Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | Orion Energy Systems, Inc. | |
Entity Central Index Key | 0001409375 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2024 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 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 | |
Entity Common Stock, Shares Outstanding | 32,743,409 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Assets | ||
Cash and cash equivalents | $ 5,692 | $ 5,155 |
Accounts receivable, net | 12,475 | 14,022 |
Revenue earned but not billed | 4,841 | 4,539 |
Inventories | 15,860 | 18,246 |
Prepaid expenses and other current assets | 3,272 | 2,860 |
Total current assets | 42,140 | 44,822 |
Property and equipment, net | 9,275 | 9,593 |
Goodwill | 1,484 | 1,484 |
Other intangible assets, net | 4,214 | 4,462 |
Other long-term assets | 2,642 | 2,808 |
Total assets | 59,755 | 63,169 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 14,421 | 18,350 |
Accrued expenses and other | 9,835 | 9,440 |
Deferred revenue, current | 245 | 260 |
Current maturities of long-term debt | 264 | 3 |
Total current liabilities | 24,765 | 28,053 |
Revolving credit facility | 10,000 | 10,000 |
Long-term debt, less current maturities | 3,261 | 0 |
Deferred revenue, long-term | 394 | 413 |
Other long-term liabilities | 2,256 | 2,161 |
Total liabilities | 40,676 | 40,627 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at June 30, 2024 and March 31, 2024; no shares issued and outstanding at June 30, 2024 and March 31, 2024 | 0 | 0 |
Common stock, no par value: Shares authorized: 200,000,000 at June 30, 2024 and March 31, 2024; shares issued: 42,214,171 at June 30, 2024 and 42,038,967 at March 31, 2024; shares outstanding: 32,743,409 at June 30, 2024 and 32,567,746 at March 31, 2024 | 0 | 0 |
Additional paid-in capital | 162,163 | 161,869 |
Treasury stock, common shares: 9,470,762 at June 30, 2024 and 9,471,221 at March 31, 2024 | (36,234) | (36,235) |
Retained deficit | (106,850) | (103,092) |
Total shareholders’ equity | 19,079 | 22,542 |
Total liabilities and shareholders’ equity | $ 59,755 | $ 63,169 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 31, 2024 |
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) | 42,214,171 | 42,038,967 |
Common stock, shares outstanding (in shares) | 32,743,409 | 32,567,746 |
Treasury stock (in shares) | 9,470,762 | 9,471,221 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | $ 19,906 | $ 17,613 |
Cost of revenue | 15,607 | 14,442 |
Gross profit | 4,299 | 3,171 |
Operating expenses: | ||
General and administrative | 4,530 | 5,739 |
Acquisition related costs | 53 | |
Sales and marketing | 2,937 | 3,296 |
Research and development | 264 | 480 |
Total operating expenses | 7,731 | 9,568 |
Loss from operations | (3,432) | (6,397) |
Other income (expense): | ||
Interest expense | (262) | (176) |
Amortization of debt issue costs | (58) | (24) |
Royalty income | 15 | |
Total other expense | (305) | (198) |
Loss before income tax | (3,737) | (6,595) |
Income tax expense | 21 | 42 |
Net loss | $ (3,758) | $ (6,637) |
Basic net loss per share attributable to common shareholders | $ (0.12) | $ (0.21) |
Weighted-average common shares outstanding | 32,610,604 | 32,345,823 |
Diluted net loss per share | $ (0.12) | $ (0.21) |
Weighted-average common shares and share equivalents outstanding | 32,610,604 | 32,345,823 |
Product revenue | ||
Revenues | $ 12,767 | $ 13,671 |
Cost of revenue | 8,541 | 10,059 |
Service revenue | ||
Revenues | 7,139 | 3,942 |
Cost of revenue | $ 7,066 | $ 4,383 |
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, 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) | 700 | 699 | |||
Stock-based compensation | $ 188 | 188 | |||
Stock-based compensation (shares) | 206,451 | ||||
Net 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, 2024 | 22,542 | 161,869 | (36,235) | (103,092) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2024 | 32,567,746 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 459 | 459 | |||
Stock-based compensation | $ 294 | 294 | |||
Stock-based compensation (shares) | 175,204 | ||||
Net loss | (3,758) | (3,758) | |||
Shareholders' equity, end of period at Jun. 30, 2024 | $ 19,079 | $ 162,163 | $ (36,234) | $ (106,850) | |
Shareholders' equity, at end of period (Shares) at Jun. 30, 2024 | 32,743,409 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (3,758) | $ (6,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 348 | 346 |
Amortization of intangible assets | 248 | 266 |
Stock-based compensation | 294 | 188 |
Amortization of debt issue costs | 58 | 24 |
Loss (gain) on sale of property and equipment | (6) | 28 |
Provision for inventory reserves | 33 | 161 |
Provision for credit losses | 40 | 190 |
Other | (196) | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,507 | (1,075) |
Revenue earned but not billed | (301) | 89 |
Inventories | 2,156 | 355 |
Prepaid expenses and other assets | (304) | (257) |
Accounts payable | (3,929) | (1,906) |
Accrued expenses and other | 490 | 666 |
Deferred revenue, current and long-term | (34) | 234 |
Net cash used in operating activities | (2,962) | (7,327) |
Investing activities | ||
Purchases of property and equipment | (24) | (508) |
Proceeds from sale of property, plant and equipment | 95 | |
Net cash used in investing activities | (24) | (413) |
Financing activities | ||
Payment of long-term debt | (3) | (4) |
Proceeds from long-term debt | 3,525 | |
Proceeds from employee equity exercises | 1 | 1 |
Net cash (used in) provided by financing activities | 3,523 | (3) |
Net increase (decrease) in cash and cash equivalents | 537 | (7,743) |
Cash and cash equivalents at beginning of period | 5,155 | 15,992 |
Cash and cash equivalents at end of period | 5,692 | 8,249 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 0 | $ 363 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,758) | $ (6,637) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Jun. 30, 2024 | |
