Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Orion Energy Systems, Inc. | |
Entity Central Index Key | 0001409375 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 | |
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 Common Stock, Shares Outstanding | 32,512,221 | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | OESX | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 4,025 | $ 15,992 |
Accounts receivable, net | 16,117 | 13,728 |
Revenue earned but not billed | 1,827 | 1,320 |
Inventories, net | 20,160 | 18,205 |
Prepaid expenses and other current assets | 3,153 | 1,116 |
Total current assets | 45,282 | 50,361 |
Property and equipment, net | 10,368 | 10,470 |
Goodwill | 1,484 | 1,484 |
Other intangible assets, net | 5,464 | 6,004 |
Other long-term assets | 3,232 | 3,260 |
Total assets | 65,830 | 71,579 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 15,561 | 13,405 |
Accrued expenses and other | 11,612 | 10,552 |
Deferred revenue, current | 1,864 | 480 |
Current maturities of long-term debt | 12 | 17 |
Total current liabilities | 29,049 | 24,454 |
Revolving credit facility | 10,000 | 10,000 |
Long-term debt, less current maturities | 0 | 3 |
Deferred revenue, long-term | 451 | 489 |
Other long-term liabilities | 3,690 | 3,384 |
Total liabilities | 43,190 | 38,330 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at September 30, 2023 and March 31, 2023; no shares issued and outstanding at September 30, 2023 and March 31, 2023 | 0 | 0 |
Common stock, no par value: Shares authorized: 200,000,000 at September 30, 2023 and March 31, 2023; shares issued: 41,973,543 at September 30, 2023 and 41,767,092 at March 31, 2023; shares outstanding: 32,503,320 at September 30, 2023 and 32,295,408 at March 31, 2023 | 0 | 0 |
Additional paid-in capital | 161,321 | 160,907 |
Treasury stock, common shares: 9,470,223 at September 30, 2023 and 9,471,684 at March 31, 2023 | (36,235) | (36,237) |
Retained deficit | (102,446) | (91,421) |
Total shareholders’ equity | 22,640 | 33,249 |
Total liabilities and shareholders’ equity | $ 65,830 | $ 71,579 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Mar. 31, 2023 |
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) | 41,973,543 | 41,767,092 |
Common stock, shares outstanding (in shares) | 32,503,320 | 32,295,408 |
Treasury stock (in shares) | 9,470,223 | 9,471,684 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 20,586 | $ 17,560 | $ 38,199 | $ 35,466 |
Cost of revenue | 16,017 | 13,125 | 30,459 | 27,477 |
Gross profit | 4,569 | 4,435 | 7,740 | 7,989 |
Operating expenses: | ||||
General and administrative | 5,040 | 3,945 | 10,779 | 7,699 |
Acquisition related costs | 3 | 333 | 56 | 347 |
Sales and marketing | 3,312 | 2,649 | 6,608 | 5,538 |
Research and development | 382 | 451 | 862 | 965 |
Total operating expenses | 8,737 | 7,378 | 18,305 | 14,549 |
Loss from operations | (4,168) | (2,943) | (10,565) | (6,560) |
Other income (expense): | ||||
Other income | 12 | 1 | 12 | 0 |
Interest expense | (192) | (16) | (368) | (33) |
Amortization of debt issue costs | (25) | (16) | (49) | (31) |
Interest income | 0 | 0 | 2 | 0 |
Total other expense | (205) | (31) | (403) | (64) |
Loss before income tax | (4,373) | (2,974) | (10,968) | (6,624) |
Income tax expense | 15 | (643) | 57 | (1,458) |
Net loss | $ (4,388) | $ (2,331) | $ (11,025) | $ (5,166) |
Basic net loss per share attributable to common shareholders | $ (0.14) | $ (0.07) | $ (0.34) | $ (0.17) |
Weighted-average common shares outstanding | 32,502,566 | 31,330,030 | 32,424,623 | 31,240,475 |
Diluted net loss per share | $ (0.14) | $ (0.07) | $ (0.34) | $ (0.17) |
Weighted-average common shares and share equivalents outstanding | 32,502,566 | 31,330,030 | 32,424,623 | 31,240,475 |
Product revenue | ||||
Revenues | $ 15,588 | $ 12,833 | $ 29,259 | $ 26,316 |
Cost of revenue | 10,897 | 9,287 | 20,956 | 19,672 |
Service revenue | ||||
Revenues | 4,998 | 4,727 | 8,940 | 9,150 |
Cost of revenue | $ 5,120 | $ 3,838 | $ 9,503 | $ 7,805 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock, Shares | Common Stock, Additional Paid-in Capital | Treasury Stock | Retained Deficit |
Shareholders' equity, beginning of period at Mar. 31, 2022 | $ 65,100 | $ 158,419 | $ (36,239) | $ (57,080) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2022 | 31,097,872 | ||||
Exercise of stock options for cash | 54 | 54 | |||
Exercise of stock options for cash (shares) | 26,646 | ||||
Shares issued under Employee Stock Purchase Plan | 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 443 | ||||
Stock-based compensation | 254 | 254 | |||
Stock-based compensation (shares) | 125,744 | ||||
Employee tax withholdings on stock-based compensation | (2) | (2) | |||
Employee tax withholdings on stock-based compensation (shares) | (634) | ||||
Net income (loss) | (2,835) | (2,835) | |||
Shareholders' equity, end of period at Jun. 30, 2022 | 62,572 | 158,727 | (36,240) | (59,915) | |
Shareholders' equity, at end of period (shares) at Jun. 30, 2022 | 31,250,071 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2022 | 65,100 | 158,419 | (36,239) | (57,080) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2022 | 31,097,872 | ||||
Net income (loss) | (5,166) | ||||
Shareholders' equity, end of period at Sep. 30, 2022 | 60,975 | 159,460 | (36,239) | (62,246) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2022 | 31,355,911 | ||||
Shareholders' equity, beginning of period at Jun. 30, 2022 | 62,572 | 158,727 | (36,240) | (59,915) | |
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2022 | 31,250,071 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 648 | 648 | |||
Stock-based compensation | $ 733 | 733 | |||
Stock-based compensation (shares) | 105,192 | ||||
Net income (loss) | (2,331) | (2,331) | |||
Shareholders' equity, end of period at Sep. 30, 2022 | 60,975 | 159,460 | (36,239) | (62,246) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2022 | 31,355,911 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2023 | 33,249 | 160,907 | (36,237) | (91,421) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2023 | 32,295,408 | ||||
Shares issued under Employee Stock Purchase Plan | 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 699 | ||||
Stock-based compensation | 188 | 188 | |||
Stock-based compensation (shares) | 206,451 | ||||
Net income (loss) | (6,637) | (6,637) | |||
Shareholders' equity, end of period at Jun. 30, 2023 | 26,801 | 161,095 | (36,236) | (98,058) | |
Shareholders' equity, at end of period (shares) at Jun. 30, 2023 | 32,502,558 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2023 | 33,249 | 160,907 | (36,237) | (91,421) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2023 | 32,295,408 | ||||
Net income (loss) | (11,025) | ||||
Shareholders' equity, end of period at Sep. 30, 2023 | 22,640 | 161,321 | (36,235) | (102,446) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2023 | 32,503,320 | ||||
Shareholders' equity, beginning of period at Jun. 30, 2023 | 26,801 | 161,095 | (36,236) | (98,058) | |
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2023 | 32,502,558 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 762 | 762 | |||
Stock-based compensation | $ 226 | 226 | |||
Net income (loss) | (4,388) | (4,388) | |||
