Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Jan. 31, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Orion Energy Systems, Inc. | |
Entity Central Index Key | 0001409375 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2022 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 32,292,974 | |
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 | |
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | OESX | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 8,142 | $ 14,466 |
Accounts receivable, net | 13,688 | 11,899 |
Revenue earned but not billed | 3,107 | 2,421 |
Inventories, net | 19,305 | 19,832 |
Prepaid expenses and other current assets | 2,347 | 2,631 |
Total current assets | 46,589 | 51,249 |
Property and equipment, net | 10,679 | 11,466 |
Goodwill | 1,425 | 350 |
Other intangible assets, net | 6,184 | 2,404 |
Deferred tax assets | 0 | 17,805 |
Other long-term assets | 3,450 | 3,543 |
Total assets | 68,327 | 86,817 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 13,458 | 9,855 |
Accrued expenses and other | 8,415 | 8,427 |
Deferred revenue, current | 174 | 76 |
Current maturities of long-term debt | 16 | 16 |
Total current liabilities | 22,063 | 18,374 |
Revolving credit facility | 5,000 | 0 |
Long-term debt, less current maturities | 7 | 19 |
Deferred revenue, long-term | 507 | 564 |
Other long-term liabilities | 2,597 | 2,760 |
Total liabilities | 30,174 | 21,717 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2022 and March 31, 2022; no shares issued and outstanding at December 31, 2022 and March 31, 2022 | 0 | 0 |
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2022 and March 31, 2022; shares issued: 41,764,220 at December 31, 2022 and 40,570,909 at March 31, 2022; shares outstanding: 32,291,974 at December 31, 2022 and 31,097,872 at March 31, 2022 | 0 | 0 |
Additional paid-in capital | 160,696 | 158,419 |
Treasury stock, common shares: 9,472,246 at December 31, 2022 and 9,473,037 at March 31, 2022 | (36,238) | (36,239) |
Retained deficit | (86,305) | (57,080) |
Total shareholders’ equity | 38,153 | 65,100 |
Total liabilities and shareholders’ equity | $ 68,327 | $ 86,817 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
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) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 41,764,220 | 40,570,909 |
Common stock, shares outstanding (in shares) | 32,291,974 | 31,097,872 |
Treasury stock (in shares) | 9,472,246 | 9,473,037 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 20,288 | $ 30,714 | $ 55,754 | $ 102,325 |
Cost of revenue | 15,507 | 23,073 | 42,984 | 73,666 |
Gross profit | 4,781 | 7,641 | 12,770 | 28,659 |
Operating expenses: | ||||
General and administrative | 3,984 | 2,873 | 11,683 | 8,737 |
Acquisition related costs | 1,993 | 178 | 2,340 | 178 |
Sales and marketing | 2,983 | 2,862 | 8,521 | 8,794 |
Research and development | 409 | 396 | 1,374 | 1,169 |
Total operating expenses | 9,369 | 6,309 | 23,918 | 18,878 |
(Loss) income from operations | (4,588) | 1,332 | (11,148) | 9,781 |
Other income (expense): | ||||
Other income | 0 | 0 | 0 | 1 |
Interest expense | (64) | (26) | (97) | (59) |
Amortization of debt issue costs | (16) | (15) | (47) | (46) |
Total other expense | (80) | (41) | (144) | (104) |
(Loss) income before income tax | (4,668) | 1,291 | (11,292) | 9,677 |
Income tax expense | 19,391 | 189 | 17,933 | 2,406 |
Net (loss) income | $ (24,059) | $ 1,102 | $ (29,225) | $ 7,271 |
Basic net (loss) income per share attributable to common shareholders | $ (0.75) | $ 0.04 | $ (0.93) | $ 0.23 |
Weighted-average common shares outstanding | 32,047,755 | 31,084,710 | 31,510,547 | 30,992,475 |
Diluted net (loss) income per share | $ (0.75) | $ 0.04 | $ (0.93) | $ 0.23 |
Weighted-average common shares and share equivalents outstanding | 32,047,755 | 31,234,925 | 31,510,547 | 31,273,703 |
Product revenue | ||||
Revenues | $ 15,399 | $ 22,203 | $ 41,715 | $ 78,260 |
Cost of revenue | 11,480 | 16,427 | 31,152 | 54,724 |
Service revenue | ||||
Revenues | 4,889 | 8,511 | 14,039 | 24,065 |
Cost of revenue | $ 4,027 | $ 6,646 | $ 11,832 | $ 18,942 |
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, 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 | ||||
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 | ||||
Net income (loss) | 7,271 | ||||
Shareholders' equity, end of period at Dec. 31, 2021 | 66,055 | 158,197 | (36,242) | (55,900) | |
Shareholders' equity, at end of period (shares) at Dec. 31, 2021 | 31,094,688 | ||||
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 | ||||
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 | ||||
Exercise of stock options for cash | 2 | 2 | |||
Exercise of stock options for cash (shares) | 800 | ||||
Shares issued under Employee Stock Purchase Plan | 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 355 | ||||
Stock-based compensation | 220 | 220 | |||
Stock-based compensation (shares) | 32,648 | ||||
Employee tax withholdings on stock-based compensation | (2) | (2) | |||
Employee tax withholdings on stock-based compensation (shares) | (2,745) | ||||
Net income (loss) | 1,102 | 1,102 | |||
Shareholders' equity, end of period at Dec. 31, 2021 | 66,055 | 158,197 | (36,242) | (55,900) | |
Shareholders' equity, at end of period (shares) at Dec. 31, 2021 | 31,094,688 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2022 | 65,100 | 158,419 | (36,239) | (57,080) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2022 | 31,097,872 | ||||
Exercise of stock options for cash | 54 | 54 | |||
Exercise of stock options for cash (shares) | 26,646 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 443 | 443 | |||
Stock-based compensation | $ 254 | 254 | |||
Stock-based compensation (shares) | 125,744 | ||||
Employee tax withholdings on stock-based compensation | (2) | (2) | |||
Employee tax withholdings on stock-based compensation (shares) | 634 | ||||
Net income (loss) | (2,835) | (2,835) | |||
Shareholders' equity, end of period at Jun. 30, 2022 | 62,572 | 158,727 | (36,240) | (59,915) | |
Shareholders' equity, at end of period (shares) at Jun. 30, 2022 | 31,250,071 | ||||
Shareholders' equity, beginning of period at Mar. 31, 2022 | $ 65,100 | $ 158,419 | $ (36,239) | $ (57,080) | |
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2022 | 31,097,872 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 1,712 | ||||
Net income (loss) | $ (29,225) | ||||
Shareholders' equity, end of period at Dec. 31, 2022 | $ 38,153 | ||||
Shareholders' equity, at end of period (shares) at Dec. 31, 2022 | 38,153 | 32,291,974 | 160,696 | (36,238) | (86,305) |
Shareholders' equity, beginning of period at Jun. 30, 2022 | $ 62,572 | $ 158,727 | $ (36,240) | $ (59,915) | |
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2022 | 31,250,071 | ||||
Shares issued under Employee Stock Purchase Plan | $ 1 | 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 648 | 648 | |||
Stock-based compensation | $ 733 | 733 | |||
Stock-based compensation (shares) | 105,192 | ||||
Net income (loss) | (2,331) | (2,331) | |||
Shareholders' equity, end of period at Sep. 30, 2022 | 60,975 | 159,460 | (36,239) | (62,246) | |
Shareholders' equity, at end of period (shares) at Sep. 30, 2022 | 31,355,911 | ||||
Issuance of common stock for acquisition, (shares) | 620,067 | ||||
Issuance of common stock for acquisition | 770 | 770 | |||
Issuance of common stock for services, (shares) | 10,976 | ||||
Issuance of common stock for services | 18 | 18 | |||
Shares issued under Employee Stock Purchase Plan | $ 1 | $ 1 | |||
Shares issued under Employee Stock Purchase Plan (shares) | 621 | 621 | |||
Stock-based compensation | $ 448 | $ 448 | |||
Stock-based compensation (shares) | 304,686 | ||||
Employee tax withholdings on stock-based compensation (shares) | 287 | ||||
Net income (loss) | (24,059) | $ (24,059) | |||
Shareholders' equity, end of period at Dec. 31, 2022 | $ 38,153 | ||||
Shareholders' equity, at end of period (shares) at Dec. 31, 2022 | 38,153 | 32,291,974 | 160,696 | (36,238) | (86,305) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net (loss) income | $ (29,225) | $ 7,271 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation | 974 | 936 |
Amortization of intangible assets | 373 | 158 |
Stock-based compensation | 1,435 | 591 |
Amortization of debt issue costs | 47 | 46 |
Deferred income tax | 17,804 | 2,340 |
Gain (loss) on sale of property and equipment | 10 | (77) |
Provision for inventory reserves | 407 | 426 |