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 and Germany. 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 | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. 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, 2025 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2024 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, 2024 filed with the SEC on June 12, 2024. 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, net realizable value of inventory, 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 with one financial institution. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three months ended June 30, 2024 , one supplier accounted for 14.0 % of total cost of revenue, while no suppliers accounted for more than 10 % of total cost of revenue for three months ended June 30, 2023. For the three months ended June 30, 2024 , one customer accounted for 21.1 % of total revenue. For the three months ended June 30, 2023 , two customers accounted for 20.6 % and 11.0 % of total revenue, respectively. As of June 30, 2024 , one customer accounted for 15.7 % and two customers accounted for 10.1 % of accounts receivable. As of March 31, 2024 , two customers accounted for 17.3 % and 11.7 % of accounts receivable. Recent Accounting Pronouncements Recently Adopted Standards In June 2016, the Financial Accounting Standards Board ("FASB:) issued accounting standards updates ("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. Issued: Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM") and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity's income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. |
REVENUE
REVENUE | 3 Months Ended |
Jun. 30, 2024 | |
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) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration Orion expects to receive in exchange for those goods or services. The sale of charging stations and related software subscriptions, renewals and extended warranty 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, renewals and extended warranty, 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 maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations. The following tables provide detail of Orion’s total revenue for the three months ended June 30, 2024 and June 30, 2023 (dollars in thousands): Three Months Ended June 30, 2024 Product Services Total Revenue from contracts with customers: Lighting product and installation $ 10,045 $ 2,674 $ 12,719 Maintenance services 1,000 2,323 3,323 Electric vehicle charging 1,688 2,142 3,830 Solar energy related revenues 15 — 15 Total revenues from contracts with customers 12,748 7,139 19,887 Revenue accounted for under other guidance 19 — 19 Total revenue $ 12,767 $ 7,139 $ 19,906 Three Months Ended June 30, 2023 Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,785 $ 831 $ 12,616 Maintenance services 899 2,855 3,754 Electric vehicle charging 982 256 1,238 Total revenues from contracts with customers 13,666 3,942 17,608 Revenue accounted for under other guidance 5 — 5 Total revenue $ 13,671 $ 3,942 $ 17,613 From time to time, Orion sells the receivables from one customer to a financing institution. The was no such activity during the three months ended June 30, 2024 or 2023. The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of June 30, 2024 and March 31, 2024 (dollars in thousands): June 30, March 31, Accounts receivable, net $ 12,475 $ 14,022 Revenue earned but not billed $ 4,841 $ 4,539 Deferred revenue (1) $ 124 $ 124 (1) Includes the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by ASC 606. There were no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. Deferred revenue, current as of June 30, 2024 and March 31, 2024, includes $ 0.1 for both periods, of contract liabilities which represent consideration received from a new customer contract on which installation has not yet begun and Orion has not fulfilled the promises included. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 3 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 — ACCOUNTS RECEIVABLE As of June 30, 2024 and March 31, 2024, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): June 30, March 31, Accounts receivable, gross $ 12,582 $ 14,094 Allowance for credit losses ( 107 ) ( 72 ) Accounts receivable, net $ 12,475 $ 14,022 Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): For the Three Months Ended 2024 2023 Beginning of period $ ( 72 ) $ ( 86 ) Credit loss expense ( 40 ) ( 190 ) Write-off 5 4 End of period $ ( 107 ) $ ( 272 ) |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 — INVENTORIES As of June 30, 2024 and March 31, 2024, Orion's inventory balances were as follows (dollars in thousands): Inventories As of June 30, 2024 Raw materials and components $ 6,357 Work in process 321 Finished goods 9,182 Total $ 15,860 As of March 31, 2024 Raw materials and components $ 7,219 Work in process 267 Finished goods 10,760 Total $ 18,246 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Jun. 30, 2024 | |
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 and other current assets consist primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and sales tax receivable. Prepaid expenses totaled $ 1.5 million and $ 1.3 million as of June 30, 2024 and March 31, 2024, respectively. Other current assets as of June 30, 2024 and March 31, 2024 consists primarily of $ 1.7 million and $ 1.6 million, respectively, of prepaid software and services. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT As of June 30, 2024 and March 31, 2024, property and equipment, net, included the following (dollars in thousands): June 30, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,530 9,504 Furniture, fixtures and office equipment 7,941 7,941 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,060 11,142 Vehicles 959 959 Gross property and equipment 35,460 35,516 Less: accumulated depreciation ( 26,185 ) ( 25,923 ) Total property and equipment, net $ 9,275 $ 9,593 |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2024 | |
