Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document and Entity Information [Line Items] | ||
Entity Registrant Name | Orion Energy Systems, Inc. | |
Entity Central Index Key | 0001409375 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 31,072,532 | |
Entity File Number | 001-33887 | |
Entity Tax Identification Number | 39-1847269 | |
Entity Address, Address Line One | 2210 Woodland Drive | |
Entity Address, City or Town | Manitowoc | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 54220 | |
City Area Code | 920 | |
Local Phone Number | 892-9340 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | WI | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common stock, no par value | ||
Document and Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | OESX | |
Security Exchange Name | NASDAQ | |
Common stock purchase rights | ||
Document and Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock purchase rights | |
Security Exchange Name | NASDAQ | |
No Trading Symbol Flag | true |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 14,740 | $ 19,393 |
Accounts receivable, net | 23,536 | 13,572 |
Revenue earned but not billed | 2,208 | 2,930 |
Inventories, net | 19,714 | 19,554 |
Prepaid expenses and other current assets | 2,359 | 1,082 |
Total current assets | 62,557 | 56,531 |
Property and equipment, net | 11,085 | 11,369 |
Other intangible assets, net | 1,846 | 1,952 |
Deferred tax assets | 17,710 | 19,785 |
Other long-term assets | 3,395 | 3,184 |
Total assets | 96,593 | 92,821 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 16,417 | 17,045 |
Accrued expenses and other | 11,306 | 13,226 |
Deferred revenue, current | 81 | 87 |
Current maturities of long-term debt | 15 | 14 |
Total current liabilities | 27,819 | 30,372 |
Revolving credit facility | 0 | |
Long-term debt, less current maturities | 27 | 35 |
Deferred revenue, long-term | 602 | 640 |
Other long-term liabilities | 3,413 | 3,700 |
Total liabilities | 31,861 | 34,747 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at September 30, 2021 and March 31, 2021; no shares issued and outstanding at September 30, 2021 and March 31, 2021 | 0 | 0 |
Common stock, no par value: Shares authorized: 200,000,000 at September 30, 2021 and March 31, 2021; shares issued: 40,537,461 at September 30, 2021 and 40,279,050 at March 31, 2021; shares outstanding: 31,063,630 at September 30, 2021 and 30,805,300 at March 31, 2021 | 0 | 0 |
Additional paid-in capital | 157,975 | 157,485 |
Treasury stock, common shares: 9,473,831 at September 30, 2021 and 9,473,750 at March 31, 2021 | (36,241) | (36,240) |
Retained deficit | (57,002) | (63,171) |
Total shareholders’ equity | 64,732 | 58,074 |
Total liabilities and shareholders’ equity | $ 96,593 | $ 92,821 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 40,537,461 | 40,279,050 |
Common stock, shares outstanding (in shares) | 31,063,630 | 30,805,300 |
Treasury stock (in shares) | 9,473,831 | 9,473,750 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 36,510 | $ 26,281 | $ 71,611 | $ 37,092 |
Cost of revenue | 25,722 | 19,018 | 50,593 | 27,194 |
Gross profit | 10,788 | 7,263 | 21,018 | 9,898 |
Operating expenses: | ||||
General and administrative | 2,753 | 2,638 | 5,864 | 5,049 |
Sales and marketing | 2,687 | 2,332 | 5,932 | 4,186 |
Research and development | 317 | 424 | 773 | 839 |
Total operating expenses | 5,757 | 5,394 | 12,569 | 10,074 |
Income (loss) from operations | 5,031 | 1,869 | 8,449 | (176) |
Other income (expense): | ||||
Other income | 35 | 1 | 44 | |
Interest expense | (14) | (1) | (33) | (50) |
Amortization of debt issue costs | (15) | (61) | (31) | (122) |
Total other expense | (29) | (27) | (63) | (128) |
Income (loss) before income tax | 5,002 | 1,842 | 8,386 | (304) |
Income tax expense (benefit) | 1,343 | (72) | 2,217 | 1 |
Net income (loss) | $ 3,659 | $ 1,914 | $ 6,169 | $ (305) |
Basic net income (loss) per share attributable to common shareholders | $ 0.12 | $ 0.06 | $ 0.20 | $ (0.01) |
Weighted-average common shares outstanding | 31,031,098 | 30,669,272 | 30,946,105 | 30,511,611 |
Diluted net income (loss) per share | $ 0.12 | $ 0.06 | $ 0.20 | $ (0.01) |
Weighted-average common shares and share equivalents outstanding | 31,287,826 | 31,170,139 | 31,310,965 | 30,511,611 |
Product revenue | ||||
Revenues | $ 27,811 | $ 20,260 | $ 56,057 | $ 29,961 |
Cost of revenue | 18,864 | 14,402 | 38,297 | 21,631 |
Service revenue | ||||
Revenues | 8,699 | 6,021 | 15,554 | 7,131 |
Cost of revenue | $ 6,858 | $ 4,616 | $ 12,296 | $ 5,563 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock, Shares | Common Stock, Additional Paid-in Capital | Treasury Stock | Retained Deficit |
Shareholders' equity, beginning of period at Mar. 31, 2020 | $ 31,035 | $ 156,503 | $ (36,163) | $ (89,305) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020 | 30,265,997 | ||||
Exercise of stock options for cash | 41 | 41 | |||
Exercise of stock options for cash (shares) | 20,000 | ||||
Shares issued under Employee Stock Purchase Plan | 2 | 2 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 458 | ||||
Stock-based compensation | 208 | 208 | |||
Stock-based compensation (shares) | 342,780 | ||||
Employee tax withholdings on stock-based compensation | (18) | (18) | |||
Employee tax withholdings on stock-based compensation (shares) | (4,346) | ||||
Net income (loss) | (2,219) | (2,219) | |||
Shareholders' equity, end of period at Jun. 30, 2020 | 29,049 | 156,752 | (36,179) | (91,524) | |
Shareholders' equity, at end of period (shares) at Jun. 30, 2020 | 30,624,889 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2020 | 31,035 | 156,503 | (36,163) | (89,305) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020 | 30,265,997 | ||||
Net income (loss) | (305) | ||||
Shareholders' equity, end of period at Sep. 30, 2020 | 31,240 | 157,031 | (36,181) | (89,610) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2020 | 30,709,810 | ||||
Shareholders' equity, beginning of period at Jun. 30, 2020 | 29,049 | 156,752 | (36,179) | (91,524) | |
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2020 | 30,624,889 | ||||
Exercise of stock options for cash | 28 | 28 | |||
Exercise of stock options for cash (shares) | 9,000 | ||||
Shares issued under Employee Stock Purchase Plan | 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 151 | ||||
Stock-based compensation | 251 | 251 | |||
Stock-based compensation (shares) | 76,351 | ||||
Employee tax withholdings on stock-based compensation | (3) | (3) | |||
Employee tax withholdings on stock-based compensation (shares) | (581) | ||||
Net income (loss) | 1,914 | 1,914 | |||
Shareholders' equity, end of period at Sep. 30, 2020 | 31,240 | 157,031 | (36,181) | (89,610) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2020 | 30,709,810 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2021 | 58,074 | 157,485 | (36,240) | (63,171) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2021 | 30,805,300 | ||||
Exercise of stock options for cash | 101 | 101 | |||
Exercise of stock options for cash (shares) | 24,045 | ||||
Shares issued under Employee Stock Purchase Plan | $ 3 | 3 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 496 | 496 | |||
Stock-based compensation | $ 160 | 160 | |||
Stock-based compensation (shares) | 171,470 | ||||
Employee tax withholdings on stock-based compensation | (4) | (4) | |||
Employee tax withholdings on stock-based compensation (shares) | (610) | ||||
Net income (loss) | 2,510 | 2,510 | |||
Shareholders' equity, end of period at Jun. 30, 2021 | 60,844 | 157,746 | (36,241) | (60,661) | |
