Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 05, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ORION ENERGY SYSTEMS, INC. | |
Entity Central Index Key | 1,409,375 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,649,576 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 13,446 | $ 20,002 |
Accounts receivable, net of allowances of $458 and $685 at March 31, 2015 and September 30, 2015, respectively | 15,871 | 18,263 |
Inventories, net | 15,898 | 14,283 |
Deferred contract costs | 150 | 90 |
Prepaid expenses and other current assets | 1,213 | 2,407 |
Total current assets | 46,578 | 55,045 |
Property and equipment, net | 19,823 | 21,223 |
Goodwill | 4,409 | 4,409 |
Other intangible assets, net | 5,699 | 6,335 |
Long-term accounts receivable | 208 | 426 |
Other long-term assets | 242 | 367 |
Total assets | 76,959 | 87,805 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 8,694 | 11,003 |
Accrued expenses and other | 3,937 | 5,197 |
Deferred revenue, current | 319 | 287 |
Current maturities of long-term debt and capital leases | 1,581 | 1,832 |
Total current liabilities | 14,531 | 18,319 |
Revolving credit facility | 2,463 | 2,500 |
Long-term debt, less current maturities and capital leases | 350 | 722 |
Deferred revenue, long-term | 1,061 | 1,231 |
Other long-term liabilities | 528 | 522 |
Total liabilities | $ 18,933 | $ 23,294 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2015 and September 30, 2015; shares issued: 36,837,864 and 37,034,066 at March 31, 2015 and September 30, 2015; shares outstanding: 27,421,533 and 27,613,046 at March 31, 2015 and September 30, 2015 | $ 0 | $ 0 |
Additional paid-in capital | 151,301 | 150,516 |
Treasury stock: 9,416,331 and 9,421,020 common shares at March 31, 2015 and September 30, 2015 | (36,067) | (36,049) |
Shareholder notes receivable | (4) | (4) |
Retained deficit | (57,204) | (49,952) |
Total shareholders’ equity | 58,026 | 64,511 |
Total liabilities and shareholders’ equity | $ 76,959 | $ 87,805 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Allowances for accounts receivable | $ 685 | $ 458 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 37,034,066 | 36,837,864 |
Common stock, shares outstanding (shares) | 27,613,046 | 27,421,533 |
Treasury stock, shares (shares) | 9,421,020 | 9,416,331 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Product revenue | $ 14,982 | $ 12,645 | $ 30,778 | $ 24,888 |
Service revenue | 746 | 748 | 1,538 | 1,818 |
Total revenue | 15,728 | 13,393 | 32,316 | 26,706 |
Cost of product revenue | 12,301 | 23,364 | 24,414 | 33,219 |
Cost of service revenue | 515 | 584 | 1,232 | 1,430 |
Total cost of revenue | 12,816 | 23,948 | 25,646 | 34,649 |
Gross (loss) profit | 2,912 | (10,555) | 6,670 | (7,943) |
Operating expenses: | ||||
General and administrative | 3,403 | 3,842 | 7,274 | 7,512 |
Sales and marketing | 2,634 | 3,367 | 5,703 | 6,246 |
Research and development | 441 | 569 | 863 | 985 |
Total operating expenses | 6,478 | 7,778 | 13,840 | 14,743 |
Loss from operations | (3,566) | (18,333) | (7,170) | (22,686) |
Other income (expense): | ||||
Interest expense | (60) | (83) | (151) | (173) |
Interest income | 32 | 83 | 80 | 177 |
Total other income (expense) | (28) | 0 | (71) | 4 |
Loss before income tax | (3,594) | (18,333) | (7,241) | (22,682) |
Income tax expense | 6 | 13 | 11 | 23 |
Net loss | $ (3,600) | $ (18,346) | $ (7,252) | $ (22,705) |
Basic net loss per share attributable to common shareholders (in dollars per share) | $ (0.13) | $ (0.84) | $ (0.26) | $ (1.04) |
Weighted-average common shares outstanding (in shares) | 27,598,492 | 21,820,365 | 27,540,378 | 21,745,156 |
Diluted net loss per share (in dollars per share) | $ (0.13) | $ (0.84) | $ (0.26) | $ (1.04) |
Weighted-average common shares and share equivalents outstanding (in shares) | 27,598,492 | 21,820,365 | 27,540,378 | 21,745,156 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (7,252) | $ (22,705) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,561 | 1,503 |
Amortization of long-term assets | 704 | 697 |
Stock-based compensation expense | 738 | 785 |
Impairment on assets | 0 | 12,130 |
(Gain) loss on sale of property and equipment | 18 | (20) |
Provision for inventory reserves | 12 | 32 |
Provision for bad debts | 227 | 142 |
Other | 38 | 68 |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable, current and long-term | 2,383 | 930 |
Inventories | (1,627) | 154 |
Deferred contract costs | (60) | (384) |
Prepaid expenses and other assets | 1,262 | 1,957 |
Accounts payable | (2,309) | 537 |
Accrued expenses and other | (877) | (660) |
Deferred revenue | (138) | (253) |
Net cash used in operating activities | (5,320) | (5,087) |
Investing activities | ||
Purchase of property and equipment | (179) | (1,031) |
Purchase of short-term investments | 0 | (1) |
Additions to patents and licenses | (11) | (61) |
Proceeds from sales of property, plant and equipment | 0 | 1,040 |
Net cash used in investing activities | (190) | (53) |
Financing activities | ||
Payment of long-term debt and capital leases | (1,000) | (1,585) |
Proceeds from revolving credit facility | 27,088 | 0 |
Payment of revolving credit facility | (27,125) | 0 |
Proceeds from issuance of common stock, net of offering costs | (1) | 0 |
Proceeds from repayment of shareholder notes | 0 | 11 |
Repurchase of common stock into treasury | (20) | |
Deferred financing costs | (75) | |
Net proceeds from the exercise of warrants and employee stock options | 12 | 351 |
Net cash used in financing activities | (1,046) | (1,298) |
Net decrease in cash and cash equivalents | (6,556) | (6,438) |
Cash and cash equivalents at beginning of period | 20,002 | 17,568 |
Cash and cash equivalents at end of period | 13,446 | 11,130 |
Supplemental cash flow information: | ||
Cash paid for interest | 99 | 155 |
Cash paid for income taxes | 19 | 12 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Vendor financed capital lease addition | $ 377 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2015 | |
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 to commercial and industrial businesses, predominantly in North America. See Note J “Segment Reporting” of these financial statements for further discussion of the Company's reportable segments. The Company’s corporate offices and primary 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 Jacksonville, Florida and Chicago, Illinois. The Company leases office space for a sales office located in Houston, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2015 | |
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, 2016 or other interim periods. The condensed consolidated balance sheet at March 31, 2015 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, 2015 filed with the Securities and Exchange Commission on June 12, 2015 . 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. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, 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. Also included in current receivables are amounts due from a third party finance company to which the Company has sold, without recourse, the future cash flows from its Orion Throughput Agreements, or OTAs, entered into with customers. Such receivables are recorded at the present value of the future cash flows discounted at 11% . As of September 30, 2015 , the following amounts were due from the third party finance company in future periods (in thousands): Fiscal 2016 $ 262 Fiscal 2017 9 Less: amount representing interest (1 ) Total gross financed receivable $ 270 Financing Receivables The Company considers its lease balances included in consolidated current and long-term accounts receivable from OTA sales-type leases to be financing receivables. Additional disclosures on the credit quality of the Company’s financing receivables are as follows: Aging Analysis as of September 30, 2015 (in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 785 $ 34 $ 185 $ 219 $ 1,004 Lease balances included in consolidated accounts receivable—long-term 195 — — — 195 Total gross sales-type leases 980 34 185 219 1,199 Allowance (6 ) (2 ) (178 ) (180 ) (186 ) Total net sales-type leases $ 974 $ 32 $ 7 $ 39 $ 1,013 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 no write-offs against its OTA sales-type lease receivable balances in fiscal 2015 or for the six months ended September 30, 2015 . Inventories Inventories consist of raw materials and components, such as ballasts and drivers, light emitting diode (LED) chips, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and accessories, such as lamps, sensors 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, 2015 and September 30, 2015 , the Company had inventory obsolescence reserves of $1.6 million and $1.8 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): March 31, 2015 September 30, 2015 Raw materials and components $ 8,474 $ 9,187 Work in process 1,588 1,447 Finished goods 4,221 5,264 $ 14,283 $ 15,898 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 $0.1 million and $0.2 million as of March 31, 2015 and September 30, 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 included $1.7 million and $0.5 million of unbilled revenue as of March 31, 2015 and September 30, 2015 , respectively. Long-Lived Assets The Company evaluates the recoverability of long-lived assets with finite lives in accordance with Accounting Standards Codification, or ASC, Subtopic 360-10-35 which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated undiscounted cash flows, the impairment loss would be measured as the difference between the carrying amount of the assets and its fair value based on the present value of estimated future cash flows. The Company's long-lived assets include property, plant and equipment and intangible assets. For the three months ended September 30, 2015, the Company determined that events and circumstances indicated that the assets might be impaired due to the current period operating cash flow and a history of operating cash flow losses. The Company performed a quantitative assessment of these assets for all business units and its estimated of undiscounted cash flows indicated that such carrying amounts were expected to be recovered. Nonetheless, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term resulting in the need to write down the long-lived assets to fair value. Property and Equipment 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. Property and equipment were comprised of the following as of the dates set forth below (in thousands): March 31, 2015 September 30, 2015 Land and land improvements $ 1,511 $ 1,515 Buildings 14,441 14,439 Furniture, fixtures and office equipment 8,600 8,996 Leasehold improvements 148 148 Equipment leased to customers under Power Purchase Agreements 4,997 4,997 Plant equipment 11,084 11,050 Construction in progress 379 51 41,160 41,196 Less: accumulated depreciation and amortization (19,937 ) (21,373 ) Net property and equipment $ 21,223 $ 19,823 Equipment included above under capital leases was as follows (in thousands): March 31, 2015 September 30, 2015 Equipment $ — $ 389 Less: accumulated depreciation and amortization — (26 ) Net Equipment $ — $ 363 Depreciation expense related to capital leased equipment was $20 thousand and $26 thousand for the three and six months ended September 30, 2015, respectively. 