Shareholders' equity, end of period at Sep. 30, 2023 | $ 22,640 | $ 161,321 | $ (36,235) | $ (102,446) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2023 | 32,503,320 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (11,025) | $ (5,166) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation | 707 | 663 |
Amortization of intangible assets | 540 | 104 |
Stock-based compensation | 414 | 987 |
Amortization of debt issue costs | 49 | 31 |
Deferred income tax | 0 | (1,620) |
Loss on sale of property and equipment | 45 | 10 |
Provision for inventory reserves | 283 | 175 |
Provision for credit losses | 190 | 20 |
Other | (1) | 117 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,579) | 233 |
Revenue earned but not billed | (507) | 1,075 |
Inventories | (2,238) | 2,808 |
Prepaid expenses and other assets | (2,058) | 448 |
Accounts payable | 2,154 | (3,954) |
Accrued expenses and other | 1,365 | (2,486) |
Deferred revenue, current and long-term | 1,346 | (40) |
Net cash used in operating activities | (11,315) | (6,595) |
Investing activities | ||
Cash to fund acquisition, net of cash received | 0 | 55 |
Purchases of property and equipment | (747) | (442) |
Additions to patents and licenses | 0 | (10) |
Proceeds from sale of property, plant and equipment | 100 | 0 |
Net cash used in investing activities | (647) | (397) |
Financing activities | ||
Payment of long-term debt | (7) | (8) |
Proceeds from revolving credit facility | 0 | 5,000 |
Payments of revolving credit facility | 0 | 0 |
Payments to settle employee tax withholdings on stock-based compensation | 0 | (2) |
Proceeds from employee equity exercises | 2 | 56 |
Net cash (used in) provided by financing activities | (5) | 5,046 |
Net decrease in cash and cash equivalents | (11,967) | (1,946) |
Cash and cash equivalents at beginning of period | 15,992 | 14,466 |
Cash and cash equivalents at end of period | 4,025 | 12,520 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 363 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Sep. 30, 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 | 6 Months Ended |
Sep. 30, 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 and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC on June 12, 2023. Allowance for Credit Losses Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates. Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is primarily deposited wit h one financial institu tion. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2023 and September 30, 2022, no suppliers accounted for more than 10.0 % of total cost of revenue. For the three months ended September 30, 2023 , two customers accounted for 18.2 % and 10.7 % of total revenue, respectively. For the six months ended September 30, 2023 , two customers accounted for 19.3 % and 10.8 % of total revenue, respectively. For the three and six months ended September 30, 2022 , one customer accounted for 16.0 % and 14.9 % of total revenue, respectively. As of September 30, 2023 , two customers accounted for 11.1 % and 10.6 % of accounts receivable, respectively. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable. Recent Accounting Pronouncements Changes to U.S. GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. The Company, based on its assessment, determined that any recently issued or proposed ASUs are either not applicable to the Company or will have minimal impact on its consolidated financial statements when adopted. Recently Adopted Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion adopted ASU 2016-13 effective April 1, 2023. The effect of adoption was immaterial. |
REVENUE
REVENUE | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3 — REVENU E Orion generates revenue primarily by selling manufactured or sourced commercial lighting fixtures and components, sourced electric vehicle chargers and related products, installing these products in customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which we refer to as a performance obligation) is transferred to a customer at an amount that reflects the consideration Orion expects to receive in exchange for those goods or services. During the 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 Electric Vehicle Charging segment ("EV") and complement 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 Condensed Consolidated Statement of Operations. Revenue from the lighting and maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations. The following tables provide detail of Orion’s total revenue for the three and six months ended September 30, 2023 and September 30, 2022 (dollars in thousands): Three Months Ended September 30, 2023 Six Months Ended September 30, 2023 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,928 $ 1,614 $ 13,542 $ 23,713 $ 2,445 $ 26,158 Maintenance services 876 2,757 3,633 1,775 5,612 7,387 Electric vehicle charging 2,752 627 3,379 3,734 883 4,617 Solar energy related revenues 13 — 13 13 — 13 Total revenues from contracts with customers 15,569 4,998 20,567 29,235 8,940 38,175 Revenue accounted for under other guidance 19 — 19 24 — 24 Total revenue $ 15,588 $ 4,998 $ 20,586 $ 29,259 $ 8,940 $ 38,199 Three Months Ended September 30, 2022 Six Months Ended September 30, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 12,059 $ 2,036 $ 14,095 $ 24,463 $ 3,394 $ 27,857 Maintenance services 755 2,691 3,446 1,744 5,756 7,500 Total revenues from contracts with customers 12,814 4,727 17,541 26,207 9,150 35,357 Revenue accounted for under other guidance 19 — 19 109 — 109 Total revenue $ 12,833 $ 4,727 $ 17,560 $ 26,316 $ 9,150 $ 35,466 The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of September 30, 2023 and March 31, 2023 (dollars in thousands): September 30, March 31, Accounts receivable, net $ 16,117 $ 13,728 Contract assets $ 1,827 $ 1,320 Contract liabilities $ 1,748 $ 480 There were no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. Deferred revenue, current as of September 30, 2023 and March 31, 2023, includes $ 1.7 million and $ 0.5 million, respectively, of contract liabilities which represent consideration received from a customer contract on which installation has not yet begun and Orion has not fulfilled the promises included. Of the $ 0.5 million outstanding as of March 31, 2023, $ 0.3 million has been recognized as revenue. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 — ACCOUNTS RECEIVABLE, NET As of September 30, 2023 and March 31, 2023, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): September 30, March 31, Accounts receivable, gross $ 16,389 $ 13,814 Allowance for credit losses ( 272 ) ( 86 ) Accounts receivable, net $ 16,117 $ 13,728 Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Beginning of period $ ( 272 ) $ ( 18 ) $ ( 86 ) $ ( 8 ) Credit loss expense — ( 23 ) ( 190 ) ( 33 ) Write-off — — 4 — End of period $ ( 272 ) $ ( 41 ) $ ( 272 ) $ ( 41 ) |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | NOTE 5 — INVENTORIES, NET As of September 30, 2023 and March 31, 2023, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of September 30, 2023 Raw materials and components $ 7,292 $ ( 1,085 ) $ 6,207 Work in process 512 ( 141 ) 371 Finished goods 14,318 ( 736 ) 13,582 Total $ 22,122 $ ( 1,962 ) $ 20,160 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 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses consists primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and sales tax receivable. Other current assets as of September 30, 2023 and March 31, 2023 consists primarily of $ 1.8 million and none , respectively, of prepaid software and services. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 — PROPERTY AND EQUIPMENT, NET As of September 30, 2023 and March 31, 2023, property and equipment, net, included the following (dollars in thousands): September 30, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,910 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,135 11,234 Vehicles 1,027 720 Construction in Progress 103 37 Gross property and equipment 35,649 35,234 Less: accumulated depreciation ( 25,281 ) ( 24,764 ) Total property and equipment, net $ 10,368 $ 10,470 |