Shareholders' equity, at end of period (shares) at Jun. 30, 2021 | 31,000,701 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2021 | $ 58,074 | 157,485 | (36,240) | (63,171) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2021 | 30,805,300 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 823 | ||||
Net income (loss) | $ 6,169 | ||||
Shareholders' equity, end of period at Sep. 30, 2021 | 64,732 | 157,975 | (36,241) | (57,002) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2021 | 31,063,630 | ||||
Shareholders' equity, beginning of period at Jun. 30, 2021 | 60,844 | 157,746 | (36,241) | (60,661) | |
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2021 | 31,000,701 | ||||
Exercise of stock options for cash | 18 | 18 | |||
Exercise of stock options for cash (shares) | 7,000 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 327 | 327 | |||
Stock-based compensation | $ 211 | 211 | |||
Stock-based compensation (shares) | 55,896 | ||||
Employee tax withholdings on stock-based compensation | (1) | (1) | |||
Employee tax withholdings on stock-based compensation (shares) | (294) | ||||
Net income (loss) | 3,659 | 3,659 | |||
Shareholders' equity, end of period at Sep. 30, 2021 | $ 64,732 | $ 157,975 | $ (36,241) | $ (57,002) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2021 | 31,063,630 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ 6,169 | $ (305) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 622 | 587 |
Amortization of intangible assets | 113 | 152 |
Stock-based compensation | 372 | 459 |
Amortization of debt issue costs | 31 | 122 |
Deferred income tax | 2,075 | |
(Gain) loss on sale of property and equipment | (15) | 6 |
Provision for inventory reserves | 313 | 112 |
Provision for bad debts | 8 | |
Other | 4 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,972) | (5,909) |
Revenue earned but not billed | 722 | (2,674) |
Inventories | (495) | (3,723) |
Prepaid expenses and other assets | (1,015) | 206 |
Accounts payable | (633) | (6,305) |
Accrued expenses and other | (2,208) | 3,058 |
Deferred revenue, current and long-term | (43) | 72 |
Net cash used in operating activities | (3,956) | (14,138) |
Investing activities | ||
Cash paid for investment | (500) | |
Purchases of property and equipment | (312) | (397) |
Additions to patents and licenses | (7) | (30) |
Proceeds from sale of property, plant and equipment | 17 | |
Net cash used in investing activities | (802) | (427) |
Financing activities | ||
Payment of long-term debt | (7) | (28) |
Proceeds from revolving credit facility | 8,000 | |
Payments of revolving credit facility | (10,085) | |
Payments to settle employee tax withholdings on stock-based compensation | (6) | (20) |
Deferred financing costs | (5) | |
Net proceeds from employee equity exercises | 123 | 71 |
Net cash provided by (used in) financing activities | 105 | (2,062) |
Net decrease in cash and cash equivalents | (4,653) | (16,627) |
Cash and cash equivalents at beginning of period | 19,393 | 28,751 |
Cash and cash equivalents at end of period | $ 14,740 | 12,124 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 355 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion is a developer, manufacturer and provider of energy-efficient LED lighting, controls and Internet of Things (“IoT”) systems, including turnkey project implementation, program management and system maintenance to commercial and industrial businesses, and federal and local governments, predominantly in North America. |
IMPACT OF COVID-19
IMPACT OF COVID-19 | 6 Months Ended |
Sep. 30, 2021 | |
Extraordinary And Unusual Items [Abstract] | |
IMPACT OF COVID-19 | NOTE 2 — IMPACT OF COVID-19 The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Orion’s business was adversely impacted by measures taken by government entities and others to control the spread of the virus beginning in March 2020, the last month of Orion’s fiscal 2020 year, and continuing most significantly into the second quarter of fiscal 2021. During the second half of fiscal 2021, Orion experienced a rebound in business. Project installations resumed for Orion’s largest customer and installations for a new large specialty retail customer began, with no further significant COVID-19 impacts. However, some customers continue to refrain from awarding new projects and potential future risks remain due to the COVID-19 pandemic. In addition, the COVID-19 pandemic has led to various supply chain challenges, especially related to shipping and logistics issues, component availability, rising input costs and a tight labor market. As an essential business, Orion provides products and services to ensure energy and lighting infrastructure and Orion therefore continued to operate throughout the pandemic. If there is a resurgence of the COVID-19 pandemic, Orion’s markets and operations could be impacted and there could be a further material adverse financial impact, including supply chain disruption for certain components. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2022 or other interim periods. The Condensed Consolidated Balance Sheet March 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 1, 2021. 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, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates . Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is deposited with two financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2021, no suppliers accounted for more than 10.0% of total cost of revenue. For the three months ended September 30, 2020, one supplier accounted for 10.3%, of total cost of revenue. For the six months ended September 30, 2020, no supplier accounted for more than 10% of total cost of revenue. For the three and six months ended September 30, 2021, one customer accounted for 58.9% and 55.0% of total revenue, respectively. For the three months ended September 30, 2020, one customer accounted for 60.7 % of total revenue. For the six months ended September 30, 2020, two customers accounted for 44.4% and 14.9% of total revenue, respectively. As of September 30, 2021, one customer accounted for 66.7% of accounts receivable. As of March 31, 2021, three customers accounted for 33.9%, 16.4% and 10.1% of accounts receivable, respectively. Recent Accounting Pronouncements Issued: Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations, cash flows, and the related footnote disclosures. |
REVENUE
REVENUE | 6 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE | NOTE 4 — REVENUE The following tables provide detail of Orion’s total revenues for the three and six months ended September 30, 2021 and September 30, 2020 (dollars in thousands): Three Months Ended September 30, 2021 Six Months Ended September 30, 2021 Product Services Total Product Services Total Revenue from contracts with customers: Lighting revenues, by end user Federal government $ 106 $ 138 $ 244 $ 599 $ 408 $ 1,007 Commercial and industrial 27,574 8,561 36,135 54,538 15,146 69,684 Total lighting 27,680 8,699 36,379 55,137 15,554 70,691 Solar energy related revenues 12 — 12 28 — 28 Total revenues from contracts with customers 27,692 8,699 36,391 55,165 15,554 70,719 Revenue accounted for under other guidance 119 — 119 892 — 892 Total revenue $ 27,811 $ 8,699 $ 36,510 $ 56,057 $ 15,554 $ 71,611 Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Product Services Total Product Services Total Revenue from contracts with customers: Lighting revenues, by end user Federal government $ 85 $ 26 $ 111 $ 135 $ 26 $ 161 Commercial and industrial 18,816 5,995 24,811 27,525 