Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation |
The condensed 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. |
Reclassifications | ' |
Reclassifications |
Where appropriate, certain reclassifications have been made to prior years’ financial statements to conform to the current year presentation. |
Basis of Presentation | ' |
Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of the Company 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. 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 presentation have been included. Interim results are not necessarily indicative of results that may be expected for the year ending March 31, 2014 or other interim periods. |
The condensed consolidated balance sheet at March 31, 2013 has been derived from the audited and adjusted 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 the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013 filed with the Securities and Exchange Commission on June 14, 2013. |
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 and bad debt reserves, accruals for warranty expenses, income taxes and certain equity transactions. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
The Company considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. |
Short-Term Investments | ' |
Short-Term Investments |
The amortized cost and fair value of short-term investments, with gross unrealized gains and losses, as of March 31, 2013 and September 30, 2013 were as follows (in thousands): |
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31-Mar-13 |
| Amortized | | Unrealized | | Unrealized | | Fair Value | | Cash and Cash | | Short-term |
Cost | Gains | Losses | Equivalents | Investments |
Money market funds | $ | 487 | | | $ | — | | | $ | — | | | $ | 487 | | | $ | 487 | | | $ | — | |
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Bank certificate of deposit | 1,021 | | | — | | | — | | | 1,021 | | | — | | | 1,021 | |
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Total | $ | 1,508 | | | $ | — | | | $ | — | | | $ | 1,508 | | | $ | 487 | | | $ | 1,021 | |
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30-Sep-13 |
| Amortized | | Unrealized | | Unrealized | | Fair Value | | Cash and Cash | | Short-term |
Cost | Gains | Losses | Equivalents | Investments |
Money market funds | $ | 488 | | | $ | — | | | $ | — | | | $ | 488 | | | $ | 488 | | | $ | — | |
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Bank certificate of deposit | 1,024 | | | — | | | — | | | 1,024 | | | — | | | 1,024 | |
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Total | $ | 1,512 | | | $ | — | | | $ | — | | | $ | 1,512 | | | $ | 488 | | | $ | 1,024 | |
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As of March 31, 2013 and September 30, 2013, the Company’s financial assets described in the table above were measured at cost which approximates fair value due to the short-term nature of the investment (level 1 inputs). |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
The Company’s financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and other and long-term debt. The carrying amounts of the Company’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, or in the case of long-term, because of the interest rates currently available to the Company for similar obligations. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: |
Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. |
Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. |
Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. |
Accounts Receivable | ' |
Accounts Receivable |
The majority of the Company’s accounts receivable are due from companies in the commercial, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30-60 days. Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. |
Financing Receivables | ' |
Financing Receivables |
The Company considers its lease balances included in consolidated current and long-term accounts receivable from its Orion Throughput Agreement, or OTA, sales-type leases to be financing receivables. Additional disclosures on the credit quality of the Company’s financing receivables are as follows: |
Aging Analysis as of September 30, 2013 (in thousands): |
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| Not Past Due | | 1-90 days | | Greater than 90 | | Total past due | | Total sales-type | | | | |
past due | days past due | leases | | | | |
Lease balances included in consolidated accounts receivable—current | $ | 2,667 | | | $ | 97 | | | $ | 187 | | | $ | 284 | | | $ | 2,951 | | | | | |
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Lease balances included in consolidated accounts receivable—long-term | 2,618 | | | — | | | — | | | — | | | 2,618 | | | | | |
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Total gross sales-type leases | 5,285 | | | 97 | | | 187 | | | 284 | | | 5,569 | | | | | |
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Allowance | — | | | — | | | (84 | ) | | (84 | ) | | (84 | ) | | | | |
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Total net sales-type leases | $ | 5,285 | | | $ | 97 | | | $ | 103 | | | $ | 200 | | | $ | 5,485 | | | | | |
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Allowance for Credit Losses on Financing Receivables |
