Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jun. 09, 2016 | Sep. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ORION ENERGY SYSTEMS, INC. | ||
Entity Central Index Key | 1,409,375 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 40,265,665 | ||
Entity Common Stock, Shares Outstanding | 28,059,351 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Assets [Abstract] | ||
Cash and cash equivalents | $ 15,542,000 | $ 20,002,000 |
Accounts receivable, net | 10,889,000 | 18,263,000 |
Inventories, net | 17,024,000 | 14,283,000 |
Deferred contract costs | 36,691 | 90,258 |
Prepaid expenses and other current assets | 5,038,000 | 2,407,000 |
Total current assets | 48,530,000 | 55,045,000 |
Property and equipment, net | 17,004,000 | 21,223,000 |
Goodwill | 0 | 4,409,000 |
Other intangible assets, net | 5,048,000 | 6,335,000 |
Long-term accounts receivable | 108,000 | 426,000 |
Other long-term assets | 185,000 | 367,000 |
Total assets | 70,875,000 | 87,805,000 |
Liabilities and Equity [Abstract] | ||
Accounts payable | 11,716,000 | 11,003,000 |
Accrued expenses and other | 6,586,000 | 5,197,000 |
Deferred revenue, current | 243,000 | 287,000 |
Current maturities of long-term debt | 746,000 | 1,832,000 |
Total current liabilities | 19,291,000 | 18,319,000 |
Revolving credit facility | 3,719,000 | 2,500,000 |
Long-term debt, less current maturities | 302,000 | 722,000 |
Deferred revenue, long-term | 1,022,000 | 1,231,000 |
Other long-term liabilities | 558,000 | 522,000 |
Total liabilities | $ 24,892,000 | $ 23,294,000 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2016 and 2015; no shares issued and outstanding at March 31, 2016 and 2015 | $ 0 | $ 0 |
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2016 and 2015; shares issued: 37,192,559 and 36,837,864 at March 31, 2016 and 2015; shares outstanding: 27,767,138 and 27,421,533 at March 31, 2016 and 2015 | 0 | 0 |
Additional paid-in capital | 152,140,000 | 150,516,000 |
Treasury stock: 9,425,421 and 9,416,331 common shares at March 31, 2016 and 2015 | (36,075,000) | (36,049,000) |
Shareholder notes receivable | (4,000) | (4,000) |
Retained deficit | (70,078,000) | (49,952,000) |
Total shareholders’ equity | 45,983,000 | 64,511,000 |
Total liabilities and shareholders’ equity | $ 70,875,000 | $ 87,805,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 30,000,000 | 30,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 37,192,559 | 36,837,864 |
Common stock, shares outstanding (shares) | 27,767,138 | 27,421,533 |
Treasury stock (shares) | 9,425,421 | 9,416,331 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | |||
Product revenue | $ 64,897 | $ 65,881 | $ 71,954 |
Service revenue | 2,745 | 6,329 | 16,669 |
Total revenue | 67,642 | 72,210 | 88,623 |
Cost of product revenue | 49,630 | 68,388 | 54,423 |
Cost of service revenue | 2,015 | 4,959 | 11,220 |
Total cost of revenue | 51,645 | 73,347 | 65,643 |
Gross profit (loss) | 15,997 | (1,137) | 22,980 |
Operating expenses: | |||
General and administrative | 16,884 | 14,908 | 14,951 |
Goodwill and long lived asset impairment | 6,023 | 0 | 0 |
Acquisition and integration related expenses | 0 | 47 | 819 |
Sales and marketing | 11,343 | 13,290 | 13,527 |
Research and development | 1,668 | 2,554 | 2,026 |
Total operating expenses | 35,918 | 30,799 | 31,323 |
Loss from operations | (19,921) | (31,936) | (8,343) |
Other income (expense): | |||
Interest expense | (297) | (376) | (481) |
Interest income | 128 | 300 | 567 |
Total other income (expense) | (169) | (76) | 86 |
Loss before income tax | (20,090) | (32,012) | (8,257) |
Income tax expense (benefit) | 36 | 49 | (2,058) |
Net loss and comprehensive loss | $ (20,126) | $ (32,061) | $ (6,199) |
Basic net loss per share attributable to common shareholders (usd per share) | $ (0.73) | $ (1.43) | $ (0.30) |
Weighted-average common shares outstanding (shares) | 27,627,693 | 22,353,419 | 20,987,964 |
Diluted net loss per share (usd per share) | $ (0.73) | $ (1.43) | $ (0.30) |
Weighted-average common shares and share equivalents outstanding (shares) | 27,627,693 | 22,353,419 | 20,987,964 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock, Shares | Common Stock, Additional Paid-in Capital | Treasury Stock | Shareholder Notes Receivable | Retained Earnings (Deficit) |
Shareholders' equity, at beginning of period (shares) at Mar. 31, 2013 | 20,162,397 | |||||
Shareholders' equity, beginning of period at Mar. 31, 2013 | $ 77,769 | $ 128,104 | $ (38,378) | $ (265) | $ (11,692) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock and warrants for services (shares) | 33,641 | |||||
Issuance of stock and warrants for services | 129 | 129 | ||||
Stock activity for acquisition (shares) | 940,940 | |||||
Stock activity for acquisition | 2,382 | 2,382 | ||||
Exercise of stock options and warrants for cash (shares) | 446,059 | |||||
Exercise of stock options and warrants for cash | 1,152 | 1,152 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 2,373 | |||||
Shares issued under Employee Stock Purchase Plan | 6 | (4) | 10 | |||
Tax benefit from exercise of stock options | 13 | 13 | ||||
Collection of shareholder notes receivable | 215 | 215 | ||||
Stock-based compensation (shares) | 23,084 | |||||
Stock-based compensation | 1,593 | 1,593 | ||||
Treasury stock purchase (shares) | (20,168) | |||||
Treasury stock purchase | (48) | (48) | ||||
Net income (loss) | (6,199) | (6,199) | ||||
Shareholders' equity, at end of period (shares) at Mar. 31, 2014 | 21,588,326 | |||||
Shareholders' equity, end of period at Mar. 31, 2014 | 77,012 | 130,987 | (36,034) | (50) | (17,891) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock and warrants for services (shares) | 27,931 | |||||
Issuance of stock and warrants for services | 131 | 131 | ||||
Issuance of common stock for cash, net of issuance costs (shares) | 5,462,500 | |||||
Issuance of common stock for cash, net of issuance costs | 17,465 | 17,465 | ||||
Exercise of stock options and warrants for cash (shares) | 178,387 | |||||
Exercise of stock options and warrants for cash | $ 430 | 430 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 1,486 | 1,486 | ||||
Shares issued under Employee Stock Purchase Plan | $ 11 | 4 | 7 | |||
Collection of shareholder notes receivable | 46 | 46 | ||||
Stock-based compensation (shares) | 170,055 | |||||
Stock-based compensation | 1,499 | 1,499 | ||||
Employee tax withholdings on stock-based compensation (shares) | (7,152) | |||||
Employee tax withholdings on stock-based compensation | (22) | (22) | ||||
Net income (loss) | $ (32,061) | (32,061) | ||||
Shareholders' equity, at end of period (shares) at Mar. 31, 2015 | 27,421,533 | 27,421,533 | ||||
Shareholders' equity, end of period at Mar. 31, 2015 | $ 64,511 | 150,516 | (36,049) | (4) | (49,952) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock and warrants for services (shares) | 35,290 | |||||
Issuance of stock and warrants for services | 66 | 66 | ||||
Exercise of stock options and warrants for cash (shares) | 46,410 | |||||
Exercise of stock options and warrants for cash | $ 97 | 97 | ||||
Shares issued under Employee Stock Purchase Plan (shares) | 3,925 | 3,925 | ||||
Shares issued under Employee Stock Purchase Plan | $ 7 | (1) | 8 | |||
Stock-based compensation (shares) | 270,303 | |||||
Stock-based compensation | 1,462 | 1,462 | ||||
Employee tax withholdings on stock-based compensation (shares) | (10,323) | |||||
Employee tax withholdings on stock-based compensation | (34) | (34) | ||||
Net income (loss) | $ (20,126) | (20,126) | ||||
Shareholders' equity, at end of period (shares) at Mar. 31, 2016 | 27,767,138 | 27,767,138 | ||||
Shareholders' equity, end of period at Mar. 31, 2016 | $ 45,983 | $ 152,140 | $ (36,075) | $ (4) | $ (70,078) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities | |||
Net loss | $ (20,126) | $ (32,061) | $ (6,199) |
Adjustments to reconcile net loss to net cash provided by (used in) | |||
Depreciation | 2,950 | 2,853 | 3,798 |
Amortization | 1,215 | 1,327 | 704 |
Stock-based compensation expense | 1,462 | 1,499 | 1,593 |
Accretion of fair value on contingent consideration | 0 | 0 | 11 |
Deferred income tax (benefit) expense | 0 | 0 | (2,123) |
Impairment on assets | 6,023 | 12,130 | 0 |
Loss (gain) on sale of property and equipment | 40 | (21) | 1,733 |
Provision for inventory reserves | 509 | 361 | 1,995 |
Provision for bad debts | 575 | 285 | 174 |
Other | 258 | 265 | 165 |
Changes in operating assets and liabilities, net of changes from acquisitions: | |||
Accounts receivable, current and long-term | 7,116 | (1,909) | 8,395 |
Inventories, current and long-term | (3,249) | (2,356) | 3,962 |
Deferred contract costs | 137 | 651 | 1,376 |
Prepaid expenses and other current assets | (2,645) | 1,261 | (1,072) |
Accounts payable | 713 | 2,475 | (762) |
Accrued expenses and other | 1,803 | 838 | (1,575) |
Deferred revenue, current and long-term | (254) | (410) | (2,274) |
Net cash (used in) provided by operating activities | (3,473) | (12,812) | 9,901 |
Investing activities | |||
Cash paid for acquisition, net of cash acquired | 0 | 0 | (4,992) |
Purchase of property and equipment | (401) | (2,006) | (410) |
Purchase of short-term investments | 0 | (2) | (4) |
Sale of short-term investments | 0 | 472 | 555 |
Additions to patents and licenses | (6) | (234) | (43) |
Proceeds from sales of property, plant and equipment | 35 | 1,040 | 80 |
Net cash used in investing activities | (372) | (730) | (4,814) |
Financing activities | |||
Payment of long-term debt | (1,901) | (4,494) | (3,229) |
Proceeds from revolving credit facility | 65,767 | 2,500 | 0 |
Repayments of revolving credit facility | (64,549) | 0 | 0 |
Proceeds from long-term debt | 0 | 446 | 0 |
Proceeds from repayment of shareholder notes | 0 | 46 | 215 |
Proceeds from issuance of common stock, net of issuance costs | (2) | 17,465 | 0 |
Payments to settle employee tax withholdings on stock-based compensation | (34) | (22) | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 | 13 |
Deferred financing costs | 0 | (406) | (19) |
Net proceeds from employee equity exercises | 104 | 441 | 1,125 |
Net cash (used in) provided by financing activities | (615) | 15,976 | (1,895) |
Net increase (decrease) in cash and cash equivalents | (4,460) | 2,434 | 3,192 |
Cash and cash equivalents at beginning of period | 20,002 | 17,568 | 14,376 |
Cash and cash equivalents at end of period | 15,542 | 20,002 | 17,568 |
Supplemental cash flow information: | |||
Cash paid for interest | 191 | 287 | 423 |
Cash paid for income taxes | 18 | 42 | 22 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Vendor financed capital lease addition | 396 | 0 | 0 |
Shares returned to treasury in satisfaction of receivable | 0 | 0 | 48 |
Acquisition related contingent consideration liability | 0 | 0 | 612 |
Acquisition financed through debt | 0 | 0 | 3,123 |
Common stock issued for acquisition | $ 0 | $ 0 | $ 2,416 |
Description of Business