Provision for bad debts | 25 | 8 |
Other | 150 | 30 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (431) | 1,276 |
Revenue earned but not billed | (321) | (930) |
Inventories | 1,001 | 383 |
Prepaid expenses and other assets | 609 | (1,292) |
Accounts payable | 2,418 | (5,231) |
Accrued expenses and other | (566) | (3,651) |
Deferred revenue, current and long-term | 42 | 31 |
Net cash (used in) provided by operating activities | (5,248) | (2,315) |
Investing activities | ||
Cash to fund acquisition, net of cash received | (5,508) | (3,697) |
Cash paid for investment | 0 | (500) |
Purchases of property and equipment | (573) | (465) |
Additions to patents and licenses | (9) | (8) |
Proceeds from sale of property, plant and equipment | 0 | 122 |
Net cash used in investing activities | (6,090) | (4,548) |
Financing activities | ||
Payment of long-term debt | (12) | (11) |
Proceeds from revolving credit facility | 5,000 | 0 |
Payments of revolving credit facility | 0 | 0 |
Payments to settle employee tax withholdings on stock-based compensation | (2) | (7) |
Deferred financing costs | (29) | (4) |
Proceeds from employee equity exercises | 57 | 126 |
Net cash provided by financing activities | 5,014 | 104 |
Net decrease in cash and cash equivalents | (6,324) | (2,129) |
Cash and cash equivalents at beginning of period | 14,466 | 19,393 |
Cash and cash equivalents at end of period | 8,142 | 17,264 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock in connection with acquisition | $ 770 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2022 | |
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 provider of energy-efficient LED lighting and controls, maintenance services and electrical vehicle (EV) charging station solutions to commercial and industrial businesses, and federal and local governments, predominantly in North America. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion 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, 2023 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2022 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, 2022 filed with the SEC on June 10, 2022. Acquisition Related Costs Acquisition related costs includes various acquisition related costs, including legal fees, consulting and success fees, earn-out expenses, and other non-recurring integration related costs. 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 primarily deposited with one financial institution. At times, deposits in this institution exceeds 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 months ended December 31, 2022 , one supplier accounted for 13.3 % of total cost of revenue. For the nine months ended December 31, 2022 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2021 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2022 , one customer accounted for 18.2 % and 16.1 % of total revenue, respectively. For the three and nine months ended December 31, 2021 , one customer accounted for 48.6 % and 53.0 % of total revenue, respectively. As of December 31, 2022 , one customer accounted for 12.3 % of accounts receivable, respectively. As of March 31, 2022 , two customers accounted for 11.8 % and 10.4 % 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. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet. |
REVENUE
REVENUE | 9 Months Ended |
Dec. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE | NOTE 3 — REVENU E Orion generates revenue primarily by selling manufactured or sourced commercial lighting fixtures and components, sourced electric vehicle chargers and related products, installing these products in customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which we refer to as a performance obligation) is transferred to a customer at an amount that reflects the consideration Orion expects to receive in exchange for those goods or services. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions and renewals is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions and renewals, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer. The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations. During the fourth quarter of fiscal 2022, Orion acquired Stay-Lite Lighting, Inc. ("Stay-Lite Lighting"), which provides lighting and electrical maintenance services. The results of Stay-Lite Lighting are included in the Orion Services Group segment and accelerate the growth of Orion’s maintenance services customer offering. The disaggregated revenue table provides total revenue from the maintenance services offering. Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statement of Operations. The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2022 and December 31, 2021 (dollars in thousands): Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,543 $ 1,679 $ 13,222 $ 36,006 $ 5,073 $ 41,079 Maintenance services 772 2,534 3,306 2,516 8,290 10,806 Electric vehicle charging 2,154 676 2,830 2,154 676 2,830 Total revenues from contracts with customers 14,469 4,889 19,358 40,676 14,039 54,715 Revenue accounted for under other guidance 930 — 930 1,039 — 1,039 Total revenue $ 15,399 $ 4,889 $ 20,288 $ 41,715 $ 14,039 $ 55,754 Three Months Ended December 31, 2021 Nine Months Ended December 31, 2021 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 21,829 $ 7,699 $ 29,528 $ 76,704 $ 22,665 $ 99,369 Maintenance services 200 812 1,012 268 1,400 1,668 Solar energy related revenues 8 — 8 36 — 36 Total revenues from contracts with customers 22,037 8,511 30,548 77,008 24,065 101,073 Revenue accounted for under other guidance 166 — 166 1,252 — 1,252 Total revenue $ 22,203 $ 8,511 $ 30,714 $ 78,260 $ 24,065 $ 102,325 From time to time, Orion sells the receivables from one customer to a financing institution. The was no such activity during the three and nine months ended December 31, 2022. The total amount received from the sales of these receivables during the three and nine months ended December 31, 2021 was $ 0 and $ 2.4 million, respectively. Orion’s losses on these sales were $ 9 thousand and $ 8 thousand, for the three and nine months ended December 31, 2021, respectively, 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 December 31, 2022 and March 31, 2022 (dollars in thousands): December 31, March 31, Accounts receivable, net $ 13,688 $ 11,899 Contract assets $ 2,187 $ 1,966 Contract liabilities $ 99 $ — 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 | 9 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 — ACCOUNTS RECEIVABLE, NET As of December 31, 2022 and March 31, 2022, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): December 31, March 31, Accounts receivable, gross $ 13,744 $ 11,907 Allowance for doubtful accounts ( 56 ) ( 8 ) Accounts receivable, net $ 13,688 $ 11,899 |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | NOTE 5 — INVENTORIES, NET As of December 31, 2022 and March 31, 2022, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of December 31, 2022 Raw materials and components $ 10,456 $ ( 943 ) $ 9,513 Work in process 1,128 ( 131 ) 997 Finished goods 9,377 ( 582 ) 8,795 Total $ 20,961 $ ( 1,656 ) $ 19,305 As of March 31, 2022 Raw materials and components $ 10,781 $ ( 1,140 ) $ 9,641 Work in process 1,529 ( 267 ) 1,262 Finished goods 9,593 ( 664 ) 8,929 Total $ 21,903 $ ( 2,071 ) $ 19,832 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Dec. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2022 and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands): December 31, March 31, Payroll tax credit $ 1,587 $ 1,587 Other prepaid expenses 760 1,044 Total $ 2,347 $ 2,631 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 — PROPERTY AND EQUIPMENT, NET As of December 31, 2022 and March 31, 2022, property and equipment, net, included the following (dollars in thousands): December 31, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,491 Furniture, fixtures and office equipment 7,772 7,650 Leasehold improvements 540 490 Equipment leased to customers 4,997 4,997 Plant equipment 11,212 11,130 Vehicles 617 796 Construction in Progress 2 3 Gross property and equipment 35,064 34,990 Less: accumulated depreciation ( 24,385 ) ( 23,524 ) Total property and equipment, net $ 10,679 $ 11,466 As of December 31, 2022, due to a change in Orion's forecast, a triggering event occurred requiring Orion to evaluate the long-lived assets in its enterprise asset group for impairment. The enterprise asset group includes the corporate assets that support the revenue producing activities of other asset groups. Orion performed the recoverability test for the asset group by comparing its carrying value to the group’s expected future undiscounted cash flows. Orion concluded that the undiscounted cash flows of the long-lived asset group exceeded its carrying value. As such the asset group was deemed recoverable and no impairment was recorded. |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 8 — 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 December 31, 2022 March 31, 2022 Assets Operating lease assets Other long-term assets $ 2,366 $ 2,440 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 830 $ 768 Non-current liabilities Operating lease liabilities Other long-term liabilities 2,038 2,271 Total lease liabilities $ 2,868 $ 3,039 Orion had operating lease costs of $ 0.4 million and $ 1.2 million for the three and nine months ended December 31, 2022 . Orion had operating lease costs of $ 0.2 million and $ 0.7 million for the three and nine months ended December 31, 2021. 