The Company’s allowance for credit losses is based on management’s assessment of the collectability of customer accounts. A considerable amount of judgment is required in order to make this assessment, including a detailed analysis of the aging of the lease receivables and the current credit worthiness of the Company’s customers and an analysis of historical bad debts and other adjustments. If there is a deterioration of a major customer’s credit worthiness or if actual defaults are higher than historical experience, the estimate of the recoverability of amounts due could be adversely affected. The Company reviews in detail the allowance for doubtful accounts on a quarterly basis and adjusts the allowance estimate to reflect actual portfolio performance and any changes in future portfolio performance expectations. The Company believes that there is currently no impairment of the receivables for the sales-type leases. The Company incurred no write-offs or credit losses against its OTA sales-type lease receivable balances in fiscal 2013 and for the six months ended September 30, 2013. |
Inventories | ' |
Inventories |
Inventories consist of raw materials and components, such as ballasts, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and wireless energy management systems and accessories, such as lamps, meters and power supplies. All inventories are stated at the lower of cost or market value with cost determined using the first-in, first-out (FIFO) method. The Company reduces the carrying value of its inventories for differences between the cost and estimated net realizable value, taking into consideration usage in the preceding 12 months, expected demand, and other information indicating obsolescence. The Company records as a charge to cost of product revenue the amount required to reduce the carrying value of inventory to net realizable value. As of March 31, 2013 and September 30, 2013, the Company had inventory obsolescence reserves of $2.3 million and $1.1 million, respectively. |
Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue. |
Inventories were comprised of the following (in thousands): |
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| 31-Mar-13 | | 30-Sep-13 | | | | | | | | | | | | | | | | |
Raw materials and components | $ | 8,207 | | | $ | 7,406 | | | | | | | | | | | | | | | | | |
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Work in process | 846 | | | 753 | | | | | | | | | | | | | | | | | |
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Finished goods | 6,177 | | | 7,048 | | | | | | | | | | | | | | | | | |
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| $ | 15,230 | | | $ | 15,207 | | | | | | | | | | | | | | | | | |
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Deferred Contract Costs | ' |
Deferred Contract Costs |
Deferred contract costs consist primarily of the costs of products delivered, and services performed, that are subject to additional performance obligations or customer acceptance. These deferred contract costs are expensed at the time the related revenue is recognized. Current deferred costs amounted to $2.1 million and $2.5 million as of March 31, 2013 and September 30, 2013, respectively. |
Prepaid Expenses and Other Current Assets | ' |
Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets consist primarily of prepaid insurance premiums, prepaid license fees, purchase deposits, advance payments to contractors, unbilled revenue, prepaid taxes and miscellaneous receivables. |
Property and Equipment | ' |
Property and Equipment |
Property and equipment were comprised of the following (in thousands): |
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| 31-Mar-13 | | 30-Sep-13 | | | | | | | | | | | | | | | | |
Land and land improvements | $ | 1,562 | | | $ | 1,562 | | | | | | | | | | | | | | | | | |
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Buildings | 15,918 | | | 15,889 | | | | | | | | | | | | | | | | | |
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Furniture, fixtures and office equipment | 11,995 | | | 12,130 | | | | | | | | | | | | | | | | | |
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Leasehold improvements | 58 | | | 58 | | | | | | | | | | | | | | | | | |
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Equipment leased to customers under Power Purchase Agreements | 4,997 | | | 4,997 | | | | | | | | | | | | | | | | | |
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Plant equipment | 10,620 | | | 10,333 | | | | | | | | | | | | | | | | | |
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Construction in progress | 91 | | | 100 | | | | | | | | | | | | | | | | | |
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| 45,241 | | | 45,069 | | | | | | | | | | | | | | | | | |
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Less: accumulated depreciation and amortization | (17,294 | ) | | (18,942 | ) | | | | | | | | | | | | | | | | |
Net property and equipment | $ | 27,947 | | | $ | 26,127 | | | | | | | | | | | | | | | | | |
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Depreciation is provided over the estimated useful lives of the respective assets, using the straight-line method. Depreciable lives by asset category are as follows: |