7,105 34,630 Total lighting 18,901 6,021 24,922 27,660 7,131 34,791 Solar energy related revenues 20 — 20 42 — 42 Total revenues from contracts with customers 18,921 6,021 24,942 27,702 7,131 34,833 Revenue accounted for under other guidance 1,339 — 1,339 2,259 — 2,259 Total revenue $ 20,260 $ 6,021 $ 26,281 $ 29,961 $ 7,131 $ 37,092 From time to time, Orion sells the receivables from one customer to a financing institution. The total amount received from the sales of these receivables during the three and six months ended September 30, 2021, was $0 and $2.4 million, respectively. Orion’s losses on these sales were $1 thousand and $3 thousand, for the three and six months ended September 30, 2021, respectively and are included in Interest expense in the Condensed Consolidated Statements of Operations. The total amount received from the sales of these receivables during the three and six months ended September 30, 2020 was $2.1 million and $2.3 million, respectively. Orion’s losses on these sales were $9 thousand for the three and six months ended September 30, 2020 and are included in Interest expense in the Condensed Consolidated Statement of Operations. The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of September 30, 2021 and March 31, 2021 (dollars in thousands): September 30, 2021 March 31, 2021 Accounts receivable, net $ 23,536 $ 13,572 Contract assets $ 2,102 $ 2,367 Contract liabilities $ 6 $ 11 There were no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. There were no significant changes to contract liabilities. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 5 — ACCOUNTS RECEIVABLE, NET As of September 30, 2021, and March 31, 2021, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): September 30, 2021 March 31, 2021 Accounts receivable, gross $ 23,552 $ 13,583 Allowance for doubtful accounts (16 ) (11 ) Accounts receivable, net $ 23,536 $ 13,572 |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | NOTE 6 — INVENTORIES, NET As of September 30, 2021, and March 31, 2021, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Obsolescence Reserve Net As of September 30, 2021 Raw materials and components $ 11,162 $ (1,079 ) $ 10,083 Work in process 959 (342 ) 617 Finished goods 9,751 (737 ) 9,014 Total $ 21,872 $ (2,158 ) $ 19,714 As of March 31, 2021 Raw materials and components $ 12,410 $ (967 ) $ 11,443 Work in process 758 (356 ) 402 Finished goods 8,295 (586 ) 7,709 Total $ 21,463 $ (1,909 ) $ 19,554 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Sep. 30, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of September 30, 2021, and March 31, 2021, prepaid expenses and other current assets include the following (dollars in thousands): September 30, 2021 March 31, 2021 Payroll tax credit $ 1,587 $ — Other prepaid expenses 772 1,082 Total $ 2,359 $ 1,082 During the three months ended September 30, 2021, Orion recorded a $1.6 million current asset for the anticipated employee retention payroll tax credit (“payroll tax credit”), as expanded and extended by the American Rescue Plan Act of 2021. The credit was recorded as an offset to payroll expense in the following income statement categories: $0.7 million in cost of product revenue, $0.1 million in cost of service revenue, $0.3 million in general and administrative, $0.4 million in sales and marketing, and $0.1 million in research and development expenses. The timing of the refundable portion of the payroll tax credit is subject to Internal Revenue Service processing times. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8 — PROPERTY AND EQUIPMENT, NET As of September 30, 2021, and March 31, 2021, property and equipment, net, included the following (dollars in thousands): September 30, 2021 March 31, 2021 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,477 Furniture, fixtures and office equipment 7,526 7,372 Leasehold improvements 429 340 Equipment leased to customers 4,997 4,997 Plant equipment 12,205 12,451 Construction in Progress 45 135 Gross property and equipment 35,126 35,205 Less: accumulated depreciation (24,041 ) (23,836 ) Total property and equipment, net $ 11,085 $ 11,369 |
LEASES
LEASES | 6 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 9 — LEASES From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Orion accounts for leases in accordance with ASC 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification September 30, 2021 March 31, 2021 Assets Operating lease assets Other long-term assets $ 2,315 $ 2,585 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 667 $ 647 Non-current liabilities Operating lease liabilities Other long-term liabilities 2,302 2,642 Total lease liabilities $ 2,969 $ 3,289 Orion had operating lease costs of $0.2 million and $0.4 million for the three and six months ended September 30, 2021. Orion had operating lease costs of $0.2 million and $0.4 million for the three and six months ended September 30, 2020. The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2022 (period remaining) $ 394 Fiscal 2023 819 Fiscal 2024 756 Fiscal 2025 735 Fiscal 2026 628 Total lease payments $ 3,332 Less: Interest (363 ) Present value of lease liabilities $ 2,969 Assets Orion Leases to Other Parties One of Orion’s frequent customers purchases products and installation services under agreements that provide for monthly payments, at a fixed monthly amount, of the contract price, plus interest, typically over a five-year period. While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. The portions of the transaction associated with the sale of the light fixtures is accounted for as a sales-type lease under ASC 842. The total transaction price in these contracts is allocated between the lease and non-lease components in the same manner as the total transaction price of other turnkey projects containing lighting fixtures and installation services. Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Condensed Consolidated Statement of Operations. The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the three and six months ended September 30, 2021 and September 30, 2020 (dollars in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Product revenue $ 100 $ 938 $ 651 $ 1,382 Cost of product revenue $ 104 $ 813 $ 583 $ 1,251 |
OTHER INTANGIBLE ASSETS, NET
OTHER INTANGIBLE ASSETS, NET | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
OTHER INTANGIBLE ASSETS, NET | NOTE 10 — OTHER INTANGIBLE ASSETS, NET As of September 30, 2021, and March 31, 2021, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): September 30, 2021 March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,801 $ (1,967 ) $ 834 $ 2,796 $ (1,875 ) $ 921 Licenses 58 (58 ) — 58 (58 ) — Trade name and trademarks (indefinite lived) 1,012 — 1,012 1,011 — 1,011 Customer relationships 3,600 (3,600 ) — 3,600 (3,591 ) 9 Developed technology 900 (900 ) — 900 (889 ) 11 Total $ 8,371 $ (6,525 ) $ 1,846 $ 8,365 $ (6,413 ) $ 1,952 Amortization expense on intangible assets was $46 thousand and $0.1 million for the three and six months ended September 30, 2021, respectively. Amortization expense on intangible assets was $0.1 million and $0.2 million for the three and six months ended September 30, 2020, respectively. As of September 30, 2021, the weighted average remaining useful life of intangible assets was 8.8 years. The estimated amortization expense for the remainder of fiscal 2022, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2022 (period remaining) $ 93 Fiscal 2023 115 Fiscal 2024 111 Fiscal 2025 101 Fiscal 2026 90 Fiscal 2027 75 Thereafter 249 Total $ 834 |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 6 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER | NOTE 11 — ACCRUED EXPENSES AND OTHER As of September 30, 2021, and March 31, 2021, accrued expenses and other included the following (dollars in thousands): September 30, 2021 March 31, 2021 Accrued project costs $ 3,858 $ 5,010 Compensation and benefits 2,176 2,851 Other accruals 2,158 1,730 Credits due to customers 1,149 1,009 Sales tax 1,047 1,318 Warranty 727 705 Legal and professional fees 99 497 Sales returns reserve 92 106 Total $ 11,306 $ 13,226 Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products. Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Beginning of period $ 1,038 $ 865 $ 1,009 $ 1,069 Accruals 89 178 205 147 Warranty claims (net of vendor reimbursements) (113 ) (158 ) (200 ) (331 ) End of period $ 1,014 $ 885 $ 1,014 $ 885 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 6 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 12 — NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net income (loss) per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income (loss) per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Due to the net loss incurred during the six months ended September 30, 2020, the assumed exercise of all equity incentive instruments was anti-dilutive and, therefore, was not included in the diluted loss per common share calculation for those periods. For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) (in thousands) $ 3,659 $ 1,914 $ 6,169 $ (305 ) Denominator: Weighted-average common shares outstanding 31,031,098 30,669,272 30,946,105 30,511,611 Weighted-average common shares and common share equivalents outstanding 31,287,826 31,170,139 31,310,965 30,511,611 Net income (loss) per common share: Basic $ 0.12 $ 0.06 $ 0.20 $ (0.01 ) Diluted $ 0.12 $ 0.06 $ 0.20 $ (0.01 ) The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income (loss) per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Common stock options — — — 71,817 Restricted shares 26,205 — 26,205 125,880 Total 26,205 — 26,205 197,697 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 13 — LONG-TERM DEBT Long-term debt consisted of the following (dollars in thousands): September 30, 2021 March 31, 2021 Revolving credit facility $ — $ — Equipment debt obligations 42 49 Total long-term debt 42 49 Less current maturities (15 ) (14 ) Long-term debt, less current maturities $ 27 $ 35 Revolving Credit Agreement On December 29, 2020, Orion entered into a new $25 million Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”). The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans. The Credit Agreement provides for a five-year As of September 30, 2021, Orion is in compliance with all debt covenants. Equipment Debt Obligations In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $44 thousand and $30 thousand to fund the purchase of certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43% and 8.77% per annum, respectively, and both debts mature in January 2024. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book income (loss) before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended September 30, 2021 and 2020, Orion recorded income tax expense (benefit) of $1.3 million and $(0.1) million, respectively, using this methodology. For the six months ended September 30, 2021 and 2020, Orion recorded income tax expense of $2.2 million and $1 thousand, respectively, using this methodology. As of September 30, 2021 and March 31, 2021, Orion recorded a valuation allowance of $1.3 million against its net deferred tax asset balance. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes. Uncertain Tax Positions As of September 30, 2021, Orion’s balance of gross unrecognized tax benefits was approximately $0.4 million, all of which would reduce Orion’s effective tax rate if recognized. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in Income tax expense. Penalties and interest are included in the unrecognized tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 — COMMITMENTS AND CONTINGENCIES Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. Orion does not believe the final resolution of any of such claims or legal proceedings will have a material adverse effect on Orion’s future results of operations or financial condition. State Tax Assessment During fiscal 2018, Orion was notified of a pending sales and use tax audit by the Wisconsin Department of Revenue for the period covering April 1, 2013 through March 31, 2017. Although the final resolution of Orion's sales and use tax audit is uncertain, the ultimate disposition of this matter is not expected to have a material adverse effect on Orion's future results of operations or financial conditions. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 16 — SHAREHOLDERS’ EQUITY Shareholder Rights Plan On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated as of January 7, 2009 and extended its terms by three years to January 7, 2022. Under the amendment, each common share purchase right (a “Right”), if exercisable, will initially represent the right to purchase from Orion, one share of Orion’s common stock, no par value per share, for a purchase price of $7.00 per share. The Rights will not be exercisable (and will be transferable only with Orion’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 Orion’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 Rights Agreement) will have the right to receive upon exercise that number of shares of Orion’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, Orion 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 Rights Agreement) will thereafter have the right to receive upon exercise 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 Orion. At any time prior to a person becoming an Acquiring Person, the Board of Directors of Orion 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, 2022. Employee Stock Purchase Plan In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or “ESPP”. In the three months ended September 30, 2021, Orion issued 327 shares under the ESPP plan at a closing market price of $3.89. Shares Issued Under ESPP Plan Closing Market Price Quarter Ended June 30, 2021 496 5.73 Quarter Ended September 30, 2021 327 3.89 Total issued in fiscal 2022 823 $ 3.89 - 5.73 Sale of shares In March 2020, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $100.0 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes. In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock from time to time, having an aggregate offering price of up to $50 million. No share sales were effected pursuant to the ATM program through September 30, 2021. |
STOCK OPTIONS AND RESTRICTED SH
