Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jun. 30, 2014 | Aug. 04, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ORION ENERGY SYSTEMS, INC. | ' |
Entity Central Index Key | '0001409375 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2015 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 21,777,265 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $16,336 | $17,568 |
Short-term investments | 471 | 470 |
Accounts receivable, net of allowances of $384 and $264 at March 31, 2014 and June 30, 2014, respectively | 13,651 | 15,098 |
Inventories, net | 10,858 | 11,790 |
Deferred contract costs | 130 | 742 |
Prepaid expenses and other current assets | 2,786 | 4,673 |
Total current assets | 44,232 | 50,341 |
Property and equipment, net | 22,667 | 23,135 |
Long-term inventory | 10,940 | 10,607 |
Goodwill | 4,409 | 4,409 |
Other intangible assets, net | 7,264 | 7,551 |
Long-term accounts receivable | 1,539 | 1,966 |
Other long-term assets | 959 | 931 |
Total assets | 92,010 | 98,940 |
Liabilities and Shareholders’ Equity | ' | ' |
Accounts payable | 6,941 | 8,530 |
Accrued expenses and other | 4,013 | 4,597 |
Deferred revenue, current | 376 | 614 |
Current maturities of long-term debt | 3,187 | 3,450 |
Total current liabilities | 14,517 | 17,191 |
Long-term debt, less current maturities | 2,595 | 3,151 |
Deferred revenue, long-term | 1,295 | 1,316 |
Other long-term liabilities | 272 | 270 |
Total liabilities | 18,679 | 21,928 |
Commitments and contingencies | ' | ' |
Shareholders’ equity: | ' | ' |
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2014 and June 30, 2014; shares issued: 31,001,683 and 31,163,982 at March 31, 2014 and June 30, 2014; shares outstanding: 21,588,326 and 21,751,008 at March 31, 2014 and June 30, 2014 | 0 | 0 |
Additional paid-in capital | 131,433 | 130,766 |
Treasury stock: 9,413,357 and 9,412,974 common shares at March 31, 2014 and June 30, 2014 | -35,812 | -35,813 |
Shareholder notes receivable | -40 | -50 |
Retained deficit | -22,250 | -17,891 |
Total shareholders’ equity | 73,331 | 77,012 |
Total liabilities and shareholders’ equity | $92,010 | $98,940 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowances for accounts receivable | $264 | $384 |
Common Stock, No Par Value | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 31,163,982 | 31,001,683 |
Common stock, shares outstanding | 21,751,008 | 21,588,326 |
Treasury stock, shares | 9,412,974 | 9,413,357 |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' |
Product revenue | $12,243 | $17,523 |
Service revenue | 1,070 | 3,329 |
Total revenue | 13,313 | 20,852 |
Cost of product revenue | 9,855 | 12,884 |
Cost of service revenue | 846 | 2,245 |
Total cost of revenue | 10,701 | 15,129 |
Gross profit | 2,612 | 5,723 |
Operating expenses: | ' | ' |
General and administrative | 3,648 | 2,759 |
Acquisition and integration related | 22 | 0 |
Sales and marketing | 2,878 | 3,303 |
Research and development | 416 | 490 |
Total operating expenses | 6,964 | 6,552 |
Loss from operations | -4,352 | -829 |
Other income (expense): | ' | ' |
Interest expense | -90 | -113 |
Interest income | 94 | 174 |
Total other income | 4 | 61 |
Loss before income tax | -4,348 | -768 |
Income tax expense | 11 | 13 |
Net loss | ($4,359) | ($781) |
Basic net loss per share attributable to common shareholders (in dollars per share) | ($0.20) | ($0.04) |
Weighted-average common shares outstanding (in shares) | 21,669,120 | 20,173,743 |
Diluted net loss per share (in dollars per share) | ($0.20) | ($0.04) |
Weighted-average common shares and share equivalents outstanding (in shares) | 21,669,120 | 20,173,743 |
Unaudited_Condensed_Consolidat3
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($4,359) | ($781) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation | 762 | 1,014 |
Amortization of long-term assets | 346 | 40 |
Stock-based compensation expense | 427 | 370 |
Loss on sale of property and equipment | -5 | 21 |
Provision for inventory reserves | 20 | 594 |
Provision for bad debts | 44 | 80 |
Other | 29 | 33 |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' |
Accounts receivable, current and long-term | 1,830 | -4,387 |
Inventories, current and long-term | 612 | 864 |
Deferred contract costs | 612 | -893 |
Prepaid expenses and other assets | 829 | 439 |
Accounts payable | -1,589 | 2,870 |
Accrued expenses | -582 | 568 |
Deferred revenue | -259 | 1,190 |
Net cash provided by (used in) operating activities | -1,283 | 2,022 |
Investing activities | ' | ' |
Purchase of property and equipment | -304 | -130 |
Purchase of short-term investments | -1 | -1 |
Additions to patents and licenses | -48 | -19 |
Proceeds from sales of property, plant and equipment | 1,001 | 30 |
Net cash (used in) provided by investing activities | 648 | -120 |
Financing activities | ' | ' |
Payment of long-term debt | -819 | -850 |
Proceeds from repayment of shareholder notes | 10 | 1 |
Proceeds from issuance of common stock | 212 | 35 |
Net cash used in financing activities | -597 | -814 |
Net (decrease) increase in cash and cash equivalents | -1,232 | 1,088 |
Cash and cash equivalents at beginning of period | 17,568 | 14,376 |
Cash and cash equivalents at end of period | 16,336 | 15,464 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 84 | 109 |
Cash paid for income taxes | $5 | $4 |
Description_of_Business
Description of Business | 3 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
DESCRIPTION OF BUSINESS | ' |
DESCRIPTION OF BUSINESS | |
Organization | |
The Company includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. The Company is a developer, manufacturer and seller of lighting and energy management systems and a seller and integrator of renewable energy technologies to commercial and industrial businesses, predominantly in North America. | |
The Company has realigned its organizational structure which resulted in the identification of new operating segments for the purpose of making operational decisions and assessing financial performance effective, on a prospective basis, beginning on April 1, 2014. See Note J “Segment Reporting” of these financial statements for further discussion of the Company's reportable segments. | |
The Company’s corporate offices and manufacturing operations are located in Manitowoc, Wisconsin. The operations facility in Plymouth, Wisconsin was classified as an asset held for sale as of March 31, 2014 and was sold in May 2014. The Company leases office space in Green Cove Springs, Florida and Jacksonville, Florida. The Company leases office space for sales offices located in Chicago, Illinois and Houston, Texas. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Where appropriate, certain reclassifications have been made to prior years’ financial statements to conform to the current year 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, 2015 or other interim periods. | ||||||||||||||||||||||||
The condensed consolidated balance sheet at March 31, 2014 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, 2014 filed with the Securities and Exchange Commission on June 13, 2014. | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
The Company considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. | ||||||||||||||||||||||||
Short-Term Investments | ||||||||||||||||||||||||
The amortized cost and fair value of short-term investments, with gross unrealized gains and losses, as of March 31, 2014 and June 30, 2014 were as follows (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 470 | — | — | 470 | — | 470 | ||||||||||||||||||
Total | $ | 958 | $ | — | $ | — | $ | 958 | $ | 488 | $ | 470 | ||||||||||||
30-Jun-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 471 | — | — | 471 | — | 471 | ||||||||||||||||||
Total | $ | 959 | $ | — | $ | — | $ | 959 | $ | 488 | $ | 471 | ||||||||||||
As of March 31, 2014 and June 30, 2014, 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 | ||||||||||||||||||||||||
The Company’s financial instruments consist of cash, 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 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 June 30, 2014 (in thousands): | ||||||||||||||||||||||||
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 | $ | 1,895 | $ | 80 | $ | 201 | $ | 281 | $ | 2,176 | ||||||||||||||
Lease balances included in consolidated accounts receivable—long-term | 1,259 | — | — | — | 1,259 | |||||||||||||||||||
Total gross sales-type leases | 3,154 | 80 | 201 | 281 | 3,435 | |||||||||||||||||||
Allowance | (2 | ) | (2 | ) | (93 | ) | (95 | ) | (97 | ) | ||||||||||||||
Total net sales-type leases | $ | 3,152 | $ | 78 | $ | 108 | $ | 186 | $ | 3,338 | ||||||||||||||
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 no impairment of the receivables for the sales-type leases. The Company incurred $76 thousand of write-offs or credit losses against its OTA sales-type lease receivable balances in fiscal 2014 and $0 for the three months ended June 30, 2014. | ||||||||||||||||||||||||
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 9 to 24 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, 2014 and June 30, 2014, the Company had inventory obsolescence reserves of $2.5 million and $2.1 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 as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Raw materials and components | $ | 6,894 | $ | 7,467 | ||||||||||||||||||||
Work in process | 880 | 695 | ||||||||||||||||||||||
Finished goods | 4,016 | 2,696 | ||||||||||||||||||||||
$ | 11,790 | $ | 10,858 | |||||||||||||||||||||
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 $742 thousand and $130 thousand as of March 31, 2014 and June 30, 2014, respectively. | ||||||||||||||||||||||||
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. Prepaid expenses and other current assets includes $2.8 million and $2.1 million of unbilled receivables as of March 31, 2014 and June 30, 2014, respectively. | ||||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||||
Property and equipment were comprised of the following as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Land and land improvements | $ | 1,480 | $ | 1,480 | ||||||||||||||||||||
Buildings | 14,405 | 14,425 | ||||||||||||||||||||||
Furniture, fixtures and office equipment | 10,713 | 10,723 | ||||||||||||||||||||||
Leasehold improvements | 46 | 46 | ||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 4,997 | 4,997 | ||||||||||||||||||||||
Plant equipment | 10,103 | 10,155 | ||||||||||||||||||||||
Construction in progress | 60 | 67 | ||||||||||||||||||||||
41,804 | 41,893 | |||||||||||||||||||||||
Less: accumulated depreciation and amortization | (18,669 | ) | (19,226 | ) | ||||||||||||||||||||
Net property and equipment | $ | 23,135 | $ | 22,667 | ||||||||||||||||||||
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: | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 20 years | |||||||||||||||||||||||
Plant equipment | 3-10 years | |||||||||||||||||||||||
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: | ||||||||||||||||||||||||
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 agreements | 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 Company realigned its organizational structure as a result of a new business strategy. In connection with the reorganization, the Company evaluated its historical operating segments (Energy Management Division and Engineered Systems Division) in relation to GAAP and identified new operating segments: (i) U.S. Markets, (ii) Orion Engineered Systems, (iii) Orion Distribution Services and (iv) Corporate and Other. The new operating segments became effective, on a prospective basis, beginning April 1, 2014. The Company's operating segments are also its reporting units (for goodwill assessment purposes) and reporting segments (for financial reporting purposes). In connection with the identification of the new operating segments, the Company allocated goodwill from the historical reporting units to the new reporting units using a relative fair market approach. See Note J “Segment Reporting” for additional information. | ||||||||||||||||||||||||
The change in the carrying value of goodwill during fiscal 2014 was as follows (in thousands): | ||||||||||||||||||||||||
Balance at March 31, 2013 | — | |||||||||||||||||||||||
Acquisition of Harris | 4,409 | |||||||||||||||||||||||
Balance at March 31, 2014 | 4,409 | |||||||||||||||||||||||
There was no change in the carrying value of goodwill for the three months ended June 30, 2014. Goodwill was allocated to each operating segment during the three months ended June 30, 2014 as follows (in thousands): | ||||||||||||||||||||||||
U.S. Markets | Orion Engineered Systems | Orion Distribution Services | Corporate and Other | Total | ||||||||||||||||||||
Goodwill at June 30, 2014 | $ | 2,371 | $ | 2,038 | $ | — | $ | — | $ | 4,409 | ||||||||||||||
The components of, and changes in, the carrying amount of other intangible assets were as follows as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||
Patents | $ | 2,362 | $ | (784 | ) | $ | 2,410 | $ | (818 | ) | ||||||||||||||
Licenses | 58 | (58 | ) | 58 | (58 | ) | ||||||||||||||||||
Trade name and trademarks | 1,942 | — | 1,943 | — | ||||||||||||||||||||
Customer relationships | 3,600 | (535 | ) | 3,600 | (815 | ) | ||||||||||||||||||
Developed technology | 900 | (19 | ) | 900 | (36 | ) | ||||||||||||||||||
Non-competition agreements | 100 | (15 | ) | 100 | (20 | ) | ||||||||||||||||||
Total | $ | 8,962 | $ | (1,411 | ) | $ | 9,011 | $ | (1,747 | ) | ||||||||||||||
As of June 30, 2014, the weighted average useful life of intangible assets was 7.2 years. The estimated amortization expense for each of the next five years is shown below (in thousands): | ||||||||||||||||||||||||
Fiscal 2015 | $ | 1,050 | ||||||||||||||||||||||
Fiscal 2016 | 1,223 | |||||||||||||||||||||||
Fiscal 2017 | 880 | |||||||||||||||||||||||
Fiscal 2018 | 604 | |||||||||||||||||||||||
Fiscal 2019 | 428 | |||||||||||||||||||||||
Fiscal 2020 | 343 | |||||||||||||||||||||||
Thereafter | 793 | |||||||||||||||||||||||
Total | $ | 5,321 | ||||||||||||||||||||||
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 June 30, 2014, the following amounts were due from the third party finance company in future periods (in thousands): | ||||||||||||||||||||||||
Fiscal 2015 | $ | 649 | ||||||||||||||||||||||
Fiscal 2016 | 309 | |||||||||||||||||||||||
Fiscal 2017 | 9 | |||||||||||||||||||||||