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Land improvements | 10-15 years | | | | | | | | | | | | | | | | | | | | | | |
Buildings and building improvements | 3-39 years | | | | | | | | | | | | | | | | | | | | | | |
Leasehold improvements | Shorter of asset life or life of lease | | | | | | | | | | | | | | | | | | | | | | |
Furniture, fixtures and office equipment | 2-10 years | | | | | | | | | | | | | | | | | | | | | | |
Plant equipment | 3-10 years | | | | | | | | | | | | | | | | | | | | | | |
Patents and Licenses | ' |
Goodwill and Other Intangible Assets |
The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill and intangible assets with indefinite lives are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: |
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Patents | 10-17 years | Straight-line | | | | | | | | | | | | | | | | | | | | | |
Licenses | 7-13 years | Straight-line | | | | | | | | | | | | | | | | | | | | | |
Customer relationships | 5-8 years | Accelerated based upon the pattern of economic benefits consumed | | | | | | | | | | | | | | | | | | | | | |
Developed technology | 8 years | Accelerated based upon the pattern of economic benefits consumed | | | | | | | | | | | | | | | | | | | | | |
Non-competition agreement | 5 years | Straight-line | | | | | | | | | | | | | | | | | | | | | |
Indefinite lived intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life estimated by us, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required. |
The change in the carrying value of goodwill for the six months ended September 30, 2013 was as follows (in thousands): |
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Balance at March 31, 2013 | $ | — | | | | | | | | | | | | | | | | | | | | | |
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Acquisition of Harris | 4,899 | | | | | | | | | | | | | | | | | | | | | |
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Balance at September 30, 2013 | $ | 4,899 | | | | | | | | | | | | | | | | | | | | | |
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The components of, and changes in, the carrying amount of other intangible assets as of September 30, 2013 were as follows (in thousands): |
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| Gross Carrying Amount | | Accumulated Amortization | | | | | | | | | | | | | | | | |
Patents | $ | 2,335 | | | $ | (716 | ) | | | | | | | | | | | | | | | | |
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Licenses | 58 | | | (58 | ) | | | | | | | | | | | | | | | | |
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Trade name and trademarks | 1,939 | | | — | | | | | | | | | | | | | | | | | |
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Customer relationships | 3,100 | | | (84 | ) | | | | | | | | | | | | | | | | |
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Developed technology | 900 | | | (5 | ) | | | | | | | | | | | | | | | | |
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Non-competition agreement | 100 | | | (1 | ) | | | | | | | | | | | | | | | | |
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Total | $ | 8,432 | | | $ | (864 | ) | | | | | | | | | | | | | | | | |
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As of September 30, 2013, the weighted average useful life of intangible assets was 7.8 years. The estimated amortization expense for each of the next five years is shown below (in thousands): |
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For the remaining 6 months of fiscal 2014 | $ | 433 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2015 | 1,217 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2016 | 1,118 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2017 | 808 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2018 | 558 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2019 | 397 | | | | | | | | | | | | | | | | | | | | | |
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Thereafter | 1,098 | | | | | | | | | | | | | | | | | | | | | |
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Total | $ | 5,629 | | | | | | | | | | | | | | | | | | | | | |
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Long-Term Receivables | ' |
Long-Term Receivables |
The Company records a long-term receivable for the non-current portion of its sales-type capital lease OTA contracts. The receivable is recorded at the net present value of the future cash flows from scheduled customer payments. The Company uses the implied cost of capital from each individual contract as the discount rate. |
Also included in other long-term receivables are amounts due from a third party finance company to which the Company has sold, without recourse, the future cash flows from OTAs entered into with customers. Such receivables are recorded at the present value of the future cash flows discounted between 8.8% and 11%. As of September 30, 2013, the following amounts were due from the third party finance company in future periods (in thousands): |
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Fiscal 2014 | $ | 616 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2015 | 955 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2016 | 309 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2017 | 9 | | | | | | | | | | | | | | | | | | | | | |