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 Accounting Standards Codification ("ASC") 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification June 30, 2024 March 31, 2024 Assets Operating lease assets Other long-term assets $ 1,591 $ 1,770 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 1,010 $ 990 Non-current liabilities Operating lease liabilities Other long-term liabilities 881 1,121 Total lease liabilities $ 1,891 $ 2,111 Orion had operating lease costs of $ 0.4 million for the three months ended June 30, 2024 and 2023, respectively. The estimated maturity of lease liabilities for each of the remaining years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2025 (period remaining) $ 815 Fiscal 2026 983 Fiscal 2027 177 Thereafter — Total lease payments $ 1,975 Less: Interest ( 84 ) Present value of lease liabilities $ 1,891 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS Orion has $ 0.9 million of goodwill related to its purchase of Voltrek LLC ("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. As of June 30, 2024 and March 31, 2024, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): June 30, 2024 March 31, 2024 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,053 ) $ 468 8.1 $ 2,521 $ ( 2,029 ) $ 492 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 300 ( 104 ) 196 3.3 300 ( 90 ) 210 Customer relationships 5,000 ( 4,413 ) 587 1.3 5,000 ( 4,296 ) 704 Vendor relationships 2,600 ( 647 ) 1,953 5.3 2,600 ( 554 ) 2,046 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,379 $ ( 8,175 ) $ 3,204 4.8 $ 11,379 $ ( 7,927 ) $ 3,452 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 $ 0.3 million for the three months ended June 30, 2024 and 2023, 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 2025 (period remaining) $ 741 Fiscal 2026 751 Fiscal 2027 501 Fiscal 2028 455 Fiscal 2029 407 Thereafter 349 Total $ 3,204 |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 3 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER | NOTE 10 — ACCRUED EXPENSES AND OTHER As of June 30, 2024 and March 31, 2024, accrued expenses and other included the following (dollars in thousands): June 30, March 31, Accrued acquisition earn-out $ 875 $ 875 Other accruals 1,963 1,854 Compensation and benefits 2,629 2,255 Credits due to customers 1,401 1,167 Accrued project costs 2,236 2,366 Warranty 545 552 Sales returns reserve 88 106 Sales tax 68 219 Legal and professional fees 30 46 Total $ 9,835 $ 9,440 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 2024 2023 Beginning of period $ 725 $ 646 Accruals 108 64 Warranty claims (net of vendor reimbursements) ( 105 ) ( 56 ) End of period $ 728 $ 654 Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider (the “Voltrek Acquisition”). The Voltrek Acquisition agreement includes, 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 June 30, 2024 , Orion recorded $ 0.9 million to accrued expenses for the fiscal 2025 earn-out opportunity, which is recorded in accrued expenses and other. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended |
Jun. 30, 2024 | |
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 loss 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 restricted shares were vested. In the computation of diluted net loss per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three months ended June 30, 2024 and 2023 , 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 per common share is calculated based upon the following shares: For the Three Months Ended 2024 2023 Numerator: Net loss (in thousands) $ ( 3,758 ) $ ( 6,637 ) Denominator: Weighted-average common shares outstanding 32,610,604 32,345,823 Weighted-average common shares and common share 32,610,604 32,345,823 Net loss per common share: Basic $ ( 0.12 ) $ ( 0.21 ) Diluted $ ( 0.12 ) $ ( 0.21 ) The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net loss 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 2024 2023 Restricted shares 1,524,222 582,506 Total 1,524,222 582,506 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12 — LONG-TERM DEBT Long-term debt consisted of the following (dollars in thousands): June 30, March 31, Revolving credit facility $ 10,000 $ 10,000 Term Loan 3,525 — Equipment debt obligations — 3 Total long-term debt 13,525 10,003 Less current maturities ( 264 ) ( 3 ) Long-term debt, less current maturities $ 13,261 $ 10,000 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 provides for a five-year $ 25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025 . Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of June 30, 2024 , the borrowing base of the Credit Facility supports $ 18.3 million of availability, with $8 .3 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. Effective April 22, 2024, the Company, with Bank of America, N.A. as lender, executed Amendment No. 2 to its Credit Agreement (“Amendment No. 2”). The primary purpose of Amendment No. 2 was to add a $ 3.525 million mortgage loan facility to the Credit Agreement secured by the Company’s office headquarters property in Manitowoc, Wisconsin. Amendment No. 2 also broadened the definition of receivables to encompass government receivables as being eligible to be included in the Company’s borrowing base calculation for the purpose of establishing the Company’s monthly borrowing availability under the Credit Agreement. Quarterly installments of $ 88,125 will be due on the first day of each fiscal quarter beginning October 1, 2024. Remaining principal payments on long-term debt are $ 0.2 million and $ 13.3 million in fiscal 2025 and fiscal 2026, respectively. As of June 30, 2024 , Orion was in compliance with all debt covenants. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and 2023 , Orion recorded income tax expense of $ 21 thousand and $ 42 thousand, respectively, using this methodology. As of June 30, 2024 and March 31, 2024, 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 June 30, 2024, 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 | 3 Months Ended |