Total gross financed receivable | 967 | |||||||||||||||||||||||
Less: amount above to be collected during the next 12 months | (649 | ) | ||||||||||||||||||||||
Less: amount representing interest | (82 | ) | ||||||||||||||||||||||
Net long-term receivable | $ | 236 | ||||||||||||||||||||||
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 include prepaid licensing costs, deferred costs for a long-term contract, long-term security deposits, and deferred financing costs. Other long-term assets include $33,000 and $27,000 of deferred financing costs as of March 31, 2014 and June 30, 2014, 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 and Other | ||||||||||||||||||||||||
Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, accrued acquisition liabilities, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1.0 million and $0.5 million of accrued project costs as of March 31, 2014 and June 30, 2014, 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): | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Beginning of period | $ | 284 | $ | 263 | ||||||||||||||||||||
Provision (benefit) to product cost of revenue | 149 | 32 | ||||||||||||||||||||||
Charges | (146 | ) | (42 | ) | ||||||||||||||||||||
End of period | $ | 287 | $ | 253 | ||||||||||||||||||||
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: | ||||||||||||||||||||||||
• | persuasive evidence of an arrangement exists; | |||||||||||||||||||||||
• | delivery has occurred and title has passed to the customer; | |||||||||||||||||||||||
• | the sales price is fixed and determinable and no further obligation exists; and | |||||||||||||||||||||||
• | 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 establishes 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 | ||||||||||||||||||||||||
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 June 30, 2014, the Company had a valuation allowance of $9.6 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 three months ended June 30, 2013 and 2014, there were no realized tax benefits from the exercise of stock options. | ||||||||||||||||||||||||
Stock Option Grants | ||||||||||||||||||||||||
The Company did not issue any stock options during the three months ended June 30, 2014. The fair value of each option grant during the three months ended June 30, 2013 and 2014 was determined using the assumptions in the following table: | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Weighted average expected term | 4.1 years | N/A | ||||||||||||||||||||||
Risk-free interest rate | 0.8 | % | N/A | |||||||||||||||||||||
Expected volatility | 73.3 | % | N/A | |||||||||||||||||||||
Expected forfeiture rate | 21.4 | % | 20.3 | % | ||||||||||||||||||||
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 and restricted shares vested. 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. The effect of net income (loss) per common share is calculated based upon the following shares (in thousands except share amounts): | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Net income (loss) (in thousands) | $ | (781 | ) | $ | (4,359 | ) | ||||||||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted-average common shares outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Weighted-average effect of assumed conversion of stock options, warrants and restricted shares | — | — | ||||||||||||||||||||||
Weighted-average common shares and common share equivalents outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Net income (loss) per common share: | ||||||||||||||||||||||||
Basic | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
Diluted | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: | ||||||||||||||||||||||||
30-Jun-13 | 30-Jun-14 | |||||||||||||||||||||||
Common stock options | 3,459,091 | 2,575,084 | ||||||||||||||||||||||
Restricted shares | 270,788 | 659,090 | ||||||||||||||||||||||
Common stock warrants | 38,980 | 38,980 | ||||||||||||||||||||||
Total | 3,768,859 | 3,273,154 | ||||||||||||||||||||||
Concentration of Credit Risk and Other Risks and Uncertainties | ||||||||||||||||||||||||
The Company purchases components necessary for its lighting products, including ballasts and lamps, from multiple suppliers. For the three months ended June 30, 2013 and June 30, 2014, no supplier accounted for more than 10% of total cost of revenue. | ||||||||||||||||||||||||
The Company purchases its solar panels from multiple suppliers. For the three months ended June 30, 2013, purchases from one supplier accounted for 13% of total cost of revenue. For the three months ended June 30, 2014, no supplier accounted for more than 10% of total cost of revenue. | ||||||||||||||||||||||||
For the three months ended June 30, 2013, one customer accounted for 22% of revenue. For the three months ended June 30, 2014, no customer accounted for more than 10% of revenue. | ||||||||||||||||||||||||
As of March 31, 2014 and June 30, 2014, no customer accounted for more than 10% of accounts receivable. | ||||||||||||||||||||||||
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." ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to the deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company applied this guidance in the current quarter and it did not have a material impact on its statement of operations, financial position, or cash flows. | ||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The Company is currently evaluating the impact of ASU 2014-09. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which it will adopt the standard in 2017. |
Acquisition_Notes
Acquisition (Notes) | 3 Months Ended | |||
Jun. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
ACQUISITION | ' | |||
ACQUISITION | ||||
On July 1, 2013, the Company completed the acquisition of Harris Manufacturing, Inc. and Harris LED, LLC (collectively, "Harris"). Harris was a Florida-based lighting company which engineered, designed, sourced and manufactured energy efficient lighting systems, including fluorescent and LED lighting solutions, and day-lighting products. | ||||
The acquisition of Harris expanded the Company's product lines, including a patent pending LED lighting product designed for commercial office buildings, increased its sales force and provided growth opportunities into markets where the Company had previously not had a strong presence, specifically, new construction, retail store fronts, commercial office and government. | ||||
The acquisition was consummated pursuant to a Stock and Unit Purchase Agreement, dated as of May 22, 2013 ("Purchase Agreement"), by and among Harris, the shareholders and members of Harris ("Harris Shareholders"), and the Company. The acquisition consideration paid to the Harris Shareholders was valued under the Purchase Agreement at an aggregate of $10.0 million, plus an adjustment of approximately $0.2 million to reflect the Company's acquisition of net working capital in excess of a targeted amount, plus an additional $0.6 million for the contingent consideration earn-out value assigned to non-employee Harris shareholders. The aggregate acquisition consideration was paid through a combination of $5.0 million in cash, $3.1 million in a three-year unsecured subordinated promissory note and the issuance of 856,997 shares of unregistered Company common stock. For purposes of the acquisition and the acquisition consideration, the shares of common stock issued in the acquisition of Harris were valued at $2.33 per share, which was the average closing share price as reported on the NYSE MKT for the 45 trading days preceding and the 22 trading days following the execution of the Purchase Agreement. For purposes of applying the purchase accounting provisions of ASC 805, Business Combinations, the shares of common stock issued in the acquisition were valued at $2.41 per share, which was the closing sale price of the Company's common stock as reported on the NYSE MKT on the July 1, 2013, date of acquisition. | ||||
On October 21, 2013, the Company executed a letter agreement amending the Purchase Agreement. The letter agreement established a fixed future consideration of $1.4 million for the previously existing earn-out component of the Purchase Agreement and eliminated the requirement that certain revenue targets must be achieved. Under the letter agreement, on January 2, 2014, the Company issued $0.6 million, or 83,943 shares, of the Company's unregistered common stock. The fixed consideration was determined based upon the existing share calculation at a fair value of $3.80 per common share. On January 2, 2015, the Company will pay $0.8 million in cash to settle all outstanding obligations related to the earn-out component of the Purchase Agreement. | ||||
The Purchase Agreement contained customary representations and warranties, as well as indemnification obligations, and limitations thereon, by the Company and the Harris Shareholders to each other. | ||||
The following table summarizes the consideration paid to the Harris Shareholders and the preliminary fair value allocation of the purchase price (in thousands): | ||||
Consideration paid to Harris Shareholders: | ||||
Cash | $ | 5,000 | ||
Seller provided debt | 3,124 | |||
Shares of Company common stock | 2,065 | |||
Contingent consideration arrangement | 612 | |||
Total consideration paid | $ | 10,801 | ||
Cash and cash equivalents | $ | 8 | ||
Accounts receivable, net | 2,215 | |||
Inventories | 1,633 | |||
Other current assets | 86 | |||
Property, plant and equipment | 117 | |||
Deferred tax asset | 141 | |||
Identifiable intangible assets: | ||||
Customer relationships | 3,600 | |||
Non-competition agreement | 100 | |||
Developed technology | 900 | |||
Trade name and trademarks | 1,900 | |||
Accounts payable | (1,519 | ) | ||
Deferred tax liabilities | (2,263 | ) | ||
Accrued and other liabilities | (526 | ) | ||
Total identifiable net assets | 6,392 | |||
Goodwill | 4,409 | |||
$ | 10,801 | |||
Prior to the amendment discussed above, the contingent consideration arrangement required the Company to pay the Harris Shareholders up to $1.0 million in unregistered shares of the Company's common stock upon Harris' achievement of certain revenue milestones in calendar year 2013 and/or 2014, and, in the case of certain Harris Shareholders who became employees of the Company, their continued employment by the Company. The potential undiscounted amount of all future payments that the Company could have been required to make under the contingent consideration arrangement was between $0 and $1.0 million. The Company recorded $0.6 million for the non-employee Harris Shareholder portion of the contingent consideration liability on the acquisition date. Total contingent consideration of $0.5 million for employee Harris Shareholders will be recorded as compensation expense through the end of calendar 2014. During the three months ended June 30, 2014 , the Company expensed $49 thousand in compensation expense. | ||||
As part of the preliminary purchase price allocation, the Company determined that the separately identifiable intangible assets acquired consisted of customer relationships, developed technology, trademarks and trade names, and non-competition agreements. The intangible asset value was assigned to the Company's U.S. Markets and Engineered Systems segments. | ||||
The separately identifiable intangible assets acquired that do not have an indefinite life are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: | ||||
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 agreements | 5 years | Straight-line | ||
Trade name and trademarks | N/A | Indefinite life | ||
The Company used the income approach to value the customer relationships, developed technology and non-competition agreements. This approach calculates the fair value by discounting the forecasted after-tax cash flows for each intangible asset back to a present value at an appropriate risk-adjusted rate of return. The data for these analyses was the cash flow estimates used to price the transaction. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. | ||||
In estimating the useful lives of the acquired assets, the Company considered ASC 350-30-35, General Intangibles Other Than Goodwill, and reviewed the following factors: the expected use by the combined company of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets, legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the assets. The Company will amortize these intangible assets over their estimated economic useful lives. | ||||
The goodwill of $4.4 million arising from the Harris acquisition consists largely of the synergies and economies of scale expected from combining operations, and, to a lesser extent, the assembled workforce of Harris. The goodwill was assigned to the Company's U.S. Markets and Engineered Systems segments. None of the acquired goodwill is expected to be deductible for tax purposes. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
During the three months ended June 30, 2013 and 2014, the Company purchased good and services from an entity in the amount $8,753 and $6,896, respectively, for which a director of the Company serves as a minority owner and chairman of the board of directors. |
Debt
Debt | 3 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
LONG-TERM DEBT | ' | |||||||
LONG-TERM DEBT | ||||||||
Long-term debt as of March 31, 2014 and June 30, 2014 consisted of the following (in thousands): | ||||||||
31-Mar-14 | 30-Jun-14 | |||||||
Harris seller's note | 2,624 | 2,376 | ||||||
Customer equipment finance notes payable | 2,331 | 1,860 | ||||||
First mortgage note payable | 607 | 585 | ||||||
Debenture payable | 675 | 663 | ||||||
Other long-term debt | 364 | 298 | ||||||
Total long-term debt | 6,601 | 5,782 | ||||||
Less current maturities | (3,450 | ) | (3,187 | ) | ||||
Long-term debt, less current maturities | $ | 3,151 | $ | 2,595 | ||||
Revolving Credit Agreement | ||||||||
The Company has an amended credit agreement (Credit Agreement) with JP Morgan Chase Bank, N.A. (JP Morgan). The Credit Agreement provides for a revolving credit facility (Credit Facility) that matures on August 30, 2014. Borrowings under the Credit Facility are limited to $15.0 million, subject to a borrowing base requirement when the outstanding principal balance of loans under the Credit Facility is greater than $5.0 million. Such commitment includes a $2.0 million sublimit for the issuance of letters of credit. As of June 30, 2014, the Company had no outstanding letters of credit. There were no borrowings outstanding under the Credit Agreement as of March 31, 2014 or June 30, 2014. | ||||||||
