lighting and electrical maintenance service provider, for a cashleading electric vehicle charging company that provides turnkey installation solutions with ongoing support to all commercial verticals. The initial purchase price consisted of $4.0 million. In addition, depending upon the$5.0 million cash and $1.0 million of stock. We also paid an additional $3.0 million based on Voltrek's performance during the currentin fiscal 2023 and following calendar years, Orion could pay up to an additional $0.7$3.5 million and $7.15 million in earn out related purchase price.compensatory consideration if Voltrek exceeds certain earnings targets in fiscal 2024 and 2025, respectively. The acquisition was funded from existing cash resources. Stay-Lite Lighting will operateand credit resources and has been operating as Stay-Lite, anVoltrek, a division of Orion Energy Systems business. The acquisition accelerates the growth of our maintenance services offerings through our Orion Services Group, which provides lighting and electrical services to customers.Systems.
Recent Developments
During the fourth quarter of fiscal 2022, we substantially completed a significant project rollout for our large national retail customer. During the first quarter of fiscal 2021, we continued to support this customer, but at lower revenue levels than the comparative prior year quarter.
Results of Operations - Three Months Ended June 30, 20222023 versus Three Months Ended June 30, 20212022
The following table sets forth the line items of our Condensed Consolidated Statements of Operations and as a relative percentage of our total revenue for each applicable period, together with the relative percentage change in such line item between applicable comparable periods (dollars in thousands, except percentages):
|
| Three Months Ended June 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
|
|
|
|
| 2022 |
|
| 2021 |
|
| 2023 |
|
| 2022 |
|
|
|
| 2023 |
|
| 2022 |
| ||||||||||
|
| Amount |
|
| Amount |
|
| % Change |
|
| % of Revenue |
|
| % of Revenue |
|
| Amount |
|
| Amount |
|
| % |
|
| % of |
|
| % of |
| ||||||||||
Product revenue |
| $ | 13,483 |
|
| $ | 28,246 |
|
|
| (52.3 | )% |
|
| 75.3 | % |
|
| 80.5 | % |
| $ | 13,671 |
|
| $ | 13,483 |
|
|
| 1.4 | % |
|
| 77.6 | % |
|
| 75.3 | % |
Service revenue |
|
| 4,423 |
|
|
| 6,855 |
|
|
| (35.5 | )% |
|
| 24.7 | % |
|
| 19.5 | % |
|
| 3,942 |
|
|
| 4,423 |
|
|
| (10.9 | )% |
|
| 22.4 | % |
|
| 24.7 | % |
Total revenue |
|
| 17,906 |
|
|
| 35,101 |
|
|
| (49.0 | )% |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 17,613 |
|
|
| 17,906 |
|
|
| (1.6 | )% |
|
| 100.0 | % |
|
| 100.0 | % |
Cost of product revenue |
|
| 10,385 |
|
|
| 19,433 |
|
|
| (46.6 | )% |
|
| 58.0 | % |
|
| 55.4 | % |
|
| 10,059 |
|
|
| 10,385 |
|
|
| (3.1 | )% |
|
| 57.1 | % |
|
| 58.0 | % |
Cost of service revenue |
|
| 3,967 |
|
|
| 5,438 |
|
|
| (27.1 | )% |
|
| 22.2 | % |
|
| 15.5 | % |
|
| 4,383 |
|
|
| 3,967 |
|
|
| 10.5 | % |
|
| 24.9 | % |
|
| 22.2 | % |
Total cost of revenue |
|
| 14,352 |
|
|
| 24,871 |
|
|
| (42.3 | )% |
|
| 80.2 | % |
|
| 70.9 | % |
|
| 14,442 |
|
|
| 14,352 |
|
|
| 0.6 | % |
|
| 82.0 | % |
|
| 80.2 | % |
Gross profit |
|
| 3,554 |
|
|
| 10,230 |
|
|
| (65.3 | )% |
|
| 19.8 | % |
|
| 29.1 | % |
|
| 3,171 |
|
|
| 3,554 |
|
|
| (10.8 | )% |
|
| 18.0 | % |
|
| 19.8 | % |
General and administrative expenses |
|
| 3,754 |
|
|
| 3,111 |
|
|
| 20.7 | % |
|
| 21.0 | % |
|
| 8.9 | % |
|
| 5,739 |
|
|
| 3,754 |
|
|
| 52.9 | % |
|
| 32.6 | % |
|
| 21.0 | % |
Acquisition costs |
|
| 14 |
|
|
| — |
|
| NM |
|
|
| 0.1 | % |
|
| — |
| |||||||||||||||||||||
Acquisition related costs |
|
| 53 |
|