LEASES
LEASES | 6 Months Ended |
Sep. 30, 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. Orion accounts for leases in accordance with ASC 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification September 30, 2023 March 31, 2023 Assets Operating lease assets Other long-term assets $ 2,159 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 948 $ 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,625 1,826 Total lease liabilities $ 2,573 $ 2,649 Orion had operating lease costs of $ 0.7 million and $ 1.1 million for the three and six months ended September 30, 2023 , respectively. Orion had operating lease costs of $ 0.3 million and $ 0.6 million for the three and six months ended September 30, 2022, respectively. 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 (period remaining) $ 531 Fiscal 2025 1,083 Fiscal 2026 984 Fiscal 2027 177 Thereafter — Total lease payments $ 2,775 Less: Interest ( 202 ) Present value of lease liabilities $ 2,573 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS, NET 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-Light Lighting during fiscal year 2022, which has an indefinite life, and is assigned to the Maintenance operating segment. See Note 18 – Acquisition for further discussion of the Voltrek acquisition. As of September 30, 2023 and March 31, 2023, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): September 30, 2023 March 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,981 ) $ 540 8.4 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 117 ) 347 3.8 464 ( 73 ) 391 Customer relationships 5,509 ( 4,174 ) 1,335 3.3 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 368 ) 2,232 6.0 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,598 ) $ 4,454 5.3 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Amortization expense on intangible assets was $ 0.2 million and $ 0.5 million for the three and six months ended September 30, 2023, respectively. Amortization expense on intangible assets was $ 0.1 million for the three and six months ended September 30, 2022, respectively. The estimated amortization expense for the remainder of fiscal 2024, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2024 (period remaining) $ 545 Fiscal 2025 1,083 Fiscal 2026 845 Fiscal 2027 587 Fiscal 2028 516 Fiscal 2029 469 Thereafter 409 Total $ 4,454 |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 6 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER | NOTE 10 — ACCRUED EXPENSES AND OTHER As of September 30, 2023 and March 31, 2023, accrued expenses and other included the following (dollars in thousands): September 30, March 31, Accrued acquisition earn-out $ 3,250 $ 3,000 Other accruals 2,739 2,598 Compensation and benefits 1,903 1,412 Accrued project costs 1,532 1,218 Credits due to customers 1,142 1,310 Warranty 517 497 Sales tax 335 274 Sales returns reserve 175 71 Legal and professional fees 19 172 Total $ 11,612 $ 10,552 Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products. Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Beginning of period $ 654 $ 811 $ 646 $ 860 Accruals 81 29 145 196 Warranty claims (net of vendor reimbursements) ( 60 ) ( 142 ) ( 116 ) ( 358 ) End of period $ 675 $ 698 $ 675 $ 698 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER COMMON SHARE | NOTE 11 — NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net loss per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three and six months ended September 30, 2023 and 2022 , Orion was in a net loss position; therefore, the Basic and Diluted weighted-average shares outstanding are equal because any increase to the basic shares would be anti-dilutive. Net (loss) income per common share is calculated based upon the following shares: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Numerator: Net loss (in thousands) $ ( 4,388 ) $ ( 2,331 ) $ ( 11,025 ) $ ( 5,166 ) Denominator: Weighted-average common shares outstanding 32,502,566 31,330,030 32,424,623 31,240,475 Weighted-average common shares and common share 32,502,566 31,330,030 32,424,623 31,240,475 Net loss per common share: Basic $ ( 0.14 ) $ ( 0.07 ) $ ( 0.34 ) $ ( 0.17 ) Diluted $ ( 0.14 ) $ ( 0.07 ) $ ( 0.34 ) $ ( 0.17 ) The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Common stock options — 85,136 — 85,136 Time-Based Restricted shares 933,808 845,645 933,808 845,645 Performance-Based Restricted shares 708,377 178,669 708,377 178,669 Total 1,642,185 1,109,450 1,642,185 1,109,450 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12 — LONG-TERM DEBT Long-term debt consisted of the following (dollars in thousands): September 30, March 31, Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 12 20 Total long-term debt 10,012 10,020 Less current maturities ( 12 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003 Revolving Credit Agreement On December 29, 2020, Orion entered into a $ 25 million Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $ 20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”). The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans. The Credit Agreement provides for a five-year $ 25.0 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 September 30, 2023, the borrowing base of the Credit Facility supports $ 18.9 million of availability, with $ 8.9 million of remaining availability net of $ 10.0 million borrowed. 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, Inc. ("Stay-Lite Lighting") and Voltrek, as secured collateral under the Credit Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarified that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement. As of September 30, 2023, Orion was in compliance with all debt covenants. Equipment Debt Obligations In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $ 44 thousand and $ 30 thousand to fund the purchase of certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43 % and 8.77 % per annum, respectively, and both debts mature in January 2024 . |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — INCOME TAXES Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book income (loss) before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended September 30, 2023 and 2022, Orion recorded income tax expense (benefit) of $ 15 thousand and $( 0.6 ) million, respectively, using this methodology. For the six months ended September 30, 2023 and 2022, Orion recorded income tax (benefit)/expense of $ 0.1 million a nd $( 1.5 ) million, respectively, using this methodology. As of September 30, 2023 and March 31, 2023, Orion had a full valuation allowance against its net deferred tax asset balance. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes. Uncertain Tax Positions As of September 30, 2023, Orion’s balance of gross unrecognized tax benefits was approximately $ 0.2 million, all of which would reduce Orion’s effective tax rate if recognized. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax (benefit) expense. Penalties and interest are included in the unrecognized tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. Orion does not believe the final resolution of any of such claims or legal proceedings will have a material adverse effect on Orion’s future results of operations or financial condition. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15 — SHAREHOLDERS’ EQUITY Employee Stock Purchase Plan In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or “ESPP”. In the three months ended September 30, 2023 , Orion issued 762 shares under the ESPP plan at a closing market price of $ 1.26 . In the three months ended September 30, 2022 , Orion issued 648 shares under the ESPP plan at a closing market price of $ 1.56 . 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 from time to time, having an aggregate offering price of up to $ 50 million. No share sales have been effected pursuant to the ATM program through September 30, 2023 . |
STOCK OPTIONS AND RESTRICTED SH
STOCK OPTIONS AND RESTRICTED SHARES | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND RESTRICTED SHARES | NOTE 16 — STOCK OPTIONS AND RESTRICTED SHARES At Orion's 2023 annual meeting of shareholders (the “2023 Annual Meeting”) held on August 10, 2023, Orion's shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the "Amended 2016 Plan"). The Amended 2016 Plan increased the number of shares of Orion's common stock available for issuance under the Amended 2016 Plan from 3,500,000 shares to 6,000,000 shares (an increase of 2,500,000 shares) and extended the term of the Amended 2016 Plan to the tenth anniversary of the date of the 2023 Annual Meeting. The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units. Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. During the three and six months ended September 30, 2023 and 2022, the following amounts of stock-based compensation were recorded in Orion’s Condensed Consolidated Statements of Operations (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Cost of product revenue $ 2 $ 1 $ 3 $ 2 General and administrative 218 729 400 979 Sales and marketing 4 2 8 4 Research and development 2 1 3 2 Total $ 226 $ 733 $ 414 $ 987 During the three and six months ended September 30, 2023, Orion had the following activity related to its stock-based compensation. Time-Based Performance-Based Stock Options Awards outstanding at March 31, 2023 612,819 130,635 73,136 Awards granted 532,690 577,742 — Awards vested or exercised ( 206,451 ) — — Awards forfeited ( 5,250 ) — ( 73,136 ) Awards outstanding at September 30, 2023 933,808 708,377 — Per share weighted average price on grant date $ 1.56 $ 1.55 — As of September 30, 2023, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.6 years, was approximately $ 1.8 million. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | NOTE 17 — SEGMENTS Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision maker ("CODM") regularly reviews when allocating resources and assessing performance. Orion's CODM is the chief executive officer. Previously, Orion had four reportable segments: Orion Services Group Division ("OSG"), Orion Distribution Services Division ("ODS"), Orion U.S. Markets Division (“USM”) and Orion Electric Vehicle Charging Division (“EV Segment”). Effective during the first quarter of fiscal 2024, Orion began to evaluate and report the business using three segments: Orion Lighting Division, Orion Maintenance Division and Orion Electric Vehicle Charging Division. Orion configured its fiscal 2024 budget in order to compare actual performance to plan performance for these segments. Due to the change in composition of reportable segments in the first quarter of fiscal 2024, the corresponding segment information for fiscal year 2023 has been restated for presentation on a comparable basis. Lighting Segment The Lighting Segment develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems. The Lighting Segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers. The Lighting Segment sells mostly through direct sales, but it also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through energy service companies and contractors. Maintenance Segment The Maintenance Segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities. Electric Vehicle Charging Segment The EV Charging Segment offers leading electric vehicle charging expertise, sells and installs sourced electric vehicle charging stations with related software subscriptions and renewals and provides EV turnkey installation solutions with ongoing support to all commercial verticals. Corporate and Other Corporate and Other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Loss Total Assets For the Three Months Ended For the Three Months Ended 2023 2022 2023 2022 September 30, 2023 March 31, 2023 Segments: Lighting Segment $ 13,573 $ 14,115 $ ( 1,962 ) $ ( 2,296 ) $ 27,827 $ 25,009 Maintenance Segment 3,634 3,445 ( 1,760 ) ( 795 ) 8,051 10,372 Electric Vehicle Charging Segment 3,379 — ( 1,029 ) — 16,626 11,501 Corporate and Other — — 583 148 13,326 24,697 $ 20,586 $ 17,560 $ ( 4,168 ) $ ( 2,943 ) $ 65,830 $ 71,579 Revenues Operating Income (Loss) For the Six Months Ended For the Six Months Ended 2023 2022 2023 2022 Segments: Lighting Segment $ 26,194 $ 27,967 $ ( 2,728 ) $ ( 3,300 ) Maintenance Segment 7,388 7,499 ( 3,600 ) ( 1,085 ) Electric Vehicle Charging Segment 4,617 — ( 2,963 ) — Corporate and Other — — ( 1,274 ) ( 2,175 ) $ 38,199 $ 35,466 $ ( 10,565 ) $ ( 6,560 ) |
ACQUISITION
ACQUISITION | 6 Months Ended |
Sep. 30, 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 September 30, 2023 , Orion recorded $ 3.0 million to accrued expenses for its fiscal 2023 earn-out payment and an additional $ 2.1 million to other long-term liabilities for the cumulative potential earn-out opportunity which is anticipated to 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 allocated a 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. The following table summarizes the purchase price allocation for Voltrek: (in thousands) Opening Balance Sheet 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 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 Condensed Consolidated Statements of Operations. The operating results of Voltrek are included in the EV segment. See note 17 – Segments, for results. Transaction costs related to the Voltrek Acquisition are recorded in acquisition costs in the Condensed Consolidated Statements of Operations. Transaction costs totaled $ 3 thousand and $ 0.1 million in the three and six months ended September 30, 2023 , respectively, and $ 0.3 million in each of the three and six months ended September 30, 2022, respectively. If Voltrek had been acquired on April 1, 2022, the pro forma Orion revenue for the three and six months ended September 30, 2022 would have been $ 18.8 million and $ 37.9 million, respectively. Proforma net loss for the three and six months ended September 30, 2022 would have been $( 2.7 ) million and $( 6.0 ) million, respectively. The pro forma information was determined based on the historical results of Orion and unaudited financial results from Voltrek. These proforma results reflect additional depreciation and amortization that 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC on June 12, 2023. |
