Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation |
The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications |
Where appropriate, certain reclassifications were made to prior years' financial statements to conform to the current year presentation. |
Use of Estimates |
The preparation of financial statements in conformity with Generally Accepted Accounting Principles, or 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 2015 were as follows (in thousands): |
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31-Mar-14 |
| Amortized | | Unrealized | | Unrealized | | Fair Value | | Cash and Cash | | Short-Term |
Cost | Gains | Losses | Equivalents | Investments |
Money market funds | $ | 488 | | | $ | — | | | $ | — | | | $ | 488 | | | $ | 488 | | | $ | — | |
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Bank certificate of deposit | 470 | | | — | | | — | | | 470 | | | — | | | 470 | |
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Total | $ | 958 | | | $ | — | | | $ | — | | | $ | 958 | | | $ | 488 | | | $ | 470 | |
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31-Mar-15 |
| Amortized | | Unrealized | | Unrealized | | Fair Value | | Cash and Cash | | Short-Term |
Cost | Gains | Losses | Equivalents | Investments |
Money market funds | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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Bank certificate of deposit | — | | | — | | | — | | | — | | | — | | | — | |
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Total | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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As of March 31, 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 |
Substantially all 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: |
Age Analysis as of March 31, 2014 (in thousands): |
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| Not Past Due | | 1-90 days | | Greater than 90 | | Total past due | | Total sales-type | | | | |
past due | days past due | leases | | | | |
Lease balances included in consolidated accounts receivable—current | $ | 2,067 | | | $ | 137 | | | $ | 149 | | | $ | 286 | | | $ | 2,353 | | | | | |
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Lease balances included in consolidated accounts receivable—long-term | 1,662 | | | — | | | — | | | — | | | 1,662 | | | | | |
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Total gross sales-type leases | 3,729 | | | 137 | | | 149 | | | 286 | | | 4,015 | | | | | |
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Allowance | (3 | ) | | (3 | ) | | (88 | ) | | (91 | ) | | (94 | ) | | | | |
Total net sales-type leases | $ | 3,726 | | | $ | 134 | | | $ | 61 | | | $ | 195 | | | $ | 3,921 | | | | | |
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Age Analysis as of March 31, 2015 (in thousands): |
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| Not Past Due | | 1-90 days | | Greater than 90 | | Total past due | | Total sales-type | | | | |
past due | days past due | leases | | | | |
Lease balances included in consolidated accounts receivable—current | $ | 1,346 | | | $ | 47 | | | $ | 186 | | | $ | 233 | | | $ | 1,579 | | | | | |
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Lease balances included in consolidated accounts receivable—long-term | 398 | | | — | | | — | | | — | | | 398 | | | | | |
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Total gross sales-type leases | 1,744 | | | 47 | | | 186 | | | 233 | | | 1,977 | | | | | |
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Allowance | (12 | ) | | (3 | ) | | (141 | ) | | (144 | ) | | (156 | ) | | | | |
Total net sales-type leases | $ | 1,732 | | | $ | 44 | | | $ | 45 | | | $ | 89 | | | $ | 1,821 | | | | | |
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Allowance for Credit Losses on Financing Receivables |
The Company’s allowance for credit losses is based on management’s assessment of the collectability of customer accounts. A considerable amount of judgment is required in order to make this assessment including a detailed analysis of the aging of the lease receivables and the current credit worthiness of the Company's customers and an analysis of historical bad debts and other adjustments. If there is a deterioration of a major customer’s credit worthiness or 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’s provision for write-offs and credit losses against the OTA sales-type lease receivable balances in fiscal 2014 and fiscal 2015, respectively, was as follows: |
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| Balance at | | Provisions | | Write offs | | Balance at | | | | | | | |
beginning of | charged to | and other | end of | | | | | | | |
period | expense | | period | | | | | | | |
March 31, | (in Thousands) | | | | | | | |
2014 | Allowance for Doubtful Accounts on financing receivables | $ | 74 | | | $ | 96 | | | $ | 76 | | | $ | 94 | | | | | | | | |
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2015 | Allowance for Doubtful Accounts on financing receivables | $ | 94 | | | $ | 62 | | | $ | — | | | $ | 156 | | | | | | | | |