|
| 14 |
|
|
| 278.6 | % |
|
| 0.3 | % |
|
| 0.1 | % | ||||||||||||||||||||
Sales and marketing expenses |
|
| 2,889 |
|
|
| 3,245 |
|
|
| (11.0 | )% |
|
| 16.1 | % |
|
| 9.2 | % |
|
| 3,296 |
|
|
| 2,889 |
|
|
| 14.1 | % |
|
| 18.7 | % |
|
| 16.1 | % |
Research and development expenses |
|
| 514 |
|
|
| 456 |
|
|
| 12.7 | % |
|
| 2.9 | % |
|
| 1.3 | % |
|
| 480 |
|
|
| 514 |
|
|
| (6.6 | )% |
|
| 2.7 | % |
|
| 2.9 | % |
(Loss) income from operations |
|
| (3,617 | ) |
|
| 3,418 |
|
|
| (205.8 | )% |
|
| (20.2 | )% |
|
| 9.7 | % | ||||||||||||||||||||
Loss from operations |
|
| (6,397 | ) |
|
| (3,617 | ) |
|
| 76.9 | % |
|
| (36.3 | )% |
|
| (20.2 | )% | ||||||||||||||||||||
Other income |
|
| (1 | ) |
|
| 1 |
|
| NM |
|
|
| (0.0 | )% |
|
| 0.0 | % |
|
| — |
|
|
| (1 | ) |
|
| (100.0 | )% |
|
| — |
|
|
| (0.0 | )% | |
Interest expense |
|
| (17 | ) |
|
| (19 | ) |
|
| (10.5 | )% |
|
| (0.1 | )% |
|
| (0.1 | )% |
|
| (176 | ) |
|
| (17 | ) |
|
| 935.3 | % |
|
| (1.0 | )% |
|
| (0.1 | )% |
Amortization of debt issue costs |
|
| (15 | ) |
|
| (16 | ) |
|
| (6.3 | )% |
|
| (0.1 | )% |
|
| (0.0 | )% |
|
| (24 | ) |
|
| (15 | ) |
|
| 60.0 | % |
|
| (0.1 | )% |
|
| (0.1 | )% |
(Loss) income before income tax |
|
| (3,650 | ) |
|
| 3,384 |
|
| NM |
|
|
| (20.4 | )% |
|
| 9.6 | % | |||||||||||||||||||||
Income tax (benefit) expense |
|
| (815 | ) |
|
| 874 |
|
| NM |
|
|
| (4.6 | )% |
|
| 2.5 | % | |||||||||||||||||||||
Net (loss) income |
| $ | (2,835 | ) |
| $ | 2,510 |
|
| NM |
|
|
| (15.8 | )% |
|
| 7.2 | % | |||||||||||||||||||||
Interest income |
|
| 2 |
|
|
| — |
|
| NM |
|
|
| 0.0 | % |
|
| 0.0 | % | |||||||||||||||||||||
Loss before income tax |
|
| (6,595 | ) |
|
| (3,650 | ) |
|
| 80.7 | % |
|
| (37.4 | )% |
|
| (20.4 | )% | ||||||||||||||||||||
Income tax expense (benefit) |
|
| 42 |
|
|
| (815 | ) |
| NM |
|
|
| 0.2 | % |
|
| (4.6 | )% | |||||||||||||||||||||
Net loss |
| $ | (6,637 | ) |
| $ | (2,835 | ) |
|
| 134.1 | % |
|
| (37.7 | )% |
|
| (15.8 | )% |
*NM - Not Meaningful
Revenue, Cost of Revenue and Gross Margin. Product revenue decreased 52.3%increased 1.4%, or $14.8$0.2 million, for the first quarter of fiscal 20232024 versus the first quarter of fiscal 2022.2023. Service revenue decreased 35.5%10.9%, or $2.4$0.5 million, for the first quarter of fiscal 20232024 versus the first quarter of fiscal 2022.2023. The resulting decrease in product and servicetotal revenue was due to significantly lower project revenues from our largest customer and other customer delays on severalvariability in the timing of larger LED lighting and controls projects primarily causedoffset by the responseaddition of customers to supply chain disruptions and COVID-19 related impacts to our businesses. This includes installations from our existing large national retail customer, which represented 13.8% of total revenueEV revenue. The decrease in the first quarter of fiscal 2023. This decrease in revenue iswas partially offset by revenues due to the acquisition of Stay-Lite Lighting.Voltrek. Cost of product revenue decreased by 46.6%3.1%, or $9.0$0.3 million, in the first quarter of fiscal 20232024 versus the comparable period in fiscal 2022.2023. Cost of service revenue decreasedincreased by 27.1%10.5%, or $1.5$0.4 million, in the first quarter of fiscal 20232024 versus the comparable period in fiscal 2022. The decrease in product and service costs was primarily due to the decrease in revenue.2023. Gross margin decreased from 29.1%19.8% of revenue in the first quarter of fiscal 20222023 to 19.8%18.0% in the first quarter of fiscal 2023,2024, due primarily to reduced sales decreasing the absorption of fixed costs.