The Credit Agreement requires the Company to maintain (i) a ratio of total liabilities to tangible net worth not to exceed 0.50 to 1.00 as of the last day of any fiscal quarter, (ii) average daily unencumbered liquidity of at least $20.0 million during each period of three consecutive business days, (iii) a debt service coverage ratio of greater than 1.25 to 1.00 as of the last day of any fiscal quarter and (iv) a funded debt to earnings before interest, taxes, depreciation and amortization, or EBITDA, ratio of less than 2.5 to 1.0 as of the last day of any fiscal quarter. The Credit Agreement also contains certain restrictions on the ability of the Company to make capital or lease expenditures over prescribed limits, incur additional indebtedness, consolidate or merge, guarantee obligations of third parties, make loans or advances, declare or pay any dividend or distribution on its stock, redeem or repurchase shares of its stock or pledge assets. The Company was not in compliance with its debt service coverage ratio and its funded debt to EBITDA covenants in the Credit Agreement as of June 30, 2014. The Company expects to receive a waiver from JP Morgan for the covenant defaults, although there is no guarantee that it will be able to do so. | ||||||||
The Credit Agreement is secured by a first priority security interest in the Company’s accounts receivable, inventory and general intangibles, and a second priority security interest in the Company’s equipment and fixtures. All OTAs, PPAs, leases, supply agreements and/or similar agreements relating to solar photovoltaic, or PV, and wind turbine systems or facilities, as well as all accounts receivable and assets of the Company related to the foregoing, are excluded from these liens, except to the extent the Company elects to finance any such assets with JP Morgan. | ||||||||
Borrowings under the Credit Agreement bear interest based on LIBOR plus an applicable margin (Applicable Margin), which ranges from 2.0% to 3.0% per annum based on the Company's debt service coverage ratio from time to time. The Company must pay a fee ranging between 0.25% and 0.50% per annum on the average daily unused amount of the Credit Facility (with the amount of such fee based on the Company's debt service coverage ratio from time to time) and a fee in the amount of the Applicable Margin on the daily average face amount of undrawn issued letters of credit. The fee on unused amounts is waived if the Company or its affiliates maintain funds on deposit with JP Morgan or its affiliates above a specified amount. The deposit threshold requirement was met as of June 30, 2014. | ||||||||
OTA Credit Agreement | ||||||||
The Company has a credit agreement with JP Morgan that provided up to $5.0 million that was immediately available to fund completed customer contracts under its OTA finance program. The Company had one year from the date of the commitment to borrow under the credit agreement, which expired on September 30, 2012 for new borrowings. As of June 30, 2014, the Company had $0.7 million outstanding under the credit agreement. The loan amount is collateralized by the OTA-related equipment and the expected future monthly payments under the supporting 30 individual OTA customer contracts. The current loan amount under the credit agreement bears interest at LIBOR plus 4% and matures in December 2016. In August 2013, the Company completed an amendment to the credit agreement making certain changes to the financial covenants requiring the Company to maintain (i) average daily unencumbered liquidity of at least $20.0 million during each period of three consecutive business days, (ii) a debt service coverage ratio of greater than 1.25 to 1.00 as of the last day of any fiscal quarter and (iii) a funded debt to EBITDA ratio of less than 2.5 to 1.0 as of the last day of any fiscal quarter. The Company was not in compliance with its debt service coverage ratio and its funded debt to EBITDA covenants as of June 30, 2014. The Company expects to receive a waiver from JP Morgan for the covenant defaults, although there is no guarantee that it will be able to do so. |
Income_Taxes
Income Taxes | 3 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
INCOME TAXES | ||||||||
The income tax provision for the three months ended June 30, 2014 was determined by applying an estimated annual effective tax rate of (0.3)% to loss before taxes. The estimated effective income tax rate was determined by applying statutory tax rates to pretax loss adjusted for certain permanent book to tax differences and tax credits. As of June 30, 2014, the Company had recorded a valuation allowance of $9.6 million, equaling the net deferred tax asset due to the uncertainty of its realization value in the future. ASC 740, Income Taxes, requires that a deferred tax asset be reduced by a valuation allowance if there is less than a 50% chance that it will be realized. The determination of the realization of deferred tax assets requires considerable judgment. ASC 740 prescribes the consideration of both positive and negative evidence in evaluating the need for a valuation allowance. Negative evidence for the Company includes a cumulative three year operating loss and limited visibility into future earnings. Positive evidence includes the Company's increasing proposal pipeline, recent new national account customer wins and the increase in revenue from light emitting diode, or LED, new products. The Company has determined that the negative evidence outweighs the current positive evidence and has concluded to record a valuation allowance. The estimated effective income tax rate was determined by applying statutory tax rates to pretax income (loss) adjusted for certain permanent book to tax differences and tax credits. | ||||||||
Below is a reconciliation of the statutory federal income tax rate and the effective income tax rate: | ||||||||
Three Months Ended June 30, | ||||||||
2013 | 2014 | |||||||
Statutory federal tax rate | 34 | % | 34 | % | ||||
State taxes, net | 1.9 | % | 3.1 | % | ||||
Federal tax credit | 12.5 | % | 1.6 | % | ||||
State tax credit | 4.1 | % | 0.7 | % | ||||
Change in valuation reserve | (53.0 | )% | (39.6 | )% | ||||
Permanent items | 0.1 | % | — | % | ||||
Change in tax contingency reserve | (0.3 | )% | — | % | ||||
Other, net | (1.0 | )% | (0.1 | )% | ||||
Effective income tax rate | (1.7 | )% | (0.3 | )% | ||||
The Company is eligible for tax benefits associated with the excess of the tax deduction available for exercises of non-qualified stock options, or NQSOs, over the amount recorded at grant. The amount of the benefit is based on the ultimate deduction reflected in the applicable income tax return. Benefits of $13,000 were recorded in fiscal 2014 as a reduction in taxes payable and a credit to additional paid in capital based on the amount that was utilized during the year. Benefits of $0 were recorded for the three months ended June 30, 2014. | ||||||||
As of June 30, 2014, the Company had federal net operating loss carryforwards of approximately $24.6 million, of which $3.8 million are associated with the exercise of NQSOs that have not yet been recognized by the Company. The Company also has state net operating loss carryforwards of approximately $21.9 million, of which $4.6 million are associated with the exercise of NQSOs. The Company also has federal tax credit carryforwards of approximately $1.5 million and state tax credits of $0.5 million. As of June 30, 2014, the Company has recorded a valuation allowance of $9.6 million due to the uncertainty of its realization value in the future. The Company considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that the Company 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. | ||||||||
Uncertain Tax Positions | ||||||||
As of June 30, 2014, the balance of gross unrecognized tax benefits was approximately $0.2 million, all of which would reduce the Company’s effective tax rate if recognized. The Company does not expect this amount to change during fiscal 2015 as none of the issues are currently under examination, the statutes of limitations do not expire within the period, and the Company is not aware of any pending litigation. Due to the existence of net operating loss and credit carryforwards, all years since 2002 are open to examination by tax authorities. | ||||||||
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 as of the date of adoption and are included in the unrecognized tax benefits. For the three months ended June 30, 2013 and 2014, the Company had the following unrecognized tax benefit activity (in thousands): | ||||||||
Three Months Ended June 30, | ||||||||
2013 | 2014 | |||||||
Unrecognized tax benefits as of beginning of period | $ | 188 | $ | 210 | ||||
Additions based on tax positions related to the current period positions | 2 | 2 | ||||||
Unrecognized tax benefits as of end of period | $ | 190 | $ | 212 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Operating Leases and Purchase Commitments | |
The Company leases vehicles, equipment and facility space under operating leases expiring at various dates through 2018. Rent expense under operating leases was $0.3 million and $0.1 million for the three months ended June 30, 2013 and 2014, respectively. The Company enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials are on hand to meet anticipated order volume and customer expectations, as well as for capital expenditures. As of June 30, 2014, the Company had entered into $7.6 million of purchase commitments related to fiscal 2015, including $0.3 million for operating lease commitments, $0.2 million for capital commitments, and $7.1 million for inventory purchase commitments. | |
Litigation | |
The Company is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date hereof, the Company is unable to currently assess whether the final resolution of any of such claims or legal proceedings may have a material adverse effect on the Company. In addition to ordinary-course litigation, the Company is a party to the proceedings described below. | |
In August 2012, the Company received a subpoena issued by the SEC requesting certain documents and information generally related to the financial reporting of its sales of solar photovoltaic systems, among other matters. The Company continues to cooperate with the SEC regarding this non-public, fact-finding inquiry. The SEC has informed the Company that this inquiry should not be construed as an indication that any violations of law have occurred or that the SEC has any negative opinion of any person, entity or security. | |
On March 27, 2014, the Company was named as a defendant in a civil lawsuit filed by Neal R. Verfuerth, the Company's former chief executive officer who was terminated for cause in November 2012, in the United States District Court for the Eastern District of Wisconsin (Green Bay Division). The plaintiff alleges, among other things, that the Company breached certain agreements entered into with the plaintiff, including the plaintiff’s employment agreement, and violated certain laws. The complaint seeks, among other relief, unspecified pecuniary and compensatory damages, fees and such other relief as the court may deem just and proper. The Company believes that the claims are meritless and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint. The Company intends to defend against these claims vigorously. |
Shareholders_Equity
Shareholders' Equity | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
SHAREHOLDERS' EQUITY | ' | |||||||||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||||||
Shareholder Rights Plan | ||||||||||||||||
On January 7, 2009, the Company’s Board of Directors adopted a shareholder rights plan and declared a dividend distribution of one common share purchase right (Right) for each outstanding share of the Company’s common stock. The issuance date for the distribution of the Rights was February 15, 2009 to shareholders of record on February 1, 2009. Each Right entitles the registered holder to purchase from the Company one share of the Company’s common stock at a price of $30.00 per share, subject to adjustment (Purchase Price). | ||||||||||||||||
The Rights will not be exercisable (and will be transferable only with the Company’s common stock) until a “Distribution Date” occurs (or the Rights are earlier redeemed or expire). A Distribution Date generally will occur on the earlier of a public announcement that a person or group of affiliated or associated persons (Acquiring Person) has acquired beneficial ownership of 20% or more of the Company’s outstanding common stock (Shares Acquisition Date) or 10 business days after the commencement of, or the announcement of an intention to make, a tender offer or exchange offer that would result in any such person or group of persons acquiring such beneficial ownership. | ||||||||||||||||
If a person becomes an Acquiring Person, holders of Rights (except as otherwise provided in the shareholder rights plan) will have the right to receive that number of shares of the Company’s common stock having a market value of two times the then-current Purchase Price, and all Rights beneficially owned by an Acquiring Person, or by certain related parties or transferees, will be null and void. If, after a Shares Acquisition Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right (except as otherwise provided in the shareholder rights plan) will thereafter have the right to receive that number of shares of the acquiring company’s common stock which at the time of such transaction will have a market value of two times the then-current Purchase Price. | ||||||||||||||||
Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company. At any time prior to a person becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Unless they are extended or earlier redeemed or exchanged, the Rights will expire on January 7, 2019. | ||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||