STOCK OPTIONS AND RESTRICTED SHARES | 6 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK OPTIONS AND RESTRICTED SHARES | NOTE 17 — STOCK OPTIONS AND RESTRICTED SHARES At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards. The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units. Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The following amounts of stock-based compensation were recorded (dollars in thousands): For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Cost of product revenue $ 1 $ 1 $ 3 $ 2 General and administrative 205 241 360 439 Sales and marketing 4 1 7 2 Research and development 1 8 2 16 Total $ 211 $ 251 $ 372 $ 459 During the first six months of fiscal 2022, Orion had the following activity related to its stock-based compensation: Restricted Shares Stock Options Awards outstanding at March 31, 2021 469,639 196,318 Awards granted 185,833 — Awards vested or exercised (227,366 ) (31,045 ) Awards forfeited — (22,045 ) Awards outstanding at September 30, 2021 428,106 143,228 Per share price on grant date $ 5.98 — As of September 30, 2021, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.8 years, was approximately $1.7 million. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | NOTE 18 — SEGMENTS Orion has the following business segments: Orion Engineered Services Division ("OES"), Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division ("USM"). The accounting policies are the same for each business segment as they are on a consolidated basis. Orion Engineered Systems Division The OES segment develops and sells lighting products and provides construction, engineering and maintenance services for Orion's commercial lighting and energy management systems. OES provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers. Orion Distribution Services Division The ODS segment sells lighting products through manufacturer representative agencies and a network of North American broadline electrical distributors and contractors. Orion U.S. Markets Division The USM segment sells commercial lighting systems and energy management systems to contractors and ESCOs. Corporate and Other Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) For the Three Months Ended September 30, For the Three Months Ended September 30, 2021 2020 2021 2020 Segments: Orion Engineered Systems $ 26,952 $ 18,470 $ 4,281 $ 1,764 Orion Distribution Services 4,036 5,500 560 926 Orion U.S. Markets 5,522 2,311 1,297 304 Corporate and Other — — (1,107 ) (1,125 ) $ 36,510 $ 26,281 $ 5,031 $ 1,869 Revenues Operating Income (Loss) For the Six Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Segments: Orion Engineered Systems $ 48,940 $ 20,726 $ 6,145 $ (86 ) Orion Distribution Services 13,322 12,129 2,682 1,678 Orion U.S. Markets 9,349 4,237 1,948 385 Corporate and Other — — (2,326 ) (2,153 ) $ 71,611 $ 37,092 $ 8,449 $ (176 ) Operating Income above includes a payroll tax credit for the three and six months ended September 30, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2022 or other interim periods. The Condensed Consolidated Balance Sheet March 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 1, 2021. |
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, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates . |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is deposited with two financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2021, no suppliers accounted for more than 10.0% of total cost of revenue. For the three months ended September 30, 2020, one supplier accounted for 10.3%, of total cost of revenue. For the six months ended September 30, 2020, no supplier accounted for more than 10% of total cost of revenue. For the three and six months ended September 30, 2021, one customer accounted for 58.9% and 55.0% of total revenue, respectively. For the three months ended September 30, 2020, one customer accounted for 60.7 % of total revenue. For the six months ended September 30, 2020, two customers accounted for 44.4% and 14.9% of total revenue, respectively. As of September 30, 2021, one customer accounted for 66.7% of accounts receivable. As of March 31, 2021, three customers accounted for 33.9%, 16.4% and 10.1% of accounts receivable, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Issued: Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations, cash flows, and the related footnote disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide detail of Orion’s total revenues for the three and six months ended September 30, 2021 and September 30, 2020 (dollars in thousands): Three Months Ended September 30, 2021 Six Months Ended September 30, 2021 Product Services Total Product Services Total Revenue from contracts with customers: Lighting revenues, by end user Federal government $ 106 $ 138 $ 244 $ 599 $ 408 $ 1,007 Commercial and industrial 27,574 8,561 36,135 54,538 15,146 69,684 Total lighting 27,680 8,699 36,379 55,137 15,554 70,691 Solar energy related revenues 12 — 12 28 — 28 Total revenues from contracts with customers 27,692 8,699 36,391 55,165 15,554 70,719 Revenue accounted for under other guidance 119 — 119 892 — 892 Total revenue $ 27,811 $ 8,699 $ 36,510 $ 56,057 $ 15,554 $ 71,611 Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Product Services Total Product Services Total Revenue from contracts with customers: Lighting revenues, by end user Federal government $ 85 $ 26 $ 111 $ 135 $ 26 $ 161 Commercial and industrial 18,816 5,995 24,811 27,525 7,105 34,630 Total lighting 18,901 6,021 24,922 27,660 7,131 34,791 Solar energy related revenues 20 — 20 42 — 42 Total revenues from contracts with customers 18,921 6,021 24,942 27,702 7,131 34,833 Revenue accounted for under other guidance 1,339 — 1,339 2,259 — 2,259 Total revenue $ 20,260 $ 6,021 $ 26,281 $ 29,961 $ 7,131 $ 37,092 |
Summary of Contract Assets and Liabilities | The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of September 30, 2021 and March 31, 2021 (dollars in thousands): September 30, 2021 March 31, 2021 Accounts receivable, net $ 23,536 $ 13,572 Contract assets $ 2,102 $ 2,367 Contract liabilities $ 6 $ 11 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts Balances | As of September 30, 2021, and March 31, 2021, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): September 30, 2021 March 31, 2021 Accounts receivable, gross $ 23,552 $ 13,583 Allowance for doubtful accounts (16 ) (11 ) Accounts receivable, net $ 23,536 $ 13,572 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | As of September 30, 2021, and March 31, 2021, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Obsolescence Reserve Net As of September 30, 2021 Raw materials and components $ 11,162 $ (1,079 ) $ 10,083 Work in process 959 (342 ) 617 Finished goods 9,751 (737 ) 9,014 Total $ 21,872 $ (2,158 ) $ 19,714 As of March 31, 2021 Raw materials and components $ 12,410 $ (967 ) $ 11,443 Work in process 758 (356 ) 402 Finished goods 8,295 (586 ) 7,709 Total $ 21,463 $ (1,909 ) $ 19,554 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | As of September 30, 2021, and March 31, 2021, prepaid expenses and other current assets include the following (dollars in thousands): September 30, 2021 March 31, 2021 Payroll tax credit $ 1,587 $ — Other prepaid expenses 772 1,082 Total $ 2,359 $ 1,082 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | As of September 30, 2021, and March 31, 2021, property and equipment, net, included the following (dollars in thousands): September 30, 2021 March 31, 2021 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,477 Furniture, fixtures and office equipment 7,526 7,372 Leasehold improvements 429 340 Equipment leased to customers 4,997 4,997 Plant equipment 12,205 12,451 Construction in Progress 45 135 Gross property and equipment 35,126 35,205 Less: accumulated depreciation (24,041 ) (23,836 ) Total property and equipment, net $ 11,085 $ 11,369 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Assets Leased from Third Parties | A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification September 30, 2021 March 31, 2021 Assets Operating lease assets Other long-term assets $ 2,315 $ 2,585 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 667 $ 647 Non-current liabilities Operating lease liabilities Other long-term liabilities 2,302 2,642 Total lease liabilities $ 2,969 $ 3,289 |