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 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 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 and are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. During the quarter ended September 30, 2015, the Company determined that a triggering event occurred due to the decline in the Company's share price when compared to the share price as of March 31, 2015 and due to the the history of operating losses. The Company performed a qualitative assessment of Goodwill and determined that no impairment had occurred. 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. There was no change in the carrying value of goodwill during fiscal 2015 or for the six months ended September 30, 2015 . Goodwill is allocated to each operating segment during the six months ended September 30, 2015 as follows (in thousands): U.S. Markets Orion Engineered Systems Orion Distribution Services Corporate and Other Total Goodwill at September 30, 2015 $ 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): March 31, 2015 September 30, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents $ 2,447 $ (906 ) $ 2,456 $ (975 ) Licenses 58 (58 ) 58 (58 ) Trade name and trademarks 1,958 — 1,960 — Customer relationships 3,600 (1,620 ) 3,600 (2,111 ) Developed technology 900 (109 ) 900 (186 ) Non-competition agreements 100 (35 ) 100 (45 ) Total $ 9,063 $ (2,728 ) $ 9,074 $ (3,375 ) As of September 30, 2015 , the weighted average useful life of intangible assets was 6.46 years. The estimated amortization expense for each of the next five years is shown below (in thousands): Fiscal 2016 $ 581 Fiscal 2017 883 Fiscal 2018 608 Fiscal 2019 432 Fiscal 2020 346 Fiscal 2021 271 Thereafter 618 Total $ 3,739 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. Other Long-Term Assets Other long-term assets include long-term security deposits, deferred costs for a long-term contract and deferred financing costs. Deferred financing costs as of March 31, 2015 and September 30, 2015 were $202 thousand and $147 thousand , 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) using the effective interest rate method. Accrued Expenses and Other Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, customer deposits, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1.3 million and $0.3 million of accrued project costs as of March 31, 2015 and September 30, 2015 , respectively. The Company generally offers a limited warranty of one year on its high intensity fluorescent (HIF) lighting products and a one -to ten -year limited warranty on its LED lighting products in addition to those standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, drivers and LED chips, 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. These warranties vary in length, with the longest coverage extended until 2030. Due to the limited warranty data available for solar operating systems of this nature, actual warranty claims may differ from the Company's estimate of these warranties. Changes in the Company’s warranty accrual were as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2014 2015 2014 2015 Beginning of period $ 253 $ 1,062 $ 263 $ 1,015 Provision to product cost of revenue 1 60 33 89 Charges 212 (79 ) 170 (61 ) End of period $ 466 $ 1,043 $ 466 $ 1,043 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 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 September 30, 2015 , the Company had a valuation allowance of $22.5 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 and six months ended September 30, 2014 and 2015 , there were no realized tax benefits from the exercise of stock options. Stock Based Compensation 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 or for the six months ended September 30, 2015 . Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net loss per common share reflects the dilution that would occur if warrants and stock options were exercised and restricted shares vested. In the computation of diluted net loss per common share, the Company uses the “treasury stock” method for outstanding options and restricted shares. The effect of net loss per common share is calculated based upon the following shares (in thousands except share amounts): Three Months Ended September 30, Six Months Ended September 30, 2014 2015 2014 2015 Numerator: Net loss (in thousands) $ (18,346 ) $ (3,600 ) $ (22,705 ) $ (7,252 ) Denominator: Weighted-average common shares outstanding 21,820,365 27,598,492 21,745,156 27,540,378 Weighted-average effect of assumed conversion of stock options and restricted shares — — — — Weighted-average common shares and common share equivalents outstanding 21,820,365 27,598,492 21,745,156 27,540,378 Net loss per common share: Basic $ (0.84 ) $ (0.13 ) $ (1.04 ) $ (0.26 ) Diluted $ (0.84 ) $ (0.13 ) $ (1.04 ) $ (0.26 ) The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: September 30, 2014 September 30, 2015 Common stock options 2,545,084 2,283,836 Restricted shares 773,956 1,053,865 Total 3,319,040 3,337,701 Concentration of Credit Risk and Other Risks and Uncertainties The Company purchases components necessary for its lighting products, including ballasts, lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2014 and 2015, no supplier accounted for more than 10% of total cost of revenue, respectively. For the three months ended September 30, 2014, one customer accounted for 13% of revenue. For the six months ended September 30, 2014, no customer accounted for more than 10% of revenue. For the three and six months ended September 30, 2015, no customer accounted for more than 10% of revenue, respectively. As of March 31, 2015 , and September 30, 2015 , no customer accounted for more than 10% of accounts receivable. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, " Revenue from Contracts with Customers " ("ASU 2014-09"). 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. 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. In August 2015, the FASB issued ASU 2015-14, "Deferral of the Effective date" , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted for annual reporting periods beginning after December 15, 2017. 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. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge on the balance sheet. The standard is effective for annual periods ending after December 15, 2015 and interim periods |
Acquisition
Acquisition | 6 Months Ended |
Sep. 30, 2015 | |
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. In December 2014, the Company amended the letter agreement to defer the January 2, 2015 payment of $0.8 million in cash until February 13, 2015, to settle all outstanding obligations related to the earn-out component of the Purchase Agreement. 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 was recorded as compensation expense through the end of calendar 2014. During the three and six months ended September 30, 2014, the Company expensed $49 thousand and $0.1 million in compensation expense, respectively. On December 31, 2014, Harris was merged with and into the Company. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the three months ended September 30, 2014 and 2015 , the Company purchased goods and services in the amount of $9 thousand and none , respectively, from an entity for which a director of the Company serves as a minority owner and President. During the six months ended September 30, 2014 and 2015 , the Company purchased goods and services in the amount of $16 thousand and $6 thousand , respectively, from an entity for which a director of the Company serves as a minority owner and President. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt as of March 31, 2015 and September 30, 2015 consisted of the following (in thousands): March 31, 2015 September 30, 2015 Revolving credit facility 2,500 2,463 Harris seller's note 1,607 1,082 Customer equipment finance notes payable 827 393 Equipment lease obligations — 361 Other long-term debt 120 95 Total long-term debt 5,054 4,394 Less current maturities (1,832 ) (1,581 ) Long-term debt, less current maturities $ 3,222 $ 2,813 Revolving Credit Agreement The Company has a revolving credit and security agreement (Credit Agreement) with Wells Fargo Bank, National Association. The Credit Agreement provides for a revolving credit facility (Credit Facility) that matures on February 6, 2018. Borrowings under the Credit Facility are initially limited to the lesser of (i) $15.0 million and (ii) a borrowing base requirement based on eligible receivables and inventory, and currently less approximately $10.3 million of reserves. Such limit may increase to $20.0 million , subject to the borrowing base requirement, after July 31, 2016, if the Company satisfies certain conditions. The Credit Facility includes a $2.0 million sublimit for the issuance of letters of credit. From and after any increase in the Credit Facility limit from $15.0 million to $20.0 million , the Credit Agreement will require the Company to maintain as of the end of each month a minimum ratio for the trailing twelve-month period of (i) earnings before interest, taxes, depreciation and amortization, subject to certain adjustments, to (ii) the sum of cash interest expense, certain principal payments on indebtedness and certain dividends, distributions and stock redemptions, equal to at least 1.10 to 1.00. The Credit Agreement also contains other customary covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, guarantee obligations of third parties, make loans or advances, declare or pay any dividend or distribution on the Company’s stock, redeem or repurchase shares of the Company’s stock, or pledge or dispose of assets. Each subsidiary of the Company is a joint and several co-borrower or guarantor under the Credit Agreement, and the Credit Agreement is secured by a security interest in substantially all of the Company’s and each subsidiary’s personal property (excluding various assets relating to customer OTAs) and a mortgage on certain real property. Borrowings under the Credit Agreement bear interest at the daily three-month LIBOR plus 3.0% per annum, with a minimum interest charge for each year or portion of a year during the term of the Credit Agreement of $130,000 , regardless of usage. As of September 30, 2015, the interest rate was 3.20% . The Company must pay an unused line fee of 0.25% per annum of the daily average unused amount of the Credit Facility and a letter of credit fee at the rate of 3.0% per annum on the undrawn amount of letters of credit outstanding from time to time under the Credit Facility. As of September 30, 2015, the Company had no outstanding letters of credit. Borrowings outstanding as of September 30, 2015, amounted to approximately $2.5 million and are included in non-current liabilities in the accompanying Consolidated Balance Sheet. The Company estimates that as of September 30, 2015, it was eligible to borrow an additional $1.7 million under the Credit Facility based upon current levels of eligible inventory and accounts receivable. Although the Company breached certain immaterial reporting obligations to the bank under the Credit Agreement during the period, it received a waiver letter from the bank on October 29, 2015. Equipment Lease Obligation In June 2015, the Company entered into a lease agreement with De Lage Landen Financial Services, Inc in the principal amount of $0.4 million to fund certain equipment. The lease amount is secured by the related equipment. The lease bears interest at a rate of 5.94% and matures in June 2020 with a $1 buyout option. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision for the six months ended September 30, 2015 was determined by applying an estimated annual effective tax rate of (0.1)% 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 September 30, 2015 , the Company had recorded a valuation allowance of $22.5 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 new light emitting diode, or LED, products. The Company has determined that the negative evidence outweighs the current positive evidence and has concluded to record a valuation allowance. Below is a reconciliation of the statutory federal income tax rate and the effective income tax rate: Six Months Ended September 30, 2014 2015 Statutory federal tax rate 34.0 % 34.0 % State taxes, net 3.0 % 3.5 % Federal tax credit 0.3 % 1.0 % State tax credit 0.1 % 0.4 % Change in valuation reserve (37.4 )% (38.8 )% Permanent items (0.1 )% (0.2 )% Change in tax contingency reserve — % (0.1 )% Other, net — % 0.1 % Effective income tax rate (0.1 )% (0.1 )% 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. No benefits were recorded in fiscal 2015 . No benefits were recorded for the six months ended September 30, 2015 as a reduction in taxes payable and a credit to additional paid in capital based on the amount that was utilized during the year. As of September 30, 2015 , the Company had federal net operating loss carryforwards of approximately $48.9 million , of which $3.7 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 $35.7 million , of which $4.3 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 September 30, 2015 , the Company has recorded a valuation allowance of $22.5 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 September 30, 2015 , 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 2016 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 and are included in the unrecognized tax benefits. For the six months ended September 30, 2014 and 2015 , the Company had the following unrecognized tax benefit activity (in thousands): Six Months Ended September 30, 2014 2015 Unrecognized tax benefits as of beginning of period $ 210 $ 212 Additions based on tax positions related to the current period positions 2 6 Unrecognized tax benefits as of end of period $ 212 $ 218 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2015 | |
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 $0.1 million for the three months ended September 30, 2014 and 2015 , respectively, and $0.2 million for the six months ended September 30, 2014 and 2015, 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 September 30, 2015 , the Company had entered into $5.3 million of purchase commitments related to fiscal 2016 , including $0.3 million for operating lease commitments and $5.0 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. 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. On November 4, 2014, the court granted the Company's motion to dismiss six of the plaintiff's claims. On January 9, 2015, the plaintiff filed an amended complaint re-alleging claims that were dismissed by the court, including, among other things, a retaliation claim and certain claims with respect to prior management agreements and certain intellectual property rights. On January 22, 2015, the Company filed a motion to dismiss and a motion to strike certain of the claims made in the amended complaint. On May 18, 2015, the court dismissed the intellectual property claims re-alleged in the January 9, 2015 amended complaint. The Company believes that it has substantial legal and factual defenses to the claims and allegations remaining in the case and that the Company will prevail in this proceeding. The Company intends to continue to defend against the claims vigorously. Based upon the current status of the lawsuit, the Company is currently unable to estimate any potential adverse impact on the Company from the plaintiff's claims and the Company does not believe the lawsuit will have a material adverse impact on it future continuing results of operations. On May 29, 2014, the Equal Employment Opportunity Commission (EEOC) filed a claim against the Company alleging certain violations of the Americans with Disabilities Act (ADA) with regard to an employee. On August 3, 2015, the Company reached a settlement related to the allegations, which was entirely funded by the Company's insurance carrier. In addition, on August 20, 2014, the EEOC filed a claim against the Company alleging certain violations of the ADA with respect to the Company's wellness program. Based upon the current status of the lawsuit, the Company is currently unable to estimate any potential adverse impact on the Company from the plaintiff's claims and the Company does not believe the lawsuit will have a material adverse impact on its future continuing results of operations. State Tax Assessment The Company is currently negotiating a settlement with the Wisconsin Department of Revenue with respect to an assessment regarding the proper classification of the Company’s products for tax purposes under Wisconsin law. The issue under review is whether the installation of the Company’s lighting systems is considered a real property construction activity under Wisconsin law. The Company currently expects to resolve this matter with the Wisconsin Department of Revenue in fiscal 2016 for the amount that it has accrued. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Common Stock Transactions On February 20, 2015, the Company completed an underwritten public offering of 5.46 million shares of its common stock, at an offering price to the public of $3.50 per share. Net proceeds of the offering approximated $17.5 million . 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 2.5 million 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 thousand 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 NASDAQ Capital Market 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 $0.25 million 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 issuing new loans under the program. The Company had the following shares issued from treasury as of March 31, 2015 and for the three and six months ended September 30, 2015 : Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Cumulative through March 31, 2015 154,269 $1.66 - 7.25 128,143 $ 361,550 $ 357,550 Quarter Ended June 30, 2015 541 $2.51 — — — Quarter Ended September 30, 2015 779 $1.80 — — — Total as of September 30, 2015 155,589 $1.66 - 7.25 128,143 $ 361,550 $ 357,550 Loans issued to employees are reflected on the Company’s balance sheet as a contra-equity account. |
Stock Options, Restricted Share