In August 2010, the Company’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of the Company are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from the Company up to $20,000 of the Company’s common stock at a purchase price equal to 100% of the closing sale price of the Company’s common stock on the NYSE MKT exchange on the last trading day of each quarter. The ESPP allows for employee loans from the Company, except for Section 16 officers, limited to 20% of an individual’s annual income and no more than $250,000 outstanding at any one time. Interest on the loans is charged at the 10-year loan IRS rate and is payable at the end of each calendar year or upon loan maturity. The loans are secured by a pledge of any and all the Company’s shares purchased by the participant under the ESPP and the Company has full recourse against the employee, including offset against compensation payable. As of March 31, 2013, the Company had halted the loan program. The Company had the following shares issued from treasury as of March 31, 2014 and for the three months ended June 30, 2014: | ||||||||||||||||
Shares Issued Under ESPP | Closing Market | Shares Issued Under Loan | Dollar Value of | Repayment of | ||||||||||||
Plan | Price | Program | Loans Issued | Loans | ||||||||||||
Cumulative through March 31, 2014 | 152,783 | $1.66 - 7.25 | 128,143 | $ | 361,550 | $ | 311,550 | |||||||||
Quarter Ended June 30, 2014 | 383 | $4.07 | — | — | 9,600 | |||||||||||
Total as of June 30, 2014 | 153,166 | $1.66 - 7.25 | 128,143 | $ | 361,550 | $ | 321,150 | |||||||||
Loans issued to employees are reflected on the Company’s balance sheet as a contra-equity account. | ||||||||||||||||
Share Repurchase Program | ||||||||||||||||
In October 2011, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase in aggregate up to a maximum of $1.0 million of the Company’s outstanding common stock. In November 2011, the Company’s Board of Directors approved an increase to the share repurchase program authorizing the Company to repurchase in aggregate up to a maximum of $2.5 million of the Company’s outstanding common stock. In April 2012, the Company’s Board approved another increase to the share repurchase program authorizing the Company to repurchase in aggregate up to a maximum of $7.5 million of the Company’s outstanding common stock. As of June 30, 2014, the Company had repurchased a total of 3.0 million shares of common stock at a cost of $6.8 million under the program. The Company did not purchase any shares during the three months ended June 30, 2014 and does not intend to repurchase any additional common stock under this program in the near-term. |
Stock_Options_Restricted_Share
Stock Options, Restricted Shares and Warrants | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
STOCK OPTIONS, RESTRICTED SHARES AND WARRANTS | ' | |||||||||||||||
STOCK OPTIONS, RESTRICTED SHARES AND WARRANTS | ||||||||||||||||
The Company grants stock options and restricted stock awards under its 2003 Stock Option and 2004 Stock and Incentive Awards Plans (Plans). Under the terms of the Plans, the Company has reserved 13,500,000 shares for issuance to key employees, consultants and directors. The options generally vest and become exercisable ratably between one month and five years although longer and shorter vesting periods have been used in certain circumstances. Exercisability of the options granted to employees are generally contingent on the employees’ continued employment and non-vested options are subject to forfeiture if employment terminates for any reason. Options under the Plans have a maximum life of 10 years. In the past, the Company has granted both ISOs and NQSOs, although in July 2008, the Company adopted a policy of thereafter only granting NQSOs. In fiscal 2011, the Company converted all of its existing ISO awards to NQSO awards. No consideration was given to the employees for their voluntary conversion of ISO awards. Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under the Company’s non-employee director compensation program. The Plans also provide to certain employees accelerated vesting in the event of certain changes of control of the Company as well as under other special circumstances. | ||||||||||||||||
In June 2012, the Compensation Committee of the Board of Directors approved the issuance of restricted shares under the Plans to key employees to provide an opportunity for such employees to earn long-term equity incentive awards. In May 2013, the Compensation Committee of the Board of Directors changed the Company's long-term equity incentive grant policy so that only restricted shares are issued to all employees under the Plans. The restricted shares are settled in Company stock when the restriction period ends. Compensation cost for restricted shares granted to employees is recognized ratably over the vesting term, which is between three to five years. Settlement of the shares is contingent on the employees’ continued employment and non-vested shares are subject to forfeiture if employment terminates for any reason. For the three months ended June 30, 2014, an aggregate of 220,371 of restricted shares were granted valued at a price per share between $4.20 and $7.23, which was the closing market price as of each grant date. | ||||||||||||||||
For the three months ended June 30, 2013 and 2014, the Company issued 13,714 and 6,846 shares under the Plans to certain non-employee directors who elected to receive stock awards in lieu of cash compensation. The shares were valued at $2.41 per share to $4.20 per share, the closing market price as of the issuance dates. | ||||||||||||||||
The following amounts of stock-based compensation were recorded (in thousands): | ||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
Cost of product revenue | $ | 20 | $ | 12 | ||||||||||||
General and administrative | 221 | 345 | ||||||||||||||
Sales and marketing | 126 | 65 | ||||||||||||||
Research and development | 3 | 5 | ||||||||||||||
Total | $ | 370 | $ | 427 | ||||||||||||
As of June 30, 2014, compensation cost related to non-vested common stock-based compensation, excluding restricted share awards, amounted to $1.2 million over a remaining weighted average expected term of 6.2 years. | ||||||||||||||||
The following table summarizes information with respect to the Plans: | ||||||||||||||||
Outstanding Awards | ||||||||||||||||
Shares | Number | Weighted | Weighted | Aggregate | ||||||||||||
Available for | of Shares | Average | Average | Intrinsic | ||||||||||||
Grant | Exercise | Remaining | Value | |||||||||||||
Price | Contractual | |||||||||||||||
Term (in years) | ||||||||||||||||
Balance at March 31, 2014 | 1,291,996 | 2,716,317 | $ | 3.43 | 6.32 | |||||||||||
Granted stock options | — | — | ||||||||||||||
Granted shares | (92,566 | ) | — | — | ||||||||||||
Restricted shares | (136,151 | ) | — | — | ||||||||||||
Forfeited restricted shares | 30,665 | — | — | |||||||||||||
Forfeited stock options | 57,100 | (57,100 | ) | 3.98 | ||||||||||||
Exercised | — | (84,133 | ) | 2.5 | ||||||||||||
Balance at June 30, 2014 | 1,151,044 | 2,575,084 | $ | 3.44 | 6.23 | $ | 3,070,790 | |||||||||
Exercisable at June 30, 2014 | 1,650,175 | $ | 4 | 5.52 | $ | 1,529,106 | ||||||||||
The aggregate intrinsic value represents the total pre-tax intrinsic value, which is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s closing common stock price of $4.07 as of June 30, 2014. | ||||||||||||||||
A summary of the status of the Company’s outstanding non-vested stock options as of June 30, 2014 was as follows: | ||||||||||||||||
Non-vested at March 31, 2014 | 1,129,377 | |||||||||||||||
Granted | — | |||||||||||||||
Vested | (147,368 | ) | ||||||||||||||
Forfeited | (57,100 | ) | ||||||||||||||
Non-vested at June 30, 2014 | 924,909 | |||||||||||||||
During the first three months of fiscal 2015, the Company granted restricted shares as follows (which are included in the above stock plan activity tables): | ||||||||||||||||
Balance at March 31, 2014 | 539,204 | |||||||||||||||
Shares issued | 221,871 | |||||||||||||||
Shares vested | (71,320 | ) | ||||||||||||||
Shares forfeited | (30,665 | ) | ||||||||||||||
Shares outstanding at June 30, 2014 | 659,090 | |||||||||||||||
Per share price on grant date | $1.80 - 7.23 | |||||||||||||||
Compensation expense for the three months ended June 30, 2014 | $ | 211,719 | ||||||||||||||
As of June 30, 2014, the weighted average grant-date fair value of restricted shares granted was $3.62. | ||||||||||||||||
As of June 30, 2014, the amount of deferred stock-based compensation expense related to grants of restricted shares, to be recognized over a remaining period of 3.3 years, was approximately $2.1 million. | ||||||||||||||||
The Company has previously issued warrants in connection with various private placement stock offerings and services rendered. The warrants grant the holder the option to purchase common stock at specified prices for a specified period of time. No warrants were issued in fiscal 2014 or during the three months ended June 30, 2014. | ||||||||||||||||
A summary of outstanding warrants at June 30, 2014 follows: | ||||||||||||||||
Number of | Exercise Price | Expiration | ||||||||||||||
Shares | ||||||||||||||||
Balance at March 31, 2014 | 38,980 | $ | 2.25 | Fiscal 2015 | ||||||||||||
Balance at June 30, 2014 | 38,980 | $ | 2.25 | Fiscal 2015 | ||||||||||||
Segments
Segments | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENTS | ' | |||||||||||||||
SEGMENTS | ||||||||||||||||
The Company has realigned its organizational structure which resulted in the identification of new operating segments for the purpose of making operational decisions and assessing financial performance effective, on a prospective basis, beginning on April 1, 2014. | ||||||||||||||||
The descriptions of the Company’s segments and their summary financial information are presented below. | ||||||||||||||||
U.S. Markets | ||||||||||||||||
The U.S. Markets Division sells lighting solutions into the wholesale markets. | ||||||||||||||||
Engineered Systems | ||||||||||||||||
The Engineered Systems Division sells lighting products and construction and engineering services direct to end users. The Engineered Systems Division will also complete the construction management services related to existing contracted solar PV projects. | ||||||||||||||||
Distribution Services | ||||||||||||||||
The Distribution Services Division sells lighting products internationally and is developing a network of broad line distributors. | ||||||||||||||||
Corporate and Other | ||||||||||||||||
Corporate and Other is comprised of operating expenses not directly allocated to the Company’s segments and adjustments to reconcile to consolidated results, which primarily include intercompany eliminations. | ||||||||||||||||
Revenues | Operating Income (Loss) | |||||||||||||||
For the Three Months Ended June 30, | For the Three Months Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Segments: | ||||||||||||||||
U.S. Markets | $ | 14,593 | $ | 8,365 | $ | 137 | $ | (1,082 | ) | |||||||
Engineered Systems | 6,259 | 4,768 | 214 | (1,633 | ) | |||||||||||
Distribution Services | — | 180 | — | (68 | ) | |||||||||||
Corporate and Other | — | — | (1,180 | ) | (1,569 | ) | ||||||||||
$ | 20,852 | $ | 13,313 | $ | (829 | ) | $ | (4,352 | ) | |||||||
Total Assets | Deferred Revenue | |||||||||||||||
31-Mar-14 | 30-Jun-14 | 31-Mar-14 | 30-Jun-14 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Segments: | ||||||||||||||||
U.S Markets. | $ | 36,340 | $ | 34,243 | $ | 244 | $ | 222 | ||||||||
Engineered Systems | 28,309 | 27,489 | 1,686 | 1,449 | ||||||||||||
Distribution Services | — | 383 | — | — | ||||||||||||
Corporate and Other | 34,291 | 29,895 | — | — | ||||||||||||
$ | 98,940 | $ | 92,010 | $ | 1,930 | $ | 1,671 | |||||||||
The Company’s revenue and long-lived assets outside the United States are insignificant. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transaction that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has reviewed events occurring through the date the financial statements were issued and noted no subsequent event requiring accrual or disclosure. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
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, 2015 or other interim periods. | ||||||||||||||||||||||||
The condensed consolidated balance sheet at March 31, 2014 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, 2014 filed with the Securities and Exchange Commission on June 13, 2014. | ||||||||||||||||||||||||
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, 2014 and June 30, 2014 were as follows (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 470 | — | — | 470 | — | 470 | ||||||||||||||||||
Total | $ | 958 | $ | — | $ | — | $ | 958 | $ | 488 | $ | 470 | ||||||||||||
30-Jun-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 471 | — | — | 471 | — | 471 | ||||||||||||||||||
Total | $ | 959 | $ | — | $ | — | $ | 959 | $ | 488 | $ | 471 | ||||||||||||
As of March 31, 2014 and June 30, 2014, 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, 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 June 30, 2014 (in thousands): | ||||||||||||||||||||||||
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 | $ | 1,895 | $ | 80 | $ | 201 | $ | 281 | $ | 2,176 | ||||||||||||||
Lease balances included in consolidated accounts receivable—long-term | 1,259 | — | — | — | 1,259 | |||||||||||||||||||
Total gross sales-type leases | 3,154 | 80 | 201 | 281 | 3,435 | |||||||||||||||||||
Allowance | (2 | ) | (2 | ) | (93 | ) | (95 | ) | (97 | ) | ||||||||||||||
Total net sales-type leases | $ | 3,152 | $ | 78 | $ | 108 | $ | 186 | $ | 3,338 | ||||||||||||||
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 no impairment of the receivables for the sales-type leases. | ||||||||||||||||||||||||
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 9 to 24 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, 2014 and June 30, 2014, the Company had inventory obsolescence reserves of $2.5 million and $2.1 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. | ||||||||||||||||||||||||
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. | ||||||||||||||||||||||||
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 as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Land and land improvements | $ | 1,480 | $ | 1,480 | ||||||||||||||||||||
Buildings | 14,405 | 14,425 | ||||||||||||||||||||||
Furniture, fixtures and office equipment | 10,713 | 10,723 | ||||||||||||||||||||||
Leasehold improvements | 46 | 46 | ||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 4,997 | 4,997 | ||||||||||||||||||||||
Plant equipment | 10,103 | 10,155 | ||||||||||||||||||||||