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 2023 $ 255 Fiscal 2024 957 Fiscal 2025 949 Fiscal 2026 845 Fiscal 2027 142 Total lease payments $ 3,148 Less: Interest ( 280 ) Present value of lease liabilities $ 2,868 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 nine months ended December 31, 2022 and December 31, 2021 (dollars in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Product revenue $ 936 $ 342 $ 911 $ 993 Cost of product revenue 927 $ 306 927 $ 889 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS, NET Orion has $ 0.9 million of goodwill related to its purchase of Voltrek in the third quarter of fiscal 2023, which has an indefinite life, and is assigned to the EV Charging operating segment. Orion has $ 0.6 million of goodwill related to its purchase of Stay-Light Lighting during fiscal year 2022, which has an indefinite life, and is assigned to the Orion Services Group operating segment. Goodwill related to the Stay-Light Lighting acquisition increased by $ 0.2 million to $ 0.6 million as compared to March 31, 2022. This increase was due to updates to purchase accounting within the measurement period. See Note 18 – Acquisition for further discussion of the Stay-Lite Lighting and Voltrek acquisitions. As of December 31, 2022 and March 31, 2022, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): December 31, 2022 March 31, 2022 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,905 ) $ 616 $ 2,652 $ ( 1,932 ) $ 720 Licenses 58 ( 58 ) — 58 ( 58 ) — Trade name and trademarks 564 ( 52 ) 512 118 ( 6 ) 112 Customer relationships 5,609 ( 3,784 ) 1,825 4,178 ( 3,618 ) 560 Vendor Relationship 2,300 ( 79 ) 2,221 — — — Developed technology 900 ( 900 ) — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,952 $ ( 6,778 ) $ 5,174 $ 7,906 $ ( 6,514 ) $ 1,392 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Amortization expense on intangible assets was $ 0.3 million and $ 0.4 million for the three and nine months ended December 31, 2022, respectively. Amortization expense on intangible assets was $ 0.1 million and $ 0.2 million for the three and nine months ended December 31, 2021, respectively. As of December 31, 2022, the weighted average remaining useful life of intangible assets was 5.7 years. The estimated amortization expense for the remainder of fiscal 2023, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2023 (period remaining) $ 277 Fiscal 2024 1,105 Fiscal 2025 1,096 Fiscal 2026 842 Fiscal 2027 566 Fiscal 2028 486 Thereafter 802 Total $ 5,174 |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 9 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER | NOTE 10 — ACCRUED EXPENSES AND OTHER As of December 31, 2022 and March 31, 2022, accrued expenses and other included the following (dollars in thousands): December 31, March 31, Accrued earnout $ 1,750 — Other accruals 1,633 $ 2,221 Compensation and benefits 1,552 1,668 Credits due to customers 1,399 1,209 Accrued project costs 852 2,215 Warranty 482 728 Sales returns reserve 400 123 Sales tax 239 157 Legal and professional fees 108 106 Total $ 8,415 $ 8,427 Accrued earnout is related to recent acquisitions. Refer to discussion of acquisitions at Note 18 - Acquisitions. 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 For the Nine Months Ended 2022 2021 2022 2021 Beginning of period $ 698 $ 1,014 $ 860 $ 1,009 Accruals 75 123 271 328 Warranty claims (net of vendor reimbursements) ( 149 ) ( 186 ) ( 507 ) ( 386 ) End of period $ 624 $ 951 $ 624 $ 951 |
NET (LOSS) INCOME PER COMMON SH
NET (LOSS) INCOME PER COMMON SHARE | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER COMMON SHARE | NOTE 11 — NET (LOSS) INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income 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 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 per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three and nine months ended December 31, 2022, Orion was in a net loss position; therefore, the Basic and Diluted weighted-average shares outstanding are equal because any increase to the basic shares would be anti-dilutive. Net income per common share is calculated based upon the following shares: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income (in thousands) $ ( 24,059 ) $ 1,102 $ ( 29,225 ) $ 7,271 Denominator: Weighted-average common shares outstanding 32,047,755 31,084,710 31,510,547 30,992,475 Weighted-average common shares and common share 32,047,755 31,234,925 31,510,547 31,273,703 Net (loss) income per common share: Basic $ ( 0.75 ) $ 0.04 $ ( 0.93 ) $ 0.23 Diluted $ ( 0.75 ) $ 0.04 $ ( 0.93 ) $ 0.23 The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income 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 For the Nine Months Ended 2022 2021 2022 2021 Common stock options — — — — Restricted shares — 203,636 — 17,803 Total — 203,636 — 17,803 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12 — LONG-TERM DEBT Long-term debt consisted of the following (dollars in thousands): December 31, March 31, Revolving credit facility $ 5,000 $ — Equipment debt obligations 23 35 Total long-term debt 5,023 35 Less current maturities ( 16 ) ( 16 ) Long-term debt, less current maturities $ 5,007 $ 19 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 $ 25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025 . Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of December 31, 2022 , the borrowing base supported $ 16.3 million of availability under the Credit Facility. As of December 31, 2022 , $ 5.0 million was borrowed under the Credit Facility. Effective November 4, 2022, Orion, with Bank of America, N.A. as lender, executed Amendment No. 1 to its Credit Agreement. The primary purpose of the amendment was to include the assets of the acquired subsidiaries, Stay-Lite Lighting and Voltrek, as secured collateral under the Credit Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarifies that the earnout liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earnouts should be added back in the computation of EBITDA, as defined, under the Credit Agreement. As of December 31, 2022, Orion was 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 | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — 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 December 31, 2022 and 2021 , Orion recorded income tax expense of $ 19.4 million and $ 0.2 million, respectively, using this methodology. For the nine months ended December 31, 2022 and 2021 , Orion recorded income tax expense of $ 17.9 million and $ 2.4 million, respectively, using this methodology. The increase in the Company’s tax expense relates primarily to a non-cash charge of $ 17.8 million in relation to recording a valuation allowance associated with the Company’s domestic federal and state deferred tax assets. As of December 31, 2022 and March 31, 2022 , Orion has a recorded valuation allowance of $ 19.1 million and $ 1.2 million, respectively, against its net deferred tax asset balance. The accounting forecasts, as revised in the current quarter, projects losses in the near term. Orion now projects a 36-month cumulative loss starting from fiscal year 2023. As such, Orion management has concluded that it is more likely than not that the domestic deferred tax assets will not be realized and an increase to the valuation allowance has been recorded in the third quarter, which increased tax expense by $17.8 million. 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 December 31, 2022 , Orion’s balance of gross unrecognized tax benefits was approximately $ 0.2 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 (benefit) expense. Penalties and interest are included in the unrecognized tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — 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 year 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. This sales and use tax audit was settled during the quarter ended June 30, 2022 with no tax adjustment. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15 — SHAREHOLDERS’ EQUITY 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 December 31, 2022 , Orion issued 621 shares under the ESPP plan at a closing market price of $ 1.82 . Shares Issued Closing Market Quarter Ended June 30, 2022 443 2.01 Quarter Ended September 30, 2022 648 1.56 Quarter Ended December 31, 2022 621 1.82 Total issued in fiscal 2022 1,712 $ 1.56 - 2.01 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 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 have been effected pursuant to the ATM program through December 31, 2022 . |