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Total gross long-term receivable | 1,889 | | | | | | | | | | | | | | | | | | | | | |
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Less: amount representing interest | (194 | ) | | | | | | | | | | | | | | | | | | | | |
Net long-term receivable | $ | 1,695 | | | | | | | | | | | | | | | | | | | | | |
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Long-Term Inventories | ' |
Long-Term Inventories |
The Company records long-term inventory for the non-current portion of its wireless controls finished goods inventory. The inventories are stated at the lower of cost or market value with cost determined using the FIFO method. |
Other Long-Term Assets | ' |
Other Long-Term Assets |
Other long-term assets include long-term security deposits, prepaid licensing costs, a note receivable, deferred costs for a long-term contract, and deferred financing costs. Other long-term assets include $58,000 and $45,000 of deferred financing costs as of March 31, 2013 and September 30, 2013, respectively. Deferred financing costs related to debt issuances are amortized to interest expense over the life of the related debt issue (1 to 10 years). |
Accrued Expenses | ' |
Accrued Expenses |
Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, accrued acquisition earn-out liability, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1,300,000 and $0 of accrued reorganization and settlement costs as of March 31, 2013 and September 30, 2013, respectively, and $0.7 million and $1.4 million of accrued project costs as of March 31, 2013 and September 30, 2013, respectively. |
The Company generally offers a limited warranty of one year on its lighting products in addition to those standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps and ballasts, which are significant components in the Company’s lighting products. Included in other long-term liabilities is $0.1 million for warranty reserves related to solar operating systems. |
Changes in the Company’s warranty accrual were as follows (in thousands): |
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| Three Months Ended September 30, | | Six Months Ended September 30, | | | | | | | | |
| 2012 | | 2013 | | 2012 | | 2013 | | | | | | | | |
Beginning of period | $ | 90 | | | $ | 287 | | | $ | 84 | | | $ | 284 | | | | | | | | | |
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Provision (benefit) to product cost of revenue | 126 | | | (74 | ) | | 141 | | | 75 | | | | | | | | | |
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Charges | (129 | ) | | (24 | ) | | (138 | ) | | (170 | ) | | | | | | | | |
End of period | $ | 87 | | | $ | 189 | | | $ | 87 | | | $ | 189 | | | | | | | | | |
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Revenue Recognition | ' |
Revenue Recognition |
Revenue is recognized on the sales of our lighting and related energy efficiency systems and products when the following four criteria are met: |
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• | persuasive evidence of an arrangement exists; | | | | | | | | | | | | | | | | | | | | | | |
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• | delivery has occurred and title has passed to the customer; | | | | | | | | | | | | | | | | | | | | | | |
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• | the sales price is fixed and determinable and no further obligation exists; and | | | | | | | | | | | | | | | | | | | | | | |
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• | collectability is reasonably assured. | | | | | | | | | | | | | | | | | | | | | | |
These four criteria are met for the Company’s product-only revenue upon delivery of the product and title passing to the customer. At that time, the Company provides for estimated costs that may be incurred for product warranties and sales returns. Revenues are presented net of sales tax and other sales related taxes. |
For sales of the Company’s lighting and energy management technologies, consisting of multiple elements of revenue, such as a combination of product sales and services, the Company determines revenue by allocating the total contract revenue to each element based on their relative selling prices in accordance with ASC 605-25, Revenue Recognition - Multiple Element Arrangements. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (1) vendor-specific objective evidence (VSOE) of fair value, if available, (2) third-party evidence (TPE) of selling price if VSOE is not available, and (3) best estimate of the selling price if neither VSOE nor TPE is available (a description as to how the Company determined estimated selling price is provided below). |
The nature of the Company’s multiple element arrangements for the sale of its lighting and energy management technologies is similar to a construction project, with materials being delivered and contracting and project management activities occurring according to an installation schedule. The significant deliverables include the shipment of products and related transfer of title and the installation. |