Allowance for Credit Losses | Allowance for Credit Losses Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions |
Use of Estimates | 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 credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is primarily deposited wit h one financial institu tion. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2023 and September 30, 2022, no suppliers accounted for more than 10.0 % of total cost of revenue. For the three months ended September 30, 2023 , two customers accounted for 18.2 % and 10.7 % of total revenue, respectively. For the six months ended September 30, 2023 , two customers accounted for 19.3 % and 10.8 % of total revenue, respectively. For the three and six months ended September 30, 2022 , one customer accounted for 16.0 % and 14.9 % of total revenue, respectively. As of September 30, 2023 , two customers accounted for 11.1 % and 10.6 % of accounts receivable, respectively. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to U.S. GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. The Company, based on its assessment, determined that any recently issued or proposed ASUs are either not applicable to the Company or will have minimal impact on its consolidated financial statements when adopted. Recently Adopted Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion adopted ASU 2016-13 effective April 1, 2023. The effect of adoption was immaterial. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide detail of Orion’s total revenue for the three and six months ended September 30, 2023 and September 30, 2022 (dollars in thousands): Three Months Ended September 30, 2023 Six Months Ended September 30, 2023 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,928 $ 1,614 $ 13,542 $ 23,713 $ 2,445 $ 26,158 Maintenance services 876 2,757 3,633 1,775 5,612 7,387 Electric vehicle charging 2,752 627 3,379 3,734 883 4,617 Solar energy related revenues 13 — 13 13 — 13 Total revenues from contracts with customers 15,569 4,998 20,567 29,235 8,940 38,175 Revenue accounted for under other guidance 19 — 19 24 — 24 Total revenue $ 15,588 $ 4,998 $ 20,586 $ 29,259 $ 8,940 $ 38,199 Three Months Ended September 30, 2022 Six Months Ended September 30, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 12,059 $ 2,036 $ 14,095 $ 24,463 $ 3,394 $ 27,857 Maintenance services 755 2,691 3,446 1,744 5,756 7,500 Total revenues from contracts with customers 12,814 4,727 17,541 26,207 9,150 35,357 Revenue accounted for under other guidance 19 — 19 109 — 109 Total revenue $ 12,833 $ 4,727 $ 17,560 $ 26,316 $ 9,150 $ 35,466 |
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 September 30, 2023 and March 31, 2023 (dollars in thousands): September 30, March 31, Accounts receivable, net $ 16,117 $ 13,728 Contract assets $ 1,827 $ 1,320 Contract liabilities $ 1,748 $ 480 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts Balances | As of September 30, 2023 and March 31, 2023, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): September 30, March 31, Accounts receivable, gross $ 16,389 $ 13,814 Allowance for credit losses ( 272 ) ( 86 ) Accounts receivable, net $ 16,117 $ 13,728 |
Schedule of Changes in Orion' s allowance for credit losses | Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Beginning of period $ ( 272 ) $ ( 18 ) $ ( 86 ) $ ( 8 ) Credit loss expense — ( 23 ) ( 190 ) ( 33 ) Write-off — — 4 — End of period $ ( 272 ) $ ( 41 ) $ ( 272 ) $ ( 41 ) |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | As of September 30, 2023 and March 31, 2023, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of September 30, 2023 Raw materials and components $ 7,292 $ ( 1,085 ) $ 6,207 Work in process 512 ( 141 ) 371 Finished goods 14,318 ( 736 ) 13,582 Total $ 22,122 $ ( 1,962 ) $ 20,160 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 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | As of September 30, 2023 and March 31, 2023, property and equipment, net, included the following (dollars in thousands): September 30, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,910 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,135 11,234 Vehicles 1,027 720 Construction in Progress 103 37 Gross property and equipment 35,649 35,234 Less: accumulated depreciation ( 25,281 ) ( 24,764 ) Total property and equipment, net $ 10,368 $ 10,470 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Sep. 30, 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 September 30, 2023 March 31, 2023 Assets Operating lease assets Other long-term assets $ 2,159 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 948 $ 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,625 1,826 Total lease liabilities $ 2,573 $ 2,649 |
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 (period remaining) $ 531 Fiscal 2025 1,083 Fiscal 2026 984 Fiscal 2027 177 Thereafter — Total lease payments $ 2,775 Less: Interest ( 202 ) Present value of lease liabilities $ 2,573 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components and Changes in Other Intangible Assets | As of September 30, 2023 and March 31, 2023, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): September 30, 2023 March 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,981 ) $ 540 8.4 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 117 ) 347 3.8 464 ( 73 ) 391 Customer relationships 5,509 ( 4,174 ) 1,335 3.3 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 368 ) 2,232 6.0 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,598 ) $ 4,454 5.3 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 |
Summary of Estimated Amortization Expense | The estimated amortization expense for the remainder of fiscal 2024, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2024 (period remaining) $ 545 Fiscal 2025 1,083 Fiscal 2026 845 Fiscal 2027 587 Fiscal 2028 516 Fiscal 2029 469 Thereafter 409 Total $ 4,454 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other | As of September 30, 2023 and March 31, 2023, accrued expenses and other included the following (dollars in thousands): September 30, March 31, Accrued acquisition earn-out $ 3,250 $ 3,000 Other accruals 2,739 2,598 Compensation and benefits 1,903 1,412 Accrued project costs 1,532 1,218 Credits due to customers 1,142 1,310 Warranty 517 497 Sales tax 335 274 Sales returns reserve 175 71 Legal and professional fees 19 172 Total $ 11,612 $ 10,552 |
Changes in Warranty Accrual | Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Beginning of period $ 654 $ 811 $ 646 $ 860 Accruals 81 29 145 196 Warranty claims (net of vendor reimbursements) ( 60 ) ( 142 ) ( 116 ) ( 358 ) End of period $ 675 $ 698 $ 675 $ 698 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of the Effect of Net Income Per Common Share | Net (loss) income per common share is calculated based upon the following shares: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Numerator: Net loss (in thousands) $ ( 4,388 ) $ ( 2,331 ) $ ( 11,025 ) $ ( 5,166 ) Denominator: Weighted-average common shares outstanding 32,502,566 31,330,030 32,424,623 31,240,475 Weighted-average common shares and common share 32,502,566 31,330,030 32,424,623 31,240,475 Net loss per common share: Basic $ ( 0.14 ) $ ( 0.07 ) $ ( 0.34 ) $ ( 0.17 ) Diluted $ ( 0.14 ) $ ( 0.07 ) $ ( 0.34 ) $ ( 0.17 ) |