22
Operating Expenses
General and Administrative. General and administrative expenses increased 20.7%52.9%, or $0.6$2.0 million, in the first quarter of fiscal 20232024 compared to the first quarter of fiscal 2022.2023. This comparative increase was primarily due to the acquisition of Stay-Lite Lighting.Voltrek and a $1.1 million accrual of the expected Voltrek earn-out payment.
Acquisition Related Costs. Acquisition related costs were relatively flat, in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023.
Sales and Marketing. Sales and marketing expenses decreased 11.0%increased 14.1%, or $0.4 million, in the first quarter of fiscal 20232024 compared to the first quarter of fiscal 2022.2023. This comparative decreaseincrease was primarily due to a reduction in commission expense on lower sales, partially offset by increased employment costs.the acquisition of Voltrek.
Research and Development. Research and development expenses increased 12.7%, or $0.1 million,were relatively flat, in the first quarter of fiscal 20232024 compared to the first quarter of fiscal 2022, as a result of increased testing.2023.
Interest Expense. Interest expense in the first quarter of fiscal 2023 decreased 10.5%, or $2 thousand, from the first quarter of fiscal 2022. The decrease in interest expense was due to fewer sales of receivables.Lighting Division
Orion Services Group Division
Our OSG segmentlighting division develops and sells lighting products and provides construction engineering along with installation and maintenanceengineering services for our commercial lighting and energy management systems. OSGOur lighting division provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers.customers mostly through direct sales and also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through ESCOs and contractors.
The following table summarizes our OSG segmentlighting division operating results (dollars in thousands):
|
| Three Months Ended June 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
| % Change |
|
| 2023 |
|
| 2022 |
|
| % |
| ||||||
Revenues |
| $ | 9,035 |
|
| $ | 21,988 |
|
|
| (58.9 | )% |
| $ | 12,621 |
|
| $ | 13,852 |
|
|
| (8.9 | )% |
Operating income |
| $ | (2,229 | ) |
| $ | 1,864 |
|
|
| (219.6 | )% | ||||||||||||
Operating loss |
| $ | (766 | ) |
| $ | (1,004 | ) |
|
| 23.7 | % | ||||||||||||
Operating margin |
|
| (24.7 | )% |
|
| 8.5 | % |
|
|
|
|
|
| (6.1 | )% |
|
| (7.2 | )% |
|
|
|
OSG segmentLighting division revenue in the first quarter of fiscal 20232024 decreased by 58.9%8.9%, or $13.0 million. The decrease in revenue was due to a significant reduction of project volume from our largest customer and other customer delays on several larger LED lighting and controls projects, primarily caused by the response of customers to supply chain disruptions and COVID-19 related impacts to our businesses. This revenue decrease is partially offset by the added revenue from Stay-Lite Lighting. This decrease led to a corresponding operating loss in this segment, as a result of revenue decreasing absorption of fixed costs.
Orion Distribution Services Division
Our ODS segment focuses on selling lighting products through manufacturer representative agencies and a network of North American broadline and electrical distributors and contractors.
