Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | May 31, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | Orion Energy Systems, Inc. | ||
Entity Central Index Key | 0001409375 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2023 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity File Number | 001-33887 | ||
Entity Tax Identification Number | 39-1847269 | ||
Entity Address, Address Line One | 2210 Woodland Drive | ||
Entity Address, City or Town | Manitowoc | ||
Entity Address, State or Province | WI | ||
Entity Address, Postal Zip Code | 54220 | ||
City Area Code | 920 | ||
Local Phone Number | 892-9340 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | WI | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common stock, no par value | ||
Trading Symbol | OESX | ||
Security Exchange Name | NASDAQ | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Milwaukee, WI | ||
Auditor Firm ID | 243 | ||
Entity Public Float | $ 41,177,495 | ||
Entity Common Stock, Shares Outstanding | 32,295,408 | ||
Documents Incorporated by Reference | Portions of the Registrant's Proxy Statement for the 2023 Annual Meeting of Shareholders to be held on August 10, 2023 are incorporated herein by reference in Part III of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 15,992 | $ 14,466 |
Accounts receivable, net | 13,728 | 11,899 |
Revenue earned but not billed | 1,320 | 2,421 |
Inventories, net | 18,205 | 19,832 |
Prepaid expenses and other current assets | 1,116 | 2,631 |
Total current assets | 50,361 | 51,249 |
Property and equipment, net | 10,470 | 11,466 |
Goodwill | 1,484 | 350 |
Other intangible assets, net | 6,004 | 2,404 |
Deferred tax assets | 0 | 17,805 |
Other long-term assets | 3,260 | 3,543 |
Total Assets | 71,579 | 86,817 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 13,405 | 9,855 |
Accrued expenses and other | 10,552 | 8,427 |
Deferred revenue, current | 480 | 76 |
Current maturities of long-term debt | 17 | 16 |
Total current liabilities | 24,454 | 18,374 |
Revolving credit facility | 10,000 | 0 |
Long-term debt, less current maturities | 3 | 19 |
Deferred revenue, long-term | 489 | 564 |
Other long-term liabilities | 3,384 | 2,760 |
Total liabilities | 38,330 | 21,717 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2023 and 2022; no shares issued and outstanding at March 31, 2023 and 2022 | 0 | 0 |
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2023 and 2022; shares issued: 41,767,092 and 40,279,050 at March 31, 2023 and 2022; shares outstanding: 32,295,408 and 30,805,300 at March 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 160,907 | 158,419 |
Treasury stock: 9,471,684 and 9,473,750 common shares at March 31, 2022 and 2021 | (36,237) | (36,239) |
Retained deficit | (91,421) | (57,080) |
Total shareholders’ equity | 33,249 | 65,100 |
Total liabilities and shareholders’ equity | $ 71,579 | $ 86,817 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 41,767,092 | 40,570,909 |
Common stock, shares outstanding (in shares) | 32,295,408 | 31,097,872 |
Treasury stock (in shares) | 9,471,684 | 9,473,037 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenues | $ 77,383 | $ 124,383 | $ 116,840 | |
Cost of revenue | 59,872 | 90,471 | 86,716 | |
Gross profit | 17,511 | 33,912 | 30,124 | |
Operating expenses: | ||||
General and administrative | 19,487 | 11,680 | 11,262 | |
Acquisition related costs | 765 | 512 | 0 | |
Sales and marketing | 11,392 | 11,628 | 10,341 | |
Research and development | 1,852 | 1,701 | 1,685 | |
Total operating expenses | 33,496 | 25,521 | 23,288 | |
Income from operations | (15,985) | 8,391 | 6,836 | |
Other income (expense): | ||||
Other income | 0 | 1 | 56 | |
Interest expense | (339) | (80) | (127) | |
Amortization of debt issue costs | (73) | (62) | (157) | |
Loss on debt extinguishment | 0 | 0 | (90) | |
Interest income | 34 | 0 | 0 | |
Total other expense | (378) | (141) | (318) | |
Income before income tax | (16,363) | 8,250 | 6,518 | |
Income tax expense (benefit) | 17,978 | 2,159 | (19,616) | |
Net (loss) income | $ (34,341) | [1] | $ 6,091 | $ 26,134 |
Basic net (loss) income per share attributable to common shareholders | $ (1.08) | [1] | $ 0.20 | $ 0.85 |
Weighted-average common shares outstanding | 31,703,712 | 31,018,356 | 30,634,553 | |
Diluted net (loss) income per share | $ (1.08) | [1] | $ 0.19 | $ 0.83 |
Weighted-average common shares and share equivalents outstanding | 31,703,712 | 31,294,573 | 31,303,727 | |
Product revenue | ||||
Revenues | $ 57,210 | $ 91,889 | $ 87,664 | |
Cost of revenue | 42,979 | 65,249 | 63,233 | |
Service revenue | ||||
Revenues | 20,173 | 32,494 | 29,176 | |
Cost of revenue | $ 16,893 | $ 25,222 | $ 23,483 | |
[1] Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock, Shares | Common Stock, Additional Paid-in Capital | Treasury Stock | Retained Earnings (Deficit) | |
Shareholders' equity, beginning of period at Mar. 31, 2020 | $ 31,035 | $ 156,503 | $ (36,163) | $ (89,305) | ||
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020 | 30,265,997 | |||||
Exercise of stock options for cash | 229 | 229 | ||||
Exercise of stock options for cash (shares) | 99,000 | |||||
Shares issued under Employee Stock Purchase Plan | 7 | 7 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 1,146 | |||||
Stock-based compensation | 753 | 753 | ||||
Stock-based compensation (shares) | 450,481 | |||||
Employee tax withholdings on stock-based compensation | (84) | (84) | ||||
Employee tax withholdings on stock-based compensation (shares) | (11,324) | |||||
Net income (dollars in thousands) | 26,134 | 26,134 | ||||
Shareholders' equity, end of period at Mar. 31, 2021 | 58,074 | 157,485 | (36,240) | (63,171) | ||
Shareholders' equity, at end of period (shares) at Mar. 31, 2021 | 30,805,300 | |||||
Exercise of stock options for cash | 121 | 121 | ||||
Exercise of stock options for cash (shares) | 31,845 | |||||
Shares issued under Employee Stock Purchase Plan | 6 | 6 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 1,617 | |||||
Stock-based compensation | 813 | 813 | ||||
Stock-based compensation (shares) | 260,014 | |||||
Employee tax withholdings on stock-based compensation | (5) | (5) | ||||
Employee tax withholdings on stock-based compensation (shares) | (904) | |||||
Net income (dollars in thousands) | 6,091 | 6,091 | ||||
Shareholders' equity, end of period at Mar. 31, 2022 | $ 65,100 | 158,419 | (36,239) | (57,080) | ||
Shareholders' equity, at end of period (shares) at Mar. 31, 2022 | 31,097,872 | |||||
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 31,097,872 | |||||
Issuance of common stock for acquisition | $ 800 | 800 | ||||
Issuance of common stock for acquisition, share | 620,067 | |||||
Issuance of stock and shares for services | 22 | 22 | ||||
Issuance of stock and shares for services (shares) | 12,848 | |||||
Exercise of stock options for cash | 54 | 54 | ||||
Exercise of stock options for cash (shares) | 26,646 | |||||
Shares issued under Employee Stock Purchase Plan | 4 | 4 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 2,274 | |||||
Stock-based compensation | 1,612 | 1,612 | ||||
Stock-based compensation (shares) | 536,622 | |||||
Employee tax withholdings on stock-based compensation | (2) | (2) | ||||
Employee tax withholdings on stock-based compensation (shares) | (921) | |||||
Net income (dollars in thousands) | (34,341) | [1] | (34,341) | |||
Shareholders' equity, end of period at Mar. 31, 2023 | $ 33,249 | $ 160,907 | $ (36,237) | $ (91,421) | ||
Shareholders' equity, at end of period (shares) at Mar. 31, 2023 | 32,295,408 | |||||
[1] Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | |||
Net income | $ (34,341) | $ 6,091 | $ 26,134 |
Adjustments to reconcile net income to net cash (used in) | |||
Depreciation | 1,369 | 1,327 | 1,190 |
Amortization of intangible assets | 653 | 227 | 290 |
Stock-based compensation | 1,612 | 813 | 753 |
Amortization of debt issue costs | 73 | 62 | 157 |
Loss on debt extinguishment | 0 | 0 | 90 |
Deferred income tax benefit | 17,881 | 1,980 | (19,860) |
(Gain) loss on sale of property and equipment | 27 | (77) | 1 |
Provision for inventory reserves | 628 | 623 | 275 |
Provision for bad debts | 65 | 10 | 0 |
Other | 96 | 26 | 106 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (586) | 4,407 | (2,384) |
Revenue earned but not billed | 1,426 | 851 | (2,370) |
Inventories | 1,879 | (420) | (5,322) |
Prepaid expenses and other assets | 2,017 | (888) | (396) |
Accounts payable | 2,372 | (8,125) | (2,637) |
Accrued expenses and other liabilities | 2,209 | (6,933) | 5,797 |
Deferred revenue, current and long-term | 329 | (87) | (95) |
Net cash (used in) provided by operating activities | (2,291) | (113) | 1,729 |
Investing activities | |||
Cash to fund acquisition, net of cash received | (5,600) | (4,012) | 0 |
Cash paid for investment | 0 | (500) | 0 |
Purchase of property and equipment | (586) | (518) | (902) |
Additions to patents and licenses | (9) | (10) | (51) |
Proceeds from sales of property, plant and equipment | 0 | 122 | 7 |
Net cash used in investing activities | (6,195) | (4,918) | (946) |
Financing activities | |||
Payment of long-term debt | (15) | (14) | (35) |
Proceeds from revolving credit facility | 10,000 | 0 | 8,000 |
Payment of revolving credit facility | 0 | 0 | (18,013) |
Payments to settle employee tax withholdings on stock-based compensation | (2) | (5) | (84) |
Debt issue costs | (29) | (4) | (245) |
Net proceeds from employee equity exercises | 58 | 127 | 236 |
Net cash provided by (used in) financing activities | 10,012 | 104 | (10,141) |
Net (decrease) increase in cash and cash equivalents | 1,526 | (4,927) | (9,358) |
Cash and cash equivalents at beginning of period | 14,466 | 19,393 | 28,751 |
Cash and cash equivalents at end of period | 15,992 | 14,466 | 19,393 |
Supplemental cash flow information: | |||
Cash paid for interest | (346) | (68) | (118) |
Cash paid for income taxes | (87) | (203) | (175) |
Supplemental disclosure of non-cash investing and financing activities: | |||
Operating lease assets obtained in exchange for new operating lease liabilities | 0 | 0 | 355 |
Issuance of common stock in connection with acquisition | $ 800 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion provides light emitting diode lighting systems, wireless Internet of Things enabled control solutions, project engineering, energy project management design, maintenance services and turnkey electric 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. 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, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $ 0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2023. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations. Allowance for Doubtful Accounts Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for doubtful accounts based upon the aging of the underlying receivables, historical experience with write-offs and specific customer collection issues that have been identified. See Note 4 – Accounts Receivable for further discussion of the allowance for doubtful accounts. Incentive Plan Orion’s compensation committee approved an Executive Annual Cash Incentive Program. Based upon the results for the fiscal years ended March 31, 2023, 2022, and 2021, Orion accrued approximately $ 0 , $ 0.1 million, and $ 0.7 million expense related to this plan, respectively. Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. 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 Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation. If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated stand-alone selling price for the installation performance obligation and is based on average historical installation margin. Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction. Revenue from a customer contract which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices. Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below: • when there is a legal transfer of ownership; • when the customer obtains physical possession of the products; • when the customer starts to receive the benefit of the products; • the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility; • whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility; • when each light fixture is physically installed and working correctly; • when the customer formally accepts the product; and • when Orion receives payment from the customer for the light fixtures. Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract. 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 Consolidated Statement of Operations. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment 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 principal in the sales of charging 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 related to the EV charging business is presented in Service revenue. Revenue from the 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 Consolidated Statement of Operations. See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations on the line item Research and development. Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2023, Orion recognized a valuation allowance for all of its net deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 17 – Stock Options and Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors. Acquisition Related Costs Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs. Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed 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 ballasts, lamps and LED components, from multiple suppliers. For fiscal 2023, 2022 and 2021, no supplier accounted for more than 10 % of total cost of revenue. In fiscal 2023 , one customer accounted for 16.2 % of revenue. In fiscal 2022 , one customer accounted for 49.1 % of total revenue. In fiscal 2021 , one customer accounted for 56.0 % of total revenue. The revenue from this customer is recorded in Orion's OSG segment. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable. As of March 31, 2022 , two customers accounted for 11.8 % and 10.4 % of accounts receivable, respectively. Recent Accounting Pronouncements Issued: Not Yet Adopted 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 does not anticipate the impact of adoption of this standard will be material on its consolidated statements of operations, cash flows, and the related footnote disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet. |
REVENUE