Description of Business | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Organization Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion is a developer, manufacturer and seller of lighting and energy management systems to commercial and industrial businesses, predominantly in North America. See Note 10 “Segment Data” of these financial statements for further discussion of Orion's reportable segments. Orion's corporate offices and primary manufacturing operations are located in Manitowoc, Wisconsin. Orion leases office space in Jacksonville, Florida; Chicago, Illinois; and Houston, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Reclassifications Where appropriate, certain reclassifications were made to prior years' financial statements to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence and bad debt reserves, accruals for warranty expenses and loss contingencies, income taxes and certain equity transactions. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments Orion’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, or in the case of long-term debt and revolving credit facility, because of the interest rates currently available to Orion for similar obligations. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date. Accounts Receivable Orion’s accounts receivable are due from companies in the commercial, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30 - 60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. As of March 31, Orion’s accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): 2016 2015 Accounts receivable, gross $ 11,394 $ 18,721 Allowance for doubtful accounts (505 ) (458 ) Accounts receivable, net $ 10,889 $ 18,263 Financing Receivables Orion considers its lease balances included in consolidated current and long-term accounts receivable from its Orion Throughput Agreement, or OTA, sales-type leases to be financing receivables. Additional disclosures on the credit quality of Orion’s financing receivables are as follows: Age Analysis as of March 31, 2016 (dollars in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 294 $ 4 $ 10 $ 14 $ 308 Lease balances included in consolidated accounts receivable—long-term 101 — — — 101 Total gross sales-type leases 395 4 10 14 409 Allowance — — (9 ) (9 ) (9 ) Total net sales-type leases $ 395 $ 4 $ 1 $ 5 $ 400 Age Analysis as of March 31, 2015 (dollars in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 1,346 $ 47 $ 186 $ 233 $ 1,579 Lease balances included in consolidated accounts receivable—long-term 398 — — — 398 Total gross sales-type leases 1,744 47 186 233 1,977 Allowance (12 ) (3 ) (141 ) (144 ) (156 ) Total net sales-type leases $ 1,732 $ 44 $ 45 $ 89 $ 1,821 Allowance for Credit Losses on Financing Receivables Orion’s allowance for credit losses is based on management’s assessment of the collectability of customer accounts. A considerable amount of judgment is required in order to make this assessment including a detailed analysis of the aging of the lease receivables and the current credit worthiness of Orion's customers and an analysis of historical bad debts and other adjustments. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, the estimate of the recoverability of amounts due could be adversely affected. Orion reviews in detail the allowance for doubtful accounts on a quarterly basis and adjusts the allowance estimate to reflect actual portfolio performance and any changes in future portfolio performance expectations. Orion’s provision for write-offs and credit losses against the OTA sales-type lease receivable balances in fiscal 2016 , fiscal 2015 and fiscal 2014, respectively, was as follows (dollars in thousands): Balance at Provisions Write offs Balance at March 31, (in Thousands) 2016 Allowance for Doubtful Accounts on financing receivables $ 156 $ 30 $ 177 $ 9 2015 Allowance for Doubtful Accounts on financing receivables $ 94 $ 62 $ — $ 156 2014 Allowance for Doubtful Accounts on financing receivables $ 74 $ 96 $ 76 $ 94 Long-Term Receivables Orion records a long-term receivable for the non-current portion of its sales-type capital lease OTA contracts. The receivable is recorded at the net present value of the future cash flows from scheduled customer payments. Orion uses the implied cost of capital from each individual contract as the discount rate. Inventories Inventories consist of raw materials and components, such as ballasts, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or market value with cost determined using the first-in, first-out (FIFO) method. Orion reduces the carrying value of its inventories for differences between the cost and estimated net realizable value, taking into consideration usage in the preceding 9 to 24 months, expected demand, and other information indicating obsolescence. Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value. As of March 31, 2016 and 2015 , Orion's inventory balances were as follows (dollars in thousands): Cost Obsolescence Reserve Net As of March 31, 2016 Raw materials and components $ 10,556 $ (1,052 ) $ 9,504 Work in process 2,045 (119 ) 1,926 Finished goods 6,550 (956 ) 5,594 Total $ 19,151 $ (2,127 ) $ 17,024 As of March 31, 2015 Raw materials and components $ 9,150 $ (677 ) $ 8,473 Work in process 1,683 (94 ) 1,589 Finished goods 5,069 (848 ) 4,221 Total $ 15,902 $ (1,619 ) $ 14,283 Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue. Deferred Contract Costs Deferred contract costs consist primarily of the costs of products delivered, and services performed, that are subject to additional performance obligations or customer acceptance. These deferred contract costs are expensed at the time the related revenue is recognized. Deferred costs amounted to $36,691 as of March 31, 2016 and $90,258 as of March 31, 2015 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid insurance premiums, prepaid license fees, purchase deposits, advance payments to contractors, unbilled revenue, prepaid taxes and miscellaneous receivables. Prepaid expenses and other current assets include the following (dollars in thousands): March 31, 2016 March 31, 2015 Unbilled accounts receivable $ 4,307 $ 1,710 Other prepaid expenses 731 697 Total $ 5,038 $ 2,407 Property and Equipment Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are expensed as incurred. Properties sold, or otherwise disposed of, are removed from the property accounts, with gains or losses on disposal credited or charged to income from operations. Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment , if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets’ carrying amount to determine if a write down to market value is required. On March 31, 2016, Orion entered into a purchase and sale agreement (“Agreement”) with Tramontina U.S. Cookware, Inc. (“Tramontina”) to sell its Manitowoc manufacturing and distribution facility for a cash purchase price of approximately $2,600,000 . Pursuant to the Agreement, Orion is negotiating a lease with Tramontina under which it will leaseback approximately 200,000 square feet of the building for not less than three years . As a result of this pending transaction, the Company reviewed the carrying value of the manufacturing and distribution facility assets for impairment. Orion performed a probability weighted analysis of expected future cash flows. Based on this analysis, the Company concluded that the assets' carrying values were no longer supported. As such, Orion recorded an impairment charge of $1,614,000 in fiscal 2016 to write the assets down to their fair value, which approximates the expected selling price. The impairment charge was recorded to all three of Orion’s reportable segments as follows: Orion U.S. Markets $689,000 , Orion Engineered Systems $804,000 , and Orion Distribution Services $121,000 . In fiscal 2015 , an impairment charge of $1,029,586 was recorded in connection with the assessment of carrying costs related to the wireless controls product offering. Property and equipment were comprised of the following (dollars in thousands): March 31, 2016 March 31, 2015 Land and land improvements $ 421 $ 1,511 Buildings and building improvements 11,849 14,441 Furniture, fixtures and office equipment 7,233 8,600 Leasehold improvements 148 148 Equipment leased to customers under Power Purchase Agreements 4,997 4,997 Plant equipment 10,805 11,084 Construction in progress 128 379 35,581 41,160 Less: accumulated depreciation and amortization (18,577 ) (19,937 ) Net property and equipment $ 17,004 $ 21,223 Equipment included above under capital leases was as follows (dollars in thousands): March 31, 2016 March 31, 2015 Equipment $ 408 $ — Less: accumulated depreciation and amortization (65 ) — Net Equipment $ 343 $ — Depreciation is provided over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $2,950,000 , $2,853,000 and $3,798,000 for the years ended March 31, 2016 , 2015 and 2014 , respectively. Depreciable lives by asset category are as follows: Land improvements 10-15 years Buildings and building improvements 3-39 years Furniture, fixtures and office equipment 2-10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3-10 years No interest was capitalized for construction in progress during fiscal 2016 or fiscal 2015 . Goodwill and Other Intangible Assets The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill and intangible assets with indefinite lives are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. Orion has allocated goodwill to its reporting units which are also two of Orion’s reporting segments: $2,371,000 to the U.S. Markets (USM) and $2,038,000 to Engineered Systems (OES) as of March 31, 2015. Orion's annual goodwill impairment test was performed as of January 1, 2016. In accordance with ASC 350, Intangibles - Goodwill and Other, Step 1 of the impairment test compares the fair value of the reporting unit with its carrying value. Orion determined the fair value of each reporting unit using a discounted cash flow method and the guideline public entity method. After completing a Step 1 evaluation, the estimated fair value of both reporting units was determined to be lower than their carrying values. As such, each unit failed Step 1 of the goodwill impairment test. Step 2 of the goodwill impairment test requires Orion to perform a hypothetical purchase price allocation for each reporting unit to determine the implied fair value of goodwill and compare the implied fair value of goodwill to the carrying amount of goodwill. The estimate of fair value is complex and requires significant judgment. A third-party valuation firm was engaged to assist in the Step 2 valuation process. The fair value determination was categorized as Level 3 in the fair value hierarchy (see “ Fair Value of Financial Instruments” for the definition of Level 3 inputs). As a result of Step 2 of the goodwill impairment tests as of January 1, 2016, Orion’s USM segment recorded a goodwill impairment charge of $2,371,000 and Orion’s OES segment recorded a goodwill impairment charge of $2,038,000 . As of March 31, 2016, the goodwill balance in the Consolidated Balance Sheets is $0 . The change in the carrying value of goodwill during fiscal 2016 and fiscal 2015 was as follows (dollars in thousands): Balance at March 31, 2014 $ 4,409 Impairments — Balance at March 31, 2015 4,409 Impairments (4,409 ) Balance at March 31, 2016 $ — Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10-17 years Straight-line Licenses 7-13 years Straight-line Customer relationships 5-8 years Accelerated based upon the pattern of economic benefits consumed Developed