Stock Options, Restricted Shares and Warrants | 6 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, RESTRICTED SHARES AND WARRANTS | STOCK OPTIONS AND RESTRICTED SHARES 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 13.5 million 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 and six months ended September 30, 2014, an aggregate of 108 thousand and 372 thousand , respectively, 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 September 30, 2015 , an aggregate of 84 thousand of restricted shares were granted valued at a price per share between $2.15 and $2.51 , which was the closing market price as of each grant date. For the six months ended September 30, 2015, an aggregate of 0.6 million of restricted shares were granted valued at a price per share between $2.15 and $2.62 , which was the closing market price as of each grant date. For the three and six months ended September 30, 2014, the Company issued 7 thousand and 14 thousand 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 $4.20 per share to $5.23 per share, the closing market price as of the issuance dates. For the three and six months ended September 30, 2015, the Company issued 9 thousand and 16 thousand 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 $ 2.05 per share to $2.62 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 September 30, Six Months Ended September 30, 2014 2015 2014 2015 Cost of product revenue $ 12 $ 10 $ 24 $ 20 General and administrative 265 294 610 576 Sales and marketing 77 57 142 136 Research and development 4 (8 ) 9 6 Total $ 358 $ 353 $ 785 $ 738 As of September 30, 2015 , compensation cost related to non-vested common stock-based compensation, excluding restricted share awards, amounted to $0.4 million over a remaining weighted average expected term of 4.8 years. The following table summarizes information with respect to the Plans: Outstanding Awards Shares Number Weighted Weighted Aggregate Balance at March 31, 2015 1,078,600 2,426,836 $ 3.50 5.38 Granted stock options — — Granted shares (16,303 ) — — Restricted shares (569,534 ) — — Forfeited restricted shares 52,950 — — Forfeited stock options 138,200 (138,200 ) 3.84 Exercised — (4,800 ) 2.17 Balance at September 30, 2015 683,913 2,283,836 $ 3.48 4.81 $ 25,704 Exercisable at September 30, 2015 1,871,791 $ 3.74 3.71 $ 14,508 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 $1.80 as of September 30, 2015 . A summary of the status of the Company’s outstanding non-vested stock options as of September 30, 2015 was as follows: Non-vested at March 31, 2015 581,842 Granted — Vested (31,597 ) Forfeited (138,200 ) Non-vested at September 30, 2015 412,045 During the first half of fiscal 2016 , the Company granted restricted shares as follows (which are included in the above stock plan activity tables): Balance at March 31, 2015 704,688 Shares issued 569,534 Shares vested (172,407 ) Shares forfeited (52,950 ) Shares outstanding at September 30, 2015 1,053,865 Per share price on grant date $1.80 - $7.23 Compensation expense for the six months ended September 30, 2015 $ 544,703 For the six months ended September 2014, the Company recorded compensation expense related to granted restricted shares of $0.5 million . As of September 30, 2015 , the weighted average grant-date fair value of restricted shares granted was $3.06 . As of September 30, 2015 , the amount of deferred stock-based compensation expense related to grants of restricted shares, to be recognized over a remaining period of 2.60 years, was approximately $2.7 million . The Company has previously issued warrants in connection with various private placement stock offerings and services rendered. The warrants granted the holder the option to purchase common stock at specified prices for a specified period of time. No warrants were issued in fiscal 2015 or during the six months ended September 30, 2015 . During fiscal 2015, all warrants outstanding for a total of 38,980 shares were exercised at $2.25 per share, and as a result, none remain outstanding. |
Segments
Segments | 6 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Beginning in fiscal 2015, the Company reorganized its business into the following business segments: U.S. markets, Orion engineered systems and Orion distribution services. The accounting policies are the same for each business segment as they are on a consolidated basis. 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 also completes the construction management services related to existing contracted solar PV projects. Distribution Services The Distribution Services Division sells lighting products to a developing network of broad line distributors and internationally. 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 September 30, For the Three Months Ended September 30, 2014 2015 2014 2015 (dollars in thousands) Segments: U.S. Markets $ 7,060 $ 9,872 $ (9,355 ) $ (866 ) Engineered Systems 6,052 5,774 (7,197 ) (1,152 ) Distribution Services 281 82 (98 ) (94 ) Corporate and Other — — (1,683 ) (1,454 ) $ 13,393 $ 15,728 $ (18,333 ) $ (3,566 ) Revenues Operating Income (Loss) For the Six Months Ended September 30, For the Six Months Ended September 30, 2014 2015 2014 2015 (dollars in thousands) Segments: U.S. Markets $ 15,425 $ 21,506 $ (10,437 ) $ (828 ) Engineered Systems 10,820 10,604 (8,830 ) (2,818 ) Distribution Services 461 206 (166 ) (159 ) Corporate and Other — — (3,253 ) (3,365 ) $ 26,706 $ 32,316 $ (22,686 ) $ (7,170 ) Total Assets Deferred Revenue March 31, 2015 September 30, 2015 March 31, 2015 September 30, 2015 (dollars in thousands) Segments: U.S. Markets $ 27,769 $ 27,542 $ 157 $ 152 Engineered Systems 27,435 23,434 1,363 1,229 Distribution Services 261 328 — — Corporate and Other 32,340 25,655 — — $ 87,805 $ 76,959 $ 1,520 $ 1,381 The Company’s revenue and long-lived assets outside the United States are insignificant. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2015 | |
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 transactions 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. Although the Company breached certain immaterial reporting obligations to the bank under the Credit Agreement during the period, it received a waiver letter from the bank on October 29, 2015. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
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, 2016 or other interim periods. The condensed consolidated balance sheet at March 31, 2015 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, 2015 filed with the Securities and Exchange Commission on June 12, 2015 . |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, 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 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 | Financing Receivables The Company considers its lease balances included in consolidated current and long-term accounts receivable from OTA sales-type leases to be financing receivables. Additional disclosures on the credit quality of the Company’s financing receivables are as follows: Aging Analysis as of September 30, 2015 (in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 785 $ 34 $ 185 $ 219 $ 1,004 Lease balances included in consolidated accounts receivable—long-term 195 — — — 195 Total gross sales-type leases 980 34 185 219 1,199 Allowance (6 ) (2 ) (178 ) (180 ) (186 ) Total net sales-type leases $ 974 $ 32 $ 7 $ 39 $ 1,013 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 and drivers, light emitting diode (LED) chips, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and accessories, such as lamps, sensors 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, 2015 and September 30, 2015 , the Company had inventory obsolescence reserves of $1.6 million and $1.8 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 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. |
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 and are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. During the quarter ended September 30, 2015, the Company determined that a triggering event occurred due to the decline in the Company's share price when compared to the share price as of March 31, 2015 and due to the the history of operating losses. The Company performed a qualitative assessment of Goodwill and determined that no impairment had occurred. 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. |
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. |
Other Long-Term Assets | Other Long-Term Assets Other long-term assets include long-term security deposits, deferred costs for a long-term contract and deferred financing costs. Deferred financing costs as of March 31, 2015 and September 30, 2015 were $202 thousand and $147 thousand , 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) using the effective interest rate method. |
Accrued Expenses and Other | Accrued Expenses and Other Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation, accrued legal costs, accrued commissions, customer deposits, accrued project costs, sales tax payable and other various unpaid expenses. Accrued expenses include $1.3 million and $0.3 million of accrued project costs as of March 31, 2015 and September 30, 2015 , respectively. The Company generally offers a limited warranty of one year on its high intensity fluorescent (HIF) lighting products and a one -to ten -year limited warranty on its LED lighting products in addition to those standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, drivers and LED chips, which are significant components in the Company’s lighting products. |