STOCK OPTIONS AND RESTRICTED SH
STOCK OPTIONS AND RESTRICTED SHARES | 9 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK OPTIONS AND RESTRICTED SHARES | NOTE 16 — 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 For the Nine Months Ended 2022 2021 2022 2021 Cost of product revenue $ 2 $ 1 $ 3 $ 4 General and administrative 444 214 1,425 574 Sales and marketing 0 3 4 10 Research and development 2 1 3 3 Total $ 448 $ 219 $ 1,435 $ 591 During the first three months of fiscal 2022, Orion had the following activity related to its stock-based compensation: Restricted Shares Stock Options Awards outstanding at March 31, 2022 450,458 142,428 Awards granted 806,738 — Awards vested or exercised ( 535,622 ) ( 26,646 ) Awards forfeited ( 23,120 ) ( 30,646 ) Awards outstanding at December 31, 2022 698,454 85,136 Per share weighted average price on grant date $ 2.18 — As of December 31, 2022, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.9 years, was approximately $ 1.3 million . |
SEGMENTS
SEGMENTS | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | NOTE 17 — SEGMENTS Orion has historically reported the following business segments: Orion Services Group Division ("OSG"), Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division ("USM"). With Orion’s acquisition of Voltrek on October 5, 2022, Orion has now added a fourth reporting segment, Orion Electric Vehicle Charging Division (“EV”). The accounting policies are the same for each business segment as they are on a consolidated basis. Orion Services Group Division The OSG segment develops and sells lighting products and provides construction, engineering along with installation and maintenance services for Orion's commercial lighting and energy management systems. OSG 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 energy service companies ("ESCOs"). Orion Electric Vehicle Charging Division The EV segment offers leading electric vehicle charging expertise and provides turnkey solutions with ongoing support to all commercial verticals. Corporate and Other Corporate and Other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) For the Three Months Ended For the Three Months Ended 2022 2021 2022 2021 Segments: Orion Services Group $ 8,623 $ 20,021 $ ( 1,858 ) $ 970 Orion Distribution Services 3,711 4,942 ( 77 ) 491 Orion U.S. Markets 5,124 5,751 532 1,250 Orion Electric Vehicle Charging 2,830 — ( 1,500 ) — Corporate and Other — — ( 1,685 ) ( 1,379 ) $ 20,288 $ 30,714 $ ( 4,588 ) $ 1,332 Revenues Operating Income (Loss) For the Nine Months Ended For the Nine Months Ended 2022 2021 2022 2021 Segments: Orion Services Group $ 27,405 $ 68,961 $ ( 5,630 ) $ 7,115 Orion Distribution Services 12,846 18,264 6 3,173 Orion U.S. Markets 12,673 15,100 1,028 3,198 Orion Electric Vehicle Charging 2,830 — ( 1,500 ) — Corporate and Other — — ( 5,052 ) ( 3,705 ) $ 55,754 $ 102,325 $ ( 11,148 ) $ 9,781 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 18 — ACQUISITION Acquisition of Voltrek Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider for a purchase price of $ 5.0 million in cash and $ 1.0 million of shares of common stock of Orion, subject to normal and customary closing adjustments (the “Voltrek Acquisition”). In addition, depending upon the relative EBITDA growth of Voltrek’s business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $ 3.0 million, $ 3.5 million and $ 7.15 million, respectively, in earnout payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and will be expensed over the course of the earnout periods to the extent they are earned. The Voltrek Acquisition was funded from existing cash resources and Orion shares. Voltrek will operate as Voltrek, an Orion Energy Systems business. The Voltrek Acquisition leverages Orion’s project management and maintenance expertise into a rapidly growing sector. Orion has accounted for the Voltrek Acquisition as a business combination. Orion has preliminarily allocated the purchase price of approximately $ 6.7 million to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The purchase price was paid in cash and 620,067 shares of common stock with a total market value of $ 1.0 million, which is recorded in the opening balance sheet at fair value of $ 0.8 million, the discount on which is due to lock-up requirements on the shares. Cash $ 416 Accounts receivable 1,438 Revenue earned but not billed 365 Inventory 880 Prepaid expenses and other current assets 39 Property and equipment 4 Goodwill 861 Other intangible assets 4,200 Other long-term assets 211 Accounts payable ( 1,199 ) Accrued expenses and other ( 286 ) Other long-term liabilities ( 180 ) Net purchase consideration $ 6,749 Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships . The tradename intangible asset was valued using a relief from royalty method. The significant assumptions used include the estimated revenue and royalty rate, among other factors. The vendor relationship intangible asset was valued using the income approach – excess earnings method. The significant assumptions include estimated revenue, cost of goods sold, and probability of renewal, among other factors. The customer relationship intangible asset was valued using the income approach – with-and-without method. The significant assumptions include estimated cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, among other factors), and discount rate, reflecting the risks inherent in the future cash flow stream, among other factors. The categorization of the framework used to measure fair value of the intangible assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 400 5 Vendor relationship 2,300 7 Customer relationships 1,500 3 Voltrek's post-acquisition results of operations since October 5, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Voltrek are included in the EV segment. See note 17 – Segments, for results. Acquisition of Stay-Lite Lighting Effective on January 1, 2022, Orion acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, a nationwide lighting and electrical maintenance service provider, for $ 4.3 million (the “Stay-Lite Acquisition”). Stay-Lite Lighting operates as Stay-Lite Lighting, an Orion Energy Systems business. The Stay-Lite Acquisition accelerates the growth of Orion's maintenance services offerings through its Orion Services Group, which provides lighting and electrical services to customers. Orion has accounted for this transaction as a business combination. Orion has allocated the purchase price of approximately $ 4.3 million, which includes an estimate of the earn-out liability of $ 0.2 million and $ 0.1 million for the working capital adjustment received in the first quarter fiscal 2023, to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. Orion could pay up to $ 0.7 million in earnout related purchase price, which is based on performance during the current and following calendar years. Any accretion of the earnout liability above $ 0.2 million recorded as part of the opening balance sheet will be recognized as expense in the Consolidated Statement of Operations. The allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of January 1, 2022, is as follows (dollars in thousands): Cash $ 95 Accounts receivable 2,690 Revenue earned but not billed 342 Inventory 504 Prepaid expenses and other current assets 41 Property and equipment 725 Goodwill 564 Other intangible assets 673 Other long-term assets 537 Accounts payable ( 965 ) Accrued expenses and other ( 492 ) Other long-term liabilities ( 411 ) Net purchase consideration $ 4,303 Goodwill recorded from the Stay-Lite Acquisition is attributable to the expected synergies from the business combination. The goodwill resulting from the Stay-Lite Acquisition is deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name and customer relationships. The fair value of the intangible assets was determined based upon the income (discounted cash flow) approach. The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 Stay-Lite Lighting’s post-acquisition results of operations since January 1, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Stay-Lite Lighting are included in the Orion Services Group segment. If Voltrek was acquired on April 1, 2022, the pro forma Orion revenue for the nine-month period ended on December 31, 2022 would have been $ 58.2 million and proforma net loss would have been $( 28.9 ) million. If both Stay-Lighting and Voltrek had been acquired as of April 1, 2021, Orion full year fiscal 2022 revenue would have been $ 134.9 million and net income would have been $ 5.8 million. The pro forma information was determined based on the historical results of Orion and unaudited financial results from Stay-Lite Lighting and Voltrek. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combinations been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisitions. Transaction costs related to the Stay-Lite Acquisition and the Voltrek Acquisition are recorded in acquisition costs in the Consolidated Statements of Operations. Transaction costs totaled $ 0.2 million in the three and nine months ending December 31, 2021 and $ 0.5 million and $ 0.8 million in the three and nine months ended December 31, 2022 , respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion 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, 2023 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2022 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, 2022 filed with the SEC on June 10, 2022. |
Acquisition Related Costs | Acquisition Related Costs Acquisition related costs includes various acquisition related costs, including legal fees, consulting and success fees, earn-out expenses, and other non-recurring integration related costs. |
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 primarily deposited with one financial institution. At times, deposits in this institution exceeds 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 months ended December 31, 2022 , one supplier accounted for 13.3 % of total cost of revenue. For the nine months ended December 31, 2022 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2021 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2022 , one customer accounted for 18.2 % and 16.1 % of total revenue, respectively. For the three and nine months ended December 31, 2021 , one customer accounted for 48.6 % and 53.0 % of total revenue, respectively. As of December 31, 2022 , one customer accounted for 12.3 % of accounts receivable, respectively. As of March 31, 2022 , two customers accounted for 11.8 % and 10.4 % 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. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2022 and December 31, 2021 (dollars in thousands): Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,543 $ 1,679 $ 13,222 $ 36,006 $ 5,073 $ 41,079 Maintenance services 772 2,534 3,306 2,516 8,290 10,806 Electric vehicle charging 2,154 676 2,830 2,154 676 2,830 Total revenues from contracts with customers 14,469 4,889 19,358 40,676 14,039 54,715 Revenue accounted for under other guidance 930 — 930 1,039 — 1,039 Total revenue $ 15,399 $ 4,889 $ 20,288 $ 41,715 $ 14,039 $ 55,754 Three Months Ended December 31, 2021 Nine Months Ended December 31, 2021 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 21,829 $ 7,699 $ 29,528 $ 76,704 $ 22,665 $ 99,369 Maintenance services 200 812 1,012 268 1,400 1,668 Solar energy related revenues 8 — 8 36 — 36 Total revenues from contracts with customers 22,037 8,511 30,548 77,008 24,065 101,073 Revenue accounted for under other guidance 166 — 166 1,252 — 1,252 Total revenue $ 22,203 $ 8,511 $ 30,714 $ 78,260 $ 24,065 $ 102,325 |
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 December 31, 2022 and March 31, 2022 (dollars in thousands): December 31, March 31, Accounts receivable, net $ 13,688 $ 11,899 Contract assets $ 2,187 $ 1,966 Contract liabilities $ 99 $ — |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts Balances | As of December 31, 2022 and March 31, 2022, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): December 31, March 31, Accounts receivable, gross $ 13,744 $ 11,907 Allowance for doubtful accounts ( 56 ) ( 8 ) Accounts receivable, net $ 13,688 $ 11,899 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | As of December 31, 2022 and March 31, 2022, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of December 31, 2022 Raw materials and components $ 10,456 $ ( 943 ) $ 9,513 Work in process 1,128 ( 131 ) 997 Finished goods 9,377 ( 582 ) 8,795 Total $ 20,961 $ ( 1,656 ) $ 19,305 As of March 31, 2022 Raw materials and components $ 10,781 $ ( 1,140 ) $ 9,641 Work in process 1,529 ( 267 ) 1,262 Finished goods 9,593 ( 664 ) 8,929 Total $ 21,903 $ ( 2,071 ) $ 19,832 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | As of December 31, 2022 and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands): December 31, March 31, Payroll tax credit $ 1,587 $ 1,587 Other prepaid expenses 760 1,044 Total $ 2,347 $ 2,631 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | As of December 31, 2022 and March 31, 2022, property and equipment, net, included the following (dollars in thousands): December 31, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,491 9,491 Furniture, fixtures and office equipment 7,772 7,650 Leasehold improvements 540 490 Equipment leased to customers 4,997 4,997 Plant equipment 11,212 11,130 Vehicles 617 796 Construction in Progress 2 3 Gross property and equipment 35,064 34,990 Less: accumulated depreciation ( 24,385 ) ( 23,524 ) Total property and equipment, net $ 10,679 $ 11,466 As of December 31, 2022, due to a change in Orion's forecast, a triggering event occurred requiring Orion to evaluate the long-lived assets in its enterprise asset group for impairment. The enterprise asset group includes the corporate assets that support the revenue producing activities of other asset groups. Orion performed the recoverability test for the asset group by comparing its carrying value to the group’s expected future undiscounted cash flows. Orion concluded that the undiscounted cash flows of the long-lived asset group exceeded its carrying value. As such the asset group was deemed recoverable and no impairment was recorded. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 March 31, 2022 Assets Operating lease assets Other long-term assets $ 2,366 $ 2,440 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 830 $ 768 Non-current liabilities Operating lease liabilities Other long-term liabilities 2,038 2,271 Total lease liabilities $ 2,868 $ 3,039 |
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 2023 $ 255 Fiscal 2024 957 Fiscal 2025 949 Fiscal 2026 845 Fiscal 2027 142 Total lease payments $ 3,148 Less: Interest ( 280 ) Present value of lease liabilities $ 2,868 |
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 nine months ended December 31, 2022 and December 31, 2021 (dollars in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Product revenue $ 936 $ 342 $ 911 $ 993 Cost of product revenue 927 $ 306 927 $ 889 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Components and Changes in Other Intangible Assets | As of December 31, 2022 and March 31, 2022, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): December 31, 2022 March 31, 2022 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 1,905 ) $ 616 $ 2,652 $ ( 1,932 ) $ 720 Licenses 58 ( 58 ) — 58 ( 58 ) — Trade name and trademarks 564 ( 52 ) 512 118 ( 6 ) 112 Customer relationships 5,609 ( 3,784 ) 1,825 4,178 ( 3,618 ) 560 Vendor Relationship 2,300 ( 79 ) 2,221 — — — Developed technology 900 ( 900 ) — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,952 $ ( 6,778 ) $ 5,174 $ 7,906 $ ( 6,514 ) $ 1,392 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,012 $ — $ 1,012 |