To determine the selling price in multiple-element arrangements, the Company established the selling price for its HIF lighting and energy management system products using management's best estimate of the selling price, as VSOE or TPE does not exist. Product revenue is recognized when products are shipped. For product revenue, management's best estimate of selling price is determined using a cost plus gross profit margin method. In addition, the Company records in service revenue the selling price for its installation and recycling services using management’s best estimate of selling price, as VSOE or TPE does not exist. Service revenue is recognized when services are completed and customer acceptance has been received. Recycling services provided in connection with installation entail the disposal of the customer’s legacy lighting fixtures. The Company’s service revenues, other than for installation and recycling that are completed prior to delivery of the product, are included in product revenue using management’s best estimate of selling price, as VSOE or TPE does not exist. These services include comprehensive site assessment, site field verification, utility incentive and government subsidy management, engineering design, and project management. For these services, along with the Company's installation and recycling services, under a multiple-element arrangement, management’s best estimate of selling price is determined by considering several external and internal factors including, but not limited to, economic conditions and trends, customer demand, pricing practices, margin objectives, competition, geographies in which the Company offers its products and services and internal costs. The determination of estimated selling price is made through consultation with and approval by management, taking into account all of the preceding factors. |
For sales of solar photovoltaic systems, which are governed by customer contracts that require the Company to deliver functioning solar power systems and are generally completed within three to 15 months from the start of construction, the Company recognizes revenue from fixed price construction contracts using the percentage-of-completion method in accordance with ASC 605-35, Construction-Type and Production-Type Contracts. Under this method, revenue arising from fixed price construction contracts is recognized as work is performed based upon the percentage of incurred costs to estimated total forecasted costs. The Company has determined that the appropriate method of measuring progress on these sales is measured by the percentage of costs incurred to date of the total estimated costs for each contract as materials are installed. The percentage-of-completion method requires revenue recognition from the delivery of products to be deferred and the cost of such products to be capitalized as a deferred cost and asset on the balance sheet. The Company performs periodic evaluations of the progress of the installation of the solar photovoltaic systems using actual costs incurred over total estimated costs to complete a project. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. |
The Company offers a financing program, called an OTA, for a customer’s lease of the Company’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at the Company’s net investment in the lease, which typically is the net present value of the future cash flows. |
The Company offers a financing program, called a power purchase agreement, or PPA, for the Company’s renewable energy product offerings. A PPA is a supply side agreement for the generation of electricity and subsequent sale to the end user. Upon the customer’s acknowledgment that the system is operating as specified, product revenue is recognized on a monthly basis over the life of the PPA contract, which is typically in excess of 10 years. |
Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and a separate obligation to provide maintenance on OTAs and is classified as a liability on the Consolidated Balance Sheet. The fair value of the maintenance is readily determinable based upon pricing from third-party vendors. Deferred revenue related to maintenance services is recognized when the services are delivered, which occurs in excess of a year after the original OTA contract is executed. |
Income Taxes | ' |
Income Taxes |
The Company recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. As of September 30, 2013, the Company had a valuation allowance of $5.2 million against its deferred tax assets. |
ASC 740, Income Taxes, also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. The Company has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. The Company recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. |
Deferred tax benefits have not been recognized for income tax effects resulting from the exercise of non-qualified stock options. These benefits will be recognized in the period in which the benefits are realized as a reduction in taxes payable and an increase in additional paid-in capital. For the six months ended September 30, 2012 and 2013, realized tax benefits from the exercise of stock options were $21,000 and $0, respectively. |
Stock Option Plans | ' |
Stock Option Plans |
The Company did not issue any stock options during the three months ended September 30, 2013. The fair value of each option grant during the three and six months ended September 30, 2012 and 2013 was determined using the assumptions in the following table: |