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income per Common Share | The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Common stock options — 85,136 — 85,136 Time-Based Restricted shares 933,808 845,645 933,808 845,645 Performance-Based Restricted shares 708,377 178,669 708,377 178,669 Total 1,642,185 1,109,450 1,642,185 1,109,450 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (dollars in thousands): September 30, March 31, Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 12 20 Total long-term debt 10,012 10,020 Less current maturities ( 12 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED SHARES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | During the three and six months ended September 30, 2023 and 2022, the following amounts of stock-based compensation were recorded in Orion’s Condensed Consolidated Statements of Operations (dollars in thousands): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Cost of product revenue $ 2 $ 1 $ 3 $ 2 General and administrative 218 729 400 979 Sales and marketing 4 2 8 4 Research and development 2 1 3 2 Total $ 226 $ 733 $ 414 $ 987 |
Summary of Stock Options Activity | During the three and six months ended September 30, 2023, Orion had the following activity related to its stock-based compensation. Time-Based Performance-Based Stock Options Awards outstanding at March 31, 2023 612,819 130,635 73,136 Awards granted 532,690 577,742 — Awards vested or exercised ( 206,451 ) — — Awards forfeited ( 5,250 ) — ( 73,136 ) Awards outstanding at September 30, 2023 933,808 708,377 — Per share weighted average price on grant date $ 1.56 $ 1.55 — |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Corporate and Other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Loss Total Assets For the Three Months Ended For the Three Months Ended 2023 2022 2023 2022 September 30, 2023 March 31, 2023 Segments: Lighting Segment $ 13,573 $ 14,115 $ ( 1,962 ) $ ( 2,296 ) $ 27,827 $ 25,009 Maintenance Segment 3,634 3,445 ( 1,760 ) ( 795 ) 8,051 10,372 Electric Vehicle Charging Segment 3,379 — ( 1,029 ) — 16,626 11,501 Corporate and Other — — 583 148 13,326 24,697 $ 20,586 $ 17,560 $ ( 4,168 ) $ ( 2,943 ) $ 65,830 $ 71,579 Revenues Operating Income (Loss) For the Six Months Ended For the Six Months Ended 2023 2022 2023 2022 Segments: Lighting Segment $ 26,194 $ 27,967 $ ( 2,728 ) $ ( 3,300 ) Maintenance Segment 7,388 7,499 ( 3,600 ) ( 1,085 ) Electric Vehicle Charging Segment 4,617 — ( 2,963 ) — Corporate and Other — — ( 1,274 ) ( 2,175 ) $ 38,199 $ 35,466 $ ( 10,565 ) $ ( 6,560 ) |
ACQUISITION (Tables)
ACQUISITION (Tables) - Voltrek LLC | 6 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation for Voltrek: (in thousands) Opening Balance Sheet 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 |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 Customer Supplier | Sep. 30, 2022 Supplier Customer | Sep. 30, 2023 Financial_instituion Customer Supplier | Sep. 30, 2022 Customer Supplier | Mar. 31, 2023 Customer | |
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Number of financial institutions | Financial_instituion | 1 | ||||
Number of supplier more than ten percent of cost of revenue | Supplier | 0 | 0 | 0 | 0 | |
Number of customer more than ten percent of revenue | 2 | 1 | 2 | 1 | |
Number Of Customer More Than Ten Percent Of Accounts Receivable | 2 | 2 | 1 | ||
Cost of revenue | Supplier Concentration Risk | Minimum | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | |
Revenue | Customer Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 18.20% | 16% | 19.30% | 14.90% | |
Revenue | Customer Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.70% | 10.80% | |||
Accounts Receivable | Credit Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 11.10% | 10.80% | |||
Accounts Receivable | Credit Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.60% |
REVENUE Disaggregation of Reven
REVENUE Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 20,567 | $ 17,541 | $ 38,175 | $ 35,357 |
Revenue accounted for under other guidance | 19 | 19 | 24 | 109 |
Total revenue | 20,586 | 17,560 | 38,199 | 35,466 |
Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 15,569 | 12,814 | 29,235 | 26,207 |
Revenue accounted for under other guidance | 19 | 19 | 24 | 109 |
Total revenue | 15,588 | 12,833 | 29,259 | 26,316 |
Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 4,998 | 4,727 | 8,940 | 9,150 |
Revenue accounted for under other guidance | 0 | 0 | 0 | 0 |
Total revenue | 4,998 | 4,727 | 8,940 | 9,150 |
Lighting product and installation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 13,542 | 14,095 | 26,158 | 27,857 |
Lighting product and installation | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 11,928 | 12,059 | 23,713 | 24,463 |
Lighting product and installation | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 1,614 | 2,036 | 2,445 | 3,394 |
Maintenance Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 3,633 | 3,446 | 7,387 | 7,500 |
Maintenance Services | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 876 | 755 | 1,775 | 1,744 |
Maintenance Services | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,757 | $ 2,691 | 5,612 | $ 5,756 |
Electric vehicle charging | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 3,379 | 4,617 | ||
Electric vehicle charging | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,752 | 3,734 | ||
Electric vehicle charging | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 627 | 883 | ||
Solar energy related revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 13 | 13 | ||
Solar energy related revenues | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 13 | 13 | ||
Solar energy related revenues | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 0 | $ 0 |
REVENUE (Narrative) (Details)
REVENUE (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Change in contract asset reclassified to accounts receivable | $ 0 | |
Contract liabilities | $ 500 | $ 1,700 |
Amount Outstanding to Fulfilled Contract Promise | 500 | |
Revenue Recognized | $ 300 |
REVENUE - Summary of Contract A
REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 16,117 | $ 13,728 |
Contract assets | 1,827 | 1,320 |
Contract liabilities | $ 1,748 | $ 480 |
ACCOUNTS RECEIVABLE, NET (Accou
ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 16,389 | $ 13,814 |
Allowance for credit losses | (272) | (86) |
Accounts receivable, net | $ 16,117 | $ 13,728 |
ACCOUNTS RECEIVABLE, NET - Summ
ACCOUNTS RECEIVABLE, NET - Summary of Orion' s allowance for credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Receivables [Abstract] | ||||
Beginning of period | $ (272) | $ (18) | $ (86) | $ (8) |
Credit loss expense | 0 | (23) | (190) | (33) |
Write-off | 0 | 0 | 4 | 0 |
End of period | $ (272) | $ (41) | $ (272) | $ (41) |
INVENTORIES, NET - Schedule of
INVENTORIES, NET - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Cost | ||