Summary of Estimated Amortization Expense | The estimated amortization expense for the remainder of fiscal 2023, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2023 (period remaining) $ 277 Fiscal 2024 1,105 Fiscal 2025 1,096 Fiscal 2026 842 Fiscal 2027 566 Fiscal 2028 486 Thereafter 802 Total $ 5,174 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other | As of December 31, 2022 and March 31, 2022, accrued expenses and other included the following (dollars in thousands): December 31, March 31, Accrued earnout $ 1,750 — Other accruals 1,633 $ 2,221 Compensation and benefits 1,552 1,668 Credits due to customers 1,399 1,209 Accrued project costs 852 2,215 Warranty 482 728 Sales returns reserve 400 123 Sales tax 239 157 Legal and professional fees 108 106 Total $ 8,415 $ 8,427 Accrued earnout is related to recent acquisitions. Refer to discussion of acquisitions at Note 18 - Acquisitions. |
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 For the Nine Months Ended 2022 2021 2022 2021 Beginning of period $ 698 $ 1,014 $ 860 $ 1,009 Accruals 75 123 271 328 Warranty claims (net of vendor reimbursements) ( 149 ) ( 186 ) ( 507 ) ( 386 ) End of period $ 624 $ 951 $ 624 $ 951 |
NET (LOSS) INCOME PER COMMON _2
NET (LOSS) INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of the Effect of Net Income Per Common Share | Net income per common share is calculated based upon the following shares: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income (in thousands) $ ( 24,059 ) $ 1,102 $ ( 29,225 ) $ 7,271 Denominator: Weighted-average common shares outstanding 32,047,755 31,084,710 31,510,547 30,992,475 Weighted-average common shares and common share 32,047,755 31,234,925 31,510,547 31,273,703 Net (loss) income per common share: Basic $ ( 0.75 ) $ 0.04 $ ( 0.93 ) $ 0.23 Diluted $ ( 0.75 ) $ 0.04 $ ( 0.93 ) $ 0.23 |
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income per Common Share | The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income 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 For the Nine Months Ended 2022 2021 2022 2021 Common stock options — — — — Restricted shares — 203,636 — 17,803 Total — 203,636 — 17,803 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (dollars in thousands): December 31, March 31, Revolving credit facility $ 5,000 $ — Equipment debt obligations 23 35 Total long-term debt 5,023 35 Less current maturities ( 16 ) ( 16 ) Long-term debt, less current maturities $ 5,007 $ 19 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Shares Issued from Treasury | Orion issued 621 shares under the ESPP plan at a closing market price of $ 1.82 . Shares Issued Closing Market Quarter Ended June 30, 2022 443 2.01 Quarter Ended September 30, 2022 648 1.56 Quarter Ended December 31, 2022 621 1.82 Total issued in fiscal 2022 1,712 $ 1.56 - 2.01 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED SHARES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
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 For the Nine Months Ended 2022 2021 2022 2021 Cost of product revenue $ 2 $ 1 $ 3 $ 4 General and administrative 444 214 1,425 574 Sales and marketing 0 3 4 10 Research and development 2 1 3 3 Total $ 448 $ 219 $ 1,435 $ 591 |
Summary of Stock Options Activity | During the first three months of fiscal 2022, Orion had the following activity related to its stock-based compensation: Restricted Shares Stock Options Awards outstanding at March 31, 2022 450,458 142,428 Awards granted 806,738 — Awards vested or exercised ( 535,622 ) ( 26,646 ) Awards forfeited ( 23,120 ) ( 30,646 ) Awards outstanding at December 31, 2022 698,454 85,136 Per share weighted average price on grant date $ 2.18 — |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Corporate and Other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) For the Three Months Ended For the Three Months Ended 2022 2021 2022 2021 Segments: Orion Services Group $ 8,623 $ 20,021 $ ( 1,858 ) $ 970 Orion Distribution Services 3,711 4,942 ( 77 ) 491 Orion U.S. Markets 5,124 5,751 532 1,250 Orion Electric Vehicle Charging 2,830 — ( 1,500 ) — Corporate and Other — — ( 1,685 ) ( 1,379 ) $ 20,288 $ 30,714 $ ( 4,588 ) $ 1,332 Revenues Operating Income (Loss) For the Nine Months Ended For the Nine Months Ended 2022 2021 2022 2021 Segments: Orion Services Group $ 27,405 $ 68,961 $ ( 5,630 ) $ 7,115 Orion Distribution Services 12,846 18,264 6 3,173 Orion U.S. Markets 12,673 15,100 1,028 3,198 Orion Electric Vehicle Charging 2,830 — ( 1,500 ) — Corporate and Other — — ( 5,052 ) ( 3,705 ) $ 55,754 $ 102,325 $ ( 11,148 ) $ 9,781 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Stay-Lite Lighting, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed | The allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of January 1, 2022, is as follows (dollars in thousands): Cash $ 95 Accounts receivable 2,690 Revenue earned but not billed 342 Inventory 504 Prepaid expenses and other current assets 41 Property and equipment 725 Goodwill 564 Other intangible assets 673 Other long-term assets 537 Accounts payable ( 965 ) Accrued expenses and other ( 492 ) Other long-term liabilities ( 411 ) Net purchase consideration $ 4,303 Goodwill recorded from the Stay-Lite Acquisition |
Schedule of Intangible Assets Acquired at Date of Acquisition | The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 |
Voltrek LLC | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed | Cash $ 416 Accounts receivable 1,438 Revenue earned but not billed 365 Inventory 880 Prepaid expenses and other current assets 39 Property and equipment 4 Goodwill 861 Other intangible assets 4,200 Other long-term assets 211 Accounts payable ( 1,199 ) Accrued expenses and other ( 286 ) Other long-term liabilities ( 180 ) Net purchase consideration $ 6,749 Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships |
Schedule of Intangible Assets Acquired at Date of Acquisition | The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 400 5 Vendor relationship 2,300 7 Customer relationships 1,500 3 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 Customer | Dec. 31, 2022 Customer Supplier | Dec. 31, 2021 Customer Supplier | Dec. 31, 2022 Customer Supplier Financial_instituion | Dec. 31, 2021 Supplier Customer | |
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Number of financial institutions | Financial_instituion | 1 | ||||
Number of supplier more than ten percent of cost of revenue | Supplier | 1 | 0 | 0 | 0 | |
Number of customer more than ten percent of revenue | 1 | 1 | 1 | 1 | |
Number Of Customer More Than Ten Percent Of Accounts Receivable | 2 | 1 | 1 | ||
Cost of revenue | Supplier Concentration Risk | Minimum | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 13.30% | 10% | 10% | 10% | |
Revenue | Customer Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 18.20% | 48.60% | 16.10% | 53% | |
Accounts Receivable | Customer Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 12.30% | ||||
Accounts Receivable | Credit Concentration Risk | Customer One | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 11.80% | ||||
Accounts Receivable | Credit Concentration Risk | Customer Two | |||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||
Concentration risk, percentage | 10.40% |
REVENUE Disaggregation of Reven
REVENUE Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 19,358 | $ 30,548 | $ 54,715 | $ 101,073 |
Revenue accounted for under other guidance | 930 | 166 | 1,039 | 1,252 |
Total revenue | 20,288 | 30,714 | 55,754 | 102,325 |
Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 14,469 | 22,037 | 40,676 | 77,008 |
Revenue accounted for under other guidance | 930 | 166 | 1,039 | 1,252 |
Total revenue | 15,399 | 22,203 | 41,715 | 78,260 |
Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 4,889 | 8,511 | 14,039 | 24,065 |
Revenue accounted for under other guidance | 0 | 0 | 0 | 0 |
Total revenue | 4,889 | 8,511 | 14,039 | 24,065 |
Lighting product and installation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 13,222 | 29,528 | 41,079 | 99,369 |
Lighting product and installation | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 11,543 | 21,829 | 36,006 | 76,704 |
Lighting product and installation | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 1,679 | 7,699 | 5,073 | 22,665 |
Maintenance services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 3,306 | 1,012 | 10,806 | 1,668 |
Maintenance services | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 772 | 200 | 2,516 | 268 |
Maintenance services | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,534 | 812 | 8,290 | 1,400 |
Electric vehicle charging | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,830 | 2,830 | ||