REVENUE | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3 — REVENUE Revenue Recognition See Note 3 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies related to revenue recognition. Contract Fulfillment Costs Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of product revenue at the time revenue is recorded. See Note 6 – Inventories. Costs associated with installation sales are expensed as incurred. Disaggregation of Revenue Orion’s Product revenue includes revenue from contracts with customers accounted for under the scope of ASC 606 and revenue which is accounted for under other guidance. For fiscal year 2023 , Product revenue included $ 2.8 million derived from sales-type leases for light fixtures, $ 0.1 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy, and $ 0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities which are not under the scope of ASC 606. All remaining Product revenue, and all Service revenue, are derived from contracts with customers as defined in ASC 606. The primary end-users of Orion’s lighting products and services are (a) the federal government, and (b) commercial or industrial companies. The federal government obtains Orion products and services primarily through turnkey project sales that Orion makes to a select group of contractors who focus on the federal government. Revenues associated with government end-users are primarily included in the Orion Engineered Systems Division segment. Commercial or industrial end-users obtain Orion products and services through turnkey project sales or by purchasing products either direct from Orion or through distributors or energy service companies ("ESCOs"). Revenues associated with commercial and industrial end-users are included within each of Orion’s segments, dependent on the sales channel. See Footnote 17 - Segment Data, for additional discussion concerning Orion’s reportable segments. The following table provides detail of Orion’s total revenues for the year ended March 31, 2023 (dollars in thousands): Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Product Services Total Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 46,500 $ 7,088 $ 53,588 $ 89,827 $ 27,242 $ 117,069 $ 84,659 $ 29,081 $ 113,740 Maintenance Services 3,266 11,289 14,555 573 5,252 5,825 — 95 95 Electric Vehicles 4,479 1,796 6,275 — — — — — — Solar energy related revenues — — — 42 — 42 57 — 57 Total revenues from contracts with customers 54,245 20,173 74,418 90,442 32,494 122,936 84,716 29,176 113,892 Revenue accounted for under other guidance 2,965 — 2,965 1,447 — 1,447 2,948 — 2,948 Total revenue $ 57,210 $ 20,173 $ 77,383 $ 91,889 $ 32,494 $ 124,383 $ 87,664 $ 29,176 $ 116,840 Cash Flow Considerations Material only orders are short-term in nature generally having terms of significantly less than one year. We record revenue from these contracts when the customer obtains control of those goods, which is generally consistent with the payment due date. There is not a significant impact on the nature, amount, timing, and uncertainty of revenue or cash flows based on when control transfers. Turnkey projects and repair services provided to commercial or industrial companies typically span between one week to three months. Customer payment requirements for these projects vary by contract. Some contracts provide for customer payments for products and services as they are delivered, other contracts specify that the customer will pay for the project in its entirety upon completion of the installation. Turnkey projects where the end-user is the federal government typically span a three to six-month period. The contracts for these sales often provide for monthly progress payments equal to ninety percent ( 90 %) of the value provided by Orion during the month. Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments of the contract price, plus interest, over a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations. The portion of the transaction associated with the sale of the multiple individual light fixtures is accounted for as sales-type leases in accordance with the guidance for leases. Revenues associated with the sales-type leases are included in Product revenue and recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The payments associated with these transactions that are due during the twelve months subsequent to March 31, 2023 are included in Accounts receivable, net in Orion’s Consolidated Balance Sheets. The remaining amounts due that are associated with these transactions are included in Long-term accounts receivable in Orion’s Consolidated Balance Sheets. As of March 31, 2023 , there were no such transactions included in Long-term accounts receivable. The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable from the customer to a financial institution either during, or shortly after completion of, the installation period. Upon execution of the receivables purchase / sales agreement, all amounts due from the customer are included in Revenues earned but not billed on Orion’s Consolidated Balance Sheets until cash is received from the financial institution. The financial institution releases funds to Orion based on the customer’s monthly acknowledgment of the progress Orion has achieved in fulfilling its installation obligation. Orion provides the progress certifications to the financial institution one month in arrears. The total amount received from the sales of these receivables during the twelve months ended March 31, 2023, 2022, and 2021 was $ 6.3 million, $ 2.8 million and $ 5.1 million, respectively. Orion’s losses on these sales aggregated to $ 0.1 million, $ 13 thousand and $ 0.1 million for the twelve months ended March 31, 2023, 2022, and 2021, respectively, and are included in Interest expense in the Consolidated Statements of Operations. Practical Expedients and Exemptions Orion expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Sales and marketing expense. There are no other capitalizable costs associated with obtaining contracts with customers. Orion’s performance obligations related to lighting fixtures typically do not exceed nine months in duration. As a result, Orion has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value assigned to remaining performance obligations on contracts that have original expected durations of one year or less. Orion also elected the practical expedient that permits companies to not disclose quantitative information about the future revenue when revenue is recognized as invoices are issued to customers for services performed. Other than the turnkey projects which result in sales-type leases discussed above, Orion generally receives full payment for satisfied performance obligations in less than one year. Accordingly, Orion does not adjust revenues for the impact of any potential significant financing component as permitted by the practical expedients provided in ASC 606. Contract Balances A receivable is recognized when Orion has an enforceable right to payment in accordance with contract terms and an invoice has been issued to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date. Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a common practice in Orion contracts for turnkey installations and repairs / replacement services. Once Orion has an unconditional right to consideration under these contracts, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. Revenue earned but not billed as of March 31, 2023 includes $ 0 and March 31, 2022 includes $ 0.5 million, respectively, which was not derived from contracts with customers and therefore not classified as a contract asset as defined by the standards. The change in contract assets is due to lower fiscal 2023 revenue and timing of project completions and invoicing. This was partially offset by the acquisition of Voltrek. As of March 31, 2023 , Voltrek had $ 0.5 million of contract assets. Deferred revenue, current as of March 31, 2023 , includes $ 0.5 million of contract 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. Deferred revenue, long-term consists of the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by the new standards. The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2023, and March 31, 2022 (dollars in thousands): March 31, 2023 March 31, 2022 Accounts receivable, net $ 13,728 $ 11,899 Contract assets $ 1,320 $ 1,966 Contract liabilities $ 480 $ — |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 — ACCOUNTS RECEIVABLE Orion’s accounts receivable are due from companies in the commercial, governmental, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30-60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): 2023 2022 Accounts receivable, gross $ 13,814 $ 11,907 Allowance for doubtful accounts ( 86 ) ( 8 ) Accounts receivable, net $ 13,728 $ 11,899 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 — INVENTORIES Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. Orion reduces the carrying value of its inventories for differences between the cost and estimated net realizable value, taking into consideration usage in the preceding 9 to 12 months , expected demand, and other information indicating obsolescence. Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value. As of March 31, 2023 and 2022, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net 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 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 Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of March 31, 2023, and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands): March 31, 2023 March 31, 2022 Payroll tax credit $ — $ 1,587 Other prepaid expenses 1,116 1,044 Total $ 1,116 $ 2,631 During fiscal 2022, Orion recorded a $ 1.6 million current asset for the anticipated employee retention payroll tax credit (“payroll tax credit”), as expanded and extended by the American Rescue Plan Act of 2021. The credit was recorded as an offset to payroll expense, in accordance with IAS 20, in the following income statement categories: $ 0.7 million in cost of product revenue, $ 0.1 million in cost of service revenue, $ 0.3 million in general and administrative, $ 0.4 million in sales and marketing, and $ 0.1 million in research and development expenses. The refund was collected in fiscal 2023. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. Properties and equipment sold, or otherwise disposed of, are removed from the property and equipment accounts, with gains or losses on disposal credited or charged to income from operations. Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets' carrying amount to determine if a write down to market value is required. Property and equipment were comprised of the following (dollars in thousands): March 31, 2023 March 31, 2022 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,491 Furniture, fixtures and office equipment 7,782 7,650 Leasehold improvements 540 490 Equipment leased to customers 4,997 4,997 Plant equipment 11,234 11,130 Vehicles 720 796 Construction in progress 37 3 35,234 34,990 Less: accumulated depreciation and amortization ( 24,764 ) ( 23,524 ) Net property and equipment $ 10,470 $ 11,466 Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $ 1.4 million, $ 1.3 million and $ 1.2 million for the years ended March 31, 2023, 2022 and 2021, respectively. Depreciable lives by asset category are as follows: Land improvements 10 - 15 years Buildings and building improvements 10 - 39 years Furniture, fixtures and office equipment 2 - 10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3 - 10 years Vehicles 5 - 7 years No interest was capitalized for construction in progress during fiscal 2023 or fiscal 2022. As of December 31, 2022, due to a change in Orion's forecast, a triggering event occurred requiring Orion to evaluate the long-lived assets in its enterprise asset group for impairment. The enterprise asset group includes the corporate assets that support the revenue producing activities of other asset groups. Orion performed the recoverability test for the asset group by comparing its carrying value to the group’s expected future undiscounted cash flows. Orion concluded that the undiscounted cash flows of the long-lived asset group exceeded its carrying value. As such the asset group was deemed recoverable and no impairment was recorded. |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 8 — LEASES From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Effective April 1, 2019, leases are accounted for, and reported upon, following the requirements of ASC 842, Leases. Whether it is the lessee or the lessor, Orion’s determination of whether a contract includes a lease, and assessing how the lease should be accounted for, is a matter of judgment based on whether the risks and rewards, as well as substantive control of the assets specified in the contract, have been transferred from the lessor to the lessee. The judgment considers matters such as whether the assets are transferred from the lessor to the lessee at the end of the contract, the term of the agreement in relation to the asset’s remaining economic useful life, and whether the assets are of such a specialized nature that the lessor will not have an alternative use for such assets at the termination of the agreement. Other matters requiring judgment are the lease term when the agreement includes renewal or termination options and the interest rate used when initially determining the ROU asset and lease liability. ROU assets represent Orion’s right to use an underlying asset for the lease term and lease liabilities represent Orion’s obligation to make lease payments arising from the lease. 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. When available, Orion uses the implicit interest rate in the lease when completing this calculation. However, as most of Orion’s operating lease agreements generating ROU assets do not provide the implicit rate, Orion’s incremental borrowing rate under its line of credit, adjusted for differences in duration and the relative collateral value in relation to the payment obligation, at the commencement of the lease is generally used in this calculation. The lease term includes options to extend or renew the agreement, or for early termination of the agreement, when it is reasonably certain that Orion will exercise such option. ROU assets are depreciated using the straight-line method 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. 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. 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. Orion leases portions of its corporate headquarters to third parties; all such agreements have been, and continue to be, classified as operating leases under the applicable authoritative accounting guidance. The assets being leased continue to be included in Property and equipment, net. Lease payments earned are recorded as a reduction in administrative expenses. Assets Orion Leases from Other Parties On January 31, 2020, Orion entered into the current lease for its primary manufacturing and distribution facility in Manitowoc, WI. The lease has a 10 -year term, with the option to terminate after six years . The lease also has an option to renew for two additional successive periods of five years each. The renewal option is not in the calculation of the right of use asset or liability as the company has considered the termination option in the calculation. Orion is responsible for the costs of insurance and utilities for the facility. These costs are considered variable lease costs. The agreement is classified as an operating lease. In February 2014, Orion entered into a multi-year lease agreement for use of office space in a multi-use office building in Jacksonville, Florida. The lease has since been extended, most recently during the first quarter of fiscal 2021, and presently terminates on June 30, 2023 . Subsequent to year-end, this lease was extended for another three-year term. The agreement is classified as an operating lease. We lease office space in Lawrence, Massachusetts. The lease presently terminates in October, 2026 . The agreement is classified as an operating lease. We also lease office space in Pewaukee, Wisconsin. The lease has an option to renew one additional period of five years. The lease presently terminates in December, 2026 . The renewal option is not in the calculation of the right of use asset or liability as the company has considered the termination option in the calculation. The agreement is classified as an operating lease. Orion has leased other assets from third parties, principally office and production equipment. The terms of our other leases vary from contract to contract and expire at various dates in the next five years . The weighted average discount rate for Orion’s lease obligations as of March 31, 2023 is 5.4 % . The weighted average remaining lease term as of March 31, 2023 is 3.0 years. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification March 31, 2023 March 31, 2022 Assets Operating lease assets Other long-term assets $ 2,174 $ 2,440 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other 823 768 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,826 2,271 Total lease liabilities $ 2,649 $ 3,039 Orion had operating lease costs of $ 1.6 million for the year ended March 31, 2023. This includes short-term leases and variable lease costs, which are immaterial. 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 Fiscal 2024 $ 946 Fiscal 2025 949 Fiscal 2026 845 Fiscal 2027 142 Thereafter — Total lease payments $ 2,882 Less: Interest ( 233 ) Present value of lease liabilities $ 2,649 Assets Orion Leases to Other Parties Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments, at a fixed monthly amount, of the contract price, plus interest, over typically a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations under ASC 606. 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. Therefore, the portions of the transaction associated with the sale of the multiple individual light fixtures is accounted for as a sales-type lease under ASC 842. Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Consolidated Statement of Operations. These amounts are recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The execution of the acknowledgment is considered the commencement date as defined in ASC 842. The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2023, 2022 and 2020 (dollars in thousands): March 31, 2023 March 31, 2022 March 31, 2021 Product revenue $ 2,818 $ 1,169 $ 2,758 Cost of product revenue 2,771 1,073 2,512 The Consolidated Balance Sheet as of March 31, 2023 does not include a net investment in sales-type leases as all amounts due from the customer associated with lighting fixtures that were acknowledged to be installed and working correctly prior to period end were transferred to the financing institution prior to the respective balance sheet dates. Other Agreements where Orion is the Lessor Orion has leased unused portions of its corporate headquarters to third parties. The length and payment terms of the leases vary from contract to contract and, in some cases, include options for the tenants to extend the lease terms. Annual lease payments are recorded as a reduction in administrative operating expenses and were no t material in the years ended March 31, 2023, 2022 and 2021 . Orion accounts for these transactions as operating leases. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS Orion has $ 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-Lite Lighting during fiscal year 2022, which has an indefinite life, and is assigned to the Orion Services Group operating segment. Goodwill related to the Stay-Lite Lighting acquisition increased by $ 0.2 million to $ 0.6 million as compared to March 31, 2022. This increase was due to updates to purchase accounting within the measurement period. See Note 18 – Acquisition for further discussion of the Stay-Lite Lighting and Voltrek acquisitions. The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10 - 17 years Straight-line Licenses 7 - 13 years Straight-line Customer relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Vendor relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Developed technology 8 years Accelerated based upon the pattern of economic benefits Tradename 5 - 10 years Straight-line Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required. Indefinite lived intangible assets and goodwill are evaluated for impairment at least annually on the first day of Orion’s fiscal fourth quarter, or when indications of potential impairment exist. This annual impairment review may begin with a qualitative test to determine whether it is more likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If the qualitative assessment reveals that asset impairment is more likely than not, a quantitative impairment test is performed comparing the fair value of the indefinite lived intangible asset to its carrying value. Alternatively, the qualitative test may be bypassed and the quantitative impairment test may be immediately performed. If the fair value of the indefinite lived intangible asset exceeds its carrying value, the indefinite lived intangible asset is not impaired and no further review is performed. If the carrying value of the indefinite lived intangible asset exceeds its fair value, an impairment loss would be recognized in an amount equal to such excess. Once an impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset. Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets as of January 1, 2023. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2023 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. As a result of the conditions that existed as of the assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required. Orion performed a qualitative assessment in conjunction with its annual impairment test of its goodwill as of January 1, 2023. This qualitative assessment considered Orion segment's operating results for the first nine months of fiscal 2023 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. As a result of the conditions that existed as of the assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required. The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2023 March 31, 2022 Gross Accumulated Net Weighted Average Useful Life Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,930 ) $ 591 8.1 $ 2,652 $ ( 1,932 ) $ 720 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 73 ) 391 4.3 118 ( 6 ) 112 Customer relationships 5,509 ( 3,914 ) 1,595 3.9 4,178 ( 3,618 ) 560 Vendor relationships 2,600 ( 183 ) 2,417 6.5 — — — Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,058 ) $ 4,994 5.6 $ 7,906 $ ( 6,514 ) $ 1,392 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Indefinite-lived Intangible Assets $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Other Intangible Assets $ 13,062 $ ( 7,058 ) $ 6,004 $ 8,918 $ ( 6,514 ) $ 2,404 The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2024 $ 1,093 Fiscal 2025 1,084 Fiscal 2026 846 Fiscal 2027 588 Fiscal 2028 517 Thereafter 866 $ 4,994 Amortization expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Amortization included in cost of sales: Patents $ 107 $ 183 $ 175 Total $ 107 $ 183 $ 175 Amortization included in operating expenses: Customer relationships $ 296 $ 27 $ 47 Vendor relationships 183 — — Developed technology — 11 68 Tradename 67 6 — Total 546 44 115 Total amortization of intangible assets $ 653 $ 227 $ 290 Orion’s management periodically reviews the carrying value of patent applications and related costs. When a patent application is probable of being unsuccessful or a patent is no longer in use, Orion writes off the remaining carrying value as a charge to general and administrative expense within its Consolidated Statements of Operations. In fiscal years 2023, 2022, and 2021 , write-offs were immaterial. |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 12 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER | NOTE 10 — ACCRUED EXPENSES AND OTHER As of March 31, 2023 and March 31, 2022, Accrued expenses and other included the following (dollars in thousands): March 31, 2023 March 31, 2022 Accrued acquisition earn-out $ 3,000 $ 234 Other accruals 2,598 1,987 Compensation and benefits 1,412 1,668 Credits due to customers 1,310 1,209 Accrued project costs 1,218 2,215 Warranty 497 728 Sales tax 274 157 Legal and professional fees 172 106 Sales returns reserve 71 123 Total $ 10,552 $ 8,427 Accrued earn-out is related to recent acquisitions. Refer to discussion of acquisitions at Note 18 – Acquisitions. Orion generally offers a limited warranty of one to 10 years on its lighting products including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED modules, LED chips, LED 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): March 31, 2023 2022 Beginning of year $ 860 $ 1,009 Accruals 382 434 Warranty claims (net of vendor reimbursements) ( 596 ) ( 583 ) Ending balance $ 646 $ 860 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 11 — NET (LOSS) INCOME PER COMMON SHARE Basic net (loss) income per common share is computed by dividing net (loss) 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 (loss) 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 (loss) income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Net (loss) income per common share is calculated based upon the following shares: Fiscal Year Ended March 31, 2023 2022 2021 Numerator: Net (loss) income (dollars in thousands) $ ( 34,341 ) $ 6,091 $ 26,134 Denominator: Weighted-average common shares outstanding 31,703,712 31,018,356 30,634,553 Weighted-average effect of assumed conversion of stock options and restricted stock — 276,217 669,174 Weighted-average common shares and share equivalents outstanding 31,703,712 31,294,573 31,303,727 Net (loss) income per common share: Basic $ ( 1.08 ) $ 0.20 $ 0.85 Diluted $ ( 1.08 ) $ 0.19 $ 0.83 The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: March 31, 2023 2022 2021 Common stock options — — — Restricted shares — 17,803 — Total — 17,803 — |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12 — LONG-TERM DEBT Long-term debt as of March 31, 2023 and 2022 consisted of the following (dollars in thousands): March 31, 2023 2022 Revolving credit facility $ 10,000 $ — Equipment debt obligations 20 35 Total long-term debt 10,020 35 Less current maturities ( 17 ) ( 16 ) Long-term debt, less current maturities $ 10,003 $ 19 Revolving Credit Agreement On December 29, 2020, Orion entered into a new Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $ 20.15 million secured revolving credit and security agreement dated as of October 26, 2018, as amended, by and among Orion and Western Alliance Bank, National Association, as lender (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 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 March 31, 2023 , the borrowing base of the Credit Facility supports $ 17.3 million of availability, with $ 7.3 million remaining availability net of $ 10.0 million borrowed. The Credit Agreement is secured by a first lien security interest in substantially all of Orion’s assets. Borrowings under the Credit Agreement are permitted in the form of SOFR or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to Orion’s availability under the Credit Agreement. Among other fees, Orion is required to pay an annual facility fee and a fee on the unused portion of the Credit Facility. The Credit Agreement includes a springing minimum fixed cost coverage ratio of 1.0 to 1.0 when excess availability under the Credit Facility falls below the greater of $ 3.0 million or 15 % of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required. The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion’s stock, redeem, retire or purchase shares of Orion’s stock, make investments or pledge or transfer assets. If an event of default under the Credit Agreement occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. Orion did no t incur any early termination fees in connection with the termination of the Prior Credit Agreement, but did recognize a loss on debt extinguishment of $ 0.1 million on the write-off of unamortized debt issue costs related to the Prior Credit Agreement. The Prior Credit Agreement was scheduled to mature on October 26, 2021 . Effective November 4, 2022, Orion, 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 and Voltrek, as secured collateral under the Credit Agreement and to document the conversion from LIBOR to SOFR based loans. 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 clarifies 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 March 31, 2023, Orion is in compliance with all debt covenants. Equipment Debt Obligation In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $ 44 thousand and $ 30 thousand fund certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43 % and 8.77 % respectively and both debts mature in January 2024 . Aggregate Maturities As of March 31, 2023, aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2024 $ 17 Fiscal 2025 3 Fiscal 2026 10,000 $ 10,020 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — INCOME TAXES The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Current $ 97 $ 179 $ 244 Deferred 17,881 1,980 ( 19,860 ) Total $ 17,978 $ 2,159 $ ( 19,616 ) 2023 2022 2021 Federal, Current $ — $ — $ — Federal, Deferred 14,557 1,658 ( 16,217 ) Total Federal 14,557 1,658 ( 16,217 ) State, Current 97 179 244 State, Deferred 3,324 322 ( 3,643 ) Total State 3,421 501 ( 3,399 ) Total $ 17,978 $ 2,159 $ ( 19,616 ) A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2023 2022 2021 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net 4.0 % 5.2 % 5.3 % State tax credits, net ( 1.9 )% — % — % Change in valuation reserve ( 131.3 )% ( 0.4 )% ( 321.4 )% Permanent items ( 1.0 )% ( 1.9 )% ( 3.4 )% Change in tax contingency reserve ( 0.1 )% 0.1 % ( 0.5 )% Equity compensation cancellations ( 0.1 )% 0.1 % 0.6 % State return to provision ( 0.9 )% 2.3 % ( 1.7 )% Other, net 0.4 % ( 0.2 )% ( 0.9 )% Effective income tax rate ( 109.9 )% 26.2 % ( 301.0 )% The net deferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2023 2022 Deferred tax assets: Inventory, accruals and reserves 680 809 Interest deduction carry-forward 71 — Federal and state operating loss carry-forwards 18,849 16,485 Tax credit carry-forwards 1,537 1,847 Equity compensation 188 231 Deferred revenue 25 29 Lease liability 669 670 Intangible assets 984 — Other 798 247 Total deferred tax assets 23,801 20,318 Valuation allowance ( 22,731 ) ( 1,249 ) Deferred tax assets, net of valuation allowance 1,070 19,069 Deferred tax liabilities: Lease ROU asset ( 549 ) ( 518 ) Fixed assets ( 598 ) ( 529 ) Intangible assets — ( 217 ) Total deferred tax liabilities ( 1,147 ) ( 1,264 ) Total net deferred tax (liabilities) assets $ ( 77 ) $ 17,805 For fiscal year ended March 31, 2023, Orion’s deferred tax assets were primarily the result of U.S. NOL and tax credit carryforwards. Orion recorded a valuation allowance of $ 22.7 million and $ 1.2 million against its net deferred tax asset balance as of March 31, 2023 and March 31, 2022, respectively, due to the uncertainty of its realization value in the future. Orion realized a 36-month cumulative loss as of March 31, 2023 and the accounting forecast, as revised in the previous quarter, projects losses in the near term. As such, Orion management has concluded that it is more likely than not that the domestic deferred tax assets will not be realized and an increase to the valuation allowance has been recorded in the third quarter, which increased tax expense by $ 17.8 million. 