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 lighting and energy management system products using management's best estimate of the selling price, as VSOE or TPE does not exist. Product revenue is recognized when products are shipped. For product revenue, management's best estimate of selling price is determined using a cost plus gross profit margin method. In addition, the Company records in service revenue the selling price for its installation and recycling services using management’s best estimate of selling price, as VSOE or TPE does not exist. Service revenue is recognized when services are completed and customer acceptance has been received. Recycling services provided in connection with installation entail the disposal of the customer’s legacy lighting fixtures. The Company’s service revenues, other than for installation and recycling that are completed prior to delivery of the product, are included in product revenue using management’s best estimate of selling price, as VSOE or TPE does not exist. These services include comprehensive site assessment, site field verification, utility incentive and government subsidy management, engineering design, and project management. For these services, along with the Company's installation and recycling services, under a multiple-element arrangement, management’s best estimate of selling price is determined by considering several external and internal factors including, but not limited to, economic conditions and trends, customer demand, pricing practices, margin objectives, competition, geographies in which the Company offers its products and services and internal costs. The determination of estimated selling price is made through consultation with and approval by management, taking into account all of the preceding factors. For sales of solar photovoltaic systems, which are governed by customer contracts that require the Company to deliver functioning solar power systems and are generally completed within three to 15 months from the start of construction, the Company recognizes revenue from fixed price construction contracts using the percentage-of-completion method in accordance with ASC 605-35, Construction-Type and Production-Type Contracts . Under this method, revenue arising from fixed price construction contracts is recognized as work is performed based upon the percentage of incurred costs to estimated total forecasted costs. The Company has determined that the appropriate method of measuring progress on these sales is measured by the percentage of costs incurred to date of the total estimated costs for each contract as materials are installed. The percentage-of-completion method requires revenue recognition from the delivery of products to be deferred and the cost of such products to be capitalized as a deferred cost and asset on the balance sheet. The Company performs periodic evaluations of the progress of the installation of the solar photovoltaic systems using actual costs incurred over total estimated costs to complete a project. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. The Company offers a financing program, called an OTA, for a customer’s lease of the Company’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at the Company’s net investment in the lease, which typically is the net present value of the future cash flows. The Company offers a financing program, called a power purchase agreement, or PPA, for the Company’s renewable energy product offerings. A PPA is a supply side agreement for the generation of electricity and subsequent sale to the end user. Upon the customer’s acknowledgment that the system is operating as specified, product revenue is recognized on a monthly basis over the life of the PPA contract, which is typically in excess of 10 years. Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and a separate obligation to provide maintenance on OTAs and is classified as a liability on the Consolidated Balance Sheet. The fair value of the maintenance is readily determinable based upon pricing from third-party vendors. Deferred revenue related to maintenance services is recognized when the services are delivered, which occurs in excess of a year after the original OTA contract is executed. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. As of September 30, 2015 , the Company had a valuation allowance of $22.5 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 and six months ended September 30, 2014 and 2015 , there were no realized tax benefits from the exercise of stock options. |
Stock Based Compensation | Stock Based Compensation 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. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net loss per common share reflects the dilution that would occur if warrants and stock options were exercised and restricted shares vested. In the computation of diluted net loss per common share, the Company uses the “treasury stock” method for outstanding options and restricted shares. |
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, lamps and LED components, from multiple suppliers. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, " Revenue from Contracts with Customers " ("ASU 2014-09"). 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. 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. In August 2015, the FASB issued ASU 2015-14, "Deferral of the Effective date" , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted for annual reporting periods beginning after December 15, 2017. 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. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge on the balance sheet. The standard is effective for annual periods ending after December 15, 2015 and interim periods within those fiscal years. The amendments must be applied retrospectively. The Company is currently evaluating the impact of ASU 2015-03. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 was issued to more closely align the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards. The core principle of this updated guidance is that an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in ASU 2015-11 apply to inventory that is measured using the first-in, first-out or average cost methods. ASU 2015-11 is effective for annual and interim reporting periods ending after December 15, 2016, including interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Due from the third party finance company in future periods | As of September 30, 2015 , the following amounts were due from the third party finance company in future periods (in thousands): Fiscal 2016 $ 262 Fiscal 2017 9 Less: amount representing interest (1 ) Total gross financed receivable $ 270 |
Credit quality of the Company's financing receivables using Aging Analysis | Aging Analysis as of September 30, 2015 (in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 785 $ 34 $ 185 $ 219 $ 1,004 Lease balances included in consolidated accounts receivable—long-term 195 — — — 195 Total gross sales-type leases 980 34 185 219 1,199 Allowance (6 ) (2 ) (178 ) (180 ) (186 ) Total net sales-type leases $ 974 $ 32 $ 7 $ 39 $ 1,013 |
Inventories | Inventories were comprised of the following as of the dates set forth below (in thousands): March 31, 2015 September 30, 2015 Raw materials and components $ 8,474 $ 9,187 Work in process 1,588 1,447 Finished goods 4,221 5,264 $ 14,283 $ 15,898 |
Property and equipment | Property and equipment were comprised of the following as of the dates set forth below (in thousands): March 31, 2015 September 30, 2015 Land and land improvements $ 1,511 $ 1,515 Buildings 14,441 14,439 Furniture, fixtures and office equipment 8,600 8,996 Leasehold improvements 148 148 Equipment leased to customers under Power Purchase Agreements 4,997 4,997 Plant equipment 11,084 11,050 Construction in progress 379 51 41,160 41,196 Less: accumulated depreciation and amortization (19,937 ) (21,373 ) Net property and equipment $ 21,223 $ 19,823 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 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 |
Schedule of equipment under capital leases | Equipment included above under capital leases was as follows (in thousands): March 31, 2015 September 30, 2015 Equipment $ — $ 389 Less: accumulated depreciation and amortization — (26 ) Net Equipment $ — $ 363 |
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): March 31, 2015 September 30, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents $ 2,447 $ (906 ) $ 2,456 $ (975 ) Licenses 58 (58 ) 58 (58 ) Trade name and trademarks 1,958 — 1,960 — Customer relationships 3,600 (1,620 ) 3,600 (2,111 ) Developed technology 900 (109 ) 900 (186 ) Non-competition agreements 100 (35 ) 100 (45 ) Total $ 9,063 $ (2,728 ) $ 9,074 $ (3,375 ) Goodwill is allocated to each operating segment during the six months ended September 30, 2015 as follows (in thousands): U.S. Markets Orion Engineered Systems Orion Distribution Services Corporate and Other Total Goodwill at September 30, 2015 $ 2,371 $ 2,038 $ — $ — $ 4,409 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 2016 $ 581 Fiscal 2017 883 Fiscal 2018 608 Fiscal 2019 432 Fiscal 2020 346 Fiscal 2021 271 Thereafter 618 Total $ 3,739 |
Changes in warranty accrual | Changes in the Company’s warranty accrual were as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2014 2015 2014 2015 Beginning of period $ 253 $ 1,062 $ 263 $ 1,015 Provision to product cost of revenue 1 60 33 89 Charges 212 (79 ) 170 (61 ) End of period $ 466 $ 1,043 $ 466 $ 1,043 |
Summary of the effect of net income per common share | The effect of net loss per common share is calculated based upon the following shares (in thousands except share amounts): Three Months Ended September 30, Six Months Ended September 30, 2014 2015 2014 2015 Numerator: Net loss (in thousands) $ (18,346 ) $ (3,600 ) $ (22,705 ) $ (7,252 ) Denominator: Weighted-average common shares outstanding 21,820,365 27,598,492 21,745,156 27,540,378 Weighted-average effect of assumed conversion of stock options and restricted shares — — — — Weighted-average common shares and common share equivalents outstanding 21,820,365 27,598,492 21,745,156 27,540,378 Net loss per common share: Basic $ (0.84 ) $ (0.13 ) $ (1.04 ) $ (0.26 ) Diluted $ (0.84 ) $ (0.13 ) $ (1.04 ) $ (0.26 ) |
Number of potentially dilutive securities | The following table indicates the number of potentially dilutive securities outstanding as of the end of each period: September 30, 2014 September 30, 2015 Common stock options 2,545,084 2,283,836 Restricted shares 773,956 1,053,865 Total 3,319,040 3,337,701 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt as of March 31, 2015 and September 30, 2015 consisted of the following (in thousands): March 31, 2015 September 30, 2015 Revolving credit facility 2,500 2,463 Harris seller's note 1,607 1,082 Customer equipment finance notes payable 827 393 Equipment lease obligations — 361 Other long-term debt 120 95 Total long-term debt 5,054 4,394 Less current maturities (1,832 ) (1,581 ) Long-term debt, less current maturities $ 3,222 $ 2,813 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
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: Six Months Ended September 30, 2014 2015 Statutory federal tax rate 34.0 % 34.0 % State taxes, net 3.0 % 3.5 % Federal tax credit 0.3 % 1.0 % State tax credit 0.1 % 0.4 % Change in valuation reserve (37.4 )% (38.8 )% Permanent items (0.1 )% (0.2 )% Change in tax contingency reserve — % (0.1 )% Other, net — % 0.1 % Effective income tax rate (0.1 )% (0.1 )% |