Electric vehicle charging | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,154 | 2,154 | ||
Electric vehicle charging | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 676 | $ 676 | ||
Solar energy related revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8 | 36 | ||
Solar energy related revenues | Product revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8 | 36 | ||
Solar energy related revenues | Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 0 | $ 0 |
REVENUE (Narrative) (Details)
REVENUE (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | ||||
Proceeds from sale of revenue earned but not billed | $ 0 | $ 0 | $ 0 | $ 2,400,000 |
Gain (loss) on sale of revenue earned but not billed | $ 9,000 | $ 8,000 | ||
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 | Dec. 31, 2022 | Mar. 31, 2022 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable, net | $ 13,688 | $ 11,899 |
Contract assets | 2,187 | 1,966 |
Contract liabilities | $ (99) | $ 0 |
ACCOUNTS RECEIVABLE, NET (Accou
ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 13,744 | $ 11,907 |
Allowance for doubtful accounts | (56) | (8) |
Accounts receivable, net | $ 13,688 | $ 11,899 |
INVENTORIES, NET - Schedule of
INVENTORIES, NET - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Cost | ||
Raw materials and components | $ 10,456 | $ 10,781 |
Work in process | 1,128 | 1,529 |
Finished goods | 9,377 | 9,593 |
Total | 20,961 | 21,903 |
Reserve | ||
Raw materials and components | (943) | (1,140) |
Work in process | (131) | (267) |
Finished goods | (582) | (664) |
Total | (1,656) | (2,071) |
Net | ||
Raw materials and components | 9,513 | 9,641 |
Work in process | 997 | 1,262 |
Finished goods | 8,795 | 8,929 |
Total | $ 19,305 | $ 19,832 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Payroll tax credit | $ 1,587 | $ 1,587 |
Other prepaid expenses | 760 | 1,044 |
Total | $ 2,347 | $ 2,631 |
PROPERTY AND EQUIPMENT, NET (Su
PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Property and equipment | ||
Gross property and equipment | $ 35,064 | $ 34,990 |
Less: accumulated depreciation | (24,385) | (23,524) |
Total property and equipment, net | 10,679 | 11,466 |
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 | 9,491 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,772 | 7,650 |
Leasehold Improvements | ||
Property and equipment | ||
Gross property and equipment | 540 | 490 |
Equipment leased to customers | ||
Property and equipment | ||
Gross property and equipment | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Gross property and equipment | 11,212 | 11,130 |
Vehicles | ||
Property and equipment | ||
Gross property and equipment | 617 | 796 |
Construction in Progress | ||
Property and equipment | ||
Gross property and equipment | $ 2 | $ 3 |
LEASES (Summary of Assets Lease
LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 2,366 | $ 2,440 |
Operating Lease, Right Of Use Asset Statement Of Financial Position [Extensible List] | Other long-term assets | Other long-term assets |
Operating lease liabilities current | $ 830 | $ 768 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other | Accrued expenses and other |
Operating lease liabilities non-current | $ 2,038 | $ 2,271 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,868 | $ 3,039 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 0.4 | $ 0.2 | $ 1.2 | $ 0.7 |
LEASES (Summary of Estimated Ma
LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Fiscal 2023 | $ 255 | |
Fiscal 2024 | 957 | |
Fiscal 2025 | 949 | |
Fiscal 2026 | 845 | |
Fiscal 2027 | 142 | |
Total lease payments | 3,148 | |
Less: Interest | (280) | |
Present value of lease liabilities | $ 2,868 | $ 3,039 |
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 | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Product revenue | $ 936 | $ 342 | $ 911 | $ 993 |
Cost of product revenue | $ 927 | $ 306 | $ 927 | $ 889 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,425 | $ 1,425 | $ 350 | ||
Goodwill, increase | 200 | ||||
Amortization expense | 300 | $ 100 | 373 | $ 158 | |
Voltrek LLC | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | 900 | 900 | |||
Orion Services Group | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 600 | $ 600 | |||
Weighted average | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible assets, useful life | 5 years 8 months 12 days |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,952 | $ 7,906 |
Accumulated Amortization | (6,778) | (6,514) |
Intangible Assets, Net | 5,174 | 1,392 |
Indefinite-lived Intangible Assets | 1,010 | 1,012 |
Trade name and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | 1,010 | 1,012 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,521 | 2,652 |
Accumulated Amortization | (1,905) | (1,932) |
Intangible Assets, Net | 616 | 720 |
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 | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 564 | 118 |
Accumulated Amortization | (52) | (6) |
Intangible Assets, Net | 512 | 112 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,609 | 4,178 |
Accumulated Amortization | (3,784) | (3,618) |
Intangible Assets, Net | 1,825 | 560 |
Vendor Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,300 | 0 |
Accumulated Amortization | (79) | 0 |
Intangible Assets, Net | 2,221 | 0 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 900 | 900 |
Accumulated Amortization | (900) | (900) |
Intangible Assets, Net | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets, Estimated Amortization Expense | ||
Fiscal 2023 (period remaining) | $ 277 | |
Fiscal 2024 | 1,105 | |
Fiscal 2025 | 1,096 | |
Fiscal 2026 | 842 | |
Fiscal 2027 | 566 | |
Fiscal 2028 | 486 | |
Thereafter | 802 | |
Intangible Assets, Net | $ 5,174 | $ 1,392 |
ACCRUED EXPENSES AND OTHER (Acc
ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued earnout | $ 1,750 | $ 0 |
Other accruals | 1,633 | 2,221 |
Credits due to customers | 1,399 | 1,209 |
Compensation and benefits | 1,552 | 1,668 |
Accrued project costs | 852 | 2,215 |
Warranty | 482 | 728 |
Sales returns reserve | 400 | 123 |
Sales tax | 239 | 157 |
Legal and professional fees | 108 | 106 |
Total | $ 8,415 | $ 8,427 |
ACCRUED EXPENSES AND OTHER (Nar
ACCRUED EXPENSES AND OTHER (Narrative) (Details) | 9 Months Ended |
Dec. 31, 2022 | |
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 | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual | ||||
Beginning of period | $ 698 | $ 1,014 | $ 860 | $ 1,009 |
Accruals | 75 | 123 | 271 | 328 |
Warranty claims (net of vendor reimbursements) | (149) | (186) | (507) | (386) |
End of period | $ 624 | $ 951 | $ 624 | $ 951 |
NET (LOSS) INCOME PER COMMON _3
NET (LOSS) INCOME PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Net Income Loss | $ (24,059) | $ (2,331) | $ (2,835) | $ 1,102 | $ 3,659 | $ 2,510 | $ (29,225) | $ 7,271 |
Denominator: | ||||||||
Weighted-average common shares outstanding | 32,047,755 | 31,084,710 | 31,510,547 | 30,992,475 | ||||
Weighted-average common shares and common share equivalents outstanding | 32,047,755 | 31,234,925 | 31,510,547 | 31,273,703 | ||||
Net (loss) income per common share: | ||||||||
Basic | $ (0.75) | $ 0.04 | $ (0.93) | $ 0.23 | ||||
Net (loss) income per common share: | ||||||||
Diluted | $ (0.75) | $ 0.04 | $ (0.93) | $ 0.23 |
NET (LOSS) INCOME PER COMMON _4
NET (LOSS) INCOME PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income Per Common Share) (Details) - shares | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Number of potentially dilutive securities | ||
Potentially dilutive securities outstanding | 203,636 | 17,803 |
Restricted shares | ||
Number of potentially dilutive securities | ||
Potentially dilutive securities outstanding | 203,636 | 17,803 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Long-term debt | ||
Total long-term debt | $ 5,023 | $ 35 |
Less current maturities | (16) | (16) |
Long-term debt, less current maturities | 5,007 | 19 |
Revolving credit facility | ||
Long-term debt | ||
Revolving credit facility | 5,000 | |
Equipment debt obligations | ||
Long-term debt | ||
Total long-term debt | $ 23 | $ 35 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 29, 2020 | 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 | $ 25,000 | ||
Credit agreement period | 5 years | |||
Credit agreement, maturity date | Dec. 29, 2025 | |||
Credit facility, available amount | $ 16,300 | |||
Credit agreement, amounts borrowed | $ 5,000 | |||