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. As of March 31, 2023, Orion has federal NOL carryforwards of approximately $ 71.4 million, state NOL carryforwards of approximately $ 66.1 million, and foreign NOL carryforwards of approximately $ 0.8 million. Orion also had federal tax credit carryforwards of approximately $ 1.3 million and state tax credits of $ 0.3 million. All of Orion's tax credit carryforwards and $ 118.6 million of its NOL carryforwards will begin to expire in varying amounts between 2023 and 2033. The remaining $ 19.7 million of its federal and state NOL carryforwards are not subject to time restrictions but may only be used to offset 80 % of adjusted taxable income. Orion believes it is more likely than not that the benefit from its state credit carryforwards, foreign NOL carryforwards, federal credit carryforwards, and state loss carryforwards will not be realized. In recognition of this risk, Orion has provided a net valuation allowance of $ 22.7 million on the deferred tax assets related to these carryforwards. Generally, a change of more than 50% in the ownership of Orion's stock, by value, over a three-year period constitutes an ownership change for federal income tax purposes as defined under Section 382 of the Internal Revenue Code. As a result, Orion's ability to use its net operating loss carryforwards, attributable to the period prior to such ownership change, to offset taxable income can be subject to limitations in a particular year, which could potentially result in increased future tax liability for Orion. There was no limitation of NOL carryforwards that occurred for fiscal 2023, fiscal 2022, or fiscal 2021. Orion records its tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where Orion believes that a tax position is supportable for income tax purposes, the item is included in their income tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be affected by changing interpretations of laws, rulings by tax authorities, or the expiration of the statute of limitations. Orion files income tax returns in the United States federal jurisdiction and in several state jurisdictions. The Company's federal tax returns for tax years beginning April 1, 2019 or later are open. For states in which Orion files state income tax returns, the statute of limitations is generally open for tax years beginning April 1, 2019 or later. State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. Orion currently has no state income tax return positions in the process of examination, administrative appeals or litigation. Uncertain tax positions As of March 31, 2023 , the balance of gross unrecognized tax benefits was approximately $ 0.2 million, all of which would affect Orion’s effective tax rate if recognized. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are included in the unrecognized tax benefits. Accrued interest and penalties for such unrecognized tax benefits as of March 31, 2023 and 2022 were $ 0.1 million. Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Unrecognized tax benefits as of beginning of fiscal year $ 215 $ 285 $ 259 Additions based on tax positions related to the current period positions 1 39 123 Additions/(reductions) for tax positions of prior years 9 ( 109 ) ( 97 ) Unrecognized tax benefits as of end of fiscal year $ 225 $ 215 $ 285 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Purchase Commitments Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand. As of March 31, 2023 , Orion had entered into $ 9.0 million of purchase commitments related primarily to inventory purchases. Orion expects the purchase commitments to be fulfilled within the next 12 months. Retirement Savings Plan Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2023, Orion made matching contributions of $ 0.2 million . In both fiscal 2022 and 2021 , Orion made matching contributions of approximately $ 0.1 million. Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its future results of operations. In addition to ordinary-course litigation, Orion was a party to the proceedings described below. 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15 — SHAREHOLDERS’ EQUITY Shareholder Rights Plan On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated as of January 7, 2009 and extended its terms by three years to January 7, 2022. In December 2021, Orion’s Board of Directors announced that it had decided to allow the Rights Agreement to terminate and expire by its terms on January 7, 2022. Employee Stock Purchase Plan In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $ 20,000 of Orion’s common stock at a purchase price equal to 100 % of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter. Sale of shares In March 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 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes. In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock, having an aggregate offering price of up to $ 50 million from time to time through or to the Agent, acting as sales agent or principal. No share sales have been effected pursuant to the ATM program through March 31, 2023 . |
STOCK OPTIONS AND RESTRICTED SH
STOCK OPTIONS AND RESTRICTED SHARES | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND RESTRICTED SHARES | NOTE 16 — 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”). Approval of 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. As of March 31, 2023 , the number of shares available for grant under the Amended 2016 Plan was 545,146 . 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, the Company 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. Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. 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. Orion historically granted stock options and restricted stock under the 2004 Plan. Orion has not issued stock options since fiscal 2014 and instead has issued restricted stock. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. Orion recognizes forfeitures as they occur. In fiscal 2023, Orion added performance conditions to a portion of the annual long-term incentive grants for fiscal 2023 for Orion's executive compensation program. The performance-vesting restricted stock will vest to the extent Orion achieves revenue growth targets over fiscal 2023-2025. Orion recognizes performance-vesting restricted stock expense ratably over the requisite service period based on the likelihood of meeting the performance conditions. As of March 31, 2023, Orion has not recognized any stock-based compensation for performance-vesting restricted stock. The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Cost of product revenue $ 4 $ 5 $ 4 General and administrative 1,596 793 716 Sales and marketing 8 12 29 Research and development 4 3 4 $ 1,612 $ 813 $ 753 The following table summarizes information with respect to outstanding stock options: Number of Weighted Outstanding at March 31, 2022 142,428 $ 2.28 Granted — $ — Exercised ( 26,646 ) $ 2.18 Forfeited ( 42,646 ) $ 2.22 Outstanding at March 31, 2023 73,136 $ 2.41 Exercisable at March 31, 2023 73,136 $ 2.41 The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2023: March 31, 2023 Outstanding and Vested Shares Weighted Weighted $2.41 73,136 0.16 2.41 73,136 0.16 $ 2.41 The aggregate intrinsic value of outstanding stock options is $ 0 at March 31, 2023 based on the closing share price of $ 2.03 . The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Shares Weighted Balance at March 31, 2022 450,458 $ 4.80 Shares issued 856,738 $ 2.16 Shares vested ( 536,622 ) $ 3.58 Shares forfeited ( 27,120 ) $ 3.96 Shares outstanding at March 31, 2023 743,454 $ 2.90 Per share price on grant date $ 1.82 - 2.18 During fiscal 2023 , Orion recognized $ 1.6 million of stock-based compensation expense related to restricted shares. As of March 31, 2023, 2022 and 2021 , the weighted average grant-date fair value of restricted shares granted was $ 2.16 , $ 5.55 and $ 4.27 , respectively. Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2023 is expected to be recognized as follows (dollars in thousands): Fiscal 2024 704 Fiscal 2025 467 Fiscal 2026 503 Thereafter — Total $ 1,674 Remaining weighted average expected term 2.0 years |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 17 — SEGMENT DATA Orion has the following business segments: Orion Services Group Division (“OSG”), Orion Distribution Services Division (“ODS”), Orion U.S. Markets Division (“USM”) and Orion Electric Vehicle Charging Systems Division ("EV Division"). The accounting policies are the same for each business segment as they are on a consolidated basis. Orion Services Group Division The OSG segment (a) develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems and (b) provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities. OSG 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 segment sells lighting products through 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 the wholesale contractor markets. USM customers include ESCOs and contractors. Orion Electric Vehicle Charging Division Our EV Division segment offers leading electric vehicle charging expertise and provides 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. Revenues Operating Income (Loss) For the year ended March 31, For the year ended March 31, (dollars in thousands) 2023 2022 2021 2023 2022 2021 Segments: Orion Services Group $ 38,002 $ 82,568 $ 84,243 $ ( 6,982 ) $ 6,462 $ 7,472 Orion Distribution Services 15,395 22,209 21,122 ( 186 ) 3,114 2,430 Orion U.S. Markets 17,710 19,606 11,475 1,605 3,963 1,683 Orion Electric Vehicle Charging Systems 6,275 — — ( 4,133 ) — — Corporate and Other — — — ( 6,289 ) ( 5,148 ) ( 4,749 ) $ 77,383 $ 124,383 $ 116,840 $ ( 15,985 ) $ 8,391 $ 6,836 Depreciation and Amortization Capital Expenditures 2023 2022 2021 2023 2022 2021 Segments: Orion Services Group $ 987 $ 997 $ 913 $ 227 $ 224 $ 516 Orion Distribution Services 195 205 231 17 63 158 Orion U.S. Markets 229 185 128 21 58 107 Orion Electric Vehicle Charging Systems 465 — — 5 — — Corporate and Other 219 229 208 316 153 121 $ 2,095 $ 1,616 $ 1,480 $ 586 $ 498 $ 902 Total Assets March 31, 2023 March 31, 2022 Segments: Orion Services Group $ 19,167 $ 26,642 Orion Distribution Services 6,021 6,723 Orion U.S. Markets 10,191 8,017 Orion Electric Vehicle Charging Systems 11,502 — Corporate and Other 24,698 45,435 $ 71,579 $ 86,817 Orion’s revenue outside the United States was $ 0.2 million in fiscal 2023 and $ 0.0 million in fiscal 2022 and fiscal 2021, respectively. Orion has no long-lived assets outside the United States. Fiscal 2022 Operating Income above includes a payroll tax credit, in accordance with IAS 20. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 18 — ACQUISITION Acquisition of Voltrek Effective on 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 earn-out periods to the extent they are earned. As of March 31, 2023, Orion recorded $ 3.0 million to accrued expenses for the fiscal 2023 earn-out opportunity and an additional $ 1.0 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 Orion shares. Voltrek operates as Voltrek, an Orion Energy Systems business. The Voltrek Acquisition leverages Orion’s project management and maintenance expertise into a rapidly growing sector. Orion has accounted for the Voltrek Acquisition as a business combination. Orion has preliminarily allocated the purchase price of approximately $ 6.9 million 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. The 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 recorded in the opening balance sheet at fair value of $ 0.8 million, the discount on which is due to lock-up requirements on the shares. Orion is in the process of finalizing third party valuations of intangible assets. The following table summarizes the purchase price allocation for Voltrek, including any adjustments during the measurement period: (in thousands) Preliminary Opening Balance Sheet Adjustments Adjusted Opening Balance Sheet Cash $ 416 $ — $ 416 Accounts receivable 1,438 ( 75 ) 1,363 Revenue earned but not billed 365 ( 40 ) 325 Inventory 880 — 880 Prepaid expenses and other current assets 39 — 39 Property and equipment 4 — 4 Goodwill 861 59 920 Other intangible assets 4,200 100 4,300 Other long-term assets 211 12 223 Accounts payable ( 1,199 ) 66 ( 1,133 ) Accrued expenses and other ( 286 ) — ( 286 ) Other long-term liabilities ( 180 ) — ( 180 ) Net purchase consideration $ 6,749 $ 122 $ 6,871 Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek 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. 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. The categorization of the framework used to measure fair value of the intangible assets is considered to be within the 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 Voltrek Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 300 5 Vendor relationship $ 2,600 7 Customer relationships $ 1,400 3 Voltrek's post-acquisition results of operations since October 5, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Voltrek are included in the EV Division segment. See note 17 - Segments, for results. Acquisition of Stay-Lite Lighting Effective on January 1, 2022, Orion acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, a nationwide lighting and electrical maintenance service provider, for $ 4.3 million (the “Stay-Lite Acquisition”). Stay-Lite Lighting operates as Stay-Lite Lighting, an Orion Energy Systems business. The Stay-Lite Acquisition accelerates the growth of Orion's maintenance services offerings through its Orion Services Group, which provides lighting and electrical services to customers. Orion has accounted for this transaction as a business combination. Orion has allocated the purchase price of approximately $ 4.3 million, which included 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. The remaining was $ 4.0 million funded with cash. Orion could pay up to $ 0.7 million in earn-out related purchase price, which is based on performance during the 2022 and 2023 calendar years. During fiscal 2023, the earn-out liability of $ 0.2 million was reversed, through acquisition related costs, based on Stay-Lite Lighting's actual performance during fiscal 2023 and Orion's assessment of expected performance in fiscal 2024. The following table summarizes the purchase price allocation for Voltrek, including any adjustments during the measurement period: (in thousands) Preliminary Opening Balance Sheet Adjustments Adjusted Opening Balance Sheet Cash $ 95 $ — $ 95 Accounts receivable 2,690 — 2,690 Revenue earned but not billed 342 — 342 Inventory 504 — 504 Prepaid expenses and other current assets 41 — 41 Property and equipment 958 ( 233 ) 725 Goodwill 350 214 564 Other intangible assets 696 ( 23 ) 673 Other long-term assets 537 — 537 Accounts payable ( 965 ) — ( 965 ) Accrued expenses and other ( 550 ) 58 ( 492 ) Other long-term liabilities ( 412 ) 1 ( 411 ) Net purchase consideration $ 4,286 $ 17 $ 4,303 Goodwill recorded from the Stay-Lite Acquisition is attributable to the expected synergies from the business combination. The goodwill resulting from the Stay-Lite Acquisition is deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name and customer relationships. The fair value of the intangible assets was determined based upon the income (discounted cash flow) approach. The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 Stay-Lite Lighting’s post-acquisition results of operations since January 1, 2022 are included in Orion’s Consolidated Statements of Operations. Fiscal 2022 net sales of Stay-Lite Lighting for the period were $ 2.7 million and operating loss was $ 0.7 million. The operating results of Stay-Lite Lighting are included in the Orion Services Group segment. Unaudited pro forma The pro forma information was determined based on the historical results of Orion and unaudited financial results from Stay-Lite Lighting and Voltrek. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, 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 business combinations been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisitions. If Voltrek was acquired on April 1, 2022, the pro forma Orion revenue for the twelve-month period ended on March 31, 2023 would have been $ 79.8 million and proforma net loss would have been $( 33.5 ) million. Orion pro-forma fiscal 2022 revenue would have been $ 128.0 million and net income would have been $ 5.9 million. If Stay-Lite was acquired on April 1, 2020, the pro forma Orion full year fiscal 2022 revenue would have been $ 131.3 million and net income would have been $ 6.0 million. Orion pro-forma fiscal 2021 revenue would have been $ 125.4 million and net income would have been $ 25.5 million. Transaction costs related to the Stay-Lite Acquisition and the Voltrek Acquisition are recorded in acquisition related costs in the Consolidated Statements of Operations. Transaction costs totaled $ 0.8 million in the twelve months ending March 31, 2023 and $ 0.5 million twelve months ended March 31, 2022, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 — SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Mar. 31, 2023 | |