Jun. 30, 2024 | |
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 | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 , Orion issued 459 shares under the ESPP plan at a closing market price of $ 1.11 . In the three months ended June 30, 2023 , Orion issued 700 shares under the ESPP plan at a closing market price of $ 1.63 . 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 June 30, 2024 . |
RESTRICTED SHARES
RESTRICTED SHARES | 3 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED SHARES | NOTE 16 — RESTRICTED SHARES At Orion’s 2023 annual meeting of shareholders, 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); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards. The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units. Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The following amounts of stock-based compensation were recorded (dollars in thousands): For the Three Months Ended 2024 2023 Cost of product revenue $ 2 $ 1 General and administrative 282 182 Sales and marketing 8 4 Research and development 2 1 Total $ 294 $ 188 The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Time-Based Performance-Based Shares Weighted Shares Weighted Balance at March 31, 2024 1,014,104 $ 1.87 708,377 $ 1.66 Shares issued 685,322 $ 1.09 821,559 $ 1.09 Shares vested ( 175,204 ) $ 2.99 — — Shares outstanding at June 30, 2024 1,524,222 $ 1.39 1,529,936 $ 1.35 Per share price on grant date $ 1.09 $ 1.09 As of June 30, 2024 , the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.6 years, was approximately $ 1.7 million. |
SEGMENTS
SEGMENTS | 3 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENTS | NOTE 17 — SEGMENT DATA 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. Orion evaluates and reports on the business using three segments: Lighting Segment, Maintenance Segment and Electric Vehicle Charging Segment (“EV Segment”). 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 mostly through direct sales and 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 Electric Vehicle Charging Segment offers leading electric vehicle charging expertise, sells and installs sourced electric vehicle charging stations with related software subscriptions and renewals and provides EV turnkey installation solutions with ongoing support to all commercial verticals. Corporate and Other Corporate and Other is comprised of operating expenses not 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 2024 2023 2024 2023 June 30, 2024 March 31, 2024 Segments: Lighting Segment $ 12,751 $ 12,621 $ ( 1,206 ) $ ( 766 ) $ 23,785 $ 25,911 Maintenance Segment 3,324 3,754 ( 976 ) ( 1,840 ) 5,856 8,827 Electric Vehicle Charging Segment 3,831 1,238 ( 231 ) ( 1,934 ) 14,812 15,291 Corporate and Other — — ( 1,019 ) ( 1,857 ) 15,302 13,140 $ 19,906 $ 17,613 $ ( 3,432 ) $ ( 6,397 ) $ 59,755 $ 63,169 |
RESTRUCTURING EXPENSE
RESTRUCTURING EXPENSE | 3 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
RESTRUCTURING EXPENSE | NOTE 18 — RESTRUCTURING EXPENSE As part of Orion's response to declining financial results, Orion entered into separation agreements with multiple employees during the fourth quarter of fiscal 2024. In addition, an inventory write-off was recognized in the first quarter of fiscal 2025 for inventory related to a customer Orion no longer does business with. Orion's restructuring expense for the three months ended June 30, 2024 and 2023 is reflected within its consolidated statement of operations as follows (dollars in thousands): For the Three Months Ended 2024 2023 Cost of service revenue $ 197 $ — General and administrative 196 — $ 393 $ — Total restructuring expense by segment was recorded as follows (dollars in thousands): For the Three Months Ended 2024 2023 Segments: Maintenance $ 389 $ — Corporate and Other 4 — $ 393 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
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, 2025 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2024 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, 2024 filed with the SEC on June 12, 2024. |
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, net realizable value of inventory, 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 with one financial institution. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three months ended June 30, 2024 , one supplier accounted for 14.0 % of total cost of revenue, while no suppliers accounted for more than 10 % of total cost of revenue for three months ended June 30, 2023. For the three months ended June 30, 2024 , one customer accounted for 21.1 % of total revenue. For the three months ended June 30, 2023 , two customers accounted for 20.6 % and 11.0 % of total revenue, respectively. As of June 30, 2024 , one customer accounted for 15.7 % and two customers accounted for 10.1 % of accounts receivable. As of March 31, 2024 , two customers accounted for 17.3 % and 11.7 % of accounts receivable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards In June 2016, the Financial Accounting Standards Board ("FASB:) issued accounting standards updates ("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. Issued: Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM") and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity's income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide detail of Orion’s total revenue for the three months ended June 30, 2024 and June 30, 2023 (dollars in thousands): Three Months Ended June 30, 2024 Product Services Total Revenue from contracts with customers: Lighting product and installation $ 10,045 $ 2,674 $ 12,719 Maintenance services 1,000 2,323 3,323 Electric vehicle charging 1,688 2,142 3,830 Solar energy related revenues 15 — 15 Total revenues from contracts with customers 12,748 7,139 19,887 Revenue accounted for under other guidance 19 — 19 Total revenue $ 12,767 $ 7,139 $ 19,906 Three Months Ended June 30, 2023 Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,785 $ 831 $ 12,616 Maintenance services 899 2,855 3,754 Electric vehicle charging 982 256 1,238 Total revenues from contracts with customers 13,666 3,942 17,608 Revenue accounted for under other guidance 5 — 5 Total revenue $ 13,671 $ 3,942 $ 17,613 |