The following table summarizes our ODS segment operating results (dollars in thousands):
|
| Three Months Ended June 30, |
| |||||||||
|
| 2022 |
|
| 2021 |
|
| % Change |
| |||
Revenues |
| $ | 4,826 |
|
| $ | 9,286 |
|
|
| (48.0 | )% |
Operating income |
| $ | (51 | ) |
| $ | 2,122 |
|
|
| (102.4 | )% |
Operating margin |
|
| (1.1 | )% |
|
| 22.9 | % |
|
|
|
|
ODS segment revenue in the first quarter of fiscal 2023 decreased by 48.0%, or $4.5$1.2 million compared to the first quarter of fiscal 20222023. The decrease in lighting division revenue was due to variability in the timing of larger lighting projects. The decrease in corresponding operating loss in this segment is a result of improved gross margin.
Maintenance Division
Our maintenance division provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.
The following table summarizes our maintenance division operating results (dollars in thousands):
|
| Three Months Ended June 30, |
| |||||||||
|
| 2023 |
|
| 2022 |
|
| % |
| |||
Revenues |
| $ | 3,754 |
|
| $ | 4,054 |
|
|
| (7.4 | )% |
Operating loss |
| $ | (1,840 | ) |
| $ | (290 | ) |
|
| (534.5 | )% |
Operating margin |
|
| (49.0 | )% |
|
| (7.2 | )% |
|
|
|
Maintenance division revenue in the first quarter of fiscal 2024 decreased by 7.4%, or $0.3 million, compared to the first quarter of fiscal 2023, primarily due to a decrease in sales to one customer. The decrease in sales resulted in a corresponding operatingcustomer. Operating loss in this segment based on operating leverage.increased as a result of a decrease in gross margins driven by higher subcontractor costs.
Orion U.S. Markets23
Electric Vehicle Charging Division
Our USM segment sellsEV division offers leading electric vehicle charging expertise and provides EV turnkey installation solutions with ongoing support to all commercial lighting systems and energy management systems to the wholesale contractor markets. USM customers include ESCOs and contractors.verticals.
The following table summarizes our USMEV segment operatingoperations results (dollars in thousands):
|
| Three Months Ended June 30, | ||||||||
|
| 2023 |
|
| 2022 |
|
| % | ||
Revenues |
| $ | 1,238 |
|
| $ | — |
|
| NM |
Operating loss |
| $ | (1,934 | ) |
| $ | — |
|
| NM |
Operating margin |
|
| (156.2 | )% |
|
| — | % |
|
|
* NM - Not Meaningful
|
| Three Months Ended June 30, |
| |||||||||
|
| 2022 |
|
| 2021 |
|
| % Change |
| |||
Revenues |
| $ | 4,045 |
|
| $ | 3,827 |
|
|
| 5.7 | % |
Operating income |
| $ | 186 |
|
| $ | 651 |
|
|
| (71.4 | )% |
Operating margin |
|
| 4.6 | % |
|
| 17.0 | % |
|
|
|
|
USMEV segment revenue generated by Voltrek in the first quarter of fiscal 2023 increased by 5.7%, or $0.2 million, compared to the first quarter of fiscal 2022, primarily due to a more diversified customer base.2024 was $1.2 million. Operating incomeloss in this segment decreased aswas primarily a result of increased allocation$1.1 million of earn-out expense included in general and administrative costs.
Liquidity and Capital Resources
Overview
We believe our existing cash and operating cash flow provide us with the financial flexibility needed to meet our capital requirements, including to fund targeted our budgeted capital expenditures acquisitions and working capital needs for at least one year from the date of this report, as well as our longer-term capital requirements for periods beyond at least one year from the date of this report.
We had approximately $9.4$8.2 million in cash and cash equivalents as of June 30, 2022,2023, compared to $14.5$16.0 million at March 31, 2022.2023. Our cash position decreased as a result of an operating loss and an overall use of working capital during the first quarter of fiscal 2023.2024.
Our future liquidity needs and forecasted cash flows are dependent upon many factors, including our relative revenue, gross margins, cash management practices, cost containment, working capital management and capital expenditures. While we believe that we will likely have adequate available cash and equivalents and credit availability under our Credit Agreement to satisfy our currently anticipated working capital and liquidity requirements duringfor at least the next 12 months based on our current cash flow forecast, there can be no assurance to that effect. Ifif we experience significant liquidity constraints, we may be required to issue equity or debt securities, reduce our sales efforts, implement additional cost savings initiatives or undertake other efforts to conserve our cash.