technology 8 years Accelerated based upon the pattern of economic benefits consumed Non-competition agreements 5 years Straight-line Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life estimated by us, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required. The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2016 March 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,377 $ (1,053 ) $ 1,324 $ 2,447 $ (906 ) $ 1,541 Licenses 58 (58 ) — 58 (58 ) — Trade name and trademarks 1,956 — 1,956 1,958 — 1,958 Customer relationships 3,600 (2,512 ) 1,088 3,600 (1,620 ) 1,980 Developed technology 900 (265 ) 635 900 (109 ) 791 Non-competition agreements 100 (55 ) 45 100 (35 ) 65 Total $ 8,991 $ (3,943 ) $ 5,048 $ 9,063 $ (2,728 ) $ 6,335 As of March 31, 2016 , the weighted average useful life of intangible assets was 6.15 years . The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2017 $ 877 Fiscal 2018 602 Fiscal 2019 426 Fiscal 2020 340 Fiscal 2021 266 Thereafter 581 $ 3,092 Amortization expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Amortization included in cost of sales: Patents $ 139 $ 132 $ 135 Total $ 139 $ 132 $ 135 Amortization included in operating expenses: Customer relationships $ 891 $ 1,085 $ 535 Developed technology 156 90 19 Non-competition agreements 20 20 15 Patents 9 — — Total 1,076 1,195 569 Total amortization $ 1,215 $ 1,327 $ 704 Orion’s management periodically reviews the carrying value of patent applications and related costs. When a patent application is probable of being unsuccessful or a patent is no longer in use, Orion write-offs the remaining carrying value as a charge to General and administrative expense within its consolidated Statement of Operations. Such write-offs recorded in fiscal 2016 , 2015 and 2014 were $78,000 , $120,000 and $45,000 , respectively. Other Long-Term Assets Other long-term assets include the following (dollars in thousands): March 31, 2016 March 31, 2015 Deferred financing costs $ 92 $ 202 Security deposits 87 73 Deferred contract costs — 83 Other 6 9 Total $ 185 $ 367 Deferred financing costs related to debt issuances are allocated to interest expense over the life of the debt ( 1 to 3 years ). For the years ended March 31, 2016, 2015 and 2014, the expense was $114,000 , $156,000 and $40,000 respectively. Accrued Expenses and Other Accrued expenses and other include the following (dollars in thousands): March 31, 2016 March 31, 2015 Compensation and benefits $ 1,794 $ 1,314 Sales tax 913 1,168 Contract costs 586 1,267 Legal and professional fees (1) 2,348 479 Warranty 554 705 Other accruals 391 264 Total $ 6,586 $ 5,197 (1) Includes a $1,400 loss contingency recorded in fiscal 2016. Orion generally offers a limited warranty of one year on its lighting products in addition to those standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps and ballasts, which are significant components in Orion’s lighting products. Included in other long-term liabilities is $310,000 for warranty reserves related to solar operating systems. Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): March 31, 2016 2015 Beginning of year $ 1,015 $ 263 Provision to product cost of revenue 159 776 Charges (310 ) (24 ) End of year $ 864 $ 1,015 Incentive Compensation Orion’s compensation committee approved an Executive Fiscal Year 2016 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2016 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2016 of at least (i) $110,000 of profit before taxes and (ii) revenue growth of 10% more than fiscal year 2015. Based upon the results for the year ended March 31, 2016, Orion did not accrue any expense related to this plan. Orion’s compensation committee approved an Executive Fiscal Year 2015 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2015 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2015 of at least (i) $2,300,000 of profit before taxes and (ii) revenue of at least $90,400,000 . Based upon the results for the year ended March 31, 2015, Orion did not accrue any expense related to this plan. Orion’s compensation committee approved an Executive Fiscal Year 2014 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2014 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2014 of at least (i) $2,000 ,000 of profit before taxes and (ii) revenue of at least $88,000 ,000. Based upon the results for the year ended March 31, 2014, Orion did not accrue any expense related to this plan. Revenue Recognition Revenue is recognized on the sales of our lighting and related energy-efficiency systems and products when the following four criteria are met: 1. persuasive evidence of an arrangement exists; 2. delivery has occurred and title has passed to the customer; 3. the sales price is fixed and determinable and no further obligation exists; and 4. collectability is reasonably assured. These four criteria are met for Orion’s product-only revenue upon delivery of the product and title passing to the customer. At that time, Orion provides for estimated costs that may be incurred for product warranties and sales returns. Revenues are presented net of sales tax and other sales related taxes. For sales of Orion’s lighting and energy management technologies, consisting of multiple element arrangements, such as a combination of product sales and services, Orion determines revenue by allocating the total contract revenue to each element based on their relative selling prices in accordance with ASC 605-25, Revenue Recognition - Multiple Element Arrangements . In such circumstances, Orion uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (1) vendor-specific objective evidence (VSOE) of fair value, if available, (2) third-party evidence (TPE) of selling price if VSOE is not available, and (3) best estimate of the selling price if neither VSOE nor TPE is available (a description as to how Orion determined estimated selling price is provided below). The nature of Orion’s multiple element arrangements for the sale of its lighting and energy management technologies is similar to a construction project, with materials being delivered and contracting and project management activities occurring according to an installation schedule. The significant deliverables include the shipment of products and related transfer of title and the installation. To determine the selling price in multiple-element arrangements, Orion establishes the selling price for its HIF lighting and energy management system products using management's best estimate of the selling price, as VSOE or TPE does not exist. Product revenue is recognized when products are shipped. For product revenue, management's best estimate of selling price is determined using a cost plus gross profit margin method. In addition, Orion records in service revenue the selling price for its installation and recycling services using management’s best estimate of selling price, as VSOE or TPE does not exist. Service revenue is recognized when services are completed and customer acceptance has been received. Recycling services provided in connection with installation entail the disposal of the customer’s legacy lighting fixtures. Orion’s service revenues, other than for installation and recycling that are completed prior to delivery of the product, are included in product revenue using management’s best estimate of selling price, as VSOE or TPE does not exist. These services include comprehensive site assessment, site field verification, utility incentive and government subsidy management, engineering design, and project management. For these services, along with Orion's installation and recycling services, under a multiple-element arrangement, management’s best estimate of selling price is determined by considering several external and internal factors including, but not limited to, economic conditions and trends, customer demand, pricing practices, margin objectives, competition, geographies in which Orion offers its products and services and internal costs. The determination of estimated selling price is made through consultation with and approval by management, taking into account all of the preceding factors. For sales of solar photovoltaic systems, which are governed by customer contracts that require Orion to deliver functioning solar power systems and are generally completed within three to 15 months from the start of construction, Orion recognizes revenue from fixed price construction contracts using the percentage-of-completion method in accordance with ASC 605-35, Construction-Type and Production-Type Contracts . Under this method, revenue arising from fixed price construction contracts is recognized as work is performed based upon the percentage of incurred costs to estimated total forecasted costs. Orion has determined that the appropriate method of measuring progress on these sales is measured by the percentage of costs incurred to date of the total estimated costs for each contract as materials are installed. The percentage-of-completion method requires revenue recognition from the delivery of products to be deferred and the cost of such products to be capitalized as a deferred cost and current asset on the balance sheet. Orion performs periodic evaluations of the progress of the installation of the solar photovoltaic systems using actual costs incurred over total estimated costs to complete a project. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion offers a financing program, called a power purchase agreement, or PPA, for Orion’s renewable energy product offerings. A PPA is a supply side agreement for the generation of electricity and subsequent sale to the end user. Upon the customer’s acknowledgment that the system is operating as specified, product revenue is recognized on a monthly basis over the life of the PPA contract, which is typically in excess of 10 years. Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and a separate obligation to provide maintenance on OTAs and is classified as a liability on the Consolidated Balance Sheet. The fair value of the maintenance is readily determinable based upon pricing from third-party vendors. Deferred revenue related to maintenance services is recognized when the services are delivered, which occurs in excess of a year after the original OTA contract is executed. Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. Advertising Advertising costs of $4,000 , $149,000 and $28,000 for fiscal 2016 , 2015 and 2014 , respectively, were charged to operations as incurred. Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations and Comprehensive Income on the line item Research and development. Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2016 , Orion recorded a valuation allowance of $5,740,000 against its deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. Deferred tax benefits have not been recognized for income tax effects resulting from the exercise of non-qualified stock options. These benefits will be recognized in the period in which the benefits are realized as a reduction in taxes payable and an increase in additional paid-in capital. Realized tax benefits (expense) from the exercise of stock options were $0 , $0 and $13,000 for the fiscal years 2016 , 2015 and 2014 , respectively. Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. Cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation costs (excess tax benefits) are classified as financing cash flows. For the years ended March 31, 2016 , 2015 and 2014 , $0 , $0 and $13,000 , respectively, of such excess tax benefits were classified as financing cash flows. Orion uses the Black-Scholes option-pricing model. Orion calculates volatility based upon the historical market price of its common stock. The risk-free interest rate is the rate available as of the option date on zero-coupon U.S. Government issues with a remaining term equal to the expected term of the option. The expected term is based upon the vesting term of Orion’s options and expected exercise behavior. Orion has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future. Orion estimates its forfeiture rate of unvested stock awards based on historical experience. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, net of estimated forfeitures. As more fully described in Note 9, Orion awards non-vested restricted stock to employees, executive officers and directors. Orion did not issue any stock options during fiscal 2016 or 2015. The fair value of each option grant in fiscal 2014 was determined using the assumptions in the following table: 2014 Weighted average expected term 4.1 years Risk-free interest rate 0.8 % Expected volatility 73.3 % Expected forfeiture rate 20.3 % Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not c |