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 June 30, 2024 and March 31, 2024 (dollars in thousands): June 30, March 31, Accounts receivable, net $ 12,475 $ 14,022 Revenue earned but not billed $ 4,841 $ 4,539 Deferred revenue (1) $ 124 $ 124 (1) Includes the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by ASC 606. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts Balances | As of June 30, 2024 and March 31, 2024, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): June 30, March 31, Accounts receivable, gross $ 12,582 $ 14,094 Allowance for credit losses ( 107 ) ( 72 ) Accounts receivable, net $ 12,475 $ 14,022 |
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 2024 2023 Beginning of period $ ( 72 ) $ ( 86 ) Credit loss expense ( 40 ) ( 190 ) Write-off 5 4 End of period $ ( 107 ) $ ( 272 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of June 30, 2024 and March 31, 2024, Orion's inventory balances were as follows (dollars in thousands): Inventories As of June 30, 2024 Raw materials and components $ 6,357 Work in process 321 Finished goods 9,182 Total $ 15,860 As of March 31, 2024 Raw materials and components $ 7,219 Work in process 267 Finished goods 10,760 Total $ 18,246 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | As of June 30, 2024 and March 31, 2024, property and equipment, net, included the following (dollars in thousands): June 30, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,530 9,504 Furniture, fixtures and office equipment 7,941 7,941 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,060 11,142 Vehicles 959 959 Gross property and equipment 35,460 35,516 Less: accumulated depreciation ( 26,185 ) ( 25,923 ) Total property and equipment, net $ 9,275 $ 9,593 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 March 31, 2024 Assets Operating lease assets Other long-term assets $ 1,591 $ 1,770 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 1,010 $ 990 Non-current liabilities Operating lease liabilities Other long-term liabilities 881 1,121 Total lease liabilities $ 1,891 $ 2,111 |
Summary of Estimated Maturity of Lease Liabilities | The estimated maturity of lease liabilities for each of the remaining years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2025 (period remaining) $ 815 Fiscal 2026 983 Fiscal 2027 177 Thereafter — Total lease payments $ 1,975 Less: Interest ( 84 ) Present value of lease liabilities $ 1,891 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components and Changes in Other Intangible Assets | As of June 30, 2024 and March 31, 2024, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): June 30, 2024 March 31, 2024 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,053 ) $ 468 8.1 $ 2,521 $ ( 2,029 ) $ 492 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 300 ( 104 ) 196 3.3 300 ( 90 ) 210 Customer relationships 5,000 ( 4,413 ) 587 1.3 5,000 ( 4,296 ) 704 Vendor relationships 2,600 ( 647 ) 1,953 5.3 2,600 ( 554 ) 2,046 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,379 $ ( 8,175 ) $ 3,204 4.8 $ 11,379 $ ( 7,927 ) $ 3,452 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 2025 (period remaining) $ 741 Fiscal 2026 751 Fiscal 2027 501 Fiscal 2028 455 Fiscal 2029 407 Thereafter 349 Total $ 3,204 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other | As of June 30, 2024 and March 31, 2024, accrued expenses and other included the following (dollars in thousands): June 30, March 31, Accrued acquisition earn-out $ 875 $ 875 Other accruals 1,963 1,854 Compensation and benefits 2,629 2,255 Credits due to customers 1,401 1,167 Accrued project costs 2,236 2,366 Warranty 545 552 Sales returns reserve 88 106 Sales tax 68 219 Legal and professional fees 30 46 Total $ 9,835 $ 9,440 |
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 2024 2023 Beginning of period $ 725 $ 646 Accruals 108 64 Warranty claims (net of vendor reimbursements) ( 105 ) ( 56 ) End of period $ 728 $ 654 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Summary of the Effect of Net Loss Per Common Share | Net loss per common share is calculated based upon the following shares: For the Three Months Ended 2024 2023 Numerator: Net loss (in thousands) $ ( 3,758 ) $ ( 6,637 ) Denominator: Weighted-average common shares outstanding 32,610,604 32,345,823 Weighted-average common shares and common share 32,610,604 32,345,823 Net loss per common share: Basic $ ( 0.12 ) $ ( 0.21 ) Diluted $ ( 0.12 ) $ ( 0.21 ) |
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Loss per Common Share | The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net loss 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 2024 2023 Restricted shares 1,524,222 582,506 Total 1,524,222 582,506 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (dollars in thousands): June 30, March 31, Revolving credit facility $ 10,000 $ 10,000 Term Loan 3,525 — Equipment debt obligations — 3 Total long-term debt 13,525 10,003 Less current maturities ( 264 ) ( 3 ) Long-term debt, less current maturities $ 13,261 $ 10,000 |
RESTRICTED SHARES (Tables)
RESTRICTED SHARES (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | The following amounts of stock-based compensation were recorded (dollars in thousands): For the Three Months Ended 2024 2023 Cost of product revenue $ 2 $ 1 General and administrative 282 182 Sales and marketing 8 4 Research and development 2 1 Total $ 294 $ 188 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Time-Based Performance-Based Shares Weighted Shares Weighted Balance at March 31, 2024 1,014,104 $ 1.87 708,377 $ 1.66 Shares issued 685,322 $ 1.09 821,559 $ 1.09 Shares vested ( 175,204 ) $ 2.99 — — Shares outstanding at June 30, 2024 1,524,222 $ 1.39 1,529,936 $ 1.35 Per share price on grant date $ 1.09 $ 1.09 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 June 30, 2024 March 31, 2024 Segments: Lighting Segment $ 12,751 $ 12,621 $ ( 1,206 ) $ ( 766 ) $ 23,785 $ 25,911 Maintenance Segment 3,324 3,754 ( 976 ) ( 1,840 ) 5,856 8,827 Electric Vehicle Charging Segment 3,831 1,238 ( 231 ) ( 1,934 ) 14,812 15,291 Corporate and Other — — ( 1,019 ) ( 1,857 ) 15,302 13,140 $ 19,906 $ 17,613 $ ( 3,432 ) $ ( 6,397 ) $ 59,755 $ 63,169 |