Quarterly Financial Data [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED) Summary quarterly results for the years ended March 31, 2023 and March 31, 2022 are as follows: Three Months Ended Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 March 31, 2023 Total (in thousands, except per share amounts) Total revenue $ 17,906 $ 17,560 $ 20,288 $ 21,629 $ 77,383 Gross profit $ 3,554 $ 4,435 $ 4,781 $ 4,741 $ 17,511 Net loss (1) $ ( 2,835 ) $ ( 2,331 ) $ ( 24,059 ) $ ( 5,116 ) $ ( 34,341 ) Basic net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in basic per share calculation 31,138 31,031 32,048 32,294 31,704 Diluted net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in diluted per share calculation 31,138 31,031 32,048 32,294 31,704 Three Months Ended Jun 30, 2021 Sep 30, 2021 Dec 31, 2021 Mar 31, 2022 Total (in thousands, except per share amounts) Total revenue $ 35,101 $ 36,510 $ 30,714 $ 22,058 $ 124,383 Gross profit $ 10,230 $ 10,788 $ 7,641 $ 5,253 $ 33,912 Net income (loss) $ 2,510 $ 3,659 $ 1,102 $ ( 1,180 ) $ 6,091 Basic net income (loss) per share $ 0.08 $ 0.12 $ 0.04 $ ( 0.04 ) $ 0.20 Shares used in basic per share calculation 30,860 31,031 31,085 31,097 31,018 Diluted net income (loss) per share $ 0.08 $ 0.12 $ 0.04 $ ( 0.04 ) $ 0.19 Shares used in diluted per share calculation 31,290 31,288 31,235 31,097 31,295 (1) Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. The four quarters for net earnings per share may not add to the total year because of differences in the weighted average number of shares outstanding during the quarters and the year. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | 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, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $ 0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2023. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for doubtful accounts based upon the aging of the underlying receivables, historical experience with write-offs and specific customer collection issues that have been identified. See Note 4 – Accounts Receivable for further discussion of the allowance for doubtful accounts. |
Incentive Plan | Incentive Plan Orion’s compensation committee approved an Executive Annual Cash Incentive Program. Based upon the results for the fiscal years ended March 31, 2023, 2022, and 2021, Orion accrued approximately $ 0 , $ 0.1 million, and $ 0.7 million expense related to this plan, respectively. |
Revenue Recognition | Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. 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 Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation. If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated stand-alone selling price for the installation performance obligation and is based on average historical installation margin. Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction. Revenue from a customer contract which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices. Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below: • when there is a legal transfer of ownership; • when the customer obtains physical possession of the products; • when the customer starts to receive the benefit of the products; • the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility; • whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility; • when each light fixture is physically installed and working correctly; • when the customer formally accepts the product; and • when Orion receives payment from the customer for the light fixtures. Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract. 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 Consolidated Statement of Operations. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment 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 principal in the sales of charging 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 related to the EV charging business is presented in Service revenue. Revenue from the 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 Consolidated Statement of Operations. See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. |
Shipping and Handling Costs | Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. |
Research and Development | Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations on the line item Research and development. |
Income Taxes | Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2023, Orion recognized a valuation allowance for all of its net deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. |
Stock Based Compensation | Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 17 – Stock Options and Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors. |
Acquisition Related Costs | Acquisition Related Costs Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed 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 ballasts, lamps and LED components, from multiple suppliers. For fiscal 2023, 2022 and 2021, no supplier accounted for more than 10 % of total cost of revenue. In fiscal 2023 , one customer accounted for 16.2 % of revenue. In fiscal 2022 , one customer accounted for 49.1 % of total revenue. In fiscal 2021 , one customer accounted for 56.0 % of total revenue. The revenue from this customer is recorded in Orion's OSG segment. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable. As of March 31, 2022 , two customers accounted for 11.8 % and 10.4 % of accounts receivable, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Issued: Not Yet Adopted 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 does not anticipate the impact of adoption of this standard will be material on its consolidated statements of operations, cash flows, and the related footnote disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides detail of Orion’s total revenues for the year ended March 31, 2023 (dollars in thousands): Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Product Services Total Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 46,500 $ 7,088 $ 53,588 $ 89,827 $ 27,242 $ 117,069 $ 84,659 $ 29,081 $ 113,740 Maintenance Services 3,266 11,289 14,555 573 5,252 5,825 — 95 95 Electric Vehicles 4,479 1,796 6,275 — — — — — — Solar energy related revenues — — — 42 — 42 57 — 57 Total revenues from contracts with customers 54,245 20,173 74,418 90,442 32,494 122,936 84,716 29,176 113,892 Revenue accounted for under other guidance 2,965 — 2,965 1,447 — 1,447 2,948 — 2,948 Total revenue $ 57,210 $ 20,173 $ 77,383 $ 91,889 $ 32,494 $ 124,383 $ 87,664 $ 29,176 $ 116,840 |
Summary of Contract Assets and Liabilities | The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2023, and March 31, 2022 (dollars in thousands): March 31, 2023 March 31, 2022 Accounts receivable, net $ 13,728 $ 11,899 Contract assets $ 1,320 $ 1,966 Contract liabilities $ 480 $ — |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts Balances | Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): 2023 2022 Accounts receivable, gross $ 13,814 $ 11,907 Allowance for doubtful accounts ( 86 ) ( 8 ) Accounts receivable, net $ 13,728 $ 11,899 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | As of March 31, 2023 and 2022, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net 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 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 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | As of March 31, 2023, and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands): March 31, 2023 March 31, 2022 Payroll tax credit $ — $ 1,587 Other prepaid expenses 1,116 1,044 Total $ 1,116 $ 2,631 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment were comprised of the following (dollars in thousands): March 31, 2023 March 31, 2022 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,491 Furniture, fixtures and office equipment 7,782 7,650 Leasehold improvements 540 490 Equipment leased to customers 4,997 4,997 Plant equipment 11,234 11,130 Vehicles 720 796 Construction in progress 37 3 35,234 34,990 Less: accumulated depreciation and amortization ( 24,764 ) ( 23,524 ) Net property and equipment $ 10,470 $ 11,466 Depreciable lives by asset category are as follows: Land improvements 10 - 15 years Buildings and building improvements 10 - 39 years Furniture, fixtures and office equipment 2 - 10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3 - 10 years Vehicles 5 - 7 years |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Assets Leased from Third Parties | A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification March 31, 2023 March 31, 2022 Assets Operating lease assets Other long-term assets $ 2,174 $ 2,440 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other 823 768 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,826 2,271 Total lease liabilities $ 2,649 $ 3,039 |
Summary of Estimated Maturity of Lease Liabilities | 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 Fiscal 2024 $ 946 Fiscal 2025 949 Fiscal 2026 845 Fiscal 2027 142 Thereafter — Total lease payments $ 2,882 Less: Interest ( 233 ) Present value of lease liabilities $ 2,649 |
Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases | The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2023, 2022 and 2020 (dollars in thousands): March 31, 2023 March 31, 2022 March 31, 2021 Product revenue $ 2,818 $ 1,169 $ 2,758 Cost of product revenue 2,771 1,073 2,512 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Amortizable Intangible Assets | Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10 - 17 years Straight-line Licenses 7 - 13 years Straight-line Customer relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Vendor relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Developed technology 8 years Accelerated based upon the pattern of economic benefits Tradename 5 - 10 years Straight-line |
Summary of Components and Changes in Other Intangible Assets | The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2023 March 31, 2022 Gross Accumulated Net Weighted Average Useful Life Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,930 ) $ 591 8.1 $ 2,652 $ ( 1,932 ) $ 720 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 73 ) 391 4.3 118 ( 6 ) 112 Customer relationships 5,509 ( 3,914 ) 1,595 3.9 4,178 ( 3,618 ) 560 Vendor relationships 2,600 ( 183 ) 2,417 6.5 — — — Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,058 ) $ 4,994 5.6 $ 7,906 $ ( 6,514 ) $ 1,392 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Indefinite-lived Intangible Assets $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Other Intangible Assets $ 13,062 $ ( 7,058 ) $ 6,004 $ 8,918 $ ( 6,514 ) $ 2,404 |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2024 $ 1,093 Fiscal 2025 1,084 Fiscal 2026 846 Fiscal 2027 588 Fiscal 2028 517 Thereafter 866 $ 4,994 Amortization expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Amortization included in cost of sales: Patents $ 107 $ 183 $ 175 Total $ 107 $ 183 $ 175 Amortization included in operating expenses: Customer relationships $ 296 $ 27 $ 47 Vendor relationships 183 — — Developed technology — 11 68 Tradename 67 6 — Total 546 44 115 Total amortization of intangible assets $ 653 $ 227 $ 290 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other | As of March 31, 2023 and March 31, 2022, Accrued expenses and other included the following (dollars in thousands): March 31, 2023 March 31, 2022 Accrued acquisition earn-out $ 3,000 $ 234 Other accruals 2,598 1,987 Compensation and benefits 1,412 1,668 Credits due to customers 1,310 1,209 Accrued project costs 1,218 2,215 Warranty 497 728 Sales tax 274 157 Legal and professional fees 172 106 Sales returns reserve 71 123 Total $ 10,552 $ 8,427 |
Changes in Warranty Accrual | Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): March 31, 2023 2022 Beginning of year $ 860 $ 1,009 Accruals 382 434 Warranty claims (net of vendor reimbursements) ( 596 ) ( 583 ) Ending balance $ 646 $ 860 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of the Effect of Net Income (Loss) Per Common Share | Net (loss) income per common share is calculated based upon the following shares: Fiscal Year Ended March 31, 2023 2022 2021 Numerator: Net (loss) income (dollars in thousands) $ ( 34,341 ) $ 6,091 $ 26,134 Denominator: Weighted-average common shares outstanding 31,703,712 31,018,356 30,634,553 Weighted-average effect of assumed conversion of stock options and restricted stock — 276,217 669,174 Weighted-average common shares and share equivalents outstanding 31,703,712 31,294,573 31,303,727 Net (loss) income per common share: Basic $ ( 1.08 ) $ 0.20 $ 0.85 Diluted $ ( 1.08 ) $ 0.19 $ 0.83 |
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income (Loss) per Common Share | The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: March 31, 2023 2022 2021 Common stock options — — — Restricted shares — 17,803 — Total — 17,803 — |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt as of March 31, 2023 and 2022 consisted of the following (dollars in thousands): March 31, 2023 2022 Revolving credit facility $ 10,000 $ — Equipment debt obligations 20 35 Total long-term debt 10,020 35 Less current maturities ( 17 ) ( 16 ) Long-term debt, less current maturities $ 10,003 $ 19 |
Schedule of Maturities of Long-Term Debt | Aggregate Maturities As of March 31, 2023, aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2024 $ 17 Fiscal 2025 3 Fiscal 2026 10,000 $ 10,020 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Current $ 97 $ 179 $ 244 Deferred 17,881 1,980 ( 19,860 ) Total $ 17,978 $ 2,159 $ ( 19,616 ) 2023 2022 2021 Federal, Current $ — $ — $ — Federal, Deferred 14,557 1,658 ( 16,217 ) Total Federal 14,557 1,658 ( 16,217 ) State, Current 97 179 244 State, Deferred 3,324 322 ( 3,643 ) Total State 3,421 501 ( 3,399 ) Total $ 17,978 $ 2,159 $ ( 19,616 ) |
Reconciliation of the Statutory Federal Income Tax Rate and the Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2023 2022 2021 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net 4.0 % 5.2 % 5.3 % State tax credits, net ( 1.9 )% — % — % Change in valuation reserve ( 131.3 )% ( 0.4 )% ( 321.4 )% Permanent items ( 1.0 )% ( 1.9 )% ( 3.4 )% Change in tax contingency reserve ( 0.1 )% 0.1 % ( 0.5 )% Equity compensation cancellations ( 0.1 )% 0.1 % 0.6 % State return to provision ( 0.9 )% 2.3 % ( 1.7 )% Other, net 0.4 % ( 0.2 )% ( 0.9 )% Effective income tax rate ( 109.9 )% 26.2 % ( 301.0 )% |
Schedule of Deferred Tax Assets | The net deferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2023 2022 Deferred tax assets: Inventory, accruals and reserves 680 809 Interest deduction carry-forward 71 — Federal and state operating loss carry-forwards 18,849 16,485 Tax credit carry-forwards 1,537 1,847 Equity compensation 188 231 Deferred revenue 25 29 Lease liability 669 670 Intangible assets 984 — Other 798 247 Total deferred tax assets 23,801 20,318 Valuation allowance ( 22,731 ) ( 1,249 ) Deferred tax assets, net of valuation allowance 1,070 19,069 Deferred tax liabilities: Lease ROU asset ( 549 ) ( 518 ) Fixed assets ( 598 ) ( 529 ) Intangible assets — ( 217 ) Total deferred tax liabilities ( 1,147 ) ( 1,264 ) Total net deferred tax (liabilities) assets $ ( 77 ) $ 17,805 |