Acquisition
Acquisition | 12 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION On July 1, 2013, Orion acquired all of the equity interests of Harris Manufacturing, Inc. and Harris LED, LLC (collectively, "Harris"). Harris was a Florida-based lighting company which engineered, designed, sourced and manufactured energy-efficient lighting systems, including fluorescent and LED lighting solutions, and day-lighting products. The acquisition was consummated pursuant to a Stock and Unit Purchase Agreement, dated as of May 22, 2013 ("Purchase Agreement"), by and among Harris, the shareholders and members of Harris ("Harris Shareholders"), and Orion. The acquisition consideration paid to the Harris Shareholders was valued under the Purchase Agreement at an aggregate of $10,801,000 , plus an adjustment of approximately $200,000 to reflect Orion's acquisition of net working capital in excess of a targeted amount, plus an additional $612,000 for the contingent consideration earn-out value assigned to non-employee Harris shareholders. The aggregate acquisition consideration was paid through a combination of $5,000,000 in cash, $3,124,000 in a three years unsecured subordinated promissory note and the issuance of 856,997 shares of unregistered Company common stock valued at $2,065,000 . For purposes of the acquisition and the acquisition consideration, the shares of common stock issued in the acquisition of Harris were valued at $2.33 per share, which was the average closing share price as reported on the NYSE MKT for the 45 trading days preceding and the 22 trading days following the execution of the Purchase Agreement. For purposes of applying the purchase accounting provisions of ASC 805, Business Combinations , the shares of common stock issued in the acquisition were valued at $2.41 per share, which was the closing sale price of Orion's common stock as reported on the NYSE MKT on the July 1, 2013, date of acquisition. On October 21, 2013, Orion executed a letter agreement amending the Purchase Agreement. The letter agreement established a fixed future consideration of $1,371,000 for the previously existing earn-out component of the Purchase Agreement and eliminated the requirement that certain revenue targets must be achieved. Under the letter agreement, on January 2, 2014, Orion issued $571,000 , or 83,943 shares, of Orion's unregistered common stock. The fixed consideration was determined based upon the existing share calculation at a fair value of $3.80 per common share. On January 2, 2015, Orion would pay $800,000 in cash to settle all outstanding obligations related to the earn-out component of the Purchase Agreement. In December 2014, Orion amended the letter agreement to defer the January 2, 2015 payment of $800,000 in cash until February 13, 2015, to settle all outstanding obligations related to the earn-out component of the Purchase Agreement. The final payment was made on February 12, 2015. Orion incurred $515,000 in acquisition and integration related costs for Harris during the year ended March 31, 2014, which included contingent consideration, legal, accounting and other integration related expenses. The Purchase Agreement contained customary representations and warranties, as well as indemnification obligations, and limitations thereon, by Orion and the Harris Shareholders. Prior to the amendment discussed above, the contingent consideration arrangement required Orion to pay the Harris Shareholders up to $1,000,000 in unregistered shares of Orion's common stock upon Harris' achievement of certain revenue milestones in calendar year 2013 and/or 2014, and, in the case of certain Harris Shareholders who became employees of Orion, their continued employment by Orion. The potential undiscounted amount of all future payments that Orion could have been required to make under the contingent consideration arrangement was between $0 and $1,000,000 . Orion recorded $612,000 for the non-employee Harris Shareholder portion of the contingent consideration liability on the acquisition date. During the years ended March 31, 2015, and March 31, 2014, Orion expensed $147,000 and $334,000 , respectively, in compensation expense as contingent consideration for employee Harris shareholders and during fiscal 2014, recorded $278,000 of additional earn-out expense for non-employee Harris shareholders. On December 31, 2014, Harris was merged with and into Orion. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During fiscal 2016 , 2015 and 2014, Orion purchased goods and services from an entity in the amount of $21,000 , $38,000 , and $20,000 , respectively, for which a director of Orion serves as a minority owner and chairman of the board of directors. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt as of March 31, 2016 and 2015 consisted of the following (dollars in thousands): March 31, 2016 2015 Revolving credit facility $ 3,719 $ 2,500 Harris seller's note 546 1,607 Equipment lease obligations 345 — Customer equipment finance notes payable 90 827 Other long-term debt 67 120 Total long-term debt 4,767 5,054 Less current maturities (746 ) (1,832 ) Long-term debt, less current maturities $ 4,021 $ 3,222 Revolving Credit Agreement On February 6, 2015, Orion entered into a credit and security agreement (Credit Agreement) with Wells Fargo Bank, National Association. The Credit Agreement provides for a revolving credit facility (Credit Facility) that matures on February 6, 2018. Borrowings under the Credit Facility are initially limited to $15,000,000 , subject to a borrowing base requirement based on eligible receivables and inventory. The Credit Facility includes a $2,000,000 sublimit for the issuance of letters of credit. From and after any increase in the Credit Facility limit from $15,000,000 to $20,000,000 , the Credit Agreement will require Orion to maintain, as of the end of each month, a minimum ratio for the trailing twelve-month period of (i) earnings before interest, taxes, depreciation and amortization, subject to certain adjustments, to (ii) the sum of cash interest expense, certain principal payments on indebtedness and certain dividends, distributions and stock redemptions, equal to at least 1.10 to 1.00. The Credit Agreement also contains other customary covenants, including certain restrictions on Orion’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, guarantee obligations of third parties, make loans or advances, declare or pay any dividend or distribution on Orion’s stock, redeem or repurchase shares of Orion’s stock, or pledge or dispose of assets. Each subsidiary of Orion is a joint and several co-borrower or guarantor under the Credit Agreement, and the Credit Agreement is secured by a security interest in substantially all of Orion’s and each subsidiary’s personal property (excluding various assets relating to customer OTAs) and a mortgage on certain real property. Borrowings under the Credit Agreement bear interest at the daily three-month LIBOR plus 3.0% per annum, with a minimum interest charge for each year or portion of a year during the term of the Credit Agreement of $130,000 , regardless of usage. As of March 31, 2016 , the interest rate was 3.63% . Orion must pay an unused line fee of 0.25% per annum of the daily average unused amount of the Credit Facility and a letter of credit fee at the rate of 3.0% per annum on the undrawn amount of letters of credit outstanding from time to time under the Credit Facility. As of March 31, 2016 , Orion had no outstanding letters of credit. Borrowings outstanding as of March 31, 2016 , amounted to approximately $3,719,000 and are included in non-current liabilities in the accompanying Consolidated Balance Sheet. Orion estimates that as of March 31, 2016 , it was eligible to borrow an additional $229,000 under the Credit Facility based upon current levels of eligible inventory and accounts receivable. Orion was in compliance with its covenants in the Credit Agreement as of March 31, 2016 . Harris Seller's Note On July 1, 2013, Orion issued an unsecured and subordinated promissory note in the principal amount of $3,124,000 to partially fund the acquisition of Harris. The note is included in the table above as Harris seller's note. The note bears interest at the rate of 4% per annum. Principal and interest are payable quarterly and the note matures in July 2016. Equipment Lease Obligation In June 2015 and March 2016, Orion entered into two lease agreements with De Lage Landen Financial Services, Inc in the principal amount of $396,000 to fund certain equipment. The leases are secured by the related equipment. The leases bear interest at a rate of 5.94% and 3.6% and mature in June 2020 and February 2018. Both leases contain a one dollar buyout option. Customer Equipment Finance Notes Payable In December 2014, Orion entered into a secured borrowing agreement with De Lage Landen Financial Services, Inc. in the principal amount of $446,000 to fund completed customer contracts under its OTA finance program that were previously funded under the OTA credit agreement with JP Morgan, which was terminated in November 2014. This note is included in the table above as customer equipment finance notes payable. The loan amount is secured by the OTA-related equipment and the expected future monthly payments under the supporting 25 individual OTA customer contracts. The borrowing agreement bears interest at a rate of 8.36% and matures in December 2016. In June 2011, Orion entered into a note agreement with a financial institution that provided Orion with $2,831,000 to fund completed customer contracts under Orion’s OTA finance program. This note is included in the table above as customer equipment finance notes payable. The note is collateralized by the OTA-related equipment and the expected