Summary of Estimated Maturity of Lease Liabilities | The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2022 (period remaining) $ 394 Fiscal 2023 819 Fiscal 2024 756 Fiscal 2025 735 Fiscal 2026 628 Total lease payments $ 3,332 Less: Interest (363 ) Present value of lease liabilities $ 2,969 |
Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases | The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the three and six months ended September 30, 2021 and September 30, 2020 (dollars in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Product revenue $ 100 $ 938 $ 651 $ 1,382 Cost of product revenue $ 104 $ 813 $ 583 $ 1,251 |
OTHER INTANGIBLE ASSETS, NET (T
OTHER INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Components and Changes in Other Intangible Assets | As of September 30, 2021, and March 31, 2021, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): September 30, 2021 March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,801 $ (1,967 ) $ 834 $ 2,796 $ (1,875 ) $ 921 Licenses 58 (58 ) — 58 (58 ) — Trade name and trademarks (indefinite lived) 1,012 — 1,012 1,011 — 1,011 Customer relationships 3,600 (3,600 ) — 3,600 (3,591 ) 9 Developed technology 900 (900 ) — 900 (889 ) 11 Total $ 8,371 $ (6,525 ) $ 1,846 $ 8,365 $ (6,413 ) $ 1,952 |
Summary of Estimated Amortization Expense | The estimated amortization expense for the remainder of fiscal 2022, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2022 (period remaining) $ 93 Fiscal 2023 115 Fiscal 2024 111 Fiscal 2025 101 Fiscal 2026 90 Fiscal 2027 75 Thereafter 249 Total $ 834 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other | As of September 30, 2021, and March 31, 2021, accrued expenses and other included the following (dollars in thousands): September 30, 2021 March 31, 2021 Accrued project costs $ 3,858 $ 5,010 Compensation and benefits 2,176 2,851 Other accruals 2,158 1,730 Credits due to customers 1,149 1,009 Sales tax 1,047 1,318 Warranty 727 705 Legal and professional fees 99 497 Sales returns reserve 92 106 Total $ 11,306 $ 13,226 |
Changes in Warranty Accrual | Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Beginning of period $ 1,038 $ 865 $ 1,009 $ 1,069 Accruals 89 178 205 147 Warranty claims (net of vendor reimbursements) (113 ) (158 ) (200 ) (331 ) End of period $ 1,014 $ 885 $ 1,014 $ 885 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of the Effect of Net Income (Loss) Per Common Share | Net income (loss) per common share is calculated based upon the following shares: For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) (in thousands) $ 3,659 $ 1,914 $ 6,169 $ (305 ) Denominator: Weighted-average common shares outstanding 31,031,098 30,669,272 30,946,105 30,511,611 Weighted-average common shares and common share equivalents outstanding 31,287,826 31,170,139 31,310,965 30,511,611 Net income (loss) per common share: Basic $ 0.12 $ 0.06 $ 0.20 $ (0.01 ) Diluted $ 0.12 $ 0.06 $ 0.20 $ (0.01 ) |
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income (Loss) per Common Share | The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income (loss) per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Common stock options — — — 71,817 Restricted shares 26,205 — 26,205 125,880 Total 26,205 — 26,205 197,697 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (dollars in thousands): September 30, 2021 March 31, 2021 Revolving credit facility $ — $ — Equipment debt obligations 42 49 Total long-term debt 42 49 Less current maturities (15 ) (14 ) Long-term debt, less current maturities $ 27 $ 35 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of ESPP Activity | In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or “ESPP”. In the three months ended September 30, 2021, Orion issued 327 shares under the ESPP plan at a closing market price of $3.89. Shares Issued Under ESPP Plan Closing Market Price Quarter Ended June 30, 2021 496 5.73 Quarter Ended September 30, 2021 327 3.89 Total issued in fiscal 2022 823 $ 3.89 - 5.73 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED SHARES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | The following amounts of stock-based compensation were recorded (dollars in thousands): For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Cost of product revenue $ 1 $ 1 $ 3 $ 2 General and administrative 205 241 360 439 Sales and marketing 4 1 7 2 Research and development 1 8 2 16 Total $ 211 $ 251 $ 372 $ 459 |
Summary of Stock Options Activity | During the first six months of fiscal 2022, Orion had the following activity related to its stock-based compensation: Restricted Shares Stock Options Awards outstanding at March 31, 2021 469,639 196,318 Awards granted 185,833 — Awards vested or exercised (227,366 ) (31,045 ) Awards forfeited — (22,045 ) Awards outstanding at September 30, 2021 428,106 143,228 Per share price on grant date $ 5.98 — |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) For the Three Months Ended September 30, For the Three Months Ended September 30, 2021 2020 2021 2020 Segments: Orion Engineered Systems $ 26,952 $ 18,470 $ 4,281 $ 1,764 Orion Distribution Services 4,036 5,500 560 926 Orion U.S. Markets 5,522 2,311 1,297 304 Corporate and Other — — (1,107 ) (1,125 ) $ 36,510 $ 26,281 $ 5,031 $ 1,869 Revenues Operating Income (Loss) For the Six Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Segments: Orion Engineered Systems $ 48,940 $ 20,726 $ 6,145 $ (86 ) Orion Distribution Services 13,322 12,129 2,682 1,678 Orion U.S. Markets 9,349 4,237 1,948 385 Corporate and Other — — (2,326 ) (2,153 ) $ 71,611 $ 37,092 $ 8,449 $ (176 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021CustomerSupplier | Sep. 30, 2020SupplierCustomer | Sep. 30, 2021Customerfinancial_instituionSupplier | Sep. 30, 2020SupplierCustomer | Mar. 31, 2021Customer | |
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Number of financial institutions | financial_instituion | 2 | ||||
Number of supplier more than ten percent of cost of revenue | Supplier | 0 | 1 | 0 | 0 | |
Number of customer more than ten percent of revenue | 1 | 1 | 1 | 2 | |
Number of customer more than ten percent of accounts receivable | 1 | 1 | 3 | ||
Cost of revenue | Supplier Concentration Risk | Minimum | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | ||
Cost of revenue | Supplier Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.30% | ||||
Revenue | Customer Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 58.90% | 60.70% | 55.00% | 44.40% | |
Revenue | Customer Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 14.90% | ||||
Accounts Receivable | Credit Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 66.70% | 33.90% | |||
Accounts Receivable | Credit Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 16.40% | ||||
Accounts Receivable | Credit Concentration Risk | Customer Three | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.10% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 36,391 | $ 24,942 | $ 70,719 | $ 34,833 |
Revenue accounted for under other guidance | 119 | 1,339 | 892 | 2,259 |
Total revenue | 36,510 | 26,281 | 71,611 | 37,092 |
Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 27,692 | 18,921 | 55,165 | 27,702 |
Revenue accounted for under other guidance | 119 | 1,339 | 892 | 2,259 |
Total revenue | 27,811 | 20,260 | 56,057 | 29,961 |
Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,699 | 6,021 | 15,554 | 7,131 |
Revenue accounted for under other guidance | 0 | 0 | 0 | 0 |
Total revenue | 8,699 | 6,021 | 15,554 | 7,131 |
Federal government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 244 | 111 | 1,007 | 161 |