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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 2015, the Company had inventory obsolescence reserves of $2.5 million and $1.6 million, respectively. |
Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue. |
Inventories were comprised of the following (in thousands): |
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| 31-Mar-14 | | 31-Mar-15 | | | | | | | | | | | | | | | | |
Raw materials and components | $ | 6,894 | | | $ | 8,474 | | | | | | | | | | | | | | | | | |
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Work in process | 880 | | | 1,588 | | | | | | | | | | | | | | | | | |
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Finished goods | 4,016 | | | 4,221 | | | | | | | | | | | | | | | | | |
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| $ | 11,790 | | | $ | 14,283 | | | | | | | | | | | | | | | | | |
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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. Deferred costs amounted to $0.7 million and $0.1 million as of March 31, 2014 and March 31, 2015, 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 $1.7 million of unbilled accounts receivable as of March 31, 2014 and March 31, 2015, respectively. Prepaid expenses and other current assets also includes $1.0 million of assets held for sale as of March 31, 2014 for an asset that was sold during fiscal 2015. |
Property and Equipment |
Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are expensed as incurred. Properties sold, or otherwise disposed of, are removed from the property accounts, with gains or losses on disposal credited or charged to income from operations. |
The Company periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets’ carrying amount to determine if a write down to market value is required. No write downs were recorded in fiscal 2013. In fiscal 2014, an impairment charge of $0.2 million was recorded. In fiscal 2015, an impairment charge of $1.0 million was recorded in connection with the assessment of carrying costs related to the wireless controls product offering. |
Property and equipment were comprised of the following (in thousands): |
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| March 31, 2014 | | March 31, 2015 | | | | | | | | | | | | | | | | |
Land and land improvements | $ | 1,480 | | | $ | 1,511 | | | | | | | | | | | | | | | | | |
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Buildings and building improvements | 14,405 | | | 14,441 | | | | | | | | | | | | | | | | | |
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Furniture, fixtures and office equipment | 10,713 | | | 8,600 | | | | | | | | | | | | | | | | | |
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Leasehold improvements | 46 | | | 148 | | | | | | | | | | | | | | | | | |
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Equipment leased to customers under Power Purchase Agreements | 4,997 | | | 4,997 | | | | | | | | | | | | | | | | | |
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Plant equipment | 10,103 | | | 11,084 | | | | | | | | | | | | | | | | | |
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Construction in progress | 60 | | | 379 | | | | | | | | | | | | | | | | | |
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| 41,804 | | | 41,160 | | | | | | | | | | | | | | | | | |
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Less: accumulated depreciation and amortization | (18,669 | ) | | (19,937 | ) | | | | | | | | | | | | | | | | |
Net property and equipment | $ | 23,135 | | | $ | 21,223 | | | | | | | | | | | | | | | | | |
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The Company has no equipment under capital leases. |
Depreciation is provided over the estimated useful lives of the respective assets, using the straight-line method. The Company recorded depreciation expense of $4.3 million, $3.8 million and $2.9 million for the years ended March 31, 2013, 2014 and 2015, respectively. Depreciable lives by asset category are as follows: |
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Land improvements | 10-15 years | | | | | | | | | | | | | | | | | | | | | | |
Buildings and building improvements | 3-39 years | | | | | | | | | | | | | | | | | | | | | | |
Furniture, fixtures and office equipment | 2-10 years | | | | | | | | | | | | | | | | | | | | | | |
Leasehold improvements | Shorter of asset life or life of lease | | | | | | | | | | | | | | | | | | | | | | |
Equipment leased to customers under Power Purchase Agreements | 20 years | | | | | | | | | | | | | | | | | | | | | | |
Plant equipment | 3-10 years | | | | | | | | | | | | | | | | | | | | | | |
No interest was capitalized for construction in progress during fiscal 2014 or fiscal 2015. |
Goodwill and Other Intangible Assets |
The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill and intangible assets with indefinite lives are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: |
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Patents | 10-17 years | Straight-line | | | | | | | | | | | | | | | | | | | | | |