future monthly payments under the supporting 40 individual OTA contracts. The note bears interest at 7.85% and matures in April 2016. The note agreement includes a debt service covenant with respect to the supporting OTA contracts that the aggregate amount of all remaining scheduled payments due with respect to the individual OTA contracts be not less than 1.25 to 1.0 of the remaining principal and interest payments due under the loan. As of March 31, 2016 Orion was in compliance with the debt service covenant. Other Long-Term Debt In September 2010, Orion entered into a note agreement with the Wisconsin Department of Commerce that provided Orion with $260,000 to fund Orion’s rooftop solar project at its Manitowoc manufacturing facility. This note is included in the table above as other long-term debt. The note is collateralized by the related solar equipment. The note allowed for two years without interest accruing or principal payments due. Beginning in July 2012, the note bears interest at 2% and require monthly payments of $4,600 . The note matures in June 2017. The note agreement requires Orion to maintain a certain number of jobs at its Manitowoc facilities during the note’s duration. Orion was in compliance with all covenants in the note agreement as of March 31, 2016 . Aggregate Maturities As of March 31, 2016 , aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2017 $ 746 Fiscal 2018 3,826 Fiscal 2019 83 Fiscal 2020 83 Fiscal 2021 29 Thereafter — $ 4,767 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The total provision (benefit) for income taxes consists of the following for the fiscal years ending (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Current $ 36 $ 49 $ 19 Deferred — — (2,077 ) $ 36 $ 49 $ (2,058 ) 2016 2015 2014 Federal $ 15 $ — $ (1,830 ) State 21 49 (228 ) $ 36 $ 49 $ (2,058 ) A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2016 2015 2014 Statutory federal tax rate 34.0 % 34.0 % 34.0 % State taxes, net 2.8 % 3.6 % 2.8 % Federal tax credit — % 0.2 % 0.9 % State tax credit — % 0.1 % 0.4 % Change in valuation reserve (29.1 )% (37.0 )% (10.2 )% Permanent items (7.5 )% (0.1 )% (2.9 )% Change in tax contingency reserve (0.1 )% — % (0.3 )% Other, net (0.3 )% (1.0 )% 0.2 % Effective income tax rate (0.2 )% (0.2 )% 24.9 % The net deferred tax assets and liabilities reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2016 2015 Inventory, accruals and reserves $ 3,686 $ 5,297 Other 187 159 Deferred revenue 73 91 Valuation allowance (3,946 ) (5,547 ) Total net current deferred tax assets and liabilities $ — $ — Federal and state operating loss carryforwards 19,727 13,154 Tax credit carryforwards 1,475 1,475 Non-qualified stock options 3,125 2,914 Deferred revenue (31 ) 7 Fixed assets (1,493 ) (1,698 ) Intangible assets (1,297 ) (1,687 ) Valuation allowance (21,506 ) (14,165 ) Total net long-term deferred tax assets and liabilities $ — $ — Total net deferred tax assets $ — $ — Orion is eligible for tax benefits associated with the excess of the tax deduction available for exercises of non-qualified stock options, or NQSOs, over the amount recorded at grant. The amount of the benefit is based upon the ultimate deduction reflected in the applicable income tax return. Benefits of $0 , $0 and $13,000 were recorded in fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively, as a reduction in taxes payable and a credit to additional paid in capital based on the amount that was utilized in the current year. As of March 31, 2016 , Orion has federal net operating loss carryforwards of approximately $55,807,000 , of which $3,586,000 are associated with the exercise of NQSOs that have not yet been recognized by Orion in its financial statements. Orion also has state net operating loss carryforwards of approximately $42,181,000 , of which $3,941,000 are associated with the exercise of NQSOs. Orion also has federal tax credit carryforwards of approximately $1,475,000 and state tax credits of $769,000 . Orion's net operating loss and tax credit carryforwards will begin to expire in varying amounts between 2020 and 2036. For the fiscal year ended March 31, 2016 , Orion has recorded a valuation allowance of $25,452,000 , equaling the net deferred tax asset due to the uncertainty of its realization value in the future. For the fiscal years ended March 31, 2016 and March 31, 2015, the valuation allowance against Orion's net federal and net state deferred tax assets increased $5,740,000 and $11,802,000 , respectively. 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 deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made. Generally, a change of more than 50% in the ownership of Orion's stock, by value, over a three year period constitutes an ownership change for federal income tax purposes as defined under Section 382 of the Internal Revenue Code. As a result, Orion's ability to use its net operating loss carryforwards, attributable to the period prior to such ownership change, to offset taxable income can be subject to limitations in a particular year, which could potentially result in increased future tax liability for Orion. Orion does not believe an ownership change affects the use of the full amount of the net operating loss carryforwards. There was no limitation that occurred for fiscal 2016 , fiscal 2015 , or fiscal 2014 . Orion records its tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where Orion believes that a tax position is supportable for income tax purposes, the item is included in their income tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be affected by changing interpretations of laws, rulings by tax authorities, or the expiration of the statute of limitations. As of December 31, 2011, an examination of Orion’s U.S. federal income tax returns for tax years 2009 to 2011 was complete. The resolution of this examination did not have a material effect on its business, financial condition, results of operations or liquidity. State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. Orion currently has no state income tax return positions in the process of examination, administrative appeals or litigation. Orion is currently negotiating a settlement with the Wisconsin Department of Revenue with respect to an assessment regarding the proper classification of our products for tax purposes under Wisconsin law. The issue under review is whether the installation of our lighting systems is considered a real property construction activity under Wisconsin law. We currently expect to resolve this matter with the Wisconsin Department of Revenue in fiscal 2017 for the amount that we have accrued. Uncertain tax positions As of March 31, 2016 , the balance of gross unrecognized tax benefits was approximately $227,000 , 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 liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are included in the unrecognized tax benefits. Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Unrecognized tax benefits as of beginning of fiscal year $ 212 $ 210 $ 188 Additions based on tax positions related to the current period positions 15 2 22 Unrecognized tax benefits as of end of fiscal year $ 227 $ 212 $ 210 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases Orion leases office space and equipment under operating leases expiring at various dates through 2020. Rent expense under operating leases was $502,000 , $398,000 and $1,238,000 for fiscal 2016 , 2015 and 2014 , respectively. Total annual commitments under non-cancelable operating leases with terms in excess of one year at March 31, 2016 are as follows (dollars in thousand): Fiscal 2017 $ 512 Fiscal 2018 611 Fiscal 2019 426 Fiscal 2020 98 Thereafter — $ 1,647 On March 1, 2016, Orion entered into a lease agreement as a lessor for excess office space at its corporate headquarters in Manitowoc, WI. The initial term of the lease is 24 months and the tenant has the option to extend the term for up to three additional twelve months periods. The monthly rental payment Orion receives is $21,000 and is included in General and administrative expenses. Purchase Commitments Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand and capital expenditures. As of March 31, 2016 , Orion had entered into $2,189,000 of purchase commitments related to fiscal 2017 for inventory purchases. Retirement Savings Plan Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2016 , 2015 and 2014 , Orion made matching contributions of approximately $10,000 , $23,000 and $26,000 , respectively. Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion is unable to currently assess whether the final resolution of any of such claims or legal proceedings may have a material adverse effect on Orion. In addition to ordinary-course litigation, Orion is a party to the proceedings described below. On March 27, 2014, Orion was named as a defendant in a civil lawsuit filed by Neal R. Verfuerth, Orion's former chief executive officer who was terminated for cause in November 2012, in the United States District Court for the Eastern District of Wisconsin (Green Bay Division). The plaintiff alleges, among other things, that Orion breached certain agreements entered into with the plaintiff, including the plaintiff’s employment agreement, and violated certain laws. The complaint seeks, among other relief, unspecified pecuniary and compensatory damages, fees and such other relief as the court may deem just and proper. On November 4, 2014, the court granted Orion's motion to dismiss six of the plaintiff's claims. On January 9, 2015, the plaintiff filed an amended complaint re-alleging claims that were dismissed by the court, including, among other things, a retaliation claim and certain claims with respect to prior management agreements and certain intellectual property rights. On January 22, 2015, Orion filed a motion to dismiss and a motion to strike certain of the claims made in the amended complaint. On May 18, 2015, the court dismissed the intellectual property claims re-alleged in the January 9, 2015 amended complaint. At the court's direction, the parties attempted to mediate the matter in May 2016, but were unsuccessful in resolving the matter. Orion intends to continue to defend against the claims vigorously. Orion believes that it has substantial legal and factual defenses to the claims and allegations remaining in the case and that Orion will prevail in this proceeding. Based upon the current status of the lawsuit, Orion does not believe that it is reasonably possible that the lawsuit will have a material adverse impact on its future continuing results of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Common Stock Transactions On February 20, 2015, Orion completed an underwritten public offering of 5,462,500 shares of its common stock, at an offering price to public of $3.50 per share. Net proceeds of the offering approximated $17,465,000 . Share Repurchase Program and Treasury Stock In October 2011, Orion’s Board of Directors approved a share repurchase program authorizing Orion to repurchase in aggregate up to a maximum of $1,000,000 of Orion’s outstanding common stock. In November 2011, Orion’s Board of Directors approved an increase to the share repurchase program authorizing Orion to repurchase in