Unrecognized Tax Benefit Activity | Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Unrecognized tax benefits as of beginning of fiscal year $ 215 $ 285 $ 259 Additions based on tax positions related to the current period positions 1 39 123 Additions/(reductions) for tax positions of prior years 9 ( 109 ) ( 97 ) Unrecognized tax benefits as of end of fiscal year $ 225 $ 215 $ 285 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED SHARES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation | The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in thousands): Fiscal Year Ended March 31, 2023 2022 2021 Cost of product revenue $ 4 $ 5 $ 4 General and administrative 1,596 793 716 Sales and marketing 8 12 29 Research and development 4 3 4 $ 1,612 $ 813 $ 753 |
Summary of Outstanding Stock Options | The following table summarizes information with respect to outstanding stock options: Number of Weighted Outstanding at March 31, 2022 142,428 $ 2.28 Granted — $ — Exercised ( 26,646 ) $ 2.18 Forfeited ( 42,646 ) $ 2.22 Outstanding at March 31, 2023 73,136 $ 2.41 Exercisable at March 31, 2023 73,136 $ 2.41 |
Summary of Range of Exercise Prices | The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2023: March 31, 2023 Outstanding and Vested Shares Weighted Weighted $2.41 73,136 0.16 2.41 73,136 0.16 $ 2.41 |
Summary of performance-vesting restricted stock and time vesting-restricted stock | The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Shares Weighted Balance at March 31, 2022 450,458 $ 4.80 Shares issued 856,738 $ 2.16 Shares vested ( 536,622 ) $ 3.58 Shares forfeited ( 27,120 ) $ 3.96 Shares outstanding at March 31, 2023 743,454 $ 2.90 Per share price on grant date $ 1.82 - 2.18 |
Summary of Unrecognized Compensation Cost Related to Non-vested Awards | Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2023 is expected to be recognized as follows (dollars in thousands): Fiscal 2024 704 Fiscal 2025 467 Fiscal 2026 503 Thereafter — Total $ 1,674 Remaining weighted average expected term 2.0 years |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results. Revenues Operating Income (Loss) For the year ended March 31, For the year ended March 31, (dollars in thousands) 2023 2022 2021 2023 2022 2021 Segments: Orion Services Group $ 38,002 $ 82,568 $ 84,243 $ ( 6,982 ) $ 6,462 $ 7,472 Orion Distribution Services 15,395 22,209 21,122 ( 186 ) 3,114 2,430 Orion U.S. Markets 17,710 19,606 11,475 1,605 3,963 1,683 Orion Electric Vehicle Charging Systems 6,275 — — ( 4,133 ) — — Corporate and Other — — — ( 6,289 ) ( 5,148 ) ( 4,749 ) $ 77,383 $ 124,383 $ 116,840 $ ( 15,985 ) $ 8,391 $ 6,836 Depreciation and Amortization Capital Expenditures 2023 2022 2021 2023 2022 2021 Segments: Orion Services Group $ 987 $ 997 $ 913 $ 227 $ 224 $ 516 Orion Distribution Services 195 205 231 17 63 158 Orion U.S. Markets 229 185 128 21 58 107 Orion Electric Vehicle Charging Systems 465 — — 5 — — Corporate and Other 219 229 208 316 153 121 $ 2,095 $ 1,616 $ 1,480 $ 586 $ 498 $ 902 Total Assets March 31, 2023 March 31, 2022 Segments: Orion Services Group $ 19,167 $ 26,642 Orion Distribution Services 6,021 6,723 Orion U.S. Markets 10,191 8,017 Orion Electric Vehicle Charging Systems 11,502 — Corporate and Other 24,698 45,435 $ 71,579 $ 86,817 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Stay-Lite Lighting, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed | (in thousands) Preliminary Opening Balance Sheet Adjustments Adjusted Opening Balance Sheet Cash $ 95 $ — $ 95 Accounts receivable 2,690 — 2,690 Revenue earned but not billed 342 — 342 Inventory 504 — 504 Prepaid expenses and other current assets 41 — 41 Property and equipment 958 ( 233 ) 725 Goodwill 350 214 564 Other intangible assets 696 ( 23 ) 673 Other long-term assets 537 — 537 Accounts payable ( 965 ) — ( 965 ) Accrued expenses and other ( 550 ) 58 ( 492 ) Other long-term liabilities ( 412 ) 1 ( 411 ) Net purchase consideration $ 4,286 $ 17 $ 4,303 |
Schedule of Intangible Assets Acquired at Date of Acquisition | The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 |
Voltrek LLC | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed | (in thousands) Preliminary Opening Balance Sheet Adjustments Adjusted Opening Balance Sheet Cash $ 416 $ — $ 416 Accounts receivable 1,438 ( 75 ) 1,363 Revenue earned but not billed 365 ( 40 ) 325 Inventory 880 — 880 Prepaid expenses and other current assets 39 — 39 Property and equipment 4 — 4 Goodwill 861 59 920 Other intangible assets 4,200 100 4,300 Other long-term assets 211 12 223 Accounts payable ( 1,199 ) 66 ( 1,133 ) Accrued expenses and other ( 286 ) — ( 286 ) Other long-term liabilities ( 180 ) — ( 180 ) Net purchase consideration $ 6,749 $ 122 $ 6,871 |
Schedule of Intangible Assets Acquired at Date of Acquisition | The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 300 5 Vendor relationship $ 2,600 7 Customer relationships $ 1,400 3 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | Summary quarterly results for the years ended March 31, 2023 and March 31, 2022 are as follows: Three Months Ended Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 March 31, 2023 Total (in thousands, except per share amounts) Total revenue $ 17,906 $ 17,560 $ 20,288 $ 21,629 $ 77,383 Gross profit $ 3,554 $ 4,435 $ 4,781 $ 4,741 $ 17,511 Net loss (1) $ ( 2,835 ) $ ( 2,331 ) $ ( 24,059 ) $ ( 5,116 ) $ ( 34,341 ) Basic net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in basic per share calculation 31,138 31,031 32,048 32,294 31,704 Diluted net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in diluted per share calculation 31,138 31,031 32,048 32,294 31,704 Three Months Ended Jun 30, 2021 Sep 30, 2021 Dec 31, 2021 Mar 31, 2022 Total (in thousands, except per share amounts) Total revenue $ 35,101 $ 36,510 $ 30,714 $ 22,058 $ 124,383 Gross profit $ 10,230 $ 10,788 $ 7,641 $ 5,253 $ 33,912 Net income (loss) $ 2,510 $ 3,659 $ 1,102 $ ( 1,180 ) $ 6,091 Basic net income (loss) per share $ 0.08 $ 0.12 $ 0.04 $ ( 0.04 ) $ 0.20 Shares used in basic per share calculation 30,860 31,031 31,085 31,097 31,018 Diluted net income (loss) per share $ 0.08 $ 0.12 $ 0.04 $ ( 0.04 ) $ 0.19 Shares used in diluted per share calculation 31,290 31,288 31,235 31,097 31,295 (1) Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 USD ($) Customers Customer Financial_instituion Supplier | Mar. 31, 2022 USD ($) Customers Supplier Customer | Mar. 31, 2021 USD ($) Supplier Customer | |
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Equity method investment at cost | $ 0.5 | ||
Impairment of equity method investment | $ 0 | ||
Number of financial institutions | Financial_instituion | 1 | ||
Number of supplier more than ten percent of cost of revenue | Supplier | 0 | 0 | 0 |
Number of customer more than ten percent of revenue | Customer | 1 | 1 | 1 |
Cost of revenue | Supplier Concentration Risk | Minimum [Member] | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 10% | 10% | 10% |
Revenue | Customer Concentration Risk | Customer One | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 16.20% | 49.10% | 56% |
Accounts Receivable | Credit Concentration Risk | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Number of customer more than ten percent of accounts receivable | Customers | 1 | 2 | |
Accounts Receivable | Credit Concentration Risk | Customer One | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 10.80% | 11.80% | |
Accounts Receivable | Credit Concentration Risk | Customer Two | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 10.40% | ||
Deferred Bonus | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Discretionary bonus payments, accrued expenses | $ 0 | $ 0.1 | $ 0.7 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | $ 21,629 | $ 20,288 | $ 17,560 | $ 17,906 | $ 22,058 | $ 30,714 | $ 36,510 | $ 35,101 | $ 77,383 | $ 124,383 | $ 116,840 |
Percentage of contract for sale equal monthly progress payments | 90% | ||||||||||
Long-term accounts receivable | 0 | $ 0 | |||||||||
Proceeds from sale of revenue earned but not billed | 6,300 | 2,800 | 5,100 | ||||||||
Gain (loss) on sale of revenue earned but not billed | $ 100 | 13 | $ 100 | ||||||||
Revenue, Practical Expedient, Financing Component [true false] | true | ||||||||||
Unbilled accounts receivable | 0 | 500 | $ 0 | 500 | |||||||
Contract assets | 1,320 | $ 1,966 | 1,320 | $ 1,966 | |||||||
Contract liabilities | 500 | ||||||||||
Voltrek LLC | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Contract assets | $ 500 | 500 | |||||||||
Light fixture sales-type lease | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | 2,800 | ||||||||||
Sale of tax credits | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | 100 | ||||||||||
Legacy solar facilities | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | $ 100 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | $ 74,418 | $ 122,936 | $ 113,892 | ||||||||
Revenue accounted for under other guidance | 2,965 | 1,447 | 2,948 | ||||||||
Total revenue | $ 21,629 | $ 20,288 | $ 17,560 | $ 17,906 | $ 22,058 | $ 30,714 | $ 36,510 | $ 35,101 | 77,383 | 124,383 | 116,840 |
Product revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 54,245 | 90,442 | 84,716 | ||||||||
Revenue accounted for under other guidance | 2,965 | 1,447 | 2,948 | ||||||||
Total revenue | 57,210 | 91,889 | 87,664 | ||||||||
Service revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 20,173 | 32,494 | 29,176 | ||||||||
Revenue accounted for under other guidance | 0 | 0 | 0 | ||||||||
Total revenue | 20,173 | 32,494 | 29,176 | ||||||||
Lighting product and installation | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 53,588 | 117,069 | 113,740 | ||||||||
Lighting product and installation | Product revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 46,500 | 89,827 | 84,659 | ||||||||
Lighting product and installation | Service revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 7,088 | 27,242 | 29,081 | ||||||||
Maintenance services | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 14,555 | 5,825 | 95 | ||||||||
Maintenance services | Product revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 3,266 | 573 | 0 | ||||||||
Maintenance services | Service revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 11,289 | 5,252 | 95 | ||||||||
Electric Vehicles | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 6,275 | 0 | 0 | ||||||||
Electric Vehicles | Product revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 4,479 | 0 | 0 | ||||||||
Electric Vehicles | Service revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 1,796 | 0 | 0 | ||||||||
Solar energy related revenues | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | 42 | 57 | ||||||||
Solar energy related revenues | Product revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | 42 | 57 | ||||||||
Solar energy related revenues | Service revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | $ 0 | $ 0 | $ 0 |
REVENUE - Summary of Contract A
REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 13,728 | $ 11,899 |
Contract assets | 1,320 | 1,966 |
Contract liabilities | $ 480 | $ 0 |
ACCOUNTS RECEIVABLE (Accounts R
ACCOUNTS RECEIVABLE (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 13,814 | $ 11,907 |
Allowance for doubtful accounts | (86) | (8) |
Accounts receivable, net | $ 13,728 | $ 11,899 |
INVENTORIES (Narrative) (Detail
INVENTORIES (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Minimum [Member] | |
Inventory [Line Items] | |
Inventory consideration usage | 9 months |
Maximum [Member] | |
Inventory [Line Items] | |
Inventory consideration usage | 12 months |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Cost | ||
Raw materials and components | $ 9,988 | $ 10,781 |
Work in process | 693 | 1,529 |
Finished goods | 9,313 | 9,593 |
Total | 19,994 | 21,903 |
Reserve | ||
Raw materials and components | (1,094) | (1,140) |
Work in process | (135) | (267) |
Finished goods | (560) | (664) |
Total | (1,789) | (2,071) |
Net | ||
Raw materials and components | 8,894 | 9,641 |
Work in process | 558 | 1,262 |
Finished goods | 8,753 | 8,929 |
Total | $ 18,205 | $ 19,832 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Payroll tax credit | $ 0 | $ 1,587 |
Other prepaid expenses | 1,116 | 1,044 |
Total | $ 1,116 | $ 2,631 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Line Items] | |||
Payroll tax credit | $ 0 | $ 1,587 | |
Cost of revenue | 59,872 | 90,471 | $ 86,716 |
General and administrative | 19,487 | 11,680 | 11,262 |
Sales and marketing | 11,392 | 11,628 | 10,341 |
Research and development | 1,852 | 1,701 | 1,685 |
American Rescue Plan Act of 2021 | |||
Prepaid Expenses And Other Current Assets [Line Items] | |||
Payroll tax credit | 1,600 | ||
General and administrative | 300 | ||
Sales and marketing | 400 | ||
Research and development | 100 | ||
Product revenue | |||
Prepaid Expenses And Other Current Assets [Line Items] | |||
Cost of revenue | 42,979 | 65,249 | 63,233 |
Product revenue | American Rescue Plan Act of 2021 | |||
Prepaid Expenses And Other Current Assets [Line Items] | |||
Cost of revenue | 700 | ||
Service revenue | |||
Prepaid Expenses And Other Current Assets [Line Items] | |||
Cost of revenue | 16,893 | $ 25,222 | $ 23,483 |
Service revenue | American Rescue Plan Act of 2021 | |||
Prepaid Expenses And Other Current Assets [Line Items] | |||
Cost of revenue | $ 100 |
PROPERTY AND EQUIPMENT (Summary
PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Property and equipment | ||
Gross property and equipment | $ 35,234 | $ 34,990 |
Less: accumulated depreciation and amortization | (24,764) | (23,524) |
Net property and equipment | 10,470 | 11,466 |
Land and land improvements | ||
Property and equipment | ||
Gross property and equipment | 433 | 433 |
Buildings and building improvements | ||
Property and equipment | ||
Gross property and equipment | 9,491 | 9,491 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,782 | 7,650 |
Leasehold Improvements | ||
Property and equipment | ||
Gross property and equipment | 540 | 490 |
Equipment leased to customers | ||
Property and equipment | ||
Gross property and equipment | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Gross property and equipment | 11,234 | 11,130 |
Vehicles | ||
Property and equipment | ||
Gross property and equipment | 720 | 796 |
Construction in progress | ||
Property and equipment | ||
Gross property and equipment | $ 37 | $ 3 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 1,369 | $ 1,327 | $ 1,190 |
Interest capitalized for construction in progress | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Useful
PROPERTY AND EQUIPMENT (Useful Lives) (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Land improvements | Minimum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 10 years |
Land improvements | Maximum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 15 years |
Buildings and building improvements | Minimum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 10 years |
Buildings and building improvements | Maximum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 39 years |
Furniture, fixtures and office equipment | Minimum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures and office equipment | Maximum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 10 years |
Leasehold Improvements | |
Property and equipment | |
Property, plant and equipment, useful life | Shorter of asset life or life of lease |
Equipment leased to customers under Power Purchase Agreements | |
Property and equipment | |
Property, plant and equipment, useful life | 20 years |
Plant equipment | Minimum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 3 years |
Plant equipment | Maximum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 10 years |
Vehicles | Minimum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 5 years |
Vehicles | Maximum [Member] | |
Property and equipment | |