Licenses | 7-13 years | Straight-line | | | | | | | | | | | | | | | | | | | | | |
Customer relationships | 5-8 years | Accelerated based upon the pattern of economic benefits consumed | | | | | | | | | | | | | | | | | | | | | |
Developed technology | 8 years | Accelerated based upon the pattern of economic benefits consumed | | | | | | | | | | | | | | | | | | | | | |
Non-competition 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. |
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There was no change in the carrying value of goodwill during fiscal 2015 as follows (in thousands): |
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Balance at March 31, 2013 | $ | — | | | | | | | | | | | | | | | | | | | | | |
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Acquisition | 4,409 | | | | | | | | | | | | | | | | | | | | | |
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Balance at March 31, 2014 | $ | 4,409 | | | | | | | | | | | | | | | | | | | | | |
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Impairments | — | | | | | | | | | | | | | | | | | | | | | |
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Balance at March 31, 2015 | $ | 4,409 | | | | | | | | | | | | | | | | | | | | | |
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As of April 1, 2014, 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 the following 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 its historical reporting units to its new reporting units using a relative fair market approach as follows (in thousands): |
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| U.S. Markets | | Orion Engineered Systems | | Orion Distribution Services | | Corporate and Other | | Total | | | | |
Goodwill at March 31, 2015 | $ | 2,371 | | | $ | 2,038 | | | $ | — | | | $ | — | | | $ | 4,409 | | | | | |
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The components of, and changes in, the carrying amount of other intangible assets were as follows (in thousands): |
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| March 31, 2014 | | March 31, 2015 | | | | | | | | |
| Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization | | | | | | | | |
Patents | $ | 2,362 | | | $ | (784 | ) | | $ | 2,447 | | | $ | (906 | ) | | | | | | | | |
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Licenses | 58 | | | (58 | ) | | 58 | | | (58 | ) | | | | | | | | |
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Trade name and trademarks | 1,942 | | | — | | | 1,958 | | | — | | | | | | | | | |
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Customer relationships | 3,600 | | | (535 | ) | | 3,600 | | | (1,620 | ) | | | | | | | | |
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Developed technology | 900 | | | (19 | ) | | 900 | | | (109 | ) | | | | | | | | |
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Non-competition agreements | 100 | | | (15 | ) | | 100 | | | (35 | ) | | | | | | | | |
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Total | $ | 8,962 | | | $ | (1,411 | ) | | $ | 9,063 | | | $ | (2,728 | ) | | | | | | | | |
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As of March 31, 2015, the weighted average useful life of intangible assets was 6.7 years. The estimated amortization expense for each of the next five years is shown below (in thousands): |
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Fiscal 2016 | $ | 1,226 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2017 | 883 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2018 | 607 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2019 | 431 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2020 | 346 | | | | | | | | | | | | | | | | | | | | | |
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Thereafter | 884 | | | | | | | | | | | | | | | | | | | | | |
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| $ | 4,377 | | | | | | | | | | | | | | | | | | | | | |
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Amortization expense is set forth in the following table (in thousands): |
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| Fiscal Year Ended March 31, | | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | | | | | | | | | | | |
Amortization included in cost of sales: | | | | | | | | | | | | | | | | | |
Patents | $ | 133 | | | $ | 135 | | | $ | 132 | | | | | | | | | | | | | |
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Total | $ | 133 | | | $ | 135 | | | $ | 132 | | | | | | | | | | | | | |
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Amortization included in operating expenses: | | | | | | | | | | | | | | | | | |
Customer relationships | $ | — | | | $ | 535 | | | $ | 1,085 | | | | | | | | | | | | | |
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Developed technology | — | | | 19 | | | 90 | | | | | | | | | | | | | |
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Non-competition agreements | — | | | 15 | | | 20 | | | | | | | | | | | | | |
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Total | — | | | 569 | | | 1,195 | | | | | | | | | | | | | |