Construction in progress | 60 | 67 | ||||||||||||||||||||||
41,804 | 41,893 | |||||||||||||||||||||||
Less: accumulated depreciation and amortization | (18,669 | ) | (19,226 | ) | ||||||||||||||||||||
Net property and equipment | $ | 23,135 | $ | 22,667 | ||||||||||||||||||||
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: | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 20 years | |||||||||||||||||||||||
Plant equipment | 3-10 years | |||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||||
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: | ||||||||||||||||||||||||
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 agreements | 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 Company realigned its organizational structure as a result of a new business strategy. In connection with the reorganization, the Company evaluated its historical operating segments (Energy Management Division and Engineered Systems Division) in relation to GAAP and identified new operating segments: (i) U.S. Markets, (ii) Orion Engineered Systems, (iii) Orion Distribution Services and (iv) Corporate and Other. The new operating segments became effective, on a prospective basis, beginning April 1, 2014. The Company's operating segments are also its reporting units (for goodwill assessment purposes) and reporting segments (for financial reporting purposes). In connection with the identification of the new operating segments, the Company allocated goodwill from the historical reporting units to the new reporting units using a relative fair market approach. See Note J “Segment Reporting” for additional information. | ||||||||||||||||||||||||
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%. | ||||||||||||||||||||||||
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 prepaid licensing costs, deferred costs for a long-term contract, long-term security deposits, and deferred financing costs. Other long-term assets include $33,000 and $27,000 of deferred financing costs as of March 31, 2014 and June 30, 2014, 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 and Other | ||||||||||||||||||||||||
Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, accrued acquisition liabilities, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1.0 million and $0.5 million of accrued project costs as of March 31, 2014 and June 30, 2014, 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. | ||||||||||||||||||||||||
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: | ||||||||||||||||||||||||
• | persuasive evidence of an arrangement exists; | |||||||||||||||||||||||
• | delivery has occurred and title has passed to the customer; | |||||||||||||||||||||||
• | the sales price is fixed and determinable and no further obligation exists; and | |||||||||||||||||||||||
• | 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 establishes 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 June 30, 2014, the Company had a valuation allowance of $9.6 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 three months ended June 30, 2013 and 2014, there were no realized tax benefits from the exercise of stock options. | ||||||||||||||||||||||||
Stock Option Plans | ' | |||||||||||||||||||||||
Stock Option Grants | ||||||||||||||||||||||||
The Company did not issue any stock options during the three months ended June 30, 2014. The fair value of each option grant during the three months ended June 30, 2013 and 2014 was determined using the assumptions in the following table: | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Weighted average expected term | 4.1 years | N/A | ||||||||||||||||||||||
Risk-free interest rate | 0.8 | % | N/A | |||||||||||||||||||||
Expected volatility | 73.3 | % | N/A | |||||||||||||||||||||
Expected forfeiture rate | 21.4 | % | 20.3 | % | ||||||||||||||||||||
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 and restricted shares vested. 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. The effect of net income (loss) per common share is calculated based upon the following shares (in thousands except share amounts): | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Net income (loss) (in thousands) | $ | (781 | ) | $ | (4,359 | ) | ||||||||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted-average common shares outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Weighted-average effect of assumed conversion of stock options, warrants and restricted shares | — | — | ||||||||||||||||||||||
Weighted-average common shares and common share equivalents outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Net income (loss) per common share: | ||||||||||||||||||||||||
Basic | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
Diluted | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: | ||||||||||||||||||||||||
30-Jun-13 | 30-Jun-14 | |||||||||||||||||||||||
Common stock options | 3,459,091 | 2,575,084 | ||||||||||||||||||||||
Restricted shares | 270,788 | 659,090 | ||||||||||||||||||||||
Common stock warrants | 38,980 | 38,980 | ||||||||||||||||||||||
Total | 3,768,859 | 3,273,154 | ||||||||||||||||||||||
Concentration of Credit Risk and Other Risks and Uncertainties | ' | |||||||||||||||||||||||
Concentration of Credit Risk and Other Risks and Uncertainties | ||||||||||||||||||||||||
The Company purchases components necessary for its lighting products, including ballasts and lamps, from multiple suppliers. For the three months ended June 30, 2013 and June 30, 2014, no supplier accounted for more than 10% of total cost of revenue. | ||||||||||||||||||||||||
The Company purchases its solar panels from multiple suppliers. For the three months ended June 30, 2013, purchases from one supplier accounted for 13% of total cost of revenue. For the three months ended June 30, 2014, no supplier accounted for more than 10% of total cost of revenue. | ||||||||||||||||||||||||
For the three months ended June 30, 2013, one customer accounted for 22% of revenue. For the three months ended June 30, 2014, no customer accounted for more than 10% of revenue. | ||||||||||||||||||||||||
As of March 31, 2014 and June 30, 2014, 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." ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to the deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company applied this guidance in the current quarter and it did not have a material impact on its statement of operations, financial position, or cash flows. | ||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The Company is currently evaluating the impact of ASU 2014-09. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which it will adopt the standard in 2017. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Amortized cost and fair value of short-term investments, with gross unrealized gains and losses | ' | |||||||||||||||||||||||
The amortized cost and fair value of short-term investments, with gross unrealized gains and losses, as of March 31, 2014 and June 30, 2014 were as follows (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 470 | — | — | 470 | — | 470 | ||||||||||||||||||
Total | $ | 958 | $ | — | $ | — | $ | 958 | $ | 488 | $ | 470 | ||||||||||||
30-Jun-14 | ||||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | Cash and Cash | Short-term | |||||||||||||||||||
Cost | Gains | Losses | Equivalents | Investments | ||||||||||||||||||||
Money market funds | $ | 488 | $ | — | $ | — | $ | 488 | $ | 488 | $ | — | ||||||||||||
Bank certificate of deposit | 471 | — | — | 471 | — | 471 | ||||||||||||||||||
Total | $ | 959 | $ | — | $ | — | $ | 959 | $ | 488 | $ | 471 | ||||||||||||
Credit quality of the Company's financing receivables using Aging Analysis | ' | |||||||||||||||||||||||
Aging Analysis as of June 30, 2014 (in thousands): | ||||||||||||||||||||||||
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 | $ | 1,895 | $ | 80 | $ | 201 | $ | 281 | $ | 2,176 | ||||||||||||||
Lease balances included in consolidated accounts receivable—long-term | 1,259 | — | — | — | 1,259 | |||||||||||||||||||
Total gross sales-type leases | 3,154 | 80 | 201 | 281 | 3,435 | |||||||||||||||||||
Allowance | (2 | ) | (2 | ) | (93 | ) | (95 | ) | (97 | ) | ||||||||||||||
Total net sales-type leases | $ | 3,152 | $ | 78 | $ | 108 | $ | 186 | $ | 3,338 | ||||||||||||||
Inventories | ' | |||||||||||||||||||||||
Inventories were comprised of the following as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Raw materials and components | $ | 6,894 | $ | 7,467 | ||||||||||||||||||||
Work in process | 880 | 695 | ||||||||||||||||||||||
Finished goods | 4,016 | 2,696 | ||||||||||||||||||||||
$ | 11,790 | $ | 10,858 | |||||||||||||||||||||
Property and equipment | ' | |||||||||||||||||||||||
Property and equipment were comprised of the following as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Land and land improvements | $ | 1,480 | $ | 1,480 | ||||||||||||||||||||
Buildings | 14,405 | 14,425 | ||||||||||||||||||||||
Furniture, fixtures and office equipment | 10,713 | 10,723 | ||||||||||||||||||||||
Leasehold improvements | 46 | 46 | ||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 4,997 | 4,997 | ||||||||||||||||||||||
Plant equipment | 10,103 | 10,155 | ||||||||||||||||||||||
Construction in progress | 60 | 67 | ||||||||||||||||||||||
41,804 | 41,893 | |||||||||||||||||||||||
Less: accumulated depreciation and amortization | (18,669 | ) | (19,226 | ) | ||||||||||||||||||||
Net property and equipment | $ | 23,135 | $ | 22,667 | ||||||||||||||||||||
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 | |||||||||||||||||||||||
Equipment leased to customers under Power Purchase Agreements | 20 years | |||||||||||||||||||||||
Plant equipment | 3-10 years | |||||||||||||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||||||||||||
The components of, and changes in, the carrying amount of other intangible assets were as follows as of the dates set forth below (in thousands): | ||||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||
Patents | $ | 2,362 | $ | (784 | ) | $ | 2,410 | $ | (818 | ) | ||||||||||||||
Licenses | 58 | (58 | ) | 58 | (58 | ) | ||||||||||||||||||
Trade name and trademarks | 1,942 | — | 1,943 | — | ||||||||||||||||||||
Customer relationships | 3,600 | (535 | ) | 3,600 | (815 | ) | ||||||||||||||||||
Developed technology | 900 | (19 | ) | 900 | (36 | ) | ||||||||||||||||||
Non-competition agreements | 100 | (15 | ) | 100 | (20 | ) | ||||||||||||||||||
Total | $ | 8,962 | $ | (1,411 | ) | $ | 9,011 | $ | (1,747 | ) | ||||||||||||||
The change in the carrying value of goodwill during fiscal 2014 was as follows (in thousands): | ||||||||||||||||||||||||
Balance at March 31, 2013 | — | |||||||||||||||||||||||
Acquisition of Harris | 4,409 | |||||||||||||||||||||||
Balance at March 31, 2014 | 4,409 | |||||||||||||||||||||||
There was no change in the carrying value of goodwill for the three months ended June 30, 2014. Goodwill was allocated to each operating segment during the three months ended June 30, 2014 as follows (in thousands): | ||||||||||||||||||||||||
U.S. Markets | Orion Engineered Systems | Orion Distribution Services | Corporate and Other | Total | ||||||||||||||||||||
Goodwill at June 30, 2014 | $ | 2,371 | $ | 2,038 | $ | — | $ | — | $ | 4,409 | ||||||||||||||
The components of, and changes in, the carrying amount of other intangible assets were as follows as of the dates set | ||||||||||||||||||||||||
Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: | ||||||||||||||||||||||||
Patents | 10-17 years | Straight-line | ||||||||||||||||||||||
Licenses | 7-13 years | Straight-line | ||||||||||||||||||||||
Customer relationships | 5-8 years | Accelerated based upon the pattern of economic benefits consumed | ||||||||||||||||||||||
Developed technology | 8 years | Accelerated based upon the pattern of economic benefits consumed | ||||||||||||||||||||||
Non-competition agreements | 5 years | Straight-line | ||||||||||||||||||||||
The estimated amortization expense for each of the next five years is shown below (in thousands): | ||||||||||||||||||||||||
Fiscal 2015 | $ | 1,050 | ||||||||||||||||||||||
Fiscal 2016 | 1,223 | |||||||||||||||||||||||
Fiscal 2017 | 880 | |||||||||||||||||||||||
Fiscal 2018 | 604 | |||||||||||||||||||||||
Fiscal 2019 | 428 | |||||||||||||||||||||||
Fiscal 2020 | 343 | |||||||||||||||||||||||
Thereafter | 793 | |||||||||||||||||||||||
Total | $ | 5,321 | ||||||||||||||||||||||
Due from the third party finance company in future periods | ' | |||||||||||||||||||||||
As of June 30, 2014, the following amounts were due from the third party finance company in future periods (in thousands): | ||||||||||||||||||||||||
Fiscal 2015 | $ | 649 | ||||||||||||||||||||||
Fiscal 2016 | 309 | |||||||||||||||||||||||
Fiscal 2017 | 9 | |||||||||||||||||||||||
Total gross financed receivable | 967 | |||||||||||||||||||||||
Less: amount above to be collected during the next 12 months | (649 | ) | ||||||||||||||||||||||
Less: amount representing interest | (82 | ) | ||||||||||||||||||||||
Net long-term receivable | $ | 236 | ||||||||||||||||||||||
Changes in warranty accrual | ' | |||||||||||||||||||||||
Changes in the Company’s warranty accrual were as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Beginning of period | $ | 284 | $ | 263 | ||||||||||||||||||||
Provision (benefit) to product cost of revenue | 149 | 32 | ||||||||||||||||||||||
Charges | (146 | ) | (42 | ) | ||||||||||||||||||||
End of period | $ | 287 | $ | 253 | ||||||||||||||||||||
Fair value of each option grant | ' | |||||||||||||||||||||||
The Company did not issue any stock options during the three months ended June 30, 2014. The fair value of each option grant during the three months ended June 30, 2013 and 2014 was determined using the assumptions in the following table: | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Weighted average expected term | 4.1 years | N/A | ||||||||||||||||||||||
Risk-free interest rate | 0.8 | % | N/A | |||||||||||||||||||||
Expected volatility | 73.3 | % | N/A | |||||||||||||||||||||
Expected forfeiture rate | 21.4 | % | 20.3 | % | ||||||||||||||||||||
Summary of the effect of net income per common share | ' | |||||||||||||||||||||||
The effect of net income (loss) per common share is calculated based upon the following shares (in thousands except share amounts): | ||||||||||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||||||||||