Cash Flows
The following table summarizes our cash flows for the three months ended June 30, 20222023 and 20212022 (in thousands):
|
| Three Months Ended June 30, |
|
| Three Months Ended June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2023 |
|
| 2022 |
| ||||
Operating activities |
| $ | (5,005 | ) |
| $ | (2,966 | ) |
| $ | (7,327 | ) |
| $ | (5,005 | ) |
Investing activities |
|
| (85 | ) |
|
| (656 | ) |
|
| (413 | ) |
|
| (85 | ) |
Financing activities |
|
| 48 |
|
|
| 92 |
|
|
| (3 | ) |
|
| 48 |
|
Decrease in cash and cash equivalents |
| $ | (5,042 | ) |
| $ | (3,530 | ) |
| $ | (7,743 | ) |
| $ | (5,042 | ) |
Cash Flows Related to Operating Activities. Cash used in operating activities primarily consists of net loss adjusted for certain non-cash items, including depreciation, amortization of intangible assets, stock-based compensation, amortization of debt issue costs, provisions for reserves, and the effect of changes in working capital and other activities.
Cash used in operating activities for the first three monthsquarter of fiscal 2024 was $7.3 million and consisted of our net loss of $6.6 million adjusted for non-cash expense items and net cash used in changes in operating assets of $0.8 million, the largest of which was a $1.9 million decrease in accounts payable.
24
Cash used in operating activities for the first quarter of fiscal 2023 was $5.0 million and consisted of our net loss of $2.8 million adjusted for non-cash expense items and net cash used in changes in working capital of $2.0 million, the largest of which was a $2.5 million decrease in accounts payable.
Cash used in operating activities for the first three months of fiscal 2022 was $3.0 million and consisted of our net income adjusted for non-cash expense items of $1.6 million and net cash used in changes in operating assets and liabilities of $7.0 million. Cash used by operating assets and liabilities consisted primarily of an increase in accounts receivable of $5.9 million due to higher sales and the timing of collections, and a decrease in accrued expenses and other of $3.6 million due to timing of invoices received. Cash provided by changes in operating assets and liabilities consisted primarily of a decrease of $1.9 million in revenue earned but not billed and an increase in accounts payable of $1.4 million due to the timing of payments.
Cash Flows Related to Investing Activities. Cash used in investing activities of $0.4 million in the first quarter of fiscal 2024 consisted primarily of purchases of property and equipment.
Cash used in investing activities of $0.1 million in the first three monthsquarter of fiscal 20222023 consisted primarily of purchases of property and equipment.
Cash used in investing activities of $0.7 million in the first three months of fiscal 2022 consisted primarily of cash paid for a non-controlling equity stake in ndustrial of $0.5 million and purchases of property and equipment.
Cash Flows Related to Financing Activities. Cash used by financing activities of $3 thousand in the first quarter of fiscal 2024 consisted primarily of payment of long-term debt.
Cash provided by financing activities of $48 thousand in the first three monthsquarter of fiscal 2023 consisted primarily of proceeds from employee equity exercises.
Cash provided by financing activities of $0.1 million in the first three months of fiscal 2022 consisted primarily of proceeds from employee equity exercises.
Working Capital
Our net working capital as of June 30, 20222023 was $29.5$20.6 million, consisting of $44.4$43.0 million in current assets and $14.9$22.3 million in current liabilities. Our net working capital as of March 31, 20222023 was $32.9$25.9 million, consisting of $51.2$50.4 million in current assets and $18.4$24.5 million in current liabilities. The decrease in our working capital from the fiscal 2022 year-end was primarily due to an overall reduction in project volume performed for our largest customer.
We generally attempt to maintain at least a three-month supply of on-hand inventory of purchased components and raw materials to meet anticipated demand, as well as to reduce our risk of unexpected raw material or component shortages or supply interruptions. Because of recent supply chain challenges, we have been making additional incremental inventory purchases. Our accounts receivables, inventory and payables may increase to the extent our revenue and order levels increase.
Indebtedness
Indebtedness
Revolving Credit Agreement
On December 29, 2020, we entered into a new $25 million Loan and Security Agreement (the “Credit Agreement”) with Bank of America, N.A., as lender (the “Lender”). The Credit Agreement replaced our prior $20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”).