Raw materials and components | $ 7,292 | $ 9,988 |
Work in process | 512 | 693 |
Finished goods | 14,318 | 9,313 |
Total | 22,122 | 19,994 |
Excess and Obsolescence Reserve | ||
Raw materials and components | (1,085) | (1,094) |
Work in process | (141) | (135) |
Finished goods | (736) | (560) |
Total | (1,962) | (1,789) |
Net | ||
Raw materials and components | 6,207 | 8,894 |
Work in process | 371 | 558 |
Finished goods | 13,582 | 8,753 |
Total | $ 20,160 | $ 18,205 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other prepaid expenses | $ 1.8 | $ 0 |
PROPERTY AND EQUIPMENT, NET (Su
PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Property and equipment | ||
Gross property and equipment | $ 35,649 | $ 35,234 |
Less: accumulated depreciation | (25,281) | (24,764) |
Total property and equipment, net | 10,368 | 10,470 |
Land and land improvements | ||
Property and equipment | ||
Gross property and equipment | 433 | 433 |
Buildings and building improvements | ||
Property and equipment | ||
Gross property and equipment | 9,504 | 9,491 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,910 | 7,782 |
Leasehold Improvements | ||
Property and equipment | ||
Gross property and equipment | 540 | 540 |
Equipment leased to customers | ||
Property and equipment | ||
Gross property and equipment | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Gross property and equipment | 11,135 | 11,234 |
Vehicles | ||
Property and equipment | ||
Gross property and equipment | 1,027 | 720 |
Construction in Progress | ||
Property and equipment | ||
Gross property and equipment | $ 103 | $ 37 |
LEASES (Summary of Assets Lease
LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Operating lease assets | $ 2,159 | $ 2,174 |
Operating Lease, Right Of Use Asset Statement Of Financial Position [Extensible List] | Other long-term assets | Other long-term assets |
Operating lease liabilities current | $ 948 | $ 823 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other | Accrued expenses and other |
Operating lease liabilities non-current | $ 1,625 | $ 1,826 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,573 | $ 2,649 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 0.7 | $ 0.3 | $ 1.1 | $ 0.6 |
LEASES (Summary of Estimated Ma
LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Fiscal 2024 (period remaining) | $ 531 | |
Fiscal 2025 | 1,083 | |
Fiscal 2026 | 984 | |
Fiscal 2027 | 177 | |
Thereafter | 0 | |
Total lease payments | 2,775 | |
Less: Interest | (202) | |
Present value of lease liabilities | $ 2,573 | $ 2,649 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 1,484 | $ 1,484 | $ 1,484 | |||
Amortization expense | 200 | $ 100 | 540 | $ 104 | ||
Voltrek LLC | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 900 | $ 900 | ||||
Orion Services Group | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 600 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,052 | $ 12,052 |
Accumulated Amortization | (7,598) | (7,058) |
Intangible Assets, Net | $ 4,454 | 4,994 |
Weighted Average Useful Life | 5 years 3 months 18 days | |
Indefinite-lived Intangible Assets | $ 1,010 | 1,010 |
Trade name and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | 1,010 | 1,010 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,521 | 2,521 |
Accumulated Amortization | (1,981) | (1,930) |
Intangible Assets, Net | $ 540 | 591 |
Weighted Average Useful Life | 8 years 4 months 24 days | |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 58 | 58 |
Accumulated Amortization | (58) | (58) |
Intangible Assets, Net | $ 0 | 0 |
Weighted Average Useful Life | ||
Trade name and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 464 | 464 |
Accumulated Amortization | (117) | (73) |
Intangible Assets, Net | $ 347 | 391 |
Weighted Average Useful Life | 3 years 9 months 18 days | |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,509 | 5,509 |
Accumulated Amortization | (4,174) | (3,914) |
Intangible Assets, Net | $ 1,335 | 1,595 |
Weighted Average Useful Life | 3 years 3 months 18 days | |
Vendor Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,600 | 2,600 |
Accumulated Amortization | (368) | (183) |
Intangible Assets, Net | $ 2,232 | 2,417 |
Weighted Average Useful Life | 6 years | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 900 | 900 |
Accumulated Amortization | (900) | (900) |
Intangible Assets, Net | $ 0 | $ 0 |
Weighted Average Useful Life |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ||
Fiscal 2024 (period remaining) | $ 545 | |
Fiscal 2025 | 1,083 | |
Fiscal 2026 | 845 | |
Fiscal 2027 | 587 | |
Fiscal 2028 | 516 | |
Fiscal 2029 | 469 | |
Thereafter | 409 | |
Intangible Assets, Net | $ 4,454 | $ 4,994 |
ACCRUED EXPENSES AND OTHER (Acc
ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued acquisition earn-out | $ 3,250 | $ 3,000 |
Other accruals | 2,739 | 2,598 |
Compensation and benefits | 1,903 | 1,412 |
Accrued project costs | 1,532 | 1,218 |
Credits due to customers | 1,142 | 1,310 |
Warranty | 517 | 497 |
Sales tax | 335 | 274 |
Sales returns reserve | 175 | 71 |
Legal and professional fees | 19 | 172 |
Total | $ 11,612 | $ 10,552 |
ACCRUED EXPENSES AND OTHER (Nar
ACCRUED EXPENSES AND OTHER (Narrative) (Details) | 6 Months Ended |
Sep. 30, 2023 | |
Minimum | |
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 | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Movement in Standard Product Warranty Accrual | ||||
Beginning of period | $ 654 | $ 811 | $ 646 | $ 860 |
Accruals | 81 | 29 | 145 | 196 |
Warranty claims (net of vendor reimbursements) | (60) | (142) | (116) | (358) |
End of period | $ 675 | $ 698 | $ 675 | $ 698 |
NET LOSS PER COMMON SHARE (Earn
NET LOSS PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||
Net Income (Loss) | $ (4,388) | $ (6,637) | $ (2,331) | $ (2,835) | $ (11,025) | $ (5,166) |
Denominator: | ||||||
Weighted-average common shares outstanding | 32,502,566 | 31,330,030 | 32,424,623 | 31,240,475 | ||
Weighted-average common shares and common share equivalents outstanding | 32,502,566 | 31,330,030 | 32,424,623 | 31,240,475 | ||
Net (loss) income per common share: | ||||||
Basic | $ (0.14) | $ (0.07) | $ (0.34) | $ (0.17) | ||
Net (loss) income per common share: | ||||||
Diluted | $ (0.14) | $ (0.07) | $ (0.34) | $ (0.17) |
NET LOSS PER COMMON SHARE (Pote
NET LOSS PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income Per Common Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Number of potentially dilutive securities | ||||
Potentially dilutive securities outstanding | 1,642,185 | 1,109,450 | 1,642,185 | 1,109,450 |
Common stock options | ||||
Number of potentially dilutive securities | ||||
Potentially dilutive securities outstanding | 0 | 85,136 | 0 | 85,136 |
Time-Based Restricted shares | ||||
Number of potentially dilutive securities | ||||
Potentially dilutive securities outstanding | 933,808 | 845,645 | 933,808 | 845,645 |
Performance-Based Restricted shares | ||||
Number of potentially dilutive securities | ||||
Potentially dilutive securities outstanding | 708,377 | 178,669 | 708,377 | 178,669 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Mar. 31, 2023 | |
Long-term debt | ||
Total long-term debt | $ 10,012 | $ 10,020 |
Less current maturities | (12) | (17) |