aggregate up to a maximum of $2,500,000 of Orion’s outstanding common stock. In April 2012, Orion's Board approved another increase to the share repurchase program authorizing Orion to repurchase in aggregate up to a maximum of $7,500,000 of Orion's outstanding common stock. As of March 31, 2016 , Orion had repurchased 3,022,349 shares of common stock at a cost of $6,791,000 under the program. Orion did not repurchase any shares in fiscal 2016, fiscal 2015 or fiscal 2014 and does not intend to repurchase any additional common stock under this program in the near-term. Shareholder Rights Plan On January 7, 2009, Orion’s Board of Directors adopted a shareholder rights plan and declared a dividend distribution of one common share purchase right (Right) for each outstanding share of Orion’s common stock. The issuance date for the distribution of the Rights was February 15, 2009 to shareholders of record on February 1, 2009. Each Right entitles the registered holder to purchase from Orion one share of Orion’s common stock at a price of $30.00 per share, subject to adjustment (Purchase Price). The Rights will not be exercisable (and will be transferable only with Orion’s common stock) until a “Distribution Date” occurs (or the Rights are earlier redeemed or expire). A Distribution Date generally will occur on the earlier of a public announcement that a person or group of affiliated or associated persons (Acquiring Person) has acquired beneficial ownership of 20% or more of Orion’s outstanding common stock (Shares Acquisition Date) or 10 business days after the commencement of, or the announcement of an intention to make, a tender offer or exchange offer that would result in any such person or group of persons acquiring such beneficial ownership. If a person becomes an Acquiring Person, holders of Rights (except as otherwise provided in the shareholder rights plan) will have the right to receive that number of shares of Orion’s common stock having a market value of two times the then-current Purchase Price, and all Rights beneficially owned by an Acquiring Person, or by certain related parties or transferees, will be null and void. If, after a Shares Acquisition Date, Orion is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right (except as otherwise provided in the shareholder rights plan) will thereafter have the right to receive that number of shares of the acquiring company’s common stock which at the time of such transaction will have a market value of two times the then-current Purchase Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of Orion. At any time prior to a person becoming an Acquiring Person, the Board of Directors of Orion may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Unless they are extended or earlier redeemed or exchanged, the Rights will expire on January 7, 2019. Employee Stock Purchase Plan In August 2010, Orion’s board of directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $20,000 of Orion’s common stock at a purchase price equal to 100% of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter. The ESPP allows for employee loans from Orion, except for Section 16 officers, limited to 20% of an individual’s annual income and no more than $250,000 outstanding at any one time. Interest on the loans is charged at the 10 -year loan IRS rate and is payable at the end of each calendar year or upon loan maturity. The loans are secured by a pledge of any and all Orion’s shares purchased by the participant under the ESPP and Orion has full recourse against the employee, including offset against compensation payable. As of March 31, 2013, Orion had halted the loan program. Orion had the following shares issued from treasury during fiscal 2016 and fiscal 2015 : As of March 31, 2016 Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Quarter Ended March 31, 2016 1,435 $1.39 — $ — $ — Quarter Ended December 31, 2015 1,170 $2.17 — — — Quarter Ended September 30, 2015 779 $1.80 — — — Quarter Ended June 30, 2015 541 $2.51 — — — Total 3,925 $1.39 - 2.51 — $ — $ — As of March 31, 2015 Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Quarter Ended March 31, 2015 492 $3.14 — $ — $ 35,400 Quarter Ended December 31, 2014 289 $5.50 — — — Quarter Ended September 30, 2014 322 $5.35 — — 1,000 Quarter Ended June 30, 2014 383 $4.07 — — 9,600 Total 1,486 $3.14 - 5.50 — $ — $ 46,000 Loans issued to employees are reflected on Orion’s balance sheet as a contra-equity account. |
Stock Options, Restricted Share
Stock Options, Restricted Shares and Warrants | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, RESTRICTED SHARES AND WARRANTS | STOCK OPTIONS, RESTRICTED SHARES AND WARRANTS Orion has historically granted stock options and restricted stock under its 2003 Stock Option and 2004 Stock and Incentive Awards Plans (Plans). Under the terms of the Plans, Orion has reserved 13,500,000 shares for issuance to key employees, consultants and directors. The options generally vest and become exercisable ratably between one month and five years although longer and shorter vesting periods have been used in certain circumstances. Exercisability of the options granted to employees are generally contingent on the employees’ continued employment and non-vested options are subject to forfeiture if employment terminates for any reason. Options under the Plans are granted as non-qualified stock options (NQSO) and have a maximum life of 10 years. Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The Plans also provide to certain employees accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. In May 2013, the Compensation Committee of the Board of Directors changed Orion's long-term equity incentive grant policy so that only restricted shares are issued to all employees under the Plans instead of stock options. The restricted shares are settled in Company stock when the restriction period ends. Compensation cost for restricted shares granted to employees is recognized ratably over the vesting term, which is typically between three to five years, although on occasion, the vesting term may be one year or less. Settlement of the shares is contingent on the employees’ continued employment and non-vested shares are subject to forfeiture if employment terminates for any reason. In fiscal 2016 , an aggregate of 795,805 restricted shares were granted valued at a price per share between $1.34 and $2.62 , which was the closing market price as of each grant date. In fiscal 2015 , an aggregate of 410,496 restricted shares were granted valued at a price per share between $4.16 and $7.23 , which was the closing market price as of each grant date. In fiscal 2014, an aggregate of 526,663 restricted shares were granted valued at a price per share between $2.41 and $6.97 , which was the closing market price as of each grant date. In fiscal 2016 , Orion granted 35,290 shares from the 2004 Stock and Incentive Awards Plan to certain non-employee directors who elected to receive stock awards in lieu of cash compensation. The shares were valued ranging from $1.20 to $2.62 per share, the closing market price as of the issuance dates. Additionally, during fiscal 2016, Orion issued 2,500 shares to a consultant as part of a consulting compensation agreement. The shares were valued at $2.00 per share, the closing market price as of the issuance date. In fiscal 2015 , Orion granted 27,931 shares from the 2004 Stock and Incentive Awards Plan to certain non-employee directors who elected to receive stock awards in lieu of cash compensation. The shares were valued ranging from $4.20 to $5.23 per share, the closing market price as of the issuance dates. In fiscal 2014 , Orion granted 33,641 shares from the 2004 Stock and Incentive Awards Plan to certain non-employee directors who elected to receive stock awards in lieu of cash compensation. The shares were valued ranging from $2.41 to $5.73 per share, the closing market price as of the issuance dates. In fiscal 2014, Orion recorded $200,000 of stock-based compensation related to the deferred consideration for employee Harris Shareholders resulting from the Harris acquisition. The following amounts of stock-based compensation were recorded (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Cost of product revenue $ 36 $ 50 $ 70 General and administrative 1,148 1,056 1,025 Sales and marketing 235 360 485 Research and development 43 33 13 $ 1,462 $ 1,499 $ 1,593 The number of shares available for grant under the plans were as follows: Available at March 31, 2013 1,632,778 Granted stock options (305,544 ) Granted shares (33,641 ) Restricted Shares (526,663 ) Forfeited restricted shares 69,375 Forfeited stock options 455,691 Available at March 31, 2014 1,291,996 Granted stock options — Granted shares (27,931 ) Restricted Shares (410,496 ) Forfeited restricted shares 74,957 Forfeited stock options 150,074 Available at March 31, 2015 1,078,600 Granted stock options — Granted shares (64,960 ) Restricted shares (795,805 ) Forfeited restricted shares 206,471 Forfeited stock options 363,380 Available at March 31, 2016 787,686 The following table summarizes information with respect to outstanding stock options: Number of Weighted Weighted Aggregate Intrinsic Outstanding at March 31, 2013 3,312,523 $ 3.42 1.23 Granted 305,544 $ 1.98 Exercised (446,059 ) $ 2.25 Forfeited (455,691 ) $ 3.26 Outstanding at March 31, 2014 2,716,317 $ 3.43 1.32 Granted — $ — Exercised (139,407 ) $ 2.46 Forfeited (150,074 ) $ 3.13 Outstanding at March 31, 2015 2,426,836 $ 3.50 — Granted — $ — Exercised (46,410 ) $ 2.09 Forfeited (363,380 ) $ 4.68 Outstanding at March 31, 2016 2,017,046 $ 3.32 — $ — Exercisable at March 31, 2016 1,811,146 $ — The aggregate intrinsic value represents the total pre-tax intrinsic value, which is calculated as the difference between the exercise price of the underlying stock options and the fair value of Orion’s closing common stock price of $1.39 as of March 31, 2016 . The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2016 : March 31, 2016 Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Vested Weighted Average Exercise Price $1.62 - 2.20 684,476 4.93 $1.98 558,776 $1.98 $2.41 - 2.75 373,144 6.24 2.45 360,744 2.44 $2.86 - 4.28 719,971 4.07 3.41 652,171 3.44 $4.49 - 4.76 25,400 2.40 4.64 25,400 4.64 $5.35 - 5.44 77,204 3.03 5.39 77,204 5.39 $9.00 27,000 1.87 9.00 27,000 9.00 $10.14 - 11.61 109,851 1.66 10.87 109,851 10.87 2,017,046 4.54 $3.32 1,811,146 $3.43 During fiscal 2016 , Orion granted restricted shares as follows (which are included in the above stock plan activity tables): Balance at March 31, 2015 704,688 Shares issued 795,805 Shares vested (240,633 ) Shares forfeited (206,471 ) Shares outstanding at March 31, 2016 1,053,389 Per share price on grant date $1.34-2.62 Compensation expense $ 1,306,191 As of March 31, 2016 , the weighted average grant-date fair value of restricted shares granted was $2.06 . Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2016 is as follows (dollars in thousands): Fiscal 2017 $ 1,113 Fiscal 2018 771 Fiscal 2019 274 Fiscal 2020 72 Fiscal 2021 12 Thereafter — $ 2,242 Remaining weighted average expected term 2.6 years Orion previously issued warrants in connection with various stock offerings and services rendered. The warrants granted the holder the option to purchase common stock at specified prices for a specified period of time. No warrants were issued in fiscal 2016 , 2015 or 2014 . During fiscal 2015, all warrants outstanding for a total of 38,980 shares were exercised at $2.25 per share, and as a result, none remain outstanding. A summary of warrant activity is as follows: Number of Weighted Outstanding at March 31, 2013 38,980 $ 2.25 Issued — — Exercised — $ — Cancelled — $ — Outstanding at March 31, 2014 38,980 $ 2.25 Issued — — Exercised (38,980 ) 2.25 Cancelled — — Outstanding at March 31, 2015 and March 31,2016 — $ — |