Unrecognized tax benefit activity | For the six months ended September 30, 2014 and 2015 , the Company had the following unrecognized tax benefit activity (in thousands): Six Months Ended September 30, 2014 2015 Unrecognized tax benefits as of beginning of period $ 210 $ 212 Additions based on tax positions related to the current period positions 2 6 Unrecognized tax benefits as of end of period $ 212 $ 218 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Employee stock purchase plan activity | The Company had the following shares issued from treasury as of March 31, 2015 and for the three and six months ended September 30, 2015 : Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Cumulative through March 31, 2015 154,269 $1.66 - 7.25 128,143 $ 361,550 $ 357,550 Quarter Ended June 30, 2015 541 $2.51 — — — Quarter Ended September 30, 2015 779 $1.80 — — — Total as of September 30, 2015 155,589 $1.66 - 7.25 128,143 $ 361,550 $ 357,550 |
Stock Options, Restricted Sha22
Stock Options, Restricted Shares and Warrants (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
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 September 30, Six Months Ended September 30, 2014 2015 2014 2015 Cost of product revenue $ 12 $ 10 $ 24 $ 20 General and administrative 265 294 610 576 Sales and marketing 77 57 142 136 Research and development 4 (8 ) 9 6 Total $ 358 $ 353 $ 785 $ 738 |
Summary of share based payment awards | The following table summarizes information with respect to the Plans: Outstanding Awards Shares Number Weighted Weighted Aggregate Balance at March 31, 2015 1,078,600 2,426,836 $ 3.50 5.38 Granted stock options — — Granted shares (16,303 ) — — Restricted shares (569,534 ) — — Forfeited restricted shares 52,950 — — Forfeited stock options 138,200 (138,200 ) 3.84 Exercised — (4,800 ) 2.17 Balance at September 30, 2015 683,913 2,283,836 $ 3.48 4.81 $ 25,704 Exercisable at September 30, 2015 1,871,791 $ 3.74 3.71 $ 14,508 |
Summary of outstanding non-vested stock options | A summary of the status of the Company’s outstanding non-vested stock options as of September 30, 2015 was as follows: Non-vested at March 31, 2015 581,842 Granted — Vested (31,597 ) Forfeited (138,200 ) Non-vested at September 30, 2015 412,045 |
Summary of restricted shares granted | During the first half of fiscal 2016 , the Company granted restricted shares as follows (which are included in the above stock plan activity tables): Balance at March 31, 2015 704,688 Shares issued 569,534 Shares vested (172,407 ) Shares forfeited (52,950 ) Shares outstanding at September 30, 2015 1,053,865 Per share price on grant date $1.80 - $7.23 Compensation expense for the six months ended September 30, 2015 $ 544,703 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
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 September 30, For the Three Months Ended September 30, 2014 2015 2014 2015 (dollars in thousands) Segments: U.S. Markets $ 7,060 $ 9,872 $ (9,355 ) $ (866 ) Engineered Systems 6,052 5,774 (7,197 ) (1,152 ) Distribution Services 281 82 (98 ) (94 ) Corporate and Other — — (1,683 ) (1,454 ) $ 13,393 $ 15,728 $ (18,333 ) $ (3,566 ) Revenues Operating Income (Loss) For the Six Months Ended September 30, For the Six Months Ended September 30, 2014 2015 2014 2015 (dollars in thousands) Segments: U.S. Markets $ 15,425 $ 21,506 $ (10,437 ) $ (828 ) Engineered Systems 10,820 10,604 (8,830 ) (2,818 ) Distribution Services 461 206 (166 ) (159 ) Corporate and Other — — (3,253 ) (3,365 ) $ 26,706 $ 32,316 $ (22,686 ) $ (7,170 ) Total Assets Deferred Revenue March 31, 2015 September 30, 2015 March 31, 2015 September 30, 2015 (dollars in thousands) Segments: U.S. Markets $ 27,769 $ 27,542 $ 157 $ 152 Engineered Systems 27,435 23,434 1,363 1,229 Distribution Services 261 328 — — Corporate and Other 32,340 25,655 — — $ 87,805 $ 76,959 $ 1,520 $ 1,381 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (LT Receivables) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Due from the third party finance company in future periods | |
Fiscal 2,016 | $ 262 |
Fiscal 2,017 | 9 |
Less: amount representing interest | (1) |
Total gross financed receivable | $ 270 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Financing Receivables) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Lease Receivable Provision Write-Off | $ 0 | $ 0 |
Credit quality of the Company's financing receivables using Aging Analysis | ||
Allowance | (685,000) | (458,000) |
Total net sales-type leases | 15,871,000 | $ 18,263,000 |
Not Past Due | ||
Credit quality of the Company's financing receivables using Aging Analysis | ||
Lease balances included in consolidated accounts receivable—current | 785,000 | |
Lease balances included in consolidated accounts receivable—long-term | 195,000 | |
Total gross sales-type leases | 980,000 | |
Allowance | (6,000) | |
Total net sales-type leases | 974,000 | |
1-90 days past due | ||
Credit quality of the Company's financing receivables using Aging Analysis | ||
Lease balances included in consolidated accounts receivable—current | 34,000 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | |
Total gross sales-type leases | 34,000 | |
Allowance | (2,000) | |
Total net sales-type leases | 32,000 | |
Greater than 90 days past due | ||
Credit quality of the Company's financing receivables using Aging Analysis | ||
Lease balances included in consolidated accounts receivable—current | 185,000 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | |
Total gross sales-type leases | 185,000 | |
Allowance | (178,000) | |
Total net sales-type leases | 7,000 | |
Total past due | ||
Credit quality of the Company's financing receivables using Aging Analysis | ||
Lease balances included in consolidated accounts receivable—current | 219,000 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | |
Total gross sales-type leases | 219,000 | |
Allowance | (180,000) | |
Total net sales-type leases | 39,000 | |
Total sales-type leases | ||
Credit quality of the Company's financing receivables using Aging Analysis | ||
Lease balances included in consolidated accounts receivable—current | 1,004,000 | |
Lease balances included in consolidated accounts receivable—long-term | 195,000 | |
Total gross sales-type leases | 1,199,000 | |
Allowance | (186,000) | |
Total net sales-type leases | $ 1,013,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Inventories | ||
Raw materials and components | $ 9,187 | $ 8,474 |
Work in process | 1,447 | 1,588 |
Finished goods | 5,264 | 4,221 |
Total | $ 15,898 | $ 14,283 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Prop Plant and Equip) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Property and equipment | ||
Property plant and equipment gross | $ 41,196 | $ 41,160 |
Less: accumulated depreciation and amortization | (21,373) | (19,937) |
Net property and equipment | 19,823 | 21,223 |
Land and land improvements | ||
Property and equipment | ||
Property plant and equipment gross | 1,515 | 1,511 |
Buildings | ||
Property and equipment | ||
Property plant and equipment gross | 14,439 | 14,441 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Property plant and equipment gross | 8,996 | 8,600 |
Leasehold improvements | ||
Property and equipment | ||
Property plant and equipment gross | 148 | 148 |
Equipment leased to customers under Power Purchase Agreements | ||
Property and equipment | ||
Property plant and equipment gross | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Property plant and equipment gross | 11,050 | 11,084 |
Construction in progress | ||
Property and equipment | ||
Property plant and equipment gross | $ 51 | $ 379 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Equipment Under Capital Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 41,196 | $ 41,196 | $ 41,160 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (21,373) | (21,373) | (19,937) | |
Property, Plant and Equipment, Net | 19,823 | 19,823 | 21,223 | |
Depreciation | 1,561 | $ 1,503 | ||
Assets Held under Capital Leases | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 389 | 389 | 0 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (26) | (26) | 0 | |
Property, Plant and Equipment, Net | 363 | 363 | $ 0 | |
Depreciation | $ 20 | $ 26 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (PPE Useful Lives) (Details) | 6 Months Ended |
Sep. 30, 2015 | |
Land and land improvements | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 15 years |
Land and land improvements | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 10 years |
Buildings and building improvements | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 39 years |
Buildings and building improvements | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 3 years |
Furniture, fixtures and office equipment | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 10 years |
Furniture, fixtures and office equipment | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 2 years |
Leasehold improvements | |
Depreciation using the straight-line method | |
Property, plant and equipment estimated useful life | Shorter of asset life or life of lease |
Equipment leased to customers under Power Purchase Agreements | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 20 years |
Plant equipment | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 10 years |
Plant equipment | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life (years) | 3 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 9,074 | $ 9,063 |
Accumulated amortization | $ (3,375) | (2,728) |
Intangible assets, estimated economic useful life (years) | 6 years 5 months 16 days | |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ||
Fiscal 2,016 | $ 581 | |
Fiscal 2,017 | 883 | |
Fiscal 2,018 | 608 | |
Fiscal 2,019 | 432 | |
Fiscal 2,020 | 346 | |
Fiscal 2,021 | 271 | |
Thereafter | 618 | |
Total | 3,739 | |
Goodwill [Roll Forward] | ||
Goodwill | 4,409 | 4,409 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,456 | 2,447 |
Accumulated amortization | (975) | (906) |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 58 | 58 |
Accumulated amortization | (58) | (58) |