Property, plant and equipment, useful life | 7 years |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Feb. 28, 2014 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, existence of option to terminate | true | ||||
Term of other leases | 5 years | ||||
Operating lease, weighted average discount rate | 5.40% | ||||
Operating lease, weighted average remaining lease term | 3 years | ||||
Operating lease costs | $ 1,600 | ||||
Annual lease payment | $ 0 | $ 0 | $ 0 | ||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | true | |||
Manitowoc, WI | |||||
Lessee Lease Description [Line Items] | |||||
Lease term of agreement | 10 years | ||||
Lessee, sale leaseback, option to terminate, minimum period | 6 years | ||||
Jacksonville Florida | |||||
Lessee Lease Description [Line Items] | |||||
Termination of lease | Jun. 30, 2023 | ||||
Pewaukee Wisconsin | |||||
Lessee Lease Description [Line Items] | |||||
Termination of lease | Dec. 31, 2026 | ||||
Lawrence, Massachusetts | |||||
Lessee Lease Description [Line Items] | |||||
Termination of lease | Oct. 31, 2026 |
LEASES (Summary of Assets Lease
LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 2,174 | $ 2,440 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other long-term assets | Other long-term assets |
Operating lease liabilities current | $ 823 | $ 768 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other | Accrued expenses and other |
Operating lease liabilities non-current | $ 1,826 | $ 2,271 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,649 | $ 3,039 |
LEASES (Summary of Estimated Ma
LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Fiscal 2024 | $ 946 | |
Fiscal 2025 | 949 | |
Fiscal 2026 | 845 | |
Fiscal 2027 | 142 | |
Thereafter | 0 | |
Total lease payments | 2,882 | |
Less: Interest | (233) | |
Present value of lease liabilities | $ 2,649 | $ 3,039 |
LEASES (Schedule of Revenue and
LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Product revenue | $ 2,818 | $ 1,169 | $ 2,758 |
Cost of product revenue | $ 2,771 | $ 1,073 | $ 2,512 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,484 | $ 350 | |
Stay Lite Lighting Acquisition [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 600 | $ 600 | $ 200 |
Voltrek [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 900 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Useful Lives) (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life description | Straight-line |
Patents [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 10 years |
Patents [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 17 years |
Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life description | Straight-line |
Licenses [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 7 years |
Licenses [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 13 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life description | Accelerated based upon the pattern of economic benefitsconsumed |
Customer relationships | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 5 years |
Customer relationships | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 8 years |
Vendor relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life description | Accelerated based upon the pattern of economic benefitsconsumed |
Vendor relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 5 years |
Vendor relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 8 years |
Developed technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 8 years |
Intangible assets, useful life description | Accelerated based upon the pattern of economic benefitsconsumed |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life description | Straight-line |
Trade name | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 5 years |
Trade name | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 10 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 12,052 | $ 7,906 |
Accumulated Amortization | (7,058) | 6,514 |
Amortized Intangible Assets, Net | $ 4,994 | 1,392 |
Amortized Intangible Assets, Weighted Average Useful Life | 5 years 7 months 6 days | |
Indefinite-lived Intangible Assets | $ 1,010 | 1,012 |
Other Intangible Assets, Gross Carrying Amount | 13,062 | 8,918 |
Other Intangible Assets, Net | 6,004 | 2,404 |
Trade name and trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | 1,010 | 1,012 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | 2,521 | 2,652 |
Accumulated Amortization | (1,930) | (1,932) |
Amortized Intangible Assets, Net | $ 591 | 720 |
Amortized Intangible Assets, Weighted Average Useful Life | 8 years 1 month 6 days | |
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 58 | 58 |
Accumulated Amortization | (58) | (58) |
Amortized Intangible Assets, Net | $ 0 | 0 |
Amortized Intangible Assets, Weighted Average Useful Life | 0 years | |
Trade name and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 464 | 118 |
Accumulated Amortization | (73) | (6) |
Amortized Intangible Assets, Net | $ 391 | 112 |
Amortized Intangible Assets, Weighted Average Useful Life | 4 years 3 months 18 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 5,509 | 4,178 |
Accumulated Amortization | (3,914) | (3,618) |
Amortized Intangible Assets, Net | $ 1,595 | 560 |
Amortized Intangible Assets, Weighted Average Useful Life | 3 years 10 months 24 days | |
Vendor relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 2,600 | 0 |
Accumulated Amortization | (183) | 0 |
Amortized Intangible Assets, Net | $ 2,417 | 0 |
Amortized Intangible Assets, Weighted Average Useful Life | 6 years 6 months | |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 900 | 900 |
Accumulated Amortization | (900) | (900) |
Amortized Intangible Assets, Net | $ 0 | $ 0 |
Amortized Intangible Assets, Weighted Average Useful Life | 0 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ||
Fiscal 2024 | $ 1,093 | |
Fiscal 2025 | 1,084 | |
Fiscal 2026 | 846 | |
Fiscal 2027 | 588 | |
Fiscal 2028 | 517 | |
Thereafter | 866 | |
Amortized Intangible Assets, Net | $ 4,994 | $ 1,392 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 653 | $ 227 | $ 290 |
Cost of product revenue [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 107 | 183 | 175 |
Cost of product revenue [Member] | Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 107 | 183 | 175 |
Operating Expenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 546 | 44 | 115 |
Operating Expenses [Member] | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 296 | 27 | 47 |
Operating Expenses [Member] | Vendor relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 183 | 0 | 0 |
Operating Expenses [Member] | Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 0 | 11 | 68 |
Operating Expenses [Member] | Tradename [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 67 | $ 6 | $ 0 |
ACCRUED EXPENSES AND OTHER (Acc
ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued acquisition earnout | $ 3,000 | $ 234 |
Other accruals | 2,598 | 1,987 |
Compensation and benefits | 1,412 | 1,668 |
Credits due to customers | 1,310 | 1,209 |
Accrued project costs | 1,218 | 2,215 |
Warranty | 497 | 728 |
Sales tax | 274 | 157 |
Legal and professional fees | 172 | 106 |
Sales returns reserve | 71 | 123 |
Total | $ 10,552 | $ 8,427 |
ACCRUED EXPENSES AND OTHER (Nar
ACCRUED EXPENSES AND OTHER (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Minimum [Member] | |
Product Warranty Liability [Line Items] | |
Limited warranty term | 1 year |
Maximum [Member] | |
Product Warranty Liability [Line Items] | |
Limited warranty term | 10 years |
ACCRUED EXPENSES AND OTHER (War
ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Movement in Standard Product Warranty Accrual | ||
Beginning of year | $ 860 | $ 1,009 |
Accruals | 382 | 434 |
Warranty claims (net of vendor reimbursements) | (596) | (583) |
End of year | $ 646 | $ 860 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | ||||||
Numerator: | ||||||||||||||||
Net income (dollars in thousands) | $ (5,116) | [1] | $ (24,059) | [1] | $ (2,331) | [1] | $ (2,835) | [1] | $ (1,180) | $ 1,102 | $ 3,659 | $ 2,510 | $ (34,341) | [1] | $ 6,091 | $ 26,134 |
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 32,294,000 | 32,048,000 | 31,031,000 | 31,138,000 | 31,097,000 | 31,085,000 | 31,031,000 | 30,860,000 | 31,703,712 | 31,018,356 | 30,634,553 | |||||
Weighted-average effect of assumed conversion of stock options and restricted stock | 0 | 276,217 | 669,174 | |||||||||||||
Weighted-average common shares and share equivalents outstanding | 32,294,000 | 32,048,000 | 31,031,000 | 31,138,000 | 31,097,000 | 31,235,000 | 31,288,000 | 31,290,000 | 31,703,712 | 31,294,573 | 31,303,727 | |||||
Net income per common share: Basic | ||||||||||||||||
Basic net (loss) income per share attributable to common shareholders | $ (0.16) | [1] | $ (0.75) | [1] | $ (0.07) | [1] | $ (0.09) | [1] | $ (0.04) | $ 0.04 | $ 0.12 | $ 0.08 | $ (1.08) | [1] | $ 0.20 | $ 0.85 |
Net income per common share: Diluted | ||||||||||||||||
Diluted net (loss) income per share | $ (0.16) | [1] | $ (0.75) | [1] | $ (0.07) | [1] | $ (0.09) | [1] | $ (0.04) | $ 0.04 | $ 0.12 | $ 0.08 | $ (1.08) | [1] | $ 0.19 | $ 0.83 |
[1] Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income (Loss) Per Common Share ) (Details) | 12 Months Ended |
Mar. 31, 2022 shares | |
Number of potentially dilutive securities | |
Potentially dilutive securities outstanding (in shares) | 17,803 |
Restricted shares | |
Number of potentially dilutive securities | |
Potentially dilutive securities outstanding (in shares) | 17,803 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Long-term debt | ||
Total long-term debt | $ 10,020 | $ 35 |
Less current maturities | (17) | (16) |
Long-term debt, less current maturities | 10,003 | 19 |
Revolving credit facility | ||
Long-term debt | ||
Revolving credit facility | 10,000 | |
Equipment debt obligations | ||
Long-term debt | ||
Total long-term debt | $ 20 | $ 35 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) | 12 Months Ended | |||||
Dec. 29, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Feb. 28, 2019 USD ($) | Oct. 26, 2018 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 90,000 | |||
Prior Credit Agreement | Western Alliance Bank | Line of credit | Revolving credit facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, amount | $ 20,150,000 | |||||
Credit agreement, maturity date | Oct. 26, 2021 | |||||
Credit agreement, early termination fees | $ 0 | |||||
Loss on debt extinguishment | $ (100,000) | |||||
Credit Agreement | Bank Of America N A | Revolving credit facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, amount | $ 17,300,000 | |||||
Credit Agreement | Bank Of America N A | Line of credit | Revolving credit facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, amount | $ 25,000,000 | |||||
Credit agreement period | 5 years | |||||
Credit agreement, maturity date | Dec. 29, 2025 | |||||
Credit facility, available amount | $ 7,300,000 | |||||
Credit agreement, amounts borrowed | $ 10,000,000 | |||||
Credit agreement, springing minimum fixed cost coverage ratio | 1 | |||||
Credit agreement, springing minimum fixed cost coverage ratio covenant amount of excess availability under credit facility | $ 3,000,000 | |||||
Credit agreement, springing minimum fixed cost coverage ratio covenant percentage of committed facility | 15% | |||||
Debt Instrument 1 | Equipment debt obligations | ||||||
Line Of Credit Facility [Line Items] | ||||||
Principal amount of debt | $ 44,000 | |||||
Stated interest rate, percentage | 6.43% | |||||
Debt maturity month and year | 2024-01 | |||||
Debt Instrument 2 | Equipment debt obligations | ||||||
Line Of Credit Facility [Line Items] | ||||||
Principal amount of debt | $ 30,000 | |||||
Stated interest rate, percentage | 8.77% | |||||
Debt maturity month and year | 2024-01 |
LONG-TERM DEBT (Aggregate Matur
LONG-TERM DEBT (Aggregate Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Debt Disclosure [Abstract] | ||
Fiscal 2024 | $ 17 | |
Fiscal 2025 | 3 | |
Fiscal 2026 | 10,000 | |
Total long-term debt | $ 10,020 | $ 35 |
INCOME TAXES (Schedule of Compo
INCOME TAXES (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 97 | $ 179 | $ 244 | |
Deferred income tax benefit | $ 17,800 | 17,881 | 1,980 | (19,860) |
Total provision (benefit) for income taxes | 17,978 | 2,159 | (19,616) | |
Federal, Current | 0 | 0 | 0 | |
Federal, Deferred | 14,557 | 1,658 | (16,217) | |
Total Federal | 14,557 | 1,658 | (16,217) | |
State, Current | 97 | 179 | 244 | |
State, Deferred | 3,324 | 322 | (3,643) | |
Total State | $ 3,421 | $ 501 | $ (3,399) |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Tax Rates) (Details) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 21% | 21% | 21% |
State taxes, net | 4% | 5.20% | 5.30% |
State tax credits, net | (1.90%) | 0% | 0% |
Change in valuation reserve | (131.30%) | (0.40%) | (321.40%) |
Permanent items | (1.00%) | (1.90%) | (3.40%) |
Change in tax contingency reserve | (0.10%) | 0.10% | (0.50%) |
Equity compensation cancellations | (0.10%) | 0.10% | 0.60% |
State return to provision | (0.90%) | 2.30% | (1.70%) |
Other, net | 0.40% | (0.20%) | (0.90%) |
Effective income tax rate | (109.90%) | 26.20% | (301.00%) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets: | |||
Inventory, accruals and reserves | $ 680 | $ 809 | |
Interest deduction carry-forward | 71 | 0 | |
Federal and state operating loss carry-forwards | 18,849 | 16,485 | |
Tax credit carry-forwards | 1,537 | 1,847 | |
Equity compensation | 188 | 231 | |
Deferred revenue | 25 | 29 | |
Lease liability | 669 | 670 | |
Intangible assets | 984 | 0 | |
Other | 798 | 247 | |
Total deferred tax assets | 23,801 | 20,318 | |
Valuation allowance | $ (22,700) | (22,731) | (1,249) |
Deferred tax assets, net of valuation allowance | 1,070 | 19,069 | |
Deferred tax liabilities: | |||
Lease ROU asset | (549) | (518) | |
Fixed assets | (598) | (529) | |
Intangible assets | 0 | (217) | |
Total deferred tax liabilities | (1,147) | (1,264) | |
Total net deferred tax assets | $ 77 | $ 17,805 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance | $ 22,731 | $ 22,700 | $ 1,249 | ||
Increase in tax expense | 17,800 | ||||
Unrecognized tax benefits | 225 | 215 | $ 285 | $ 259 | |
Unrecognized tax benefits that would impact effective tax rate | 200 | ||||
Unrecognized tax benefits, accrued interest and penalties | $ 100 | $ 100 | |||
Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Examination period for state income tax returns | 3 years | ||||
Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Examination period for state income tax returns | 5 years | ||||
Tax Year 2022 To 2040 | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL Carryforwards | $ 118,600 | ||||
Tax Not Subject To Time Restriction | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL Carryforwards | $ 19,700 | ||||
NOL carryforwards, percentage of adjusted taxable income to offset | 80% | ||||
Domestic Country | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL Carryforwards | $ 71,400 | ||||
Tax credit carryforwards | 1,300 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL Carryforwards | 66,100 | ||||
Tax credit carryforwards | 300 | ||||
Foreign Country | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL Carryforwards | $ 800 |
INCOME TAXES (Unrecognized Tax
INCOME TAXES (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits as of beginning of fiscal year | $ 215 | $ 285 | $ 259 |
Additions based on tax positions related to the current period positions | 1 | 39 | 123 |
(Reductions) for tax positions of prior years | (109) | (97) | |
Additions for tax positions of prior years | 9 | ||
Unrecognized tax benefits as of end of fiscal year | $ 225 | $ 215 | $ 285 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Long-term Purchase Commitment [Line Items] | |||