The replacement of the Prior Credit Agreement with the Credit Agreement provides us with increased financing capacity and liquidity to fund our operations and implement our strategic plans.
The Credit Agreement provides for a five-year $25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of June 30, 2022,2023, the borrowing base supports $15.8 million availability of the Credit Facility. AsFacility supports $18.6 million of June 30, 2022, no amounts were borrowed under the Credit Facility.availability, with $8.6 million of remaining availability net of $10.0 million borrowed.
The Credit Agreement is secured by a first lien security interest in substantially all of our assets.
BacklogEffective November 4, 2022, we, along with the Lender, executed Amendment No. 1 to the Credit Agreement. The primary purpose of the amendment was to include the assets of our acquired subsidiaries, Stay-Lite Lighting and Voltrek as secured collateral under the Credit Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek are now included in our borrowing base calculation for the purpose of establishing our monthly borrowing availability under the Credit Agreement. The amendment also clarified that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement.
25
Backlog
Backlog represents the amount of revenue that we expect to realize in the future as a result of firm, committed purchase orders. Backlog totaled $8.3$19.0 million and $10.1$17.2 million as of June 30, 20222023 and March 31, 2022,2023, respectively. We generally expect our backlog to be recognized as revenue within one year, although the COVID-19 pandemic may extend this time period.year. Backlog does not include any amounts for contracted maintenance services.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Inflation
We have experienced increases in various input costs including labor, components and transportation in the past year. In response, we have implemented multiple price increases, and we have substantially mitigated the inflationary pressures, such that our results from operations have not been materially affected to date by inflation. We are monitoring input costs and cannot currently predict the future impact toon our operations by inflation.increasing or ongoing inflationary pressures.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires us to make certain estimates and judgments that affect our reported assets, liabilities, revenue and expenses, and our related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an ongoing basis, including those related to revenue recognition, inventory valuation, collectability of receivables, stock-based compensation warranty reserves and income taxes. The estimates of forecasted cash flows are used in the assessment for impairment of long-lived assets and the realizability of deferred tax assets. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. A summary of our critical accounting policies is set forth in the “Critical Accounting Policies and Estimates” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended March 31, 2022.2023. For the three monthsquarter ended June 30, 2022,2023, there were no material changes in our accounting policies.
Recent Accounting Pronouncements
For a complete discussion of recent accounting pronouncements, refer to Note 3 in the Condensed Consolidated Financial Statements included elsewhere in this report.
26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Our exposure to market risk was discussed in the “Quantitative and Qualitative Disclosures About Market Risk” section contained in our Annual Report on Form 10-K for the year ended March 31, 2022.2023. There have been no material changes to such exposures since March 31, 2022.2023.
ITEM 4. CONTROLS AND PROCEDURES
|
|
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of June 30, 2022,2023, an evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based on this evaluation, such officers have concluded that our disclosure controls and procedures were effective as of June 30, 2022.2023.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) for the quarter ended June 30, 2022,2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
|
|
We are subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, we do not believe that the final resolution of any of such claims or legal proceedings will have a material adverse effect on our future results of operations.
See Note 15 – Commitments and Contingencies, to the Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
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We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I - Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022,2023, which we filed with the SEC on June 10, 202212, 2023 and in Part 1 - Item 2 under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None |
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None
ITEM 5. OTHER INFORMATION |
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None
None
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ITEM 6. EXHIBITS
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31.2 | |
32.1 | |
32.2 | |
101.INS | Inline XBRL Instance Document+ |
101.SCH | Inline XBRL Taxonomy extension schema document+ |
101.CAL | Inline XBRL Taxonomy extension calculation linkbase document+ |
101.DEF | Inline XBRL Taxonomy extension definition linkbase document+ |
101.LAB | Inline XBRL Taxonomy extension label linkbase document+ |
101.PRE | Inline XBRL Taxonomy extension presentation linkbase document+ |
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
+ Filed herewith 29 SIGNATURE
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 5, 2022.9, 2023.
ORION ENERGY SYSTEMS, INC. | ||
By | /s/ J. Per Brodin | |
J. Per Brodin | ||
Chief Financial Officer | ||
(Principal Financial Officer and Authorized Signatory) |
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