Trade name and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,960 | 1,958 |
Accumulated amortization | 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,600 | 3,600 |
Accumulated amortization | (2,111) | (1,620) |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 900 | 900 |
Accumulated amortization | $ (186) | (109) |
Intangible assets, estimated economic useful life (years) | 8 years | |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 100 | 100 |
Accumulated amortization | $ (45) | $ (35) |
Intangible assets, estimated economic useful life (years) | 5 years | |
U.S. Markets | ||
Goodwill [Roll Forward] | ||
Goodwill | $ 2,371 | |
Orion Engineered Systems | ||
Goodwill [Roll Forward] | ||
Goodwill | 2,038 | |
Orion Distribution Services | ||
Goodwill [Roll Forward] | ||
Goodwill | 0 | |
Corporate and Other | ||
Goodwill [Roll Forward] | ||
Goodwill | $ 0 | |
Minimum | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 10 years | |
Minimum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 7 years | |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 5 years | |
Maximum | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 17 years | |
Maximum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 13 years | |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated economic useful life (years) | 8 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Warranty Accrual) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning of period | $ 1,062 | $ 253 | $ 1,015 | $ 263 |
Provision to product cost of revenue | 60 | 1 | 89 | 33 |
Charges | (79) | 212 | (61) | 170 |
End of period | $ 1,043 | $ 466 | $ 1,043 | $ 466 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss | $ (3,600) | $ (18,346) | $ (7,252) | $ (22,705) |
Denominator: | ||||
Weighted-average common shares outstanding | 27,598,492 | 21,820,365 | 27,540,378 | 21,745,156 |
Weighted-average effect of assumed conversion of stock options and restricted shares | 0 | 0 | 0 | |
Weighted-average common shares and common share equivalents outstanding | 27,598,492 | 21,820,365 | 27,540,378 | 21,745,156 |
Net income (loss) per common share: | ||||
Basic net income (loss) per share attributable to common shareholders (in dollars per share) | $ (0.13) | $ (0.84) | $ (0.26) | $ (1.04) |
Diluted net income (loss) per share (in dollars per share) | $ (0.13) | $ (0.84) | $ (0.26) | $ (1.04) |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Dilutive Securities) (Details) - shares | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Number of potentially dilutive securities | ||
Total | 3,337,701 | 3,319,040 |
Common stock options | ||
Number of potentially dilutive securities | ||
Total | 2,283,836 | 2,545,084 |
Restricted shares | ||
Number of potentially dilutive securities | ||
Total | 1,053,865 | 773,956 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Concentration Risk) (Details) - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Cost of Sales | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
Concentration risk, number of entities involved in risk calculation | 0 | 0 | 0 | 0 | |
Sales Revenue, Services, Net | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 13.00% | 10.00% | ||
Concentration risk, number of entities involved in risk calculation | 0 | 1 | 0 | 0 | |
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
Concentration risk, number of entities involved in risk calculation | 0 | 0 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||||
Accounts receivable are due, Minimum period | 30 days | |||||
Accounts receivable are due, Maximum period | 60 days | |||||
Lease receivable provision write-off | $ 0 | $ 0 | ||||
Inventory obsolescence reserve | 1,800,000 | 1,600,000 | ||||
Deferred contract costs | 150,000 | 90,000 | ||||
Unbilled receivables | $ 500,000 | 1,700,000 | ||||
Long-term receivables from OTA contracts present value of the future cash flows discounted rate, maximum | 11.00% | |||||
Deferred financing costs | $ 147,000 | 202,000 | ||||
Deferred financing costs amortized over useful life of debt issue minimum | 1 year | |||||
Deferred financing costs amortized over useful life of debt issue maximum | 3 years | |||||
Accrued project costs | $ 300,000 | 1,300,000 | ||||
Product warranty accrual | $ 1,043,000 | $ 1,015,000 | $ 1,062,000 | $ 466,000 | $ 253,000 | $ 263,000 |
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 | $ 22,500,000 | |||||
Orion Engineered Systems | ||||||
Segment Reporting Information [Line Items] | ||||||
Product warranty accrual | $ 300,000 | |||||
Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Length of time of inventory usage considered for inventory reserve | 9 months | |||||
Maximum | ||||||
Segment Reporting Information [Line Items] | ||||||
Length of time of inventory usage considered for inventory reserve | 24 months | |||||
High Intensity Fluorescent Lighting Products | ||||||
Segment Reporting Information [Line Items] | ||||||
Limited warranty term | 1 year | |||||
LED Lighting Products | Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Limited warranty term | 1 year | |||||
LED Lighting Products | Maximum | ||||||
Segment Reporting Information [Line Items] | ||||||
Limited warranty term | 10 years |
Acquisition (Acquisition Agreem
Acquisition (Acquisition Agreement) (Details) - Harris - USD ($) $ / shares in Units, $ in Millions | Jan. 02, 2014 | Jul. 02, 2013 | Feb. 13, 2015 | Oct. 21, 2013 | Jul. 01, 2013 |
Business Acquisition [Line Items] | |||||
Purchase agreement, value | $ 10 | ||||
Purchase agreement, potential adjustment, amount | 0.2 | ||||
Contingent consideration earn-out value | $ 0.6 | ||||
Acquisition consideration, cash | $ 5 | ||||
Acquisition consideration, debt | $ 3.1 | ||||
Acquisition Consideration, debt term (years) | 3 years | ||||
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 | ||||
Fixed future consideration | $ 1.4 | ||||
Shares of Company common stock, value | $ 0.6 | ||||
Fixed future consideration, fair value of existing common shares (usd per share) | $ 3.80 | ||||
Fixed future consideration cash payment | $ 0.8 |
Acquisition (Contingent Conside
Acquisition (Contingent Consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Jul. 01, 2013 | |
Business Acquisition [Line Items] | |||
Compensation expense | $ 49 | $ 100 | |
Harris | |||
Business Acquisition [Line Items] | |||
Contingent consideration maximum amount of liability | $ 1,000 | ||
Contingent consideration minimum amount of liability | 0 | ||
Contingent consideration, recorded liability | 600 | ||
Contingent consideration, recorded as compensation expense | $ 500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Entity that Current Director Owns Minority Interest and Serves as Board of Directors Chairman | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related party | $ 0 | $ 9 | $ 6 | $ 16 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Long-term debt | ||
Total long-term debt | $ 4,394 | $ 5,054 |
Less current maturities | (1,581) | (1,832) |
Long-term debt, less current maturities | 2,813 | 3,222 |
Revolving credit facility | ||
Long-term debt | ||
Total long-term debt | 2,463 | 2,500 |
Harris seller's note | ||
Long-term debt | ||
Total long-term debt | 1,082 | 1,607 |
Customer equipment finance notes payable | ||
Long-term debt | ||
Total long-term debt | 393 | 827 |
Equipment lease obligations | ||
Long-term debt | ||
Total long-term debt | 361 | 0 |
Other long-term debt | ||
Long-term debt | ||
Total long-term debt | $ 95 | $ 120 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | |||
Letters of credit outstanding | $ 0 | ||
Revolving credit facility | 2,463,000 | $ 2,500,000 | |
Equipment lease obligations | |||
Line of Credit Facility [Line Items] | |||
Lease agreement, principal amount | $ 400,000 | ||
Lease interest rate (percent) | 5.94% | ||
Net equipment lease obligation buyout option | $ 1 | ||
Credit Agreement | Wells Fargo Bank, National Association | Revolving credit facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility current limit | 15,000,000 | ||
Credit facility, maximum limit | $ 20,000,000 | ||
Credit facility, minimum indebtedness ratio | 1.10 | ||
Interest payment | $ 130,000 | ||
Interest rate (percent) | 3.20% | ||
Unused commitment fee (percent) | 0.25% | ||
Revolving credit facility | $ 2,500,000 | ||
Credit facility, additional borrowing capacity | 1,700,000 | ||
Credit Agreement | Wells Fargo Bank, National Association | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Credit facility, maximum limit | 2,000,000 | ||
Unused commitment fee (percent) | 3.00% | ||
London Interbank Offered Rate (LIBOR) | Credit Agreement | Wells Fargo Bank, National Association | Revolving credit facility | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (percent) | 3.00% | ||
Maximum | Credit Agreement | Wells Fargo Bank, National Association | Revolving credit facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility current limit | 15,000,000 | ||
Minimum | Credit Agreement | Wells Fargo Bank, National Association | Revolving credit facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility current limit | $ 10,300,000 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
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 | 3.50% | 3.00% |
Federal tax credit | 1.00% | 0.30% |
State tax credit | 0.40% | 0.10% |
Change in valuation reserve | (38.80%) | (37.40%) |
Permanent items | (0.20%) | (0.10%) |
Change in tax contingency reserve | (0.10%) | 0.00% |
Other, net | 0.10% | 0.00% |
Effective income tax rate | (0.10%) | (0.10%) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Unrecognized tax benefits as of beginning of period | $ 212 | $ 210 |
Additions based on tax positions related to the current period positions | 6 | 2 |
Unrecognized tax benefits as of end of period | $ 218 | $ 212 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Taxes (Textual) [Abstract] | ||||
Estimated annual effective tax rate | (0.10%) | (0.10%) | ||
Valuation allowance | $ 22,500 | |||
Unrecognized tax benefits | 218 | $ 212 | $ 212 | $ 210 |
Federal | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating loss carryforwards | 48,900 | |||