2013 | 2014 | |||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Net income (loss) (in thousands) | $ | (781 | ) | $ | (4,359 | ) | ||||||||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted-average common shares outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Weighted-average effect of assumed conversion of stock options, warrants and restricted shares | — | — | ||||||||||||||||||||||
Weighted-average common shares and common share equivalents outstanding | 20,173,743 | 21,669,120 | ||||||||||||||||||||||
Net income (loss) per common share: | ||||||||||||||||||||||||
Basic | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
Diluted | $ | (0.04 | ) | $ | (0.20 | ) | ||||||||||||||||||
Number of potentially dilutive securities | ' | |||||||||||||||||||||||
The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: | ||||||||||||||||||||||||
30-Jun-13 | 30-Jun-14 | |||||||||||||||||||||||
Common stock options | 3,459,091 | 2,575,084 | ||||||||||||||||||||||
Restricted shares | 270,788 | 659,090 | ||||||||||||||||||||||
Common stock warrants | 38,980 | 38,980 | ||||||||||||||||||||||
Total | 3,768,859 | 3,273,154 | ||||||||||||||||||||||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | |||
Jun. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Consideration Paid and the Preliminary Fair Value Allocation of the Purchase Price | ' | |||
The following table summarizes the consideration paid to the Harris Shareholders and the preliminary fair value allocation of the purchase price (in thousands): | ||||
Consideration paid to Harris Shareholders: | ||||
Cash | $ | 5,000 | ||
Seller provided debt | 3,124 | |||
Shares of Company common stock | 2,065 | |||
Contingent consideration arrangement | 612 | |||
Total consideration paid | $ | 10,801 | ||
Cash and cash equivalents | $ | 8 | ||
Accounts receivable, net | 2,215 | |||
Inventories | 1,633 | |||
Other current assets | 86 | |||
Property, plant and equipment | 117 | |||
Deferred tax asset | 141 | |||
Identifiable intangible assets: | ||||
Customer relationships | 3,600 | |||
Non-competition agreement | 100 | |||
Developed technology | 900 | |||
Trade name and trademarks | 1,900 | |||
Accounts payable | (1,519 | ) | ||
Deferred tax liabilities | (2,263 | ) | ||
Accrued and other liabilities | (526 | ) | ||
Total identifiable net assets | 6,392 | |||
Goodwill | 4,409 | |||
$ | 10,801 | |||
Identifiable Intangible Assets Acquired | ' | |||
The separately identifiable intangible assets acquired that do not have an indefinite life are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: | ||||
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 agreements | 5 years | Straight-line | ||
Trade name and trademarks | N/A | Indefinite life |
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term debt | ' | |||||||
Long-term debt as of March 31, 2014 and June 30, 2014 consisted of the following (in thousands): | ||||||||
31-Mar-14 | 30-Jun-14 | |||||||
Harris seller's note | 2,624 | 2,376 | ||||||
Customer equipment finance notes payable | 2,331 | 1,860 | ||||||
First mortgage note payable | 607 | 585 | ||||||
Debenture payable | 675 | 663 | ||||||
Other long-term debt | 364 | 298 | ||||||
Total long-term debt | 6,601 | 5,782 | ||||||
Less current maturities | (3,450 | ) | (3,187 | ) | ||||
Long-term debt, less current maturities | $ | 3,151 | $ | 2,595 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Reconciliation of the statutory federal income tax rate and the effective income tax rate | ' | |||||||
Below is a reconciliation of the statutory federal income tax rate and the effective income tax rate: | ||||||||
Three Months Ended June 30, | ||||||||
2013 | 2014 | |||||||
Statutory federal tax rate | 34 | % | 34 | % | ||||
State taxes, net | 1.9 | % | 3.1 | % | ||||
Federal tax credit | 12.5 | % | 1.6 | % | ||||
State tax credit | 4.1 | % | 0.7 | % | ||||
Change in valuation reserve | (53.0 | )% | (39.6 | )% | ||||
Permanent items | 0.1 | % | — | % | ||||
Change in tax contingency reserve | (0.3 | )% | — | % | ||||
Other, net | (1.0 | )% | (0.1 | )% | ||||
Effective income tax rate | (1.7 | )% | (0.3 | )% | ||||
Unrecognized tax benefit activity | ' | |||||||
For the three months ended June 30, 2013 and 2014, the Company had the following unrecognized tax benefit activity (in thousands): | ||||||||
Three Months Ended June 30, | ||||||||
2013 | 2014 | |||||||
Unrecognized tax benefits as of beginning of period | $ | 188 | $ | 210 | ||||
Additions based on tax positions related to the current period positions | 2 | 2 | ||||||
Unrecognized tax benefits as of end of period | $ | 190 | $ | 212 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Employee stock purchase plan activity | ' | |||||||||||||||
The Company had the following shares issued from treasury as of March 31, 2014 and for the three months ended June 30, 2014: | ||||||||||||||||
Shares Issued Under ESPP | Closing Market | Shares Issued Under Loan | Dollar Value of | Repayment of | ||||||||||||
Plan | Price | Program | Loans Issued | Loans | ||||||||||||
Cumulative through March 31, 2014 | 152,783 | $1.66 - 7.25 | 128,143 | $ | 361,550 | $ | 311,550 | |||||||||
Quarter Ended June 30, 2014 | 383 | $4.07 | — | — | 9,600 | |||||||||||
Total as of June 30, 2014 | 153,166 | $1.66 - 7.25 | 128,143 | $ | 361,550 | $ | 321,150 | |||||||||
Stock_Options_Restricted_Share1
Stock Options, Restricted Shares and Warrants (Tables) | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-based compensation | ' | |||||||||||||||
The following amounts of stock-based compensation were recorded (in thousands): | ||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
Cost of product revenue | $ | 20 | $ | 12 | ||||||||||||
General and administrative | 221 | 345 | ||||||||||||||
Sales and marketing | 126 | 65 | ||||||||||||||
Research and development | 3 | 5 | ||||||||||||||
Total | $ | 370 | $ | 427 | ||||||||||||
Summary of share based payment awards | ' | |||||||||||||||
The following table summarizes information with respect to the Plans: | ||||||||||||||||
Outstanding Awards | ||||||||||||||||
Shares | Number | Weighted | Weighted | Aggregate | ||||||||||||
Available for | of Shares | Average | Average | Intrinsic | ||||||||||||
Grant | Exercise | Remaining | Value | |||||||||||||
Price | Contractual | |||||||||||||||
Term (in years) | ||||||||||||||||
Balance at March 31, 2014 | 1,291,996 | 2,716,317 | $ | 3.43 | 6.32 | |||||||||||
Granted stock options | — | — | ||||||||||||||
Granted shares | (92,566 | ) | — | — | ||||||||||||
Restricted shares | (136,151 | ) | — | — | ||||||||||||
Forfeited restricted shares | 30,665 | — | — | |||||||||||||
Forfeited stock options | 57,100 | (57,100 | ) | 3.98 | ||||||||||||
Exercised | — | (84,133 | ) | 2.5 | ||||||||||||
Balance at June 30, 2014 | 1,151,044 | 2,575,084 | $ | 3.44 | 6.23 | $ | 3,070,790 | |||||||||
Exercisable at June 30, 2014 | 1,650,175 | $ | 4 | 5.52 | $ | 1,529,106 | ||||||||||
Summary of outstanding non-vested stock options | ' | |||||||||||||||
A summary of the status of the Company’s outstanding non-vested stock options as of June 30, 2014 was as follows: | ||||||||||||||||
Non-vested at March 31, 2014 | 1,129,377 | |||||||||||||||
Granted | — | |||||||||||||||
Vested | (147,368 | ) | ||||||||||||||
Forfeited | (57,100 | ) | ||||||||||||||
Non-vested at June 30, 2014 | 924,909 | |||||||||||||||
Summary of restricted shares granted | ' | |||||||||||||||
During the first three months of fiscal 2015, the Company granted restricted shares as follows (which are included in the above stock plan activity tables): | ||||||||||||||||
Balance at March 31, 2014 | 539,204 | |||||||||||||||
Shares issued | 221,871 | |||||||||||||||
Shares vested | (71,320 | ) | ||||||||||||||
Shares forfeited | (30,665 | ) | ||||||||||||||
Shares outstanding at June 30, 2014 | 659,090 | |||||||||||||||
Per share price on grant date | $1.80 - 7.23 | |||||||||||||||
Compensation expense for the three months ended June 30, 2014 | $ | 211,719 | ||||||||||||||
Summary of outstanding warrants exercise price | ' | |||||||||||||||
A summary of outstanding warrants at June 30, 2014 follows: | ||||||||||||||||
Number of | Exercise Price | Expiration | ||||||||||||||
Shares | ||||||||||||||||
Balance at March 31, 2014 | 38,980 | $ | 2.25 | Fiscal 2015 | ||||||||||||
Balance at June 30, 2014 | 38,980 | $ | 2.25 | Fiscal 2015 | ||||||||||||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment reporting information | ' | |||||||||||||||
Corporate and Other is comprised of operating expenses not directly allocated to the Company’s segments and adjustments to reconcile to consolidated results, which primarily include intercompany eliminations. | ||||||||||||||||
Revenues | Operating Income (Loss) | |||||||||||||||
For the Three Months Ended June 30, | For the Three Months Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Segments: | ||||||||||||||||
U.S. Markets | $ | 14,593 | $ | 8,365 | $ | 137 | $ | (1,082 | ) | |||||||
Engineered Systems | 6,259 | 4,768 | 214 | (1,633 | ) | |||||||||||
Distribution Services | — | 180 | — | (68 | ) | |||||||||||
Corporate and Other | — | — | (1,180 | ) | (1,569 | ) | ||||||||||
$ | 20,852 | $ | 13,313 | $ | (829 | ) | $ | (4,352 | ) | |||||||
Total Assets | Deferred Revenue | |||||||||||||||
31-Mar-14 | 30-Jun-14 | 31-Mar-14 | 30-Jun-14 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Segments: | ||||||||||||||||
U.S Markets. | $ | 36,340 | $ | 34,243 | $ | 244 | $ | 222 | ||||||||
Engineered Systems | 28,309 | 27,489 | 1,686 | 1,449 | ||||||||||||
Distribution Services | — | 383 | — | — | ||||||||||||
Corporate and Other | 34,291 | 29,895 | — | — | ||||||||||||
$ | 98,940 | $ | 92,010 | $ | 1,930 | $ | 1,671 | |||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Cash and Cash Equiv) (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Amortized cost and fair value of short-term investments, with gross unrealized gains and losses | ' | ' |
Amortized Cost | $959 | $958 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 959 | 958 |
Cash and Cash Equivalents | 488 | 488 |
Short-term Investments | 471 | 470 |
Money market funds [Member] | ' | ' |
Amortized cost and fair value of short-term investments, with gross unrealized gains and losses | ' | ' |
Amortized Cost | 488 | 488 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 488 | 488 |
Cash and Cash Equivalents | 488 | 488 |
Short-term Investments | 0 | 0 |
Bank certificate of deposit [Member] | ' | ' |
Amortized cost and fair value of short-term investments, with gross unrealized gains and losses | ' | ' |
Amortized Cost | 471 | 470 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 471 | 470 |
Cash and Cash Equivalents | 0 | 0 |
Short-term Investments | $471 | $470 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Financing Receivables) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Mar. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Lease Receivable Provision Write-Off | $0 | $76,000 |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Allowance | -264,000 | -384,000 |
Total net sales-type leases | 13,651,000 | 15,098,000 |
Not past due [Member] | ' | ' |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Lease balances included in consolidated accounts receivable - current | 1,895,000 | ' |
Lease balances included in consolidated accounts receivable - long-term | 1,259,000 | ' |
Total gross sales-type leases | 3,154,000 | ' |
Allowance | -2,000 | ' |
Total net sales-type leases | 3,152,000 | ' |
1-90 days past due [Member] | ' | ' |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Lease balances included in consolidated accounts receivable - current | 80,000 | ' |
Lease balances included in consolidated accounts receivable - long-term | 0 | ' |
Total gross sales-type leases | 80,000 | ' |
Allowance | -2,000 | ' |
Total net sales-type leases | 78,000 | ' |
Greater than 90 days past due [Member] | ' | ' |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Lease balances included in consolidated accounts receivable - current | 201,000 | ' |
Lease balances included in consolidated accounts receivable - long-term | 0 | ' |
Total gross sales-type leases | 201,000 | ' |
Allowance | -93,000 | ' |
Total net sales-type leases | 108,000 | ' |
Total past due [Member] | ' | ' |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Lease balances included in consolidated accounts receivable - current | 281,000 | ' |
Lease balances included in consolidated accounts receivable - long-term | 0 | ' |
Total gross sales-type leases | 281,000 | ' |
Allowance | -95,000 | ' |
Total net sales-type leases | 186,000 | ' |
Total sales-type leases [Member] | ' | ' |
Credit quality of the Company's financing receivables using Aging Analysis | ' | ' |
Lease balances included in consolidated accounts receivable - current | 2,176,000 | ' |
Lease balances included in consolidated accounts receivable - long-term | 1,259,000 | ' |
Total gross sales-type leases | 3,435,000 | ' |
Allowance | -97,000 | ' |
Total net sales-type leases | $3,338,000 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Inventories) (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials and components | $7,467 | $6,894 |
Work in process | 695 | 880 |
Finished goods | 2,696 | 4,016 |
Total | $10,858 | $11,790 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Prop Plant and Equip) (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property and equipment | ' | ' |
Property plant and equipment gross | $41,893 | $41,804 |
Less: accumulated depreciation and amortization | -19,226 | -18,669 |
Net property and equipment | 22,667 | 23,135 |
Land and land improvements [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 1,480 | 1,480 |
Buildings and building improvements [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 14,425 | 14,405 |
Furniture, fixtures and office equipment [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 10,723 | 10,713 |
Leasehold improvements [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 46 | 46 |
Equipment leased to customers under Power Purchase Agreements [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 4,997 | 4,997 |
Plant equipment [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | 10,155 | 10,103 |
Construction in progress [Member] | ' | ' |
Property and equipment | ' | ' |
Property plant and equipment gross | $67 | $60 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (PPE Useful Lives) (Details) | 3 Months Ended |