Federal government | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 106 | 85 | 599 | 135 |
Federal government | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 138 | 26 | 408 | 26 |
Commercial and industrial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 36,135 | 24,811 | 69,684 | 34,630 |
Commercial and industrial | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 27,574 | 18,816 | 54,538 | 27,525 |
Commercial and industrial | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,561 | 5,995 | 15,146 | 7,105 |
Total lighting | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 36,379 | 24,922 | 70,691 | 34,791 |
Total lighting | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 27,680 | 18,901 | 55,137 | 27,660 |
Total lighting | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,699 | 6,021 | 15,554 | 7,131 |
Solar energy related revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 12 | 20 | 28 | 42 |
Solar energy related revenues | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 12 | 20 | 28 | 42 |
Solar energy related revenues | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE (Narrative) (Details)
REVENUE (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | ||||
Proceeds from sale of revenue earned but not billed | $ 0 | $ 2,100,000 | $ 2,400,000 | $ 2,300,000 |
Gain (loss) on sale of revenue earned but not billed | $ (1,000) | $ (9,000) | (3,000) | $ (9,000) |
Change in contract asset reclassified to accounts receivable | 0 | |||
Change in contract liability | $ 0 |
REVENUE - Summary of Contract A
REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable, net | $ 23,536 | $ 13,572 |
Contract assets | 2,102 | 2,367 |
Contract liabilities | $ 6 | $ 11 |
ACCOUNTS RECEIVABLE, NET (Accou
ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 23,552 | $ 13,583 |
Allowance for doubtful accounts | (16) | (11) |
Accounts receivable, net | $ 23,536 | $ 13,572 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Cost | ||
Raw materials and components | $ 11,162 | $ 12,410 |
Work in process | 959 | 758 |
Finished goods | 9,751 | 8,295 |
Total | 21,872 | 21,463 |
Reserve | ||
Raw materials and components | (1,079) | (967) |
Work in process | (342) | (356) |
Finished goods | (737) | (586) |
Total | (2,158) | (1,909) |
Net | ||
Raw materials and components | 10,083 | 11,443 |
Work in process | 617 | 402 |
Finished goods | 9,014 | 7,709 |
Total | $ 19,714 | $ 19,554 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Payroll tax credit | $ 1,587 | |
Other prepaid expenses | 772 | $ 1,082 |
Total | $ 2,359 | $ 1,082 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Payroll tax credit | $ 1,587 | $ 1,587 | ||
Cost of revenue | 25,722 | $ 19,018 | 50,593 | $ 27,194 |
General and administrative | 2,753 | 2,638 | 5,864 | 5,049 |
Sales and marketing | 2,687 | 2,332 | 5,932 | 4,186 |
Research and development | 317 | 424 | 773 | 839 |
American Rescue Plan Act of 2021 | ||||
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Payroll tax credit | 1,600 | 1,600 | ||
General and administrative | 300 | |||
Sales and marketing | 400 | |||
Research and development | 100 | |||
Product revenue | ||||
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Cost of revenue | 18,864 | 14,402 | 38,297 | 21,631 |
Product revenue | American Rescue Plan Act of 2021 | ||||
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Cost of revenue | 700 | |||
Service revenue | ||||
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Cost of revenue | $ 6,858 | $ 4,616 | 12,296 | $ 5,563 |
Service revenue | American Rescue Plan Act of 2021 | ||||
Prepaid Expenses And Other Current Assets [Line Items] | ||||
Cost of revenue | $ 100 |
PROPERTY AND EQUIPMENT, NET (Su
PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Property and equipment | ||
Gross property and equipment | $ 35,126 | $ 35,205 |
Less: accumulated depreciation | (24,041) | (23,836) |
Total property and equipment, net | 11,085 | 11,369 |
Land and land improvements | ||
Property and equipment | ||
Gross property and equipment | 433 | 433 |
Buildings and building improvements | ||
Property and equipment | ||
Gross property and equipment | 9,491 | 9,477 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,526 | 7,372 |
Leasehold Improvements | ||
Property and equipment | ||
Gross property and equipment | 429 | 340 |
Equipment leased to customers | ||
Property and equipment | ||
Gross property and equipment | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Gross property and equipment | 12,205 | 12,451 |
Construction in Progress | ||
Property and equipment | ||
Gross property and equipment | $ 45 | $ 135 |
LEASES (Summary of Assets Lease
LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Leases [Abstract] | ||
Operating lease assets | $ 2,315 | $ 2,585 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Operating lease liabilities current | $ 667 | $ 647 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Operating lease liabilities non-current | $ 2,302 | $ 2,642 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,969 | $ 3,289 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 |
LEASES (Summary of Estimated Ma
LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Leases [Abstract] | ||
Fiscal 2022 (period remaining) | $ 394 | |
Fiscal 2023 | 819 | |
Fiscal 2024 | 756 | |
Fiscal 2025 | 735 | |
Fiscal 2026 | 628 | |
Total lease payments | 3,332 | |
Less: Interest | (363) | |
Present value of lease liabilities | $ 2,969 | $ 3,289 |
LEASES (Schedule of Revenue and
LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Product revenue | $ 100 | $ 938 | $ 651 | $ 1,382 |
Cost of product revenue | $ 104 | $ 813 | $ 583 | $ 1,251 |
OTHER INTANGIBLE ASSETS, NET (S
OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,371 | $ 8,365 |
Accumulated Amortization | (6,525) | (6,413) |
Intangible Assets, Net | 1,846 | 1,952 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,801 | 2,796 |
Accumulated Amortization | (1,967) | (1,875) |
Intangible Assets, Net | 834 | 921 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 58 | 58 |
Accumulated Amortization | (58) | (58) |
Intangible Assets, Net | 0 | 0 |
Trade name and trademarks (indefinite lived) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,012 | 1,011 |
Accumulated Amortization | 0 | 0 |
Intangible Assets, Net | 1,012 | 1,011 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,600 | 3,600 |
Accumulated Amortization | (3,600) | (3,591) |
Intangible Assets, Net | 0 | 9 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 900 | 900 |
Accumulated Amortization | (900) | (889) |
Intangible Assets, Net | $ 0 | $ 11 |
OTHER INTANGIBLE ASSETS, NET (N
OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 46 | $ 100 | $ 113 | $ 152 |
Weighted average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life | 8 years 9 months 18 days |
OTHER INTANGIBLE ASSETS, NET _2
OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Estimated Amortization Expense | |
Fiscal 2022 (period remaining) | $ 93 |
Fiscal 2023 | 115 |
Fiscal 2024 | 111 |
Fiscal 2025 | 101 |
Fiscal 2026 | 90 |
Fiscal 2027 | 75 |
Thereafter | 249 |
Total | $ 834 |
ACCRUED EXPENSES AND OTHER (Acc
ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued project costs | $ 3,858 | $ 5,010 |
Compensation and benefits | 2,176 | 2,851 |
Other accruals | 2,158 | 1,730 |
Credits due to customers | 1,149 | 1,009 |
Sales tax | 1,047 | 1,318 |
Warranty | 727 | 705 |
Legal and professional fees | 99 | 497 |
Sales returns reserve | 92 | 106 |
Total | $ 11,306 | $ 13,226 |
ACCRUED EXPENSES AND OTHER (Nar