Exercise of NQSOs | 3,700 | |||
Tax credit carryforwards | 1,500 | |||
State | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating loss carryforwards | 35,700 | |||
Exercise of NQSOs | 4,300 | |||
Tax credit carryforwards | $ 500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Nov. 04, 2014Claim | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Long-term Purchase Commitment [Line Items] | |||||
Rent expense under operating leases | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 | |
Non-cancellable purchase commitments | 5.3 | 5.3 | |||
Operating lease commitments | 0.3 | 0.3 | |||
Number of plaintiff's claims dismissed | Claim | 6 | ||||
Inventories | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligations | $ 5 | $ 5 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 56 Months Ended | 62 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | |
Shares issued from treasury | ||||
Shares Issued Under ESPP Plan | 779 | 541 | 154,269 | 155,589 |
Closing Market Price | $ 1.80 | $ 2.51 | ||
Shares Issued Under Loan Program | 0 | 0 | 128,143 | |
Shares Issued Under Loan Program, Total | 128,143 | |||
Dollar Value of Loans Issued | $ 0 | $ 0 | $ 361,550 | |
Dollar Value of Loans Issued, Total | $ 361,550 | |||
Repayment of Loans | $ 0 | $ 0 | $ 357,550 | |
Repayment of Loans, Total | $ 357,550 | |||
Minimum | ||||
Shares issued from treasury | ||||
Closing Market Price | $ 1.66 | $ 1.66 | ||
Maximum | ||||
Shares issued from treasury | ||||
Closing Market Price | $ 7.25 | $ 7.25 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | Feb. 20, 2015 | Aug. 31, 2010 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 15, 2009 |
Stockholders' Equity Note [Abstract] | |||||
Underwritten public offering (shares) | 5,460,000 | ||||
Offering price (usd per share) | $ 3.50 | ||||
Proceeds from issuance of common stock, net of offering costs | $ 17,500,000 | $ (1,000) | $ 0 | ||
Number of common stock called by each right (shares) | 1 | ||||
Right issue share price (usd per share) | $ 30 | ||||
Minimum subscription percentage | 20.00% | ||||
Number of business days (days) | 10 days | ||||
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 | $ 0.001 | ||||
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 |
Stock Options, Restricted Sha47
Stock Options, Restricted Shares and Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation | ||||
Total | $ 353 | $ 358 | $ 738 | $ 785 |
Cost of product revenue | ||||
Stock-based compensation | ||||
Total | 10 | 12 | 20 | 24 |
General and administrative | ||||
Stock-based compensation | ||||
Total | 294 | 265 | 576 | 610 |
Sales and marketing | ||||
Stock-based compensation | ||||
Total | 57 | 77 | 136 | 142 |
Research and development | ||||
Stock-based compensation | ||||
Total | $ (8) | $ 4 | $ 6 | $ 9 |
Stock Options, Restricted Sha48
Stock Options, Restricted Shares and Warrants (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | ||
Shares Available for Grant, Beginning Balance | 1,078,600 | |
Shares Available for Grant, Granted to Non-Employee | (16,303) | |
Shares Available for Grant, Ending Balance | 683,913 | 1,078,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Shares, Beginning Balance | 2,426,836 | |
Number of Shares, Granted | 0 | |
Number of Shares, Forfeited | (138,200) | |
Number of Shares, Exercised | (4,800) | |
Number of Shares, Ending Balance | 2,283,836 | 2,426,836 |
Number of Shares, Exercisable | 1,871,791 | |
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) | $ 3.50 | |
Weighted Average Exercise Price, Granted Stock Options (in dollars per share) | ||
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ 3.84 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 2.17 | |
Weighted Average Exercise Price, Ending Balance (in dollars per share) | 3.48 | $ 3.50 |
Weighted Average Exercise Price, Exercisable Ending Balance (in dollars per share) | $ 3.74 | |
Weighted Average Remaining Contractual Term (in years) | 4 years 9 months 22 days | 5 years 4 months 17 days |
Weighted Average Remaining Contractual Term, Exercisable Ending Balance (in years) | 3 years 8 months 16 days | |
Aggregate Intrinsic Value, Ending Balance (in dollars) | $ 25,704 | |
Aggregate Intrinsic Value (in dollars) | $ 14,508 | |
Common stock options | ||
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 | 138,200 | |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | ||
Shares Available for Grant, Granted to Employee | (569,534) | |
Shares Available for Grant, Forfeited | 52,950 |
Stock Options, Restricted Sha49
Stock Options, Restricted Shares and Warrants (Details 2) - shares | 6 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at March 31, 2015 | 412,045 | 581,842 |
Granted | 0 | |
Vested | (31,597) | |
Forfeited | (138,200) | |
Non-vested at September 30, 2015 | 412,045 |
Stock Options, Restricted Sha50
Stock Options, Restricted Shares and Warrants (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of restricted shares granted to key employees | ||||
Compensation expense for the six months ended September 30, 2015 | $ 353,000 | $ 358,000 | $ 738,000 | $ 785,000 |
Restricted shares | ||||
Summary of restricted shares granted to key employees | ||||
Balance at March 31, 2015 | 704,688 | |||
Shares issued | 569,534 | |||
Shares vested | (172,407) | |||
Shares forfeited | (52,950) | |||
Shares outstanding at September 30, 2015 | 1,053,865 | 1,053,865 | ||
Weighted-average per share price on grant date | $ 3.06 | |||
Compensation expense for the six months ended September 30, 2015 | $ 500,000 | $ 544,703 | ||
Restricted shares | Maximum | ||||
Summary of restricted shares granted to key employees | ||||
Weighted-average per share price on grant date | $ 7.23 | |||
Restricted shares | Minimum | ||||
Summary of restricted shares granted to key employees | ||||
Weighted-average per share price on grant date | $ 1.80 |
Stock Options, Restricted Sha51
Stock Options, Restricted Shares and Warrants (Details 4) - $ / shares | Sep. 30, 2015 | Mar. 31, 2015 |
Summary of outstanding warrants exercise price | ||
Number of Warrants (shares) | 0 | 38,980 |
Exercise Price (usd per share) | $ 2.25 |
Stock Options, Restricted Sha52
Stock Options, Restricted Shares and Warrants (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense for the six months ended September 30, 2015 | $ 353,000 | $ 358,000 | $ 738,000 | $ 785,000 | |
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 | $ 400,000 | $ 400,000 | |||
Recognition of compensation cost for restricted shares | 4 years 9 months 18 days | ||||
Common stock closing price | $ 1.80 | $ 1.80 | |||
Minimum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Recognition of compensation cost for restricted shares | 3 years | ||||
Maximum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Recognition of compensation cost for restricted shares | 5 years | ||||
2003 Stock Option | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Reserved shares for issuance to key employees | 13,500,000 | 13,500,000 | |||
2003 Stock Option and 2004 Stock and Incentive Awards Plans | Minimum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Vesting period | 1 month | ||||
2003 Stock Option and 2004 Stock and Incentive Awards Plans | Maximum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Vesting period | 5 years | ||||
Restricted shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense for the six months ended September 30, 2015 | $ 500,000 | $ 544,703 | |||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Shares issued | 84,000 | 108,000 | 600,000 | 372,000 | |
Restricted shares granted | 569,534 | ||||
Deferred stock-based compensation related to grants of restricted shares, period of recognition | 2 years 7 months 6 days | ||||
Deferred stock-based compensation related to grants of restricted shares | $ 2,700,000 | ||||
Restricted shares | Minimum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Weighted-average per share price on grant date | $ 2.15 | $ 4.20 | $ 2.15 | ||
Restricted shares | Maximum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Weighted-average per share price on grant date | $ 2.51 | $ 7.23 | $ 2.62 | ||
Non-Employee Director | 2004 Stock and Incentive Awards Plan | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Grant of shares to consultant as part of consulting compensation agreement | 9,000 | 7,000 | 16,000 | 14,000 | |
Non-Employee Director | 2004 Stock and Incentive Awards Plan | Minimum | |||||
Stock Options Restricted Shares and Warrants (Textual) [Abstract] | |||||
Share-based Goods and Nonemployee Services Transaction, Securities Issued Valuation Price Per Share | $ 2.05 | $ 4.2 | $ 2.62 | $ 5.23 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Corporate and Other | ||||
Revenues | $ 15,728 | $ 13,393 | $ 32,316 | $ 26,706 |
Operating Income (Loss) | (3,566) | (18,333) | (7,170) | (22,686) |
U.S. Markets | ||||
Corporate and Other | ||||
Revenues | 9,872 | 7,060 | 21,506 | 15,425 |
Operating Income (Loss) | (866) | (9,355) | (828) | (10,437) |
Orion Engineered Systems | ||||
Corporate and Other | ||||
Revenues | 5,774 | 6,052 | 10,604 | 10,820 |
Operating Income (Loss) | (1,152) | (7,197) | (2,818) | (8,830) |
Orion Distribution Services | ||||
Corporate and Other | ||||
Revenues | 82 | 281 | 206 | 461 |
Operating Income (Loss) | (94) | (98) | (159) | (166) |
Corporate and Other | ||||
Corporate and Other | ||||
Revenues | 0 | 0 | ||
Operating Income (Loss) | $ (1,454) | $ (1,683) | $ (3,365) | $ (3,253) |
Segments (Details 1)
Segments (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Corporate and Other | ||
Total Assets | $ 76,959 | $ 87,805 |
Deferred Revenue | 1,381 | 1,520 |
U.S. Markets | ||
Corporate and Other | ||
Total Assets | 27,542 | 27,769 |
Deferred Revenue | 152 | 157 |
Orion Engineered Systems | ||
Corporate and Other | ||
Total Assets | 23,434 | 27,435 |
Deferred Revenue | 1,229 | 1,363 |
Orion Distribution Services | ||
Corporate and Other | ||
Total Assets | 328 | 261 |
Deferred Revenue | 0 | 0 |
Corporate and Other | ||
Corporate and Other | ||
Total Assets | 25,655 | 32,340 |
Deferred Revenue | $ 0 | $ 0 |