RESTRUCTURING EXPENSE (Tables)
RESTRUCTURING EXPENSE (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | Orion's restructuring expense for the three months ended June 30, 2024 and 2023 is reflected within its consolidated statement of operations as follows (dollars in thousands): For the Three Months Ended 2024 2023 Cost of service revenue $ 197 $ — General and administrative 196 — $ 393 $ — |
Schedule of Restructuring Expense by Segment Table Text Block | Total restructuring expense by segment was recorded as follows (dollars in thousands): For the Three Months Ended 2024 2023 Segments: Maintenance $ 389 $ — Corporate and Other 4 — $ 393 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2024 Customer Financial_instituion | Jun. 30, 2023 Customer | Mar. 31, 2024 Customer | |
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Number of financial institutions | Financial_instituion | 1 | ||
Number of customer more than ten percent of revenue | 2 | ||
Number Of Customer More Than Ten Percent Of Accounts Receivable | 2 | ||
Customer One | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Number Of Customer More Than Ten Percent Of Accounts Receivable | 1 | ||
Customer Two | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Number Of Customer More Than Ten Percent Of Accounts Receivable | 2 | ||
Cost of revenue | Supplier Concentration Risk | Minimum | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 14% | 10% | |
Revenue | Customer Concentration Risk | Customer One | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 21.10% | 20.60% | |
Revenue | Customer Concentration Risk | Customer Two | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 11% | ||
Accounts Receivable | Credit Concentration Risk | Customer One | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 15.70% | 17.30% | |
Accounts Receivable | Credit Concentration Risk | Customer Two | |||
Concentration of Credit Risk and Other Risks and Uncertainties | |||
Concentration risk, percentage | 10.10% | 11.70% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 19,887 | $ 17,608 |
Revenue accounted for under other guidance | 19 | 5 |
Total revenue | 19,906 | 17,613 |
Product revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 12,748 | 13,666 |
Revenue accounted for under other guidance | 19 | 5 |
Total revenue | 12,767 | 13,671 |
Service revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 7,139 | 3,942 |
Revenue accounted for under other guidance | 0 | 0 |
Total revenue | 7,139 | 3,942 |
Lighting product and installation | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 12,719 | 12,616 |
Lighting product and installation | Product revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 10,045 | 11,785 |
Lighting product and installation | Service revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 2,674 | 831 |
Maintenance services | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 3,323 | 3,754 |
Maintenance services | Product revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 1,000 | 899 |
Maintenance services | Service revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 2,323 | 2,855 |
Electric vehicle charging | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 3,830 | 1,238 |
Electric vehicle charging | Product revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 1,688 | 982 |
Electric vehicle charging | Service revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 2,142 | $ 256 |
Solar energy related revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 15 | |
Solar energy related revenues | Product revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | 15 | |
Solar energy related revenues | Service revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 0 |
REVENUE (Narrative) (Details)
REVENUE (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |||
Proceeds from sale of revenue earned but not billed | $ 0 | $ 0 | |
Change in contract asset reclassified to accounts receivable | 0 | ||
Contract liabilities | $ 100 | $ 100 |
REVENUE - Summary of Contract A
REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 12,475 | $ 14,022 | |
Revenue earned but not billed | 4,841 | 4,539 | |
Deferred Revenue | [1] | $ 124 | $ 124 |
[1] Includes the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by ASC 606. |
ACCOUNTS RECEIVABLE, NET (Accou
ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 12,582 | $ 14,094 |
Allowance for doubtful accounts | (107) | (72) |
Accounts receivable, net | $ 12,475 | $ 14,022 |
ACCOUNTS RECEIVABLE, NET - Summ
ACCOUNTS RECEIVABLE, NET - Summary of Orion' s allowance for credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Receivables [Abstract] | ||
Beginning of period | $ (72) | $ (86) |
Credit loss expense | (40) | (190) |
Write-off | 5 | 4 |
End of period | $ (107) | $ (272) |
INVENTORIES (Schedule of Invent
INVENTORIES (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Net | ||
Raw materials and components | $ 6,357 | $ 7,219 |
Work in process | 321 | 267 |
Finished goods | 9,182 | 10,760 |
Total | $ 15,860 | $ 18,246 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expenses | $ 1.5 | $ 1.3 |
Other prepaid expenses | $ 1.7 | $ 1.6 |
PROPERTY AND EQUIPMENT (Summary
PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Property and equipment | ||
Gross property and equipment | $ 35,460 | $ 35,516 |
Less: accumulated depreciation | (26,185) | (25,923) |
Total property and equipment, net | 9,275 | 9,593 |