Jun. 30, 2014 | |
Land improvements [Member] | Maximum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '15 years |
Land improvements [Member] | Minimum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '10 years |
Buildings and building improvements [Member] | Maximum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '39 years |
Buildings and building improvements [Member] | Minimum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '3 years |
Leasehold improvements [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment estimated useful life | 'Shorter of asset life or life of lease |
Furniture, fixtures and office equipment [Member] | Maximum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '10 years |
Furniture, fixtures and office equipment [Member] | Minimum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '2 years |
Equipment Leased to Other Party [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '20 years |
Plant equipment [Member] | Maximum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '10 years |
Plant equipment [Member] | Minimum [Member] | ' |
Depreciation using the straight-line method | ' |
Property, plant and equipment, useful life | '3 years |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | $9,011 | $8,962 |
Accumulated amortization | -1,747 | -1,411 |
Intangible assets, estimated economic useful life | '7 years 2 months 4 days | ' |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ' | ' |
Fiscal 2015 | 1,050 | ' |
Fiscal 2016 | 1,223 | ' |
Fiscal 2017 | 880 | ' |
Fiscal 2018 | 604 | ' |
Fiscal 2019 | 428 | ' |
Fiscal 2020 | 343 | ' |
Thereafter | 793 | ' |
Total | 5,321 | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill, beginning of period | 4,409 | 0 |
Goodwill, acquired during period | ' | 4,409 |
Goodwill. end of period | 4,409 | 4,409 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 2,410 | 2,362 |
Accumulated amortization | -818 | -784 |
Patents [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '10 years | ' |
Patents [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '17 years | ' |
Licenses [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 58 | 58 |
Accumulated amortization | -58 | -58 |
Licenses [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '7 years | ' |
Licenses [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '13 years | ' |
Trade Name and Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 1,943 | 1,942 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 3,600 | 3,600 |
Accumulated amortization | -815 | -535 |
Customer Relationships [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '5 years | ' |
Customer Relationships [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated economic useful life | '8 years | ' |
Developed Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 900 | 900 |
Accumulated amortization | -36 | -19 |
Intangible assets, estimated economic useful life | '8 years | ' |
Non-competition Agreement [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 100 | 100 |
Accumulated amortization | -20 | -15 |
Intangible assets, estimated economic useful life | '5 years | ' |
U.S. Markets [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill. end of period | 2,371 | ' |
Engineered Systems [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill. end of period | 2,038 | ' |
Distribution Services [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill. end of period | 0 | ' |
Corporate and Other [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill. end of period | $0 | ' |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (LT Receivables) (Details) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Due from the third party finance company in future periods | ' |
Fiscal 2015 | $649 |
Fiscal 2016 | 309 |
Fiscal 2017 | 9 |
Total gross financed receivable | 967 |
Less: amount above to be collected during the next 12 months | -649 |
Less: amount representing interest | -82 |
Net long-term receivable | $236 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Warranty Accrual) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' | ' |
Beginning of period | $263 | $284 |
Provision to product cost of revenue | 32 | 149 |
Charges | -42 | -146 |
End of period | $253 | $287 |
Recovered_Sheet2
Summary of Significant Accounting Policies (Stock Option Assumptions) (Details) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Fair value of each option grant | ' | ' |
Weighted average expected term | ' | '4 years 1 month |
Risk-free interest rate | ' | 0.80% |
Expected volatility | ' | 73.30% |
Expected forfeiture rate | 20.30% | 21.40% |
Recovered_Sheet3
Summary of Significant Accounting Policies (EPS) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' |
Net loss | ($4,359) | ($781) |
Denominator: | ' | ' |
Weighted-average common shares outstanding (in shares) | 21,669,120 | 20,173,743 |
Weighted-average effect of assumed conversion of stock options and warrants | ' | 0 |
Weighted-average common shares outstanding (in shares) | 21,669,120 | 20,173,743 |
Net income (loss) per common share: | ' | ' |
Basic net income (loss) per share attributable to common shareholders (in dollars per share) | ($0.20) | ($0.04) |
Diluted net income (loss) per share (in dollars per share) | ($0.20) | ($0.04) |
Recovered_Sheet4
Summary of Significant Accounting Policies (Dilutive Securities) (Details) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Number of potentially dilutive securities | ' | ' |
Total | 3,273,154 | 3,768,859 |
Common stock options [Member] | ' | ' |
Number of potentially dilutive securities | ' | ' |
Total | 2,575,084 | 3,459,091 |
Restricted shares [Member] | ' | ' |
Number of potentially dilutive securities | ' | ' |
Total | 659,090 | 270,788 |
Common stock warrants [Member] | ' | ' |
Number of potentially dilutive securities | ' | ' |
Total | 38,980 | 38,980 |
Recovered_Sheet5
Summary of Significant Accounting Policies (Concentration Risk) (Details) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | |
Sales Revenue, Services, Net [Member] | Sales Revenue, Services, Net [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Cost of Sales [Member] | Cost of Sales [Member] | Customer 1 [Member] | |
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | |
customer | customer | customer | customer | customer | customer | Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 13.00% | 22.00% |
Concentration risk, number of entities involved in risk calculation | 0 | 1 | 0 | 0 | 0 | 1 | ' |
Recovered_Sheet6
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Accounts receivable are due, Minimum period | '30 days | ' | ' | ' |
Accounts receivable are due, Maximum period | '60 days | ' | ' | ' |
Lease receivable provision write-off | $0 | $76,000 | ' | ' |
Inventory obsolescence reserve | 2,100,000 | 2,500,000 | ' | ' |
Deferred contract costs | 130,000 | 742,000 | ' | ' |
Long-term receivables from OTA contracts present value of the future cash flows discounted rate, minimum | 8.80% | ' | ' | ' |
Long-term receivables from OTA contracts present value of the future cash flows discounted rate, maximum | 11.00% | ' | ' | ' |
Deferred financing costs | 27,000 | 33,000 | ' | ' |
Deferred financing costs amortized over useful life of debt issue minimum | '1 year | ' | ' | ' |
Deferred financing costs amortized over useful life of debt issue maximum | '10 years | ' | ' | ' |
Accrued project costs | 500,000 | 1,000,000 | ' | ' |
Limited warranty term | '1 year | ' | ' | ' |
Solar power systems completion period minimum | '3 months | ' | ' | ' |
Solar power systems completion period maximum | '15 months | ' | ' | ' |
Power purchase agreement product revenue is recognized term | '10 years | ' | ' | ' |
Deferred tax assets valuation allowance | 9,600,000 | ' | ' | ' |
Excess tax benefits from stock-based compensation | 0 | ' | 13,000,000 | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Unbilled receivables | 2,100,000 | 2,800,000 | ' | ' |
Warranty Accrual | ' | ' | ' | ' |
Product warranty accrual | 253,000 | 263,000 | 284,000 | 287,000 |
Engineered Systems [Member] | ' | ' | ' | ' |
Warranty Accrual | ' | ' | ' | ' |
Product warranty accrual | $100,000 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Length of time of inventory usage considered for inventory reserve | '9 months | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Length of time of inventory usage considered for inventory reserve | '24 months | ' | ' | ' |
Acquisition_Acquisition_Agreem
Acquisition (Acquisition Agreement) (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jan. 02, 2014 | Jul. 02, 2013 | Oct. 21, 2013 | 22-May-13 | Jan. 02, 2015 | |
Harris [Member] | Harris [Member] | Harris [Member] | Harris [Member] | Scenario, Forecast [Member] | |||
Harris [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement, value | ' | ' | ' | ' | ' | $10,000,000 | ' |
Purchase agreement, potential adjustment, amount | ' | ' | ' | 200,000 | ' | ' | ' |
Contingent consideration earn-out value | ' | ' | ' | 600,000 | ' | ' | ' |
Acquisition consideration, cash | ' | ' | ' | 5,000,000 | ' | ' | ' |
Acquisition consideration, debt | ' | ' | ' | 3,124,000 | ' | ' | ' |
Acquisition consideration, shares | ' | ' | 83,943 | 856,997 | ' | ' | ' |
Acquisition consideration, share price (per share) | ' | ' | ' | $2.33 | ' | ' | ' |
Acquisition share price determination, trading days before purchase agreement | ' | ' | ' | '45 days | ' | ' | ' |
Acquisition share price determination, trading days after purchase agreement | ' | ' | ' | '22 days | ' | ' | ' |
Purchase accounting provisions, share price (per share) | ' | ' | ' | $2.41 | ' | ' | ' |
Business Combination, Fixed Future Consideration, Amount | ' | ' | ' | ' | 1,400,000 | ' | ' |
Shares of Company common stock | ' | ' | 600,000 | 2,065,000 | ' | ' | ' |
Business Combination, Fixed Future Consideration, Shares, Price Per Share | ' | ' | $3.80 | ' | ' | ' | ' |
Business Combination, Fixed Future Consideration, Cash | ' | ' | ' | ' | ' | ' | 800,000 |
Acquisition related costs | $22,000 | $0 | ' | ' | ' | ' | ' |
Acquisition_Consideration_Paid
Acquisition (Consideration Paid) (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 02, 2014 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 |
In Thousands, unless otherwise specified | Harris [Member] | Harris [Member] | Harris [Member] | Harris [Member] | Harris [Member] | Harris [Member] | |||
Customer Relationships [Member] | Non-competition Agreement [Member] | Developed Technology [Member] | Trade Name and Trademarks [Member] | ||||||
Consideration paid to Harris Shareholders: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' |
Seller provided debt | ' | ' | ' | ' | 3,124 | ' | ' | ' | ' |
Shares of Company common stock | ' | ' | ' | 600 | 2,065 | ' | ' | ' | ' |
Contingent consideration arrangement | ' | ' | ' | ' | 612 | ' | ' | ' | ' |
Total consideration paid | ' | ' | ' | ' | 10,801 | ' | ' | ' | ' |
Preliminary fair value allocation of the purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | 8 | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | ' | 2,215 | ' | ' | ' | ' |
Inventories | ' | ' | ' | ' | 1,633 | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | 86 | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | 117 | ' | ' | ' | ' |
Deferred tax asset | ' | ' | ' | ' | 141 | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | ' | ' | ' | 3,600 | 100 | 900 | 1,900 |
Accounts payable | ' | ' | ' | ' | -1,519 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | -2,263 | ' | ' | ' | ' |
Accrued and other liabilities | ' | ' | ' | ' | -526 | ' | ' | ' | ' |
Total identifiable net assets | ' | ' | ' | ' | 6,392 | ' | ' | ' | ' |
Goodwill | 4,409 | 4,409 | 0 | ' | 4,409 | ' | ' | ' | ' |
Assets acquired, goodwill, and liabilities assumed, net | ' | ' | ' | ' | $10,801 | ' | ' | ' | ' |
Acquisition_Contingent_Conside
Acquisition (Contingent Consideration) (Details) (USD $) | 3 Months Ended | |
Jun. 30, 2014 | Jul. 02, 2013 | |
Harris [Member] | ||
Business Acquisition [Line Items] | ' | ' |
Contingent consideration maximum amount of liability | ' | $1,000,000 |
Contingent consideration minimum amount of liability | ' | 0 |
Contingent consideration, recorded liability | ' | 600,000 |
Contingent consideration, liability to be recorded | ' | 500,000 |
Contingent consideration, reduction in liability during period | $49,000 | ' |
Acquisition_Identifiable_Intan
Acquisition (Identifiable Intangible Assets Acquired) (Details) | 3 Months Ended | 0 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | |
Customer Relationships [Member] | Customer Relationships [Member] | Developed Technology [Member] | Non-competition Agreement [Member] | Harris [Member] | Harris [Member] | Harris [Member] | Harris [Member] | ||
Minimum [Member] | Maximum [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Developed Technology [Member] | Non-competition Agreement [Member] | ||||
Minimum [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, estimated economic useful life | '7 years 2 months 4 days | '5 years | '8 years | '8 years | '5 years | '5 years | '8 years | '8 years | '5 years |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Entity that Current Director Owns Minority Interest and Serves as Board of Directors Chairman [Member], USD $) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Entity that Current Director Owns Minority Interest and Serves as Board of Directors Chairman [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Purchases from related party | $6,896 | $8,753 |
Debt_Details
Debt (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Long-term debt | ' | ' |
Total long-term debt | $5,782 | $6,601 |
Less current maturities | -3,187 | -3,450 |
Long-term debt, less current maturities | 2,595 | 3,151 |
Harris Seller's Note [Member] | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | 2,376 | 2,624 |
Customer equipment finance notes payable [Member] | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | 1,860 | 2,331 |
First mortgage note payable [Member] | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | 585 | 607 |
Debenture payable [Member] | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | 663 | 675 |
Other long-term debt [Member] | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | $298 | $364 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | |||||||