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Total amortization | $ | 133 | | | $ | 704 | | | $ | 1,327 | | | | | | | | | | | | | |
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The Company’s management periodically reviews the carrying value of intangible assets for impairment. Write-offs recorded in fiscal 2013, 2014 and 2015 were $0, $45,000 and $120,000, respectively. |
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 at 11.0%. As of March 31, 2015, the following amounts were due from the third party finance company in future periods (in thousands): |
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Fiscal 2016 | $ | 309 | | | | | | | | | | | | | | | | | | | | | |
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Fiscal 2017 | 9 | | | | | | | | | | | | | | | | | | | | | |
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Total gross financed receivable | 318 | | | | | | | | | | | | | | | | | | | | | |
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Less: amount above to be collected during the next 12 months | (309 | ) | | | | | | | | | | | | | | | | | | | | |
Less: amount representing interest | (1 | ) | | | | | | | | | | | | | | | | | | | | |
Total net long-term receivable | $ | 8 | | | | | | | | | | | | | | | | | | | | | |
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Long-Term Inventories |
As of March 31, 2014, the Company had long-term inventory for the non-current portion of its wireless controls finished goods inventory. The inventories were stated at the lower of cost or market value with cost determined using the FIFO method. As of September 30, 2014, the wireless controls inventory were deemed to be impaired based upon current market conditions, including significant declines in unit volume sales, an increase in product sales in the commercial office and retail markets where the controls product offering is not saleable, limitations in alternative uses for the inventory and the increasing adoption of, and performance improvements in, LED lighting products. During fiscal 2015, the Company recorded an impairment charge of $10.2 million related to its wireless controls inventory. Net realizable value of this remaining wireless control inventory was based on the Company's best estimate of product sales expectations, market prices and customer demand patterns. |
Other Long-Term Assets |
Other long-term assets include long-term security deposits, prepaid licensing costs, deferred costs for a long-term contract, and deferred financing costs. Other long-term assets include $33,000 and $202,000 of deferred financing costs as of March 31, 2014 and March 31, 2015, respectively. Deferred financing costs related to debt issuances are amortized to interest expense over the life of the related debt issue (1 to 3 years). For the years ended March 31, 2013, 2014 and 2015, the amortization was $42,000, $40,000 and $156,000, respectively. |
Accrued Expenses and Other |
Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, customer deposits, accrued acquisition liabilities, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1.0 million and $1.3 million of accrued project costs as of March 31, 2014 and March 31, 2015, 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 $0.3 million for warranty reserves related to solar operating systems. |
Changes in the Company’s warranty accrual were as follows (in thousands): |
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| March 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2015 | | | | | | | | | | | | | | | | |
Beginning of year | $ | 284 | | | $ | 263 | | | | | | | | | | | | | | | | | |
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Provision to product cost of revenue | 300 | | | 776 | | | | | | | | | | | | | | | | | |
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Charges | (321 | ) | | (24 | ) | | | | | | | | | | | | | | | | |
End of year | $ | 263 | | | $ | 1,015 | | | | | | | | | | | | | | | | | |
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Incentive Compensation |
The Company’s compensation committee approved an Executive Fiscal Year 2013 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance and discretionary cash bonus payments ranging from 25-100% of the fiscal 2013 base salaries of the Company’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2013 of (i) target revenue of $119 million and/or (ii) target net income of $3.7 million. Revenue and net income were selected as the performance measures for the cash bonus program because they were viewed as the most critical elements to increasing the value of the Company's common stock and, therefore, to the Company's enterprise value. The compensation committee established a target bonus as a percentage of base salary for each of the named executive officers. If the Company achieved 90% of either or both the revenue and net income targets ($107 million in revenue or $3.33 million in net income), then the named executive officers would have received 50% of their target bonus for that element. If either or both of the target revenue or net income were exceeded, the named executive officers would be eligible to earn up to two times their target bonus for that element based on a sliding scale of up to 150% of the target revenue or net income. As described below, this plan was superseded by a new plan in November 2012, and, therefore, the Company did not accrue any expense related to this plan. |