Segment Data
Segment Data | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA Beginning in fiscal 2015, Orion reorganized its business into the following business segments: Orion U.S. Markets Division ("USM"), Orion Engineered Services Division ("OES") and Orion Distribution Services Division ("ODS"). The accounting policies are the same for each business segment as they are on a consolidated basis. The descriptions of Orion’s segments and their summary financial information are presented below. Orion U.S. Markets Division ("USM") The USM segment sells commercial lighting systems and energy management systems to the wholesale contractor markets. USM customers include domestic energy service companies, or ESCOs, and electrical contractors. Orion Engineered Systems Division ("OES") The OES segment develops and sells lighting products and provides construction and engineering services for Orion's commercial LED and High Intensity Fluorescent ("HIF") lighting and energy management systems. OES provides turnkey solutions for large national accounts, governments, municipalities and schools. Orion Distribution Services Division ("ODS") The ODS segment focuses on selling lighting products through manufacturer representative agencies and a network of broadline North American distributors. Corporate and Other Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results, which primarily include intercompany eliminations. Revenues Operating (Loss) Profit (dollars in thousands) For the year ended March 31, For the year ended March 31, 2016 2015 2014 2016 2015 2014 Segments: U.S. Markets $ 38,841 $ 37,778 $ 38,766 $ (4,958 ) $ (12,542 ) $ (1,012 ) Engineered Systems 26,325 33,454 49,857 (6,982 ) (12,431 ) 1,260 Distribution Services 2,476 978 — (632 ) (455 ) — Corporate and Other — — — (7,349 ) (6,508 ) (8,591 ) $ 67,642 $ 72,210 $ 88,623 $ (19,921 ) $ (31,936 ) $ (8,343 ) Depreciation and Amortization Capital Expenditures For the year ended March 31, For the year ended March 31, 2016 2015 2014 2016 2015 2014 Segments: U.S. Markets $ 1,168 $ 1,711 $ 2,667 $ 72 $ 626 $ 276 Engineered Systems 1,987 1,404 302 43 495 — Distribution Services 71 32 — 10 40 — Corporate and Other 939 1,036 1,569 276 845 134 $ 4,165 $ 4,183 $ 4,538 $ 401 $ 2,006 $ 410 Total Assets Deferred Revenue March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Segments: U.S. Markets $ 18,503 $ 27,769 $ 167 $ 157 Engineered Systems 21,885 27,435 1,098 1,361 Distribution Services 1,386 261 — — Corporate and Other 29,101 32,340 — — $ 70,875 $ 87,805 $ 1,265 $ 1,518 Orion’s revenue outside the United States is insignificant and Orion has no long-lived assets outside the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has reviewed events occurring through the date the financial statements were issued and noted no subsequent event requiring accrual or additional disclosure. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) Summary quarterly results for the years ended March 31, 2016 and March 31, 2015 are as follows: Three Months Ended Mar 31, 2016 Dec 31, 2015 Sep 30, 2015 Jun 30, 2015 Total (in thousands, except per share amounts) Total revenue $ 18,576 $ 16,751 $ 15,728 $ 16,587 $ 67,642 Gross profit $ 4,618 $ 4,708 $ 2,913 $ 3,758 $ 15,997 Net income (loss) $ (10,870 ) $ (2,004 ) $ (3,600 ) $ (3,652 ) $ (20,126 ) Basic net income per share $ (0.39 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) $ (0.73 ) Shares used in basic per share calculation 27,759 27,672 27,598 27,482 27,628 Diluted net income per share $ (0.39 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) $ (0.73 ) Shares used in diluted per share calculation 27,759 27,672 27,598 27,482 27,628 Three Months Ended Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 Total (in thousands, except per share amounts) Total revenue $ 19,366 $ 26,138 $ 13,393 $ 13,313 $ 72,210 Gross profit $ 2,982 $ 3,824 $ (10,555 ) $ 2,612 $ (1,137 ) Net income (loss) $ (4,693 ) $ (4,663 ) $ (18,346 ) $ (4,359 ) $ (32,061 ) Basic net income per share $ (0.19 ) $ (0.21 ) $ (0.84 ) $ (0.20 ) $ (1.43 ) Shares used in basic per share calculation 24,071 21,883 21,820 21,669 22,353 Diluted net income per share $ (0.19 ) $ (0.21 ) $ (0.84 ) $ (0.20 ) $ (1.43 ) Shares used in diluted per share calculation 24,071 21,883 21,820 21,669 22,353 The four quarters for net earnings per share may not add to the total year because of differences in the weighted average number of shares outstanding during the quarters and the year. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications | Reclassifications Where appropriate, certain reclassifications were made to prior years' financial statements to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence and bad debt reserves, accruals for warranty expenses and loss contingencies, income taxes and certain equity transactions. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Orion’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, or in the case of long-term debt and revolving credit facility, because of the interest rates currently available to Orion for similar obligations. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date. |
Accounts Receivable | Accounts Receivable Orion’s accounts receivable are due from companies in the commercial, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30 - 60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. |
Financing Receivables and Allowance for Credit Losses on Financing Receivables | Allowance for Credit Losses on Financing Receivables Orion’s allowance for credit losses is based on management’s assessment of the collectability of customer accounts. A considerable amount of judgment is required in order to make this assessment including a detailed analysis of the aging of the lease receivables and the current credit worthiness of Orion's customers and an analysis of historical bad debts and other adjustments. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, the estimate of the recoverability of amounts due could be adversely affected. Orion reviews in detail the allowance for doubtful accounts on a quarterly basis and adjusts the allowance estimate to reflect actual portfolio performance and any changes in future portfolio performance expectations. Financing Receivables Orion considers its lease balances included in consolidated current and long-term accounts receivable from its Orion Throughput Agreement, or OTA, sales-type leases to be financing receivables. |
Long-Term Receivables | Long-Term Receivables Orion records a long-term receivable for the non-current portion of its sales-type capital lease OTA contracts. The receivable is recorded at the net present value of the future cash flows from scheduled customer payments. Orion uses the implied cost of capital from each individual contract as the discount rate. |
Inventories | Inventories Inventories consist of raw materials and components, such as ballasts, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or market value with cost determined using the first-in, first-out (FIFO) method. Orion reduces the carrying value of its inventories for differences between the cost and estimated net realizable value, taking into consideration usage in the preceding 9 to 24 months, expected demand, and other information indicating obsolescence. Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value. |
Deferred Contract Costs | Deferred Contract Costs Deferred contract costs consist primarily of the costs of products delivered, and services performed, that are subject to additional performance obligations or customer acceptance. These deferred contract costs are expensed at the time the related revenue is recognized. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid insurance premiums, prepaid license fees, purchase deposits, advance payments to contractors, unbilled revenue, prepaid taxes and miscellaneous receivables. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are expensed as incurred. Properties sold, or otherwise disposed of, are removed from the property accounts, with gains or losses on disposal credited or charged to income from operations. Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment , if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets’ carrying amount to determine if a write down to market value is required. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill and intangible assets with indefinite lives are reviewed for impairment annually, as of January 1, or more frequently if impairment indicators arise. Orion has allocated goodwill to its reporting units which are also two of Orion’s reporting segments: $2,371,000 to the U.S. Markets (USM) and $2,038,000 to Engineered Systems (OES) as of March 31, 2015. Orion's annual goodwill impairment test was performed as of January 1, 2016. In accordance with ASC 350, Intangibles - Goodwill and Other, Step 1 of the impairment test compares the fair value of the reporting unit with its carrying value. Orion determined the fair value of each reporting unit using a discounted cash flow method and the guideline public entity method. After completing a Step 1 evaluation, the estimated fair value of both reporting units was determined to be lower than their carrying values. As such, each unit failed Step 1 of the goodwill impairment test. Step 2 of the goodwill impairment test requires Orion to perform a hypothetical purchase price allocation for each reporting unit to determine the implied fair value of goodwill and compare the implied fair value of goodwill to the carrying amount of goodwill. The estimate of fair value is complex and requires significant judgment. A third-party valuation firm was engaged to assist in the Step 2 valuation process. The fair value determination was categorized as Level 3 in the fair value hierarchy (see “ Fair Value of Financial Instruments” for the definition of Level 3 inputs). Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life estimated by us, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required. |
Other Long Term Assets | Deferred financing costs related to debt issuances are allocated to interest expense over the life of the debt ( 1 to 3 years ). |
Accrued Expenses and Other | Orion generally offers a limited warranty of one year on its lighting products in addition to those standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps and ballasts, which are significant components in Orion’s lighting products. |