Discretionary company contributions to retirement savings plan | $ 0.2 | $ 0.1 | $ 0.1 |
Inventories | |||
Long-term Purchase Commitment [Line Items] | |||
Purchase commitments | $ 9 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Jan. 03, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 31, 2010 | |
Equity Class Of Treasury Stock [Line Items] | |||||
Rights agreement extended term | 3 years | ||||
Employee stock purchase plan, shares authorized | 2,500,000 | ||||
Maximum amount limit for ESPP per employee | $ 20,000 | ||||
Purchase price to market price matching percentage | 100% | ||||
Issuance of common stock in connection with acquisition | $ 800,000 | $ 0 | $ 0 | ||
At Market Issuance Sales Agreement | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Sale of share | 0 | ||||
Maximum [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Proceeds from issuance of debt or sale of equity securities | $ 100,000,000 | ||||
Maximum [Member] | At Market Issuance Sales Agreement | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Issuance of common stock in connection with acquisition | $ 50,000,000 |
STOCK OPTIONS AND RESTRICTED _3
STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 07, 2019 | Aug. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 1,612 | $ 813 | $ 753 | ||
Outstanding stock options | $ 0 | ||||
Share Price | $ 2.03 | ||||
Restricted shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 1,600 | ||||
Weighted average grant-date fair value (usd per share) | $ 2.16 | $ 5.55 | $ 4.27 | ||
2016 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares for issuance to eligible participants (in shares) | 3,500,000 | 1,750,000 | |||
Increase in number of common stock shares available for issuance | 1,750,000 | ||||
Number of shares available for grant | 545,146 |
STOCK OPTIONS AND RESTRICTED _4
STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-based compensation | |||
Total | $ 1,612 | $ 813 | $ 753 |
Cost of product revenue | |||
Stock-based compensation | |||
Total | 4 | 5 | 4 |
General and administrative | |||
Stock-based compensation | |||
Total | 1,596 | 793 | 716 |
Sales and marketing | |||
Stock-based compensation | |||
Total | 8 | 12 | 29 |
Research and development | |||
Stock-based compensation | |||
Total | $ 4 | $ 3 | $ 4 |
STOCK OPTIONS AND RESTRICTED _5
STOCK OPTIONS AND RESTRICTED SHARES (Summary of Outstanding Stock Options) (Details) | 12 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning Balance (shares) | shares | 142,428 |
Granted (shares) | shares | 0 |
Exercised (shares) | shares | (26,646) |
Forfeited (shares) | shares | (42,646) |
Ending Balance (shares) | shares | 73,136 |
Number of Shares, Exercisable (shares) | shares | 73,136 |
Weighted Average Exercise Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 2.28 |
Granted Stock Options (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 2.18 |
Forfeited (in dollars per share) | $ / shares | 2.22 |
Ending Balance (in dollars per share) | $ / shares | 2.41 |
Exercisable at March 31, 2023 | $ / shares | $ 2.41 |
STOCK OPTIONS AND RESTRICTED _6
STOCK OPTIONS AND RESTRICTED SHARES (Summary of Exercise Price Range) (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Outstanding and Vested (shares) | 73,136 | 142,428 |
Weighted Average Remaining Contractual Life (Years) | 1 month 28 days | |
Weighted Average Exercise Price (usd per share) | $ 2.41 | $ 2.28 |
$2.41 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Outstanding and Vested (shares) | 73,136 | |
Weighted Average Remaining Contractual Life (Years) | 1 month 28 days | |
Weighted Average Exercise Price (usd per share) | $ 2.41 |
STOCK OPTIONS AND RESTRICTED _7
STOCK OPTIONS AND RESTRICTED SHARES (Schedule of Performance-Vesting Restricted Stock and Time Vesting-Restricted Stock) (Details) - Restricted shares | 12 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares outstanding, beginning of the period (shares) | shares | 450,458 |
Shares issued (shares) | shares | 856,738 |
Shares vested (shares) | shares | (536,622) |
Shares forfeited (shares) | shares | (27,120) |
Shares outstanding, end of the period (shares) | shares | 743,454 |
Balance at March 31, 2022 | $ 4.80 |
Weighted Average Fair Value Price Shares issued | 2.16 |
Weighted Average Fair Value Price Shares vested | 3.58 |
Weighted Average Fair Value Price Shares forfeited | 3.96 |
Shares outstanding at March 31, 2023 | 2.90 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Per share price on grant date | 1.82 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Per share price on grant date | $ 2.18 |
STOCK OPTIONS AND RESTRICTED _8
STOCK OPTIONS AND RESTRICTED SHARES (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Fiscal 2024 | $ 704 |
Fiscal 2025 | 467 |
Fiscal 2026 | 503 |
Thereafter | 0 |
Total | $ 1,674 |
Remaining weighted average expected term | 2 years |
SEGMENT DATA (Reconciliation of
SEGMENT DATA (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Corporate and Other | |||||||||||
Revenues | $ 21,629 | $ 20,288 | $ 17,560 | $ 17,906 | $ 22,058 | $ 30,714 | $ 36,510 | $ 35,101 | $ 77,383 | $ 124,383 | $ 116,840 |
Operating Income (Loss) | (15,985) | 8,391 | 6,836 | ||||||||
Depreciation and Amortization | 2,095 | 1,616 | 1,480 | ||||||||
Capital Expenditures | 586 | 498 | 902 | ||||||||
Orion Distribution Services | |||||||||||
Corporate and Other | |||||||||||
Capital Expenditures | 17 | ||||||||||
Orion U.S. Markets | |||||||||||
Corporate and Other | |||||||||||
Capital Expenditures | 21 | ||||||||||
Orion Electric Vehicle Charging Systems | |||||||||||
Corporate and Other | |||||||||||
Capital Expenditures | 5 | ||||||||||
Orion Services Group | |||||||||||
Corporate and Other | |||||||||||
Capital Expenditures | 227 | ||||||||||
Operating Segments | Orion Distribution Services | |||||||||||
Corporate and Other | |||||||||||
Revenues | 15,395 | 22,209 | 21,122 | ||||||||
Operating Income (Loss) | (186) | 3,114 | 2,430 | ||||||||
Depreciation and Amortization | 195 | 205 | 231 | ||||||||
Capital Expenditures | 63 | 158 | |||||||||
Operating Segments | Orion U.S. Markets | |||||||||||
Corporate and Other | |||||||||||
Revenues | 17,710 | 19,606 | 11,475 | ||||||||
Operating Income (Loss) | 1,605 | 3,963 | 1,683 | ||||||||
Depreciation and Amortization | 229 | 185 | 128 | ||||||||
Capital Expenditures | 58 | 107 | |||||||||
Operating Segments | Orion Electric Vehicle Charging Systems | |||||||||||
Corporate and Other | |||||||||||
Revenues | 6,275 | ||||||||||
Operating Income (Loss) | 4,133 | ||||||||||
Depreciation and Amortization | 465 | ||||||||||
Operating Segments | Orion Services Group | |||||||||||
Corporate and Other | |||||||||||
Revenues | 38,002 | 82,568 | 84,243 | ||||||||
Operating Income (Loss) | (6,982) | 6,462 | 7,472 | ||||||||
Depreciation and Amortization | 987 | 997 | 913 | ||||||||
Capital Expenditures | 224 | 516 | |||||||||
Corporate and Other | |||||||||||
Corporate and Other | |||||||||||
Operating Income (Loss) | (6,289) | (5,148) | (4,749) | ||||||||
Depreciation and Amortization | 219 | 229 | 208 | ||||||||
Capital Expenditures | $ 316 | $ 153 | $ 121 |
SEGMENT DATA (Reconciliation _2
SEGMENT DATA (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Corporate and Other | ||
Total Assets | $ 71,579 | $ 86,817 |
Operating Segments | Orion Services Group | ||
Corporate and Other | ||
Total Assets | 19,167 | 26,642 |
Operating Segments | Orion Distribution Services | ||
Corporate and Other | ||
Total Assets | 6,021 | 6,723 |
Operating Segments | Orion U.S. Markets | ||
Corporate and Other | ||
Total Assets | 10,191 | 8,017 |
Operating Segments | Orion Electric Vehicle Charging Systems | ||
Corporate and Other | ||
Total Assets | 11,502 | 0 |
Corporate and Other | ||
Corporate and Other | ||
Total Assets | $ 24,698 | $ 45,435 |
SEGMENT DATA (Additional Inform
SEGMENT DATA (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 21,629 | $ 20,288 | $ 17,560 | $ 17,906 | $ 22,058 | $ 30,714 | $ 36,510 | $ 35,101 | $ 77,383 | $ 124,383 | $ 116,840 |
Outside the United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 200 | $ 0 |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 05, 2022 | Jan. 01, 2022 | Jun. 30, 2022 | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Business combination, cash purchase price | $ 5,600,000 | $ 4,012,000 | $ 0 | |||||
Value of Common Stock | 0 | 0 | ||||||
Transaction costs | 800,000 | 500,000 | ||||||
Customary closing adjustments | $ 900,000 | |||||||
Accrued expenses | 3,000,000 | |||||||
Other long-term liabilities | 1,000,000 | |||||||
Stay-Lite Lighting, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash purchase price | $ 4,300,000 | $ 4,000,000 | ||||||
Purchase price | 4,300,000 | |||||||
Business combination, working capital adjustment received | $ 100,000 | |||||||
Business combination, estimate of earn-out liability | 200,000 | 200,000 | ||||||
Net sales | 2,700,000 | |||||||
Operating income | 700,000 | 25,500 | ||||||
Business acquisition, pro forma operating income loss | 6,000,000 | |||||||
Pro forma revenue | 131,300,000 | |||||||
Stay-Lite Lighting, Inc. | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, earnout related purchase price | $ 700,000 | |||||||
Voltrek LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash purchase price | 5,000,000 | |||||||
Value of Common Stock | 1,000,000 | |||||||
Recorded in opening balance sheet | 800,000 | |||||||
Business combination additional earnout related purchase price | 3,000,000 | |||||||
Purchase price | $ 6,900,000 | |||||||
Payments for previous acquisition, shares | $ 620,067 | |||||||
Business acquisition, pro forma operating income loss | (33,500,000) | 5,900,000 | ||||||
Pro forma revenue | $ 79,800,000 | $ 128,000,000 | $ 125,400,000 | |||||
Voltrek LLC | Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination additional earnout related purchase price | $ 7,150,000 | $ 3,500,000 |
ACQUISITION - Schedule of Preli
ACQUISITION - Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Oct. 05, 2022 | Mar. 31, 2022 | Jan. 01, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,484 | $ 350 | ||
Stay-Lite Lighting, Inc. | Preliminary Opening Balance Sheet | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 95 | |||
Accounts receivable | 2,690 | |||
Revenue earned but not billed | 342 | |||
Inventory | 504 | |||
Prepaid expenses and other current assets | 41 | |||
Property and equipment | 958 | |||
Goodwill | 350 | |||
Other intangible assets | 696 | |||
Other long-term assets | 537 | |||
Accounts payable | (965) | |||
Accrued expenses and other | 550 | |||
Other long-term liabilities | (412) | |||
Net purchase consideration | 4,286 | |||
Stay-Lite Lighting, Inc. | Adjustments | ||||
Business Acquisition [Line Items] | ||||
Cash | 0 | |||
Accounts receivable | 0 | |||
Revenue earned but not billed | 0 | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Property and equipment | (233) | |||
Goodwill | 214 | |||
Other intangible assets | (23) | |||
Other long-term assets | 0 | |||
Accounts payable | 0 | |||
Accrued expenses and other | (58) | |||
Other long-term liabilities | (1) | |||
Net purchase consideration | 17 | |||
Stay-Lite Lighting, Inc. | Adjusted Opening Balance Sheet | ||||
Business Acquisition [Line Items] | ||||
Cash | 95 | |||
Accounts receivable | 2,690 | |||
Revenue earned but not billed | 342 | |||
Inventory | 504 | |||
Prepaid expenses and other current assets | 41 | |||
Property and equipment | 725 | |||
Goodwill | 564 | |||
Other intangible assets | 673 | |||
Other long-term assets | 537 | |||
Accounts payable | 965 | |||
Accrued expenses and other | 492 | |||
Other long-term liabilities | 411 | |||
Net purchase consideration | $ 4,303 | |||
Voltrek LLC | Preliminary Opening Balance Sheet | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 416 | |||
Accounts receivable | 1,438 | |||
Revenue earned but not billed | 365 | |||
Inventory | 880 | |||
Prepaid expenses and other current assets | 39 | |||
Property and equipment | 4 | |||
Goodwill | 861 | |||
Other intangible assets | 4,200 | |||
Other long-term assets | 211 | |||
Accounts payable | (1,199) | |||
Accrued expenses and other | 286 | |||
Other long-term liabilities | (180) | |||
Net purchase consideration | 6,749 | |||
Voltrek LLC | Adjustments | ||||
Business Acquisition [Line Items] | ||||
Cash | 0 | |||
Accounts receivable | (75) | |||
Revenue earned but not billed | (40) | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Property and equipment | 0 | |||
Goodwill | 59 | |||
Other intangible assets | 100 | |||
Other long-term assets | 12 | |||
Accounts payable | (66) | |||
Accrued expenses and other | 0 | |||
Other long-term liabilities | 0 | |||
Net purchase consideration | 122 | |||
Voltrek LLC | Adjusted Opening Balance Sheet | ||||
Business Acquisition [Line Items] | ||||
Cash | 416 | |||
Accounts receivable | 1,363 | |||
Revenue earned but not billed | 325 | |||
Inventory | 880 | |||
Prepaid expenses and other current assets | 39 | |||
Property and equipment | 4 | |||
Goodwill | 920 | |||
Other intangible assets | 4,300 | |||
Other long-term assets | 223 | |||
Accounts payable | 1,133 | |||
Accrued expenses and other | 286 | |||
Other long-term liabilities | 180 | |||
Net purchase consideration | $ 6,871 |
ACQUISITION - Schedule of Intan
ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2023 USD ($) | |
Trade name | Stay-Lite Lighting, Inc. | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 164 |
Estimated Useful Life (Years) | 5 years |
Trade name | Voltrek LLC | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 300 |
Estimated Useful Life (Years) | 5 years |
Vendor relationship | Voltrek LLC | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 2,600 |
Estimated Useful Life (Years) | 7 years |
Customer relationships | Stay-Lite Lighting, Inc. | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 509 |
Estimated Useful Life (Years) | 8 years |
Customer relationships | Voltrek LLC | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 1,400 |
Estimated Useful Life (Years) | 3 years |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | ||||||
Selected Quarterly Financial Information [Abstract] | ||||||||||||||||
Total revenue | $ 21,629 | $ 20,288 | $ 17,560 | $ 17,906 | $ 22,058 | $ 30,714 | $ 36,510 | $ 35,101 | $ 77,383 | $ 124,383 | $ 116,840 | |||||
Gross profit | 4,741 | 4,781 | 4,435 | 3,554 | 5,253 | 7,641 | 10,788 | 10,230 | 17,511 | 33,912 | 30,124 | |||||
Net income (loss) | $ (5,116) | [1] | $ (24,059) | [1] | $ (2,331) | [1] | $ (2,835) | [1] | $ (1,180) | $ 1,102 | $ 3,659 | $ 2,510 | $ (34,341) | [1] | $ 6,091 | $ 26,134 |
Basic net income (loss) per share | $ (0.16) | [1] | $ (0.75) | [1] | $ (0.07) | [1] | $ (0.09) | [1] | $ (0.04) | $ 0.04 | $ 0.12 | $ 0.08 | $ (1.08) | [1] | $ 0.20 | $ 0.85 |
Shares used in basic per share calculation | 32,294,000 | 32,048,000 | 31,031,000 | 31,138,000 | 31,097,000 | 31,085,000 | 31,031,000 | 30,860,000 | 31,703,712 | 31,018,356 | 30,634,553 | |||||
Diluted net income (loss) per share | $ (0.16) | [1] | $ (0.75) | [1] | $ (0.07) | [1] | $ (0.09) | [1] | $ (0.04) | $ 0.04 | $ 0.12 | $ 0.08 | $ (1.08) | [1] | $ 0.19 | $ 0.83 |
Shares used in diluted per share calculation | 32,294,000 | 32,048,000 | 31,031,000 | 31,138,000 | 31,097,000 | 31,235,000 | 31,288,000 | 31,290,000 | 31,703,712 | 31,294,573 | 31,303,727 | |||||
[1] Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. |
QUARTERLY FINANCIAL DATA (UNA_4
QUARTERLY FINANCIAL DATA (UNAUDITED) (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Selected Quarterly Financial Information [Abstract] | ||||
Deferred income tax benefit | $ 17,800 | $ 17,881 | $ 1,980 | $ (19,860) |