Long-term debt, less current maturities | 10,000 | 10,003 |
Revolving credit facility | ||
Long-term debt | ||
Revolving credit facility | 10,000 | 10,000 |
Equipment debt obligations | ||
Long-term debt | ||
Total long-term debt | $ 12 | $ 20 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2023 | Dec. 29, 2020 | Feb. 28, 2019 | |
Credit Agreement | Bank of America N A | Revolving credit facility | |||
Line Of Credit Facility [Line Items] | |||
Credit facility, amount | $ 18,900 | ||
Credit Agreement | Bank of America N A | Line of Credit | Revolving credit facility | |||
Line Of Credit Facility [Line Items] | |||
Credit facility, amount | $ 25,000 | $ 25,000 | |
Credit agreement period | 5 years | ||
Credit agreement, maturity date | Dec. 29, 2025 | ||
Credit facility, available amount | $ 8,900 | ||
Credit agreement, amounts borrowed | $ 10,000 | ||
Prior Credit Agreement | Western Alliance Bank | Line of Credit | Revolving credit facility | |||
Line Of Credit Facility [Line Items] | |||
Credit facility, amount | $ 20,150 | ||
Debt Instrument 1 | Equipment debt obligations | |||
Line Of Credit Facility [Line Items] | |||
Principal amount of debt | $ 44 | ||
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 | ||
Stated interest rate, percentage | 8.77% | ||
Debt maturity month and year | 2024-01 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit)/expense | $ 15 | $ (643) | $ 57 | $ (1,458) |
Unrecognized tax benefits | $ 200 | $ 200 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Equity Class Of Treasury Stock [Line Items] | |||||
Shares issued under ESPP plan | 762 | 648 | |||
Closing market price | $ 1.26 | $ 1.56 | |||
At Market Issuance Sales Agreement | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Sale of share | 0 | ||||
Maximum | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Proceeds from issuance of debt or sale of equity securities | $ 100 | ||||
Maximum | At Market Issuance Sales Agreement | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Proceeds from sale of common stock | $ 50 |
STOCK OPTIONS AND RESTRICTED _3
STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Sep. 30, 2023 | Aug. 10, 2023 | Aug. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred stock-based compensation related to grants of restricted shares, period of recognition | 2 years 7 months 6 days | ||
Deferred stock-based compensation exepense | $ 1.8 | ||
2016 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reserved shares for issuance to eligible participants (in shares) | 6,000,000 | 3,500,000 | |
Increase in number of common stock shares available for issuance | 2,500,000 |
STOCK OPTIONS AND RESTRICTED _4
STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | ||||
Total | $ 226 | $ 733 | $ 414 | $ 987 |
Cost of product revenue | ||||
Stock-based compensation | ||||
Total | 2 | 1 | 3 | 2 |
General and administrative | ||||
Stock-based compensation | ||||
Total | 218 | 729 | 400 | 979 |
Sales and marketing | ||||
Stock-based compensation | ||||
Total | 4 | 2 | 8 | 4 |
Research and development | ||||
Stock-based compensation | ||||
Total | $ 2 | $ 1 | $ 3 | $ 2 |
STOCK OPTIONS AND RESTRICTED _5
STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details) | 6 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Stock Options | |
Non-vested, beginning balance (shares) | 73,136 |
Awards granted (shares) | 0 |
Awards vested or exercised (shares) | 0 |
Awards forfeited (shares) | (73,136) |
Non-vested, ending balance (shares) | 0 |
Per share weighted average price on grant date (USD per share) | $ / shares | $ 0 |
Time-Based Restricted Shares [Member] | |
Restricted Shares | |
Beginning balance (shares) | 612,819 |
Awards granted (shares) | 532,690 |
Awards vested or exercised (shares) | 206,451 |
Awards forfeited (shares) | (5,250) |
Ending balance (shares) | 933,808 |
Per share weighted average price on grant date (USD per share) | $ / shares | $ 1.56 |
Restricted shares | |
Restricted Shares | |
Beginning balance (shares) | 130,635 |
Awards granted (shares) | 577,742 |
Awards vested or exercised (shares) | 0 |
Awards forfeited (shares) | 0 |
Ending balance (shares) | 708,377 |
Per share weighted average price on grant date (USD per share) | $ / shares | $ 1.55 |
SEGMENTS (Reconciliation of Seg
SEGMENTS (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Corporate and Other | |||||
Revenues | $ 20,586 | $ 17,560 | $ 38,199 | $ 35,466 | |
Operating Loss | (4,168) | (2,943) | (10,565) | (6,560) | |
Total assets | 65,830 | 65,830 | $ 71,579 | ||
Lighting Segment | |||||
Corporate and Other | |||||
Total assets | 27,827 | 27,827 | 25,009 | ||
Maintenance Services | |||||
Corporate and Other | |||||
Total assets | 8,051 | 8,051 | 10,372 | ||
Electric Vehicle Charging Systems | |||||
Corporate and Other | |||||
Total assets | 16,626 | 16,626 | 11,501 | ||
Corporate and Other | |||||
Corporate and Other | |||||
Total assets | 13,326 | 13,326 | $ 24,697 | ||
Operating Segments | Lighting Segment | |||||
Corporate and Other | |||||
Revenues | 13,573 | 14,115 | 26,194 | 27,967 | |
Operating Loss | (1,962) | (2,296) | (2,728) | (3,300) | |
Operating Segments | Maintenance Services | |||||
Corporate and Other | |||||
Revenues | 3,634 | 3,445 | 7,388 | 7,499 | |
Operating Loss | (1,760) | (795) | (3,600) | (1,085) | |
Operating Segments | Electric Vehicle Charging Systems | |||||
Corporate and Other | |||||
Revenues | 3,379 | 0 | 4,617 | 0 | |
Operating Loss | (1,029) | 0 | (2,963) | 0 | |
Operating Segments | Corporate and Other | |||||
Corporate and Other | |||||
Revenues | 0 | 0 | 0 | 0 | |
Operating Loss | $ 583 | $ 148 | $ (1,274) | $ (2,175) |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2025 | Jun. 30, 2024 | Oct. 05, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||||||||
Value of Common Stock | $ 0 | $ 0 | $ 0 | |||||
Earnest Money Deposits | $ 900,000 | |||||||
Accrued expenses | 3,000,000 | 3,000,000 | ||||||
Other long-term liabilities | 2,100,000 | 2,100,000 | ||||||
Business acquisition cost of acquired entity transaction costs | $ 3,000 | $ 300,000 | 100,000 | $ 300,000 | ||||
Voltrek LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash purchase price | 5,000,000 | |||||||
Purchase price | $ 6,900,000 | |||||||
Payments For Previous Acquisition in Share | $ 620,067 | |||||||
Value of Common Stock | $ 1,000,000 | |||||||
Recorded In Opening Balance Sheet | $ 800,000 | |||||||
Business combination additional earnout related purchase price | $ 3,000,000 | |||||||
Business acquisition, pro forma revenue | 18,800,000 | 37,900,000 | ||||||
Business acquisition, pro forma operating income loss | $ (2,700,000) | $ (6,000,000) | ||||||
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 | Sep. 30, 2023 | Mar. 31, 2023 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,484 | $ 1,484 |
Preliminary Opening Balance Sheet [Member] | ||
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) - Voltrek LLC $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Trade name | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 300 |
Estimated Useful Life (Years) | 5 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 1,400 |
Estimated Useful Life (Years) | 3 years |
Vendor Relationship | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 2,600 |
Estimated Useful Life (Years) | 7 years |