Land and land improvements | ||
Property and equipment | ||
Gross property and equipment | 433 | 433 |
Buildings and building improvements | ||
Property and equipment | ||
Gross property and equipment | 9,530 | 9,504 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,941 | 7,941 |
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 | 11,060 | 11,142 |
Vehicles | ||
Property and equipment | ||
Gross property and equipment | $ 959 | $ 959 |
LEASES (Summary of Assets Lease
LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Leases [Abstract] | ||
Operating lease assets | $ 1,591 | $ 1,770 |
Operating Lease, Right Of Use Asset Statement Of Financial Position [Extensible List] | Other long-term assets | Other long-term assets |
Operating lease liabilities current | $ 1,010 | $ 990 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other | Accrued expenses and other |
Operating lease liabilities non-current | $ 881 | $ 1,121 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 1,891 | $ 2,111 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating lease costs | $ 0.4 | $ 0.4 |
LEASES (Summary of Estimated Ma
LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Leases [Abstract] | ||
Fiscal 2025 (period remaining) | $ 815 | |
Fiscal 2026 | 983 | |
Fiscal 2027 | 177 | |
Thereafter | 0 | |
Total lease payments | 1,975 | |
Less: Interest | (84) | |
Present value of lease liabilities | $ 1,891 | $ 2,111 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Finite Lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,484 | $ 1,484 | |
Amortization of intangible assets | 248 | $ 266 | |
Stay Lite Lighting Acquisition | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill | 600 | ||
Voltrek LLC | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill | $ 900 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 11,379 | $ 11,379 |
Amortized Intangible Assets, Accumulated Amortization | (8,175) | (7,927) |
Amortized Intangible Assets, Net | $ 3,204 | 3,452 |
Amortized Intangible Assets, Weighted Average Useful Life | 4 years 9 months 18 days | |
Indefinite-lived Intangible Assets | $ 1,010 | 1,010 |
Trade Name and Trademarks[Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | 1,010 | 1,010 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | 2,521 | 2,521 |
Amortized Intangible Assets, Accumulated Amortization | (2,053) | (2,029) |
Amortized Intangible Assets, Net | $ 468 | 492 |
Amortized Intangible Assets, Weighted Average Useful Life | 8 years 1 month 6 days | |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 58 | 58 |
Amortized Intangible Assets, Accumulated Amortization | (58) | (58) |
Amortized Intangible Assets, Net | $ 0 | 0 |
Amortized Intangible Assets, Weighted Average Useful Life | 0 years | |
Trade name and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 300 | 300 |
Amortized Intangible Assets, Accumulated Amortization | (104) | (90) |
Amortized Intangible Assets, Net | $ 196 | 210 |
Amortized Intangible Assets, Weighted Average Useful Life | 3 years 3 months 18 days | |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 5,000 | 5,000 |
Amortized Intangible Assets, Accumulated Amortization | (4,413) | (4,296) |
Amortized Intangible Assets, Net | $ 587 | 704 |
Amortized Intangible Assets, Weighted Average Useful Life | 1 year 3 months 18 days | |
Vendor Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 2,600 | 2,600 |
Amortized Intangible Assets, Accumulated Amortization | (647) | (554) |
Amortized Intangible Assets, Net | $ 1,953 | 2,046 |
Amortized Intangible Assets, Weighted Average Useful Life | 5 years 3 months 18 days | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 900 | 900 |
Amortized Intangible Assets, Accumulated Amortization | (900) | (900) |
Amortized Intangible Assets, Net | $ 0 | $ 0 |
Amortized Intangible Assets, Weighted Average Useful Life | 0 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2023 |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ||
Fiscal 2025 (period remaining) | $ 741 | |
Fiscal 2026 | 751 | |
Fiscal 2027 | 501 | |
Fiscal 2028 | 455 | |
Fiscal 2029 | 407 | |
Thereafter | 349 | |
Amortized Intangible Assets, Net | $ 3,204 | $ 3,452 |
ACCRUED EXPENSES AND OTHER (Acc
ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Other Liabilities Disclosure [Abstract] | ||
Accrued acquisition earn-out | $ 875 | $ 875 |
Other accruals | 1,963 | 1,854 |
Compensation and benefits | 2,629 | 2,255 |
Credits due to customers | 1,401 | 1,167 |
Accrued project costs | 2,236 | 2,366 |
Warranty | 545 | 552 |
Sales returns reserve | 88 | 106 |
Sales tax | 68 | 219 |
Legal and professional fees | 30 | 46 |
Total | $ 9,835 | $ 9,440 |
ACCRUED EXPENSES AND OTHER (Nar
ACCRUED EXPENSES AND OTHER (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | |
Product Warranty Liability [Line Items] | ||||
Value of Common Stock | $ 0 | $ 0 | ||
Accrued expenses and other | 9,835 | 9,440 | ||
Voltrek Acquisition | ||||
Product Warranty Liability [Line Items] | ||||
Business combination additional earnout related purchase price | $ 3,500 | $ 3,000 | ||
Accrued expenses and other | $ 900 | |||
Voltrek Acquisition | Subsequent Event | ||||
Product Warranty Liability [Line Items] | ||||
Business combination additional earnout related purchase price | $ 7,150 | |||
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 | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Movement in Standard Product Warranty Accrual | ||
Beginning of period | $ 725 | $ 646 |
Accruals | 108 | 64 |
Warranty claims (net of vendor reimbursements) | (105) | (56) |
End of period | $ 728 | $ 654 |
NET LOSS PER COMMON SHARE (Earn
NET LOSS PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||
Net Income (Loss) | $ (3,758) | $ (6,637) |
Denominator: | ||
Weighted-average common shares outstanding | 32,610,604 | 32,345,823 |
Weighted-average common shares and common share equivalents outstanding | 32,610,604 | 32,345,823 |
Net (loss) income per common share: | ||
Basic | $ (0.12) | $ (0.21) |