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| Three Months Ended September 30, | | Six Months Ended September 30, | | | | | | | | | | | | | |
| 2012 | | 2013 | | 2012 | | 2013 | | | | | | | | | | | | | |
Weighted average expected term | 6.0 years | | | N/A | | 5.6 years | | | 4.1 years | | | | | | | | | | | | | | |
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Risk-free interest rate | 0.9 | % | | N/A | | 0.8 | % | | 0.8 | % | | | | | | | | | | | | | |
Expected volatility | 73 | % | | N/A | | 74.2 | % | | 73.3 | % | | | | | | | | | | | | | |
Expected forfeiture rate | 15.1 | % | | N/A | | 15.1 | % | | 21.4 | % | | | | | | | | | | | | | |
Net Income (Loss) per Common Share | ' |
Net Income (Loss) per Common Share |
Basic net income (loss) per common share is computed by dividing net income (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 income (loss) per common share reflects the dilution that would occur if warrants and stock options were exercised. In the computation of diluted net income (loss) per common share, the Company uses the “treasury stock” method for outstanding options, warrants and restricted shares. Diluted net loss per common share was the same as basic net loss per common share for the three and six months ended September 30, 2012, because the effects of potentially dilutive securities were anti-dilutive. The effect of net income (loss) per common share is calculated based upon the following shares (in thousands except share amounts): |
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| Three Months Ended September 30, | | Six Months Ended September 30, | | | | | | | | |
| 2012 | | 2013 | | 2012 | | 2013 | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | |
Net income (loss) (in thousands) | $ | (9,659 | ) | | $ | 2,403 | | | $ | (11,599 | ) | | $ | 1,622 | | | | | | | | | |
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Denominator: | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding | 21,075,624 | | | 21,089,917 | | | 21,814,321 | | | 20,634,333 | | | | | | | | | |
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Weighted-average effect of assumed conversion of stock options and warrants | — | | | 452,025 | | | — | | | 468,516 | | | | | | | | | |
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Weighted-average common shares and common share equivalents outstanding | 21,075,624 | | | 21,541,942 | | | 21,814,321 | | | 21,102,849 | | | | | | | | | |
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Net income (loss) per common share: | | | | | | | | | | | | | | | |
Basic | $ | (0.46 | ) | | $ | 0.11 | | | $ | (0.53 | ) | | $ | 0.08 | | | | | | | | | |
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Diluted | $ | (0.46 | ) | | $ | 0.11 | | | $ | (0.53 | ) | | $ | 0.08 | | | | | | | | | |
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The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: |
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| 30-Sep-12 | | 30-Sep-13 | | | | | | | | | | | | | | | | | | |
Common stock options | 4,321,571 | | | 3,195,917 | | | | | | | | | | | | | | | | | | | |
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Restricted shares | 163,750 | | | 462,537 | | | | | | | | | | | | | | | | | | | |
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Common stock warrants | 38,980 | | | 38,980 | | | | | | | | | | | | | | | | | | | |
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Total | 4,524,301 | | | 3,697,434 | | | | | | | | | | | | | | | | | | | |
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Concentration of Credit Risk and Other Risks and Uncertainties | ' |
Concentration of Credit Risk and Other Risks and Uncertainties |
The Company previously depended on one supplier for a number of components necessary for its lighting products, including ballasts and lamps. Currently, the Company has been able to obtain these components from multiple suppliers. For the three months ended September 30, 2012, purchases from two suppliers accounted for 11% and 12% of total cost of revenue. For the six months ended September 30, 2012, no supplier accounted for more than 10% of total cost of revenue. For the three and six months ended September 30, 2013, no supplier accounted for more than 10% of total cost of revenue. |
The Company previously purchased a majority of its solar panels from one supplier for its sales of solar generating systems through its Orion Engineered Systems Division. Currently, the Company has been able to obtain panels from multiple suppliers. For the three and six months ended September 30, 2012, panel purchases from one supplier accounted for 11% and 6% of total cost of revenue, respectively. For the three and six months ended September 30, 2013, panel purchases from one supplier accounted for 11% and 12% of total cost of revenue, respectively. |
For the three and six months ended September 30, 2012, no customers accounted for more than 10% of revenue. For the three and six months ended September 30, 2013, one customer accounted for 33% and 28% of revenue, respectively. |
As of March 31, 2013 and September 30, 2013, no customer accounted for more than 10% of accounts receivable. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11 ("ASU 2013-11"), “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." |