ACCRUED EXPENSES AND OTHER (Narrative) (Details) | 6 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Product Warranty Liability [Line Items] | |
Limited warranty term | 1 year |
Maximum [Member] | |
Product Warranty Liability [Line Items] | |
Limited warranty term | 10 years |
ACCRUED EXPENSES AND OTHER (War
ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Movement in Standard Product Warranty Accrual | ||||
Beginning of period | $ 1,038 | $ 865 | $ 1,009 | $ 1,069 |
Accruals | 89 | 178 | 205 | 147 |
Warranty claims (net of vendor reimbursements) | (113) | (158) | (200) | (331) |
End of period | $ 1,014 | $ 885 | $ 1,014 | $ 885 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||
Net income (loss) (in thousands) | $ 3,659 | $ 2,510 | $ 1,914 | $ (2,219) | $ 6,169 | $ (305) |
Denominator: | ||||||
Weighted-average common shares outstanding | 31,031,098 | 30,669,272 | 30,946,105 | 30,511,611 | ||
Weighted-average common shares and common share equivalents outstanding | 31,287,826 | 31,170,139 | 31,310,965 | 30,511,611 | ||
Net income (loss) per common share: | ||||||
Basic | $ 0.12 | $ 0.06 | $ 0.20 | $ (0.01) | ||
Diluted | $ 0.12 | $ 0.06 | $ 0.20 | $ (0.01) |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income (Loss) Per Common Share ) (Details) - shares | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities outstanding | 26,205 | 26,205 | 197,697 |
Common stock options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities outstanding | 71,817 | ||
Restricted shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities outstanding | 26,205 | 26,205 | 125,880 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Long-term debt | ||
Total long-term debt | $ 42 | $ 49 |
Less current maturities | (15) | (14) |
Long-term debt, less current maturities | 27 | 35 |
Equipment debt obligations | ||
Long-term debt | ||
Total long-term debt | $ 42 | $ 49 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) | Dec. 29, 2020 | Sep. 30, 2021 | Feb. 28, 2019 | Oct. 26, 2018 |
Credit Agreement | Bank of America N A | Line of Credit | Revolving credit facility | ||||
Line Of Credit Facility [Line Items] | ||||
Credit facility, amount | $ 25,000,000 | |||
Credit agreement period | 5 years | |||
Credit agreement, maturity date | Dec. 29, 2025 | |||
Credit agreement, amounts borrowed | $ 0 | |||
Prior Credit Agreement | Western Alliance Bank | Line of Credit | Revolving credit facility | ||||
Line Of Credit Facility [Line Items] | ||||
Credit facility, amount | $ 20,150,000 | |||
Debt Instrument 1 | Equipment debt obligations | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of debt | $ 44,000 | |||
Stated interest rate, percentage | 6.43% | |||
Debt maturity month and year | 2024-01 | |||
Debt Instrument 2 | Equipment debt obligations | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of debt | $ 30,000 | |||
Stated interest rate, percentage | 8.77% | |||
Debt maturity month and year | 2024-01 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense/(benefit) | $ 1,343 | $ (72) | $ 2,217 | $ 1 | |
Valuation allowance | 1,300 | 1,300 | $ 1,300 | ||
Unrecognized tax benefits | $ 400 | $ 400 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 03, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Equity Class Of Treasury Stock [Line Items] | ||||||
Rights agreement extended term | 3 years | |||||
Common stock purchased per right | 1 | |||||
Right issue share price | $ 7 | |||||
Minimum subscription percentage | 20.00% | |||||
Number of business days to trigger a distribution date | 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 | $ 0.001 | |||||
Shares issued under ESPP plan | 327 | 496 | 823 | |||
Closing market price | $ 3.89 | |||||
At Market Issuance Sales Agreement | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Sale of share | 0 | |||||
Maximum [Member] | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Closing market price | $ 5.73 | |||||
Proceeds from issuance of debt or sale of equity securities | $ 100 | |||||
Maximum [Member] | At Market Issuance Sales Agreement | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Proceeds from sale of common stock | $ 50 | |||||
Minimum | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Closing market price | $ 3.89 | $ 5.73 | $ 3.89 |
SHAREHOLDERS' EQUITY-Employee S
SHAREHOLDERS' EQUITY-Employee Stock Purchase Plan (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Equity Class Of Treasury Stock [Line Items] | |||
Shares issued under Employee Stock Purchase Plan (shares) | 327 | 496 | 823 |
Closing market price | $ 3.89 | ||
Minimum | |||
Equity Class Of Treasury Stock [Line Items] | |||
Closing market price | $ 3.89 | $ 5.73 | $ 3.89 |
Maximum [Member] | |||
Equity Class Of Treasury Stock [Line Items] | |||
Closing market price | $ 5.73 |
STOCK OPTIONS AND RESTRICTED _3
STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Sep. 30, 2021 | Aug. 07, 2019 | Aug. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred stock-based compensation related to grants of restricted shares, period of recognition | 2 years 9 months 18 days | ||
Deferred stock-based compensation related to grants of restricted shares | $ 1.7 | ||
2016 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reserved shares for issuance to eligible participants (in shares) | 3,500,000 | 1,750,000 | |
Increase in number of common stock shares available for issuance | 1,750,000 |
STOCK OPTIONS AND RESTRICTED _4
STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation | ||||
Total | $ 211 | $ 251 | $ 372 | $ 459 |
Cost of product revenue | ||||
Stock-based compensation | ||||
Total | 1 | 1 | 3 | 2 |
General and administrative | ||||
Stock-based compensation | ||||
Total | 205 | 241 | 360 | 439 |
Sales and marketing | ||||
Stock-based compensation | ||||
Total | 4 | 1 | 7 | 2 |
Research and development | ||||
Stock-based compensation | ||||
Total | $ 1 | $ 8 | $ 2 | $ 16 |
STOCK OPTIONS AND RESTRICTED _5
STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details) | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stock Options | |
Non-vested, beginning balance (shares) | 196,318 |
Awards granted (shares) | 0 |
Awards vested or exercised (shares) | (31,045) |
Awards forfeited (shares) | (22,045) |
Non-vested, ending balance (shares) | 143,228 |
Per share price on grant date (USD per share) | $ / shares | $ 0 |
Restricted shares | |
Restricted Shares | |
Beginning balance (shares) | 469,639 |
Awards granted (shares) | 185,833 |
Awards vested or exercised (shares) | (227,366) |
Ending balance (shares) | 428,106 |
Restricted shares | Minimum | |
Restricted Shares | |
Per share price on grant date (USD per share) | $ / shares | $ 5.98 |
SEGMENTS (Reconciliation of Seg
SEGMENTS (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Corporate and Other | ||||
Revenues | $ 36,510 | $ 26,281 | $ 71,611 | $ 37,092 |
Operating Income (Loss) | 5,031 | 1,869 | 8,449 | (176) |
Operating Segments | Orion Engineered Systems | ||||
Corporate and Other | ||||
Revenues | 26,952 | 18,470 | 48,940 | 20,726 |
Operating Income (Loss) | 4,281 | 1,764 | 6,145 | (86) |
Operating Segments | Orion Distribution Services | ||||
Corporate and Other | ||||
Revenues | 4,036 | 5,500 | 13,322 | 12,129 |
Operating Income (Loss) | 560 | 926 | 2,682 | 1,678 |
Operating Segments | Orion U.S. Markets | ||||
Corporate and Other | ||||
Revenues | 5,522 | 2,311 | 9,349 | 4,237 |
Operating Income (Loss) | 1,297 | 304 | 1,948 | 385 |
Corporate and Other | ||||
Corporate and Other | ||||
Operating Income (Loss) | $ (1,107) | $ (1,125) | $ (2,326) | $ (2,153) |