Net (loss) income per common share: | ||
Diluted | $ (0.12) | $ (0.21) |
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 | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Number of potentially dilutive securities | ||
Potentially dilutive securities outstanding | 1,524,222 | 582,506 |
Restricted shares | ||
Number of potentially dilutive securities | ||
Potentially dilutive securities outstanding | 1,524,222 | 582,506 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Mar. 31, 2024 | |
Long-term debt | ||
Total long-term debt | $ 13,525 | $ 10,003 |
Less current maturities | (264) | (3) |
Long-term debt, less current maturities | 13,261 | 10,000 |
Revolving credit facility | ||
Long-term debt | ||
Revolving credit facility | 10,000 | 10,000 |
Equipment debt obligations | ||
Long-term debt | ||
Total long-term debt | 0 | 3 |
Term Loan | ||
Long-term debt | ||
Total long-term debt | $ 3,525 | $ 0 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Dec. 29, 2020 | |
Line Of Credit Facility [Line Items] | ||
Long Term Debt Maturities Repayments Of Principal In Current Fiscal Year | $ 88,125 | |
Long-Term Debt, Maturity, Year One | 200 | |
Long-Term Debt, Maturity, Year Two | 13,300 | |
Credit Agreement | Line of Credit | ||
Line Of Credit Facility [Line Items] | ||
Credit agreement, amounts borrowed | 3,525 | |
Credit Agreement | Bank of America N A | Revolving credit facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility, amount | 18,300 | |
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 | $ 300 | |
Credit agreement, amounts borrowed | $ 10,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit)/expense | $ 21 | $ 42 |
Unrecognized tax benefits | $ 200 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Equity Class Of Treasury Stock [Line Items] | ||
Shares issued under ESPP plan | 459 | 700 |
Shares issued, price per share | $ 1.11 | $ 1.63 |
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 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of ESPP Activity) (Details) - shares | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Shares issued under ESPP plan | 459 | 700 |
RESTRICTED SHARES (Narrative) (
RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Aug. 07, 2019 | Aug. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred stock-based compensation expense remaining period | 2 years 7 months 6 days | |||
Deferred stock-based compensation exepense | $ 1.7 | |||
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 |
RESTRICTED SHARES (Stock-based
RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation | ||
Total | $ 294 | $ 188 |
Cost of product revenue | ||
Stock-based compensation | ||
Total | 2 | 1 |
General and administrative | ||
Stock-based compensation | ||
Total | 282 | 182 |
Sales and marketing | ||
Stock-based compensation | ||
Total | 8 | 4 |
Research and development | ||
Stock-based compensation | ||
Total | $ 2 | $ 1 |
RESTRICTED SHARES (Schedule of
RESTRICTED SHARES (Schedule of Performance-Vesting Restricted Stock and Time Vesting-Restricted Stock) (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted Shares | ||
Shares Issued, Price Per Share | $ 1.11 | $ 1.63 |
Time Based Restricted Shares [Member] | ||
Restricted Shares | ||
Beginning balance (shares) | 1,014,104 | |
Shares issued | 685,322 | |
Shares vested | (175,204) | |
Ending balance (shares) | 1,524,222 | |
Shares Issued, Price Per Share | $ 1.09 | |
Share Outstanding March 31, 2024 | 1.87 | |
Weighted Average Fair Value Price Shares issued | 1.09 | |
Weighted Average Fair Value Price Shares vested | 2.99 | |
Share Outstanding at June 30, 2024 | $ 1.39 | |
Performance Based Restricted Shares [Member] | ||
Restricted Shares | ||
Beginning balance (shares) | 708,377 | |
Shares issued | 821,559 | |
Shares vested | ||
Ending balance (shares) | 1,529,936 | |
Shares Issued, Price Per Share | $ 1.09 | |
Share Outstanding March 31, 2024 | 1.66 | |
Weighted Average Fair Value Price Shares issued | 1.09 | |
Weighted Average Fair Value Price Shares vested | 0 | |
Share Outstanding at June 30, 2024 | $ 1.35 |
SEGMENTS - (Reconciliation of S
SEGMENTS - (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Corporate and Other | |||
Revenues | $ 19,906 | $ 17,613 | |
Operating Loss | (3,432) | (6,397) | |
Total assets | 59,755 | $ 63,169 | |
Operating Segments | |||
Corporate and Other | |||
Revenues | 19,906 | 17,613 | |
Operating Loss | (3,432) | (6,397) | |
Total assets | 59,755 | 63,169 | |
Operating Segments | Lighting Segment [Member] | |||
Corporate and Other | |||
Revenues | 12,751 | 12,621 | |
Operating Loss | (1,206) | (766) | |
Total assets | 23,785 | 25,911 | |
Operating Segments | Maintenance services | |||
Corporate and Other | |||
Revenues | 3,324 | 3,754 | |
Operating Loss | (976) | (1,840) | |
Total assets | 5,856 | 8,827 | |
Operating Segments | Electric Vehicle Charging Systems | |||
Corporate and Other | |||
Revenues | 3,831 | 1,238 | |
Operating Loss | (231) | (1,934) | |
Total assets | 14,812 | 15,291 | |
Operating Segments | Corporate and Other | |||
Corporate and Other | |||
Revenues | 0 | 0 | |
Operating Loss | (1,019) | $ (1,857) | |
Total assets | $ 15,302 | $ 13,140 |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Business Acquisition [Line Items] | ||
Value of Common Stock | $ 0 | $ 0 |
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 | Jun. 30, 2024 | Mar. 31, 2024 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,484 | $ 1,484 |
RESTRUCTURING EXPENSE - Consoli
RESTRUCTURING EXPENSE - Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 393 | $ 0 |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 196 | $ 0 |
RESTRUCTURING EXPENSE - Restruc
RESTRUCTURING EXPENSE - Restructuring Expense by Eegment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 393 | $ 0 |
Corporate Segment and Other Operating Segment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 4 | $ 0 |
Maintenance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 389 |