Effective November 9, 2012, the Company’s Compensation Committee approved a new incentive cash bonus program for the second half of fiscal 2013 in replacement of the then existing fiscal 2013 incentive bonus program described above. The new incentive cash bonus program provided a cash bonus opportunity to named executive officers and other key employees based on the Company’s relative achievement, in the second half of fiscal 2013, of target operating income (before bonuses and other extraordinary or unusual items) and target cost containment initiatives. Under the new program, 50% of the target bonus payments were based on the Company’s relative achievement of its cost containment target of $1.48 million for the second half of fiscal 2013. For every $1.00 of cost containment achieved, a bonus pool of $0.167 would be earned, up to a maximum total bonus pool of $247,000 for all employees. The other 50% of the target bonus payments would be based on the Company achieving operating income (before bonuses and other extraordinary or unusual items) of $500,000 for the second half of fiscal 2013. For every $1.00 of operating profit achieved, a bonus pool of $0.50 would be earned, up to a maximum total bonus pool of $247,000 for all employees. Based upon the results for the year ended March 31, 2013, the Company accrued the maximum expense related to this plan. |
The Company’s compensation committee approved an Executive Fiscal Year 2014 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2014 base salaries of the Company’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2014 of at least (i) $2.0 million of profit before taxes and (ii) revenue of at least $88.0 million. Based upon the results for the year ended March 31, 2014, the Company did not accrue any expense related to this plan. |
The Company’s compensation committee approved an Executive Fiscal Year 2015 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2015 base salaries of the Company’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2015 of at least (i) $2.3 million of profit before taxes and (ii) revenue of at least $90.4 million. Based upon the results for the year ended March 31, 2015, the Company did not accrue any expense related to this plan. |
Revenue Recognition |
Revenue is recognized on the sales of our lighting and related energy efficiency systems and products when the following four criteria are met: |
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1 | persuasive evidence of an arrangement exists; | | | | | | | | | | | | | | | | | | | | | | |
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2 | delivery has occurred and title has passed to the customer; | | | | | | | | | | | | | | | | | | | | | | |
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3 | the sales price is fixed and determinable and no further obligation exists; and | | | | | | | | | | | | | | | | | | | | | | |
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4 | 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 current 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 Orion Throughput Agreement, or 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. |
Shipping and Handling Costs |
The Company records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. |
Advertising |
Advertising costs of $111,000, $28,000 and $149,000 for fiscal 2013, 2014 and 2015, respectively, were charged to operations as incurred. |
Research and Development |
The Company expenses research and development costs as incurred. |
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. For the fiscal year ended March 31, 2015, the Company recorded a valuation allowance of $11.7 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. Realized tax benefits (expense) from the exercise of stock options were $70,000, $13,000 and $0 for the fiscal years 2013, 2014 and 2015, respectively. |
Stock Based Compensation |
The Company’s share-based payments to employees are measured at fair value and are recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. |
Cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation costs (excess tax benefits) are classified as financing cash flows. For the years ended March 31, 2013, 2014 and 2015, $70,000, $13,000 and $0, respectively, of such excess tax benefits were classified as financing cash flows. |
The Company uses the Black-Scholes option-pricing model. The Company calculates volatility based upon the historical market price of its common stock. The risk-free interest rate is the rate available as of the option date on zero-coupon U.S. Government issues with a remaining term equal to the expected term of the option. The expected term is based upon the vesting term of the Company’s options and expected exercise behavior. The Company has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future. The Company estimates its forfeiture rate of unvested stock awards based on historical experience. |