Prior Credit Agreement | Western Alliance Bank | Line of Credit | Revolving credit facility | ||||
Line Of Credit Facility [Line Items] | ||||
Credit facility, amount | $ 20,150 | |||
Debt Instrument 1 | Equipment debt obligations | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of debt | $ 44 | |||
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 | |||
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 | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit)/expense | $ 19,391 | $ 189 | $ 17,933 | $ 2,406 | |
Valuation allowance | 19,100 | 19,100 | $ 1,200 | ||
Unrecognized tax benefits | $ 200 | $ 200 | |||
Cumulative loss, description | Orion now projects a 36-month cumulative loss starting from fiscal year 2023. | ||||
Valuation allowance for federal and state deferred tax assets | $ 17,800 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Class Of Treasury Stock [Line Items] | |||||||
Shares issued under ESPP plan | 621 | 648 | 443 | 1,712 | |||
Closing market price | $ 1.82 | $ 1.56 | $ 2.01 | ||||
Proceeds from sale of common stock | $ 770 | $ 0 | |||||
At Market Issuance Sales Agreement | |||||||
Equity Class Of Treasury Stock [Line Items] | |||||||
Sale of share | 0 | ||||||
Maximum | |||||||
Equity Class Of Treasury Stock [Line Items] | |||||||
Closing market price | $ 2.01 | ||||||
Proceeds from issuance of debt or sale of equity securities | $ 100,000 | ||||||
Maximum | At Market Issuance Sales Agreement | |||||||
Equity Class Of Treasury Stock [Line Items] | |||||||
Proceeds from sale of common stock | $ 50,000 | ||||||
Minimum | |||||||
Equity Class Of Treasury Stock [Line Items] | |||||||
Closing market price | $ 1.56 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of ESPP Activity) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Shares issued under ESPP plan | 621 | 648 | 443 | 1,712 |
Closing market price | $ 1.82 | $ 1.56 | $ 2.01 | |
Minimum [Member] | ||||
Closing market price | $ 1.56 | |||
Maximum [Member] | ||||
Closing market price | $ 2.01 |
STOCK OPTIONS AND RESTRICTED _3
STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Dec. 31, 2022 | 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 10 months 24 days | ||
Deferred stock-based compensation related to grants of restricted shares | $ 1.3 | ||
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 | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||
Total | $ 448 | $ 219 | $ 1,435 | $ 591 |
Cost of product revenue | ||||
Stock-based compensation | ||||
Total | 2 | 1 | 3 | 4 |
General and administrative | ||||
Stock-based compensation | ||||
Total | 444 | 214 | 1,425 | 574 |
Sales and marketing | ||||
Stock-based compensation | ||||
Total | 0 | 3 | 4 | 10 |
Research and development | ||||
Stock-based compensation | ||||
Total | $ 2 | $ 1 | $ 3 | $ 3 |
STOCK OPTIONS AND RESTRICTED _5
STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details) | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stock Options | |
Non-vested, beginning balance (shares) | 142,428 |
Awards granted (shares) | 0 |
Awards vested or exercised (shares) | (26,646) |
Awards forfeited (shares) | (30,646) |
Non-vested, ending balance (shares) | 85,136 |
Per share weighted average price on grant date (USD per share) | $ / shares | $ 0 |
Restricted shares | |
Restricted Shares | |
Beginning balance (shares) | 450,458 |
Awards granted (shares) | 806,738 |
Awards vested or exercised (shares) | (535,622) |
Awards forfeited (shares) | (23,120) |
Ending balance (shares) | 698,454 |
Per share weighted average price on grant date (USD per share) | $ / shares | $ 2.18 |
SEGMENTS (Reconciliation of Seg
SEGMENTS (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Corporate and Other | ||||
Revenues | $ 20,288 | $ 30,714 | $ 55,754 | $ 102,325 |
Operating Income (Loss) | (4,588) | 1,332 | (11,148) | 9,781 |
Operating Segments | Orion Services Group | ||||
Corporate and Other | ||||
Revenues | 8,623 | 20,021 | 27,405 | 68,961 |
Operating Income (Loss) | (1,858) | 970 | (5,630) | 7,115 |
Operating Segments | Orion Distribution Services | ||||
Corporate and Other | ||||
Revenues | 3,711 | 4,942 | 12,846 | 18,264 |
Operating Income (Loss) | (77) | 491 | 6 | 3,173 |
Operating Segments | Orion U.S. Markets | ||||
Corporate and Other | ||||
Revenues | 5,124 | 5,751 | 12,673 | 15,100 |
Operating Income (Loss) | 532 | 1,250 | 1,028 | 3,198 |
Operating Segments | Orion Electric Vehicle Charging | ||||
Corporate and Other | ||||
Revenues | 2,830 | 0 | 2,830 | 0 |
Operating Income (Loss) | (1,500) | 0 | (1,500) | 0 |
Corporate and Other | ||||
Corporate and Other | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating Income (Loss) | $ (1,685) | $ (1,379) | $ (5,052) | $ (3,705) |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 05, 2022 | Jan. 01, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||||
Business combination, cash purchase price | $ 5,508 | $ 3,697 | |||||||||
Value of Common Stock | $ 0 | 0 | $ 0 | ||||||||
Business acquisition, pro forma revenue | 134,900 | ||||||||||
Business acquisition, pro forma operating income loss | $ 5,800 | ||||||||||
Business acquisition cost of acquired entity transaction costs | $ 500 | $ 200 | 800 | $ 200 | |||||||
Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accretion earnout liability | 200 | ||||||||||
Stay-Lite Lighting, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, cash purchase price | $ 4,300 | ||||||||||
Purchase price | 4,300 | ||||||||||
Business combination, working capital adjustment received | $ 100 | ||||||||||
Business combination, estimate of earn-out liability | 200 | ||||||||||
Voltrek LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, cash purchase price | $ 5,000 | ||||||||||
Purchase price | $ 6,700 | ||||||||||
Payments For Previous Acquisition in Share | $ 620,067 | ||||||||||
Value of Common Stock | $ 1,000 | ||||||||||
Recorded In Opening Balance Sheet | $ 800 | ||||||||||
Business acquisition, pro forma revenue | 58,200 | ||||||||||
Business acquisition, pro forma operating income loss | $ (28,900) | ||||||||||
Voltrek LLC | Subsequent Event | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination additional earnout related purchase price | $ 7,150 | $ 3,500 | $ 3,000 | ||||||||
Maximum | Stay-Lite Lighting, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, earnout related purchase price | $ 700 |
ACQUISITION - Schedule of Preli
ACQUISITION - Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 05, 2022 | Mar. 31, 2022 | Jan. 01, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,425 | $ 350 | ||
Stay-Lite Lighting, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 95 | |||
Accounts receivable | 2,690 | |||
Revenue earned but not billed | 342 | |||
Inventory | 504 | |||
Prepaid expenses and other current assets | 41 | |||
Property and equipment | 725 | |||
Goodwill | 564 | |||
Other intangible assets | 673 | |||
Other long-term assets | 537 | |||
Accounts payable | (965) | |||
Accrued expenses and other | (492) | |||
Other long-term liabilities | (411) | |||
Net purchase consideration | $ 4,303 | |||
Voltrek LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 416 | |||
Accounts receivable | 1,438 | |||
Revenue earned but not billed | 365 | |||
Inventory | 880 | |||
Prepaid expenses and other current assets | 39 | |||
Property and equipment | 4 | |||
Goodwill | 861 | |||
Other intangible assets | 4,200 | |||
Other long-term assets | 211 | |||
Accounts payable | (1,199) | |||
Accrued expenses and other | (286) | |||
Other long-term liabilities | (180) | |||
Net purchase consideration | $ 6,749 |
ACQUISITION - Schedule of Intan
ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Stay-Lite Lighting, Inc. | Trade name | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 164 |
Estimated Useful Life (Years) | 5 years |
Stay-Lite Lighting, Inc. | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 509 |
Estimated Useful Life (Years) | 8 years |
Voltrek LLC | Trade name | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 400 |
Estimated Useful Life (Years) | 5 years |
Voltrek LLC | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 1,500 |
Estimated Useful Life (Years) | 3 years |
Voltrek LLC | Vendor Relationship | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 2,300 |
Estimated Useful Life (Years) | 7 years |
SUBSEQUENT EVENTS (Additional I
SUBSEQUENT EVENTS (Additional Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Business combination, cash purchase price | $ 5,508 | $ 3,697 |