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | September 2011 OTA Finance Program [Member] | |
Minimum [Member] | Maximum [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | contract | ||||
Minimum [Member] | Maximum [Member] | ||||||||
Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | $15,000,000 | ' | ' | ' | $5,000,000 | ' | ' | ' | ' |
Maximum borrowing capacity before subject to borrowing base requirements | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit for the Company's account in the aggregate principal amount | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings by the company under credit agreement | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Total liabilities to tangible net worth ratio, minimum | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily unencumbered liquidity required | 20,000,000 | ' | ' | ' | 20,000,000 | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Number of Consecutive Business Days During Each Period of Average Daily Unencumbered Liquidity Required | '3 days | ' | ' | ' | '3 days | ' | ' | ' | ' |
Debt Service Coverage Ratio Minimum | 1.25 | ' | ' | ' | 1.25 | ' | ' | ' | ' |
Funded Debt to EBITDA Ratio Minimum | 2.5 | ' | ' | ' | 2.5 | ' | ' | ' | ' |
Spread on basis rate | ' | ' | ' | ' | ' | 2.00% | 3.00% | 4.00% | ' |
Average daily unused amount of the credit facility fee rate | ' | ' | 0.25% | 0.50% | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | $700,000 |
Number of Supporting Individual OTA Customer Contracts | ' | ' | ' | ' | ' | ' | ' | ' | 30 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Reconciliation of the statutory federal income tax rate and the effective income tax rate | ' | ' |
Statutory federal tax rate | 34.00% | 34.00% |
State taxes, net | 3.10% | 1.90% |
Federal tax credit | 1.60% | 12.50% |
State tax credit | 0.70% | 4.10% |
Change in valuation reserve | -39.60% | -53.00% |
Permanent items | 0.00% | 0.10% |
Change in tax contingency reserve | 0.00% | -0.30% |
Other, net | -0.10% | -1.00% |
Effective income tax rate | -0.30% | -1.70% |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ' | ' |
Unrecognized tax benefits as of beginning of period | $210 | $188 |
Additions based on tax positions related to the current period positions | 2 | 2 |
Unrecognized tax benefits as of end of period | $212 | $190 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
Estimated annual effective tax rate | -0.30% | -1.70% | ' | ' |
Excess tax benefits from stock-based compensation | $0 | ' | $13,000,000 | ' |
Valuation allowance | 9,600,000 | ' | ' | ' |
Unrecognized tax benefits | 212,000 | 190,000 | 188,000 | 210,000 |
Domestic Country [Member] | ' | ' | ' | ' |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
Operating loss carryforwards | 24,600,000 | ' | ' | ' |
Exercise of NQSOs | 3,800,000 | ' | ' | ' |
Tax credit carryforwards | 1,500,000 | ' | ' | ' |
State And Local Jurisdiction [Member] | ' | ' | ' | ' |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
Operating loss carryforwards | 21,900,000 | ' | ' | ' |
Exercise of NQSOs | 4,600,000 | ' | ' | ' |
Tax credit carryforwards | $500,000 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Long-term Purchase Commitment [Line Items] | ' | ' |
Rent expense under operating leases | $0.10 | $0.30 |
Non-cancellable purchase commitments | 7.6 | ' |
Operating lease commitments | 0.3 | ' |
Capital commitment | 0.2 | ' |
Inventories [Member] | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' |
Purchase obligations | $7.10 | ' |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 3 Months Ended | 44 Months Ended | 46 Months Ended |
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | |
Shares issued from treasury | ' | ' | ' |
Shares Issued Under ESPP Plan | 383 | 152,783 | 153,166 |
Closing Market Price | $4.07 | ' | ' |
Shares Issued Under Loan Program | 0 | 128,143 | ' |
Shares Issued Under Loan Program, Total | ' | ' | 128,143 |
Dollar Value of Loans Issued | $0 | $361,550 | ' |
Dollar Value of Loans Issued, Total | ' | ' | 361,550 |
Repayment of Loans | 9,600 | 311,550 | ' |
Repayment of Loans, Total | ' | ' | $321,150 |
Minimum [Member] | ' | ' | ' |
Shares issued from treasury | ' | ' | ' |
Closing Market Price | ' | $1.66 | ' |
Closing Market Price, Total | ' | ' | $1.66 |
Maximum [Member] | ' | ' | ' |
Shares issued from treasury | ' | ' | ' |
Closing Market Price | ' | $7.25 | ' |
Closing Market Price, Total | ' | ' | $7.25 |
Shareholders_Equity_Details_Te
Shareholders' Equity (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 33 Months Ended | ||||
Jun. 30, 2014 | Aug. 31, 2010 | Feb. 15, 2009 | Apr. 30, 2012 | Nov. 30, 2011 | Oct. 31, 2011 | Jun. 30, 2014 | |
October 2011 [Member] | October 2011 [Member] | October 2011 [Member] | October 2011 [Member] | ||||
Stockholders' Equity Note [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by each right | ' | ' | 1 | ' | ' | ' | ' |
Right issue share price | ' | ' | $30 | ' | ' | ' | ' |
Rights Distribution Date, Trigger, Number of Business Days After Commencement or Offer | '10 days | ' | ' | ' | ' | ' | ' |
Minimum subscription percentage | 20.00% | ' | ' | ' | ' | ' | ' |
Share acquisition percentage | 50.00% | ' | ' | ' | ' | ' | ' |
Prior to a person becoming an Acquiring Person, the Board of Directors of the Company's redemption Rate on per Right Shares | ' | ' | $0.00 | ' | ' | ' | ' |
Employee stock purchase plan authorized | ' | 2,500,000 | ' | ' | ' | ' | ' |
Maximum amount limit for ESPP per employee | $20,000 | ' | ' | ' | ' | ' | ' |
Purchase price to market price matching percentage | 100.00% | ' | ' | ' | ' | ' | ' |
Sec 16 Officers limit percentage on ESPP based on annual income | 20.00% | ' | ' | ' | ' | ' | ' |
Sec 16 officers maximum limit on ESPP in amounts | 250,000 | ' | ' | ' | ' | ' | ' |
Interest loans charged period | '10 years | ' | ' | ' | ' | ' | ' |
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Maximum authorized repurchase of shares | ' | ' | ' | ' | ' | 1,000,000 | ' |
Increase in maximum authorized repurchase of shares with respect to outstanding common stock | ' | ' | ' | 7,500,000 | 2,500,000 | ' | ' |
Total number of shares repurchased | ' | ' | ' | ' | ' | ' | 3,000,000 |
Cost of repurchased shares | ' | ' | ' | ' | ' | ' | $6,800,000 |
Stock_Options_Restricted_Share2
Stock Options, Restricted Shares and Warrants (Details) (USD $) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation | ' | ' |
Total | $427,000 | $370,000 |
Cost of product revenue [Member] | ' | ' |
Stock-based compensation | ' | ' |
Total | 12,000 | 20,000 |
General and administrative [Member] | ' | ' |
Stock-based compensation | ' | ' |
Total | 345,000 | 221,000 |
Sales and marketing [Member] | ' | ' |
Stock-based compensation | ' | ' |
Total | 65,000 | 126,000 |
Research and development [Member] | ' | ' |
Stock-based compensation | ' | ' |
Total | $5,000 | $3,000 |
Stock_Options_Restricted_Share3
Stock Options, Restricted Shares and Warrants (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | ' | ' |
Shares Available for Grant, Beginning Balance | 1,291,996 | ' |
Shares Available for Grant, Granted to Non-Employee | -92,566 | ' |
Shares Available for Grant, Ending Balance | 1,151,044 | 1,291,996 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Number of Shares, Beginning Balance | 2,716,317 | ' |
Number of Shares, Granted | 0 | ' |
Number of Shares, Forfeited | -57,100 | ' |
Number of Shares, Exercised | -84,133 | ' |
Number of Shares, Ending Balance | 2,575,084 | 2,716,317 |
Number of Shares, Exercisable | 1,650,175 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Weighted Average Exercise Price, Beginning Balance (in dollars per share) | $3.43 | ' |
Weighted Average Exercise Price, Granted Stock Options (in dollars per share) | ' | ' |
Weighted Average Exercise Price, Forfeited (in dollars per share) | $3.98 | ' |
Weighted Average Exercise Price, Exercised (in dollars per share) | $2.50 | ' |
Weighted Average Exercise Price, Ending Balance (in dollars per share) | $3.44 | $3.43 |
Weighted Average Exercise Price, Exercisable Ending Balance (in dollars per share) | $4 | ' |
Weighted Average Remaining Contractual Term | '6 years 2 months 23 days | '6 years 3 months 25 days |
Weighted Average Remaining Contractual Term | '5 years 6 months 7 days | ' |
Aggregate Intrinsic Value, Ending Balance (in dollars) | $3,070,790 | ' |
Aggregate Intrinsic Value (in dollars) | $1,529,106 | ' |
Common stock options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | ' | ' |
Shares Available for Grant, Granted to Employee | 0 | ' |
Shares Available for Grant, Forfeited | 57,100 | ' |
Restricted shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | ' | ' |
Shares Available for Grant, Granted to Employee | -136,151 | ' |
Shares Available for Grant, Forfeited | 30,665 | ' |
Stock_Options_Restricted_Share4
Stock Options, Restricted Shares and Warrants (Details 2) | 3 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Non-vested at March 31, 2014 | 924,909 | 1,129,377 |
Granted | 0 | ' |
Vested | -147,368 | ' |
Forfeited | -57,100 | ' |
Non-vested at June 30, 2014 | 924,909 | 1,129,377 |
Stock_Options_Restricted_Share5
Stock Options, Restricted Shares and Warrants (Details 3) (USD $) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Summary of restricted shares granted to key employees | ' | ' |
Compensation expense | $427,000 | $370,000 |
Restricted shares [Member] | ' | ' |
Summary of restricted shares granted to key employees | ' | ' |
Balance at March 31, 2014 | 539,204 | ' |
Shares issued | 221,871 | ' |
Shares vested | -71,320 | ' |
Shares forfeited | -30,665 | ' |
Shares outstanding at June 30, 2014 | 659,090 | ' |
Weighted-average per share price on grant date | $3.62 | ' |
Compensation expense | $211,719 | ' |
Restricted shares [Member] | Maximum [Member] | ' | ' |
Summary of restricted shares granted to key employees | ' | ' |
Weighted-average per share price on grant date | $7.23 | ' |
Restricted shares [Member] | Minimum [Member] | ' | ' |
Summary of restricted shares granted to key employees | ' | ' |
Weighted-average per share price on grant date | $1.80 | ' |
Stock_Options_Restricted_Share6
Stock Options, Restricted Shares and Warrants (Details 4) | Jun. 30, 2014 | Mar. 31, 2014 |
Summary of outstanding warrants exercise price | ' | ' |
Number of Warrants | 38,980 | 38,980 |
Exercise Price | 2.25 | 2.25 |
Stock_Options_Restricted_Share7
Stock Options, Restricted Shares and Warrants (Details Textual) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Maximum life of option under the plan | '10 years | ' |
Compensation cost related to non-vested common stock-based compensation | 1.2 | ' |
Recognition of compensation cost for restricted shares | '6 years 2 months | ' |
Common stock closing price | 4.07 | ' |
Minimum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Recognition of compensation cost for restricted shares | '3 years | ' |
Maximum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Recognition of compensation cost for restricted shares | '5 years | ' |
2003 Stock Option [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Reserved shares for issuance to key employees | 13,500,000 | ' |
2003 Stock Option and 2004 Stock and Incentive Awards Plans [Member] | Minimum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Vesting period | '1 month | ' |
2003 Stock Option and 2004 Stock and Incentive Awards Plans [Member] | Maximum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Vesting period | '5 years | ' |
Restricted shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average per share price on grant date | 3.62 | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Shares issued | 220,371 | ' |
Restricted shares granted | 221,871 | ' |
Deferred stock-based compensation related to grants of restricted shares, period of recognition | '3 years 3 months | ' |
Deferred stock-based compensation related to grants of restricted shares | 2.1 | ' |
Restricted shares [Member] | Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average per share price on grant date | 1.8 | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Weighted-average per share price on grant date | 4.2 | ' |
Restricted shares [Member] | Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average per share price on grant date | 7.23 | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Weighted-average per share price on grant date | 7.23 | ' |
Non-Employee Director [Member] | 2004 Stock and Incentive Awards Plan [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Grant of shares to consultant as part of consulting compensation agreement | 6,846 | 13,714 |
Non-Employee Director [Member] | 2004 Stock and Incentive Awards Plan [Member] | Minimum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Securities Issued Valuation Price Per Share | ' | 2.41 |
Non-Employee Director [Member] | 2004 Stock and Incentive Awards Plan [Member] | Maximum [Member] | ' | ' |
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Securities Issued Valuation Price Per Share | 4.2 | ' |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Corporate and Other | ' | ' |
Revenues | $13,313 | $20,852 |
Operating Income (Loss) | -4,352 | -829 |
U.S. Markets [Member] | ' | ' |
Corporate and Other | ' | ' |
Revenues | 8,365 | 14,593 |
Operating Income (Loss) | -1,082 | 137 |
Engineered Systems [Member] | ' | ' |
Corporate and Other | ' | ' |
Revenues | 4,768 | 6,259 |
Operating Income (Loss) | -1,633 | 214 |
Distribution Services [Member] | ' | ' |
Corporate and Other | ' | ' |
Revenues | 180 | 0 |
Operating Income (Loss) | -68 | 0 |
Corporate and Other [Member] | ' | ' |
Corporate and Other | ' | ' |
Revenues | ' | ' |
Operating Income (Loss) | ($1,569) | ($1,180) |
Segments_Details_1
Segments (Details 1) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Corporate and Other | ' | ' |
Total Assets | $92,010 | $98,940 |
Deferred Revenue | 1,671 | 1,930 |
U.S. Markets [Member] | ' | ' |
Corporate and Other | ' | ' |
Total Assets | 34,243 | 36,340 |
Deferred Revenue | 222 | 244 |
Engineered Systems [Member] | ' | ' |
Corporate and Other | ' | ' |
Total Assets | 27,489 | 28,309 |
Deferred Revenue | 1,449 | 1,686 |
Distribution Services [Member] | ' | ' |
Corporate and Other | ' | ' |
Total Assets | 383 | 0 |
Deferred Revenue | 0 | 0 |
Corporate and Other [Member] | ' | ' |
Corporate and Other | ' | ' |
Total Assets | 29,895 | 34,291 |
Deferred Revenue | ' | ' |