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, net of estimated forfeitures. As more fully described in Note I, the Company awards non-vested restricted stock to employees, executive officers and directors. The Company did not issue any stock options during fiscal 2015. The fair value of each option grant in fiscal 2013, 2014 and 2015 was determined using the assumptions in the following table: |
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| Fiscal Year Ended March 31, | | | | | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | | | | | | | | | | | | | | |
Weighted average expected term | 5.5 years | | | 4.1 years | | | N/A | | | | | | | | | | | | | | | | |
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Risk-free interest rate | 0.8 | % | | 0.8 | % | | N/A | | | | | | | | | | | | | | | | |
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Expected volatility | 72.5 - 74.4% | | | 73.3 | % | | N/A | | | | | | | | | | | | | | | | |
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Expected forfeiture rate | 21.4 | % | | 20.3 | % | | 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. Diluted net loss per common share is the same as basic net loss per common share for the years ended March 31, 2013, March 31, 2014 and March 31, 2015, because the effects of potentially dilutive securities are anti-dilutive. The effect of net income (loss) per common share is calculated based upon the following shares (in thousands except share amounts): |
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| Fiscal Year Ended March 31, | | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | |
Net loss | $ | (10,399 | ) | | $ | (6,199 | ) | | $ | (32,061 | ) | | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding | 20,996,625 | | | 20,987,964 | | | 22,353,419 | | | | | | | | | | | | | |
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Weighted-average effect of assumed conversion of stock options and restricted stock | — | | | — | | | — | | | | | | | | | | | | | |
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Weighted-average common shares and share equivalents outstanding | 20,996,625 | | | 20,987,964 | | | 22,353,419 | | | | | | | | | | | | | |
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Net income (loss) per common share: | | | | | | | | | | | | | | | | | |
Basic | $ | (0.50 | ) | | $ | (0.30 | ) | | $ | (1.43 | ) | | | | | | | | | | | | |
Diluted | $ | (0.50 | ) | | $ | (0.30 | ) | | $ | (1.43 | ) | | | | | | | | | | | | |
The following table indicates the number of potentially dilutive securities as of the end of each period: |
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| March 31, | | | | | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | | | | | | | | | | | | | | |
Common stock options | 3,312,523 | | | 2,716,317 | | | 2,426,836 | | | | | | | | | | | | | | | | |
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Restricted shares | 105,000 | | | 539,204 | | | 704,688 | | | | | | | | | | | | | | | | |
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Common stock warrants | 38,980 | | | 38,980 | | | — | | | | | | | | | | | | | | | | |
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Total | 3,456,503 | | | 3,294,501 | | | 3,131,524 | | | | | | | | | | | | | | | | |
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Concentration of Credit Risk and Other Risks and Uncertainties |
The Company’s cash is deposited with four financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant risk on these balances. |
The Company purchases components necessary for its lighting products, including ballasts, lamps and LED components from multiple suppliers. For fiscal 2013, 2014 and 2015, no supplier accounted for more than 10% of total cost of revenue. |
In fiscal 2013, there were no customers who individually accounted for greater than 10% of revenue. In fiscal 2014, one customer accounted for 23% of revenue. In fiscal 2015, one customer accounted for 12% of revenue. |
As of March 31, 2014 and March 31, 2015, no customers 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 a prior quarter and it did not have a material impact on its statement of operations, financial position, or cash flows. |
In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers." This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, the Company will adopt this ASU on April 1, 2017. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and management is currently evaluating which transition approach to use. The Company is currently evaluating the impact of ASU 2014-09. |
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements - Going Concern" ("ASU 2014-15"). ASU 2014-15 requires an entity's management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern and if those conditions exist, the required disclosures. The standard is effective for annual periods ending after December 15, 2016, and interim periods therein. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. |