Incentive Compensation | Incentive Compensation Orion’s compensation committee approved an Executive Fiscal Year 2016 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2016 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2016 of at least (i) $110,000 of profit before taxes and (ii) revenue growth of 10% more than fiscal year 2015. Based upon the results for the year ended March 31, 2016, Orion did not accrue any expense related to this plan. Orion’s compensation committee approved an Executive Fiscal Year 2015 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2015 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2015 of at least (i) $2,300,000 of profit before taxes and (ii) revenue of at least $90,400,000 . Based upon the results for the year ended March 31, 2015, Orion did not accrue any expense related to this plan. Orion’s compensation committee approved an Executive Fiscal Year 2014 Annual Cash Incentive Program under its 2004 Stock and Incentive Awards Plan. The plan provided for performance cash bonus payments ranging from 35-100% of the fiscal 2014 base salaries of Orion’s named executive officers and other key employees. The plan provided for bonuses to be paid out on the basis of the achievement in fiscal 2014 of at least (i) $2,000 ,000 of profit before taxes and (ii) revenue of at least $88,000 ,000. Based upon the results for the year ended March 31, 2014, Orion did not accrue any expense related to this plan. |
Revenue Recognition | Revenue Recognition Revenue is recognized on the sales of our lighting and related energy-efficiency systems and products when the following four criteria are met: 1. persuasive evidence of an arrangement exists; 2. delivery has occurred and title has passed to the customer; 3. the sales price is fixed and determinable and no further obligation exists; and 4. collectability is reasonably assured. These four criteria are met for Orion’s product-only revenue upon delivery of the product and title passing to the customer. At that time, Orion provides for estimated costs that may be incurred for product warranties and sales returns. Revenues are presented net of sales tax and other sales related taxes. For sales of Orion’s lighting and energy management technologies, consisting of multiple element arrangements, such as a combination of product sales and services, Orion determines revenue by allocating the total contract revenue to each element based on their relative selling prices in accordance with ASC 605-25, Revenue Recognition - Multiple Element Arrangements . In such circumstances, Orion uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (1) vendor-specific objective evidence (VSOE) of fair value, if available, (2) third-party evidence (TPE) of selling price if VSOE is not available, and (3) best estimate of the selling price if neither VSOE nor TPE is available (a description as to how Orion determined estimated selling price is provided below). The nature of Orion’s multiple element arrangements for the sale of its lighting and energy management technologies is similar to a construction project, with materials being delivered and contracting and project management activities occurring according to an installation schedule. The significant deliverables include the shipment of products and related transfer of title and the installation. To determine the selling price in multiple-element arrangements, Orion establishes the selling price for its HIF lighting and energy management system products using management's best estimate of the selling price, as VSOE or TPE does not exist. Product revenue is recognized when products are shipped. For product revenue, management's best estimate of selling price is determined using a cost plus gross profit margin method. In addition, Orion records in service revenue the selling price for its installation and recycling services using management’s best estimate of selling price, as VSOE or TPE does not exist. Service revenue is recognized when services are completed and customer acceptance has been received. Recycling services provided in connection with installation entail the disposal of the customer’s legacy lighting fixtures. Orion’s service revenues, other than for installation and recycling that are completed prior to delivery of the product, are included in product revenue using management’s best estimate of selling price, as VSOE or TPE does not exist. These services include comprehensive site assessment, site field verification, utility incentive and government subsidy management, engineering design, and project management. For these services, along with Orion's installation and recycling services, under a multiple-element arrangement, management’s best estimate of selling price is determined by considering several external and internal factors including, but not limited to, economic conditions and trends, customer demand, pricing practices, margin objectives, competition, geographies in which Orion offers its products and services and internal costs. The determination of estimated selling price is made through consultation with and approval by management, taking into account all of the preceding factors. For sales of solar photovoltaic systems, which are governed by customer contracts that require Orion to deliver functioning solar power systems and are generally completed within three to 15 months from the start of construction, Orion recognizes revenue from fixed price construction contracts using the percentage-of-completion method in accordance with ASC 605-35, Construction-Type and Production-Type Contracts . Under this method, revenue arising from fixed price construction contracts is recognized as work is performed based upon the percentage of incurred costs to estimated total forecasted costs. Orion has determined that the appropriate method of measuring progress on these sales is measured by the percentage of costs incurred to date of the total estimated costs for each contract as materials are installed. The percentage-of-completion method requires revenue recognition from the delivery of products to be deferred and the cost of such products to be capitalized as a deferred cost and current asset on the balance sheet. Orion performs periodic evaluations of the progress of the installation of the solar photovoltaic systems using actual costs incurred over total estimated costs to complete a project. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion offers a financing program, called a power purchase agreement, or PPA, for Orion’s renewable energy product offerings. A PPA is a supply side agreement for the generation of electricity and subsequent sale to the end user. Upon the customer’s acknowledgment that the system is operating as specified, product revenue is recognized on a monthly basis over the life of the PPA contract, which is typically in excess of 10 years. Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and a separate obligation to provide maintenance on OTAs and is classified as a liability on the Consolidated Balance Sheet. The fair value of the maintenance is readily determinable based upon pricing from third-party vendors. Deferred revenue related to maintenance services is recognized when the services are delivered, which occurs in excess of a year after the original OTA contract is executed. |
Shipping and Handling Costs | Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. |
Advertising | Advertising Advertising costs of $4,000 , $149,000 and $28,000 for fiscal 2016 , 2015 and 2014 , respectively, were charged to operations as incurred. |
Research and Development | Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations and Comprehensive Income on the line item Research and development. |
Income Taxes | Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2016 , Orion recorded a valuation allowance of $5,740,000 against its deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. Deferred tax benefits have not been recognized for income tax effects resulting from the exercise of non-qualified stock options. These benefits will be recognized in the period in which the benefits are realized as a reduction in taxes payable and an increase in additional paid-in capital. |
Stock Based Compensation | Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. Cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation costs (excess tax benefits) are classified as financing cash flows. For the years ended March 31, 2016 , 2015 and 2014 , $0 , $0 and $13,000 , respectively, of such excess tax benefits were classified as financing cash flows. Orion uses the Black-Scholes option-pricing model. Orion calculates volatility based upon the historical market price of its common stock. The risk-free interest rate is the rate available as of the option date on zero-coupon U.S. Government issues with a remaining term equal to the expected term of the option. The expected term is based upon the vesting term of Orion’s options and expected exercise behavior. Orion has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future. Orion estimates its forfeiture rate of unvested stock awards based on historical experience. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, net of estimated forfeitures. As more fully described in Note 9, Orion awards non-vested restricted stock to employees, executive officers and directors. Orion did not issue any stock options during fiscal 2016 or 2015. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net income (loss) per common share reflects the dilution that would occur if warrants and stock options were exercised and restricted shares vested. In the computation of diluted net income (loss) per common share, Orion uses the “treasury stock” method for outstanding options, warrants and restricted shares. Diluted net loss per common share is the same as basic net loss per common share for the years ended March 31, 2016 , March 31, 2015 and March 31,2014 because the effects of potentially dilutive securities are anti-dilutive. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is deposited with three financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant risk on these balances. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting," which changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. The ASU is effective for Orion in the first quarter of Orion's fiscal 2018. Management is currently assessing the impact of adoption on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Subtopic 842)." This ASU requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and disclose additional quantitative and qualitative information about leasing arrangements. This ASU also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. This guidance will be effective for the Company on April 1, 2019. Management is currently assessing the impact of adoption on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” to simplify the presentation of deferred taxes. The amendments in this update require that deferred tax assets and liabilities be classified as non-current on the balance sheet. This ASU is effective for Orion's annual reporting period, and interim periods therein, beginning on April 1, 2017 with earlier adoption permitted. The guidance may be adopted either prospectively or retrospectively. Management is currently assessing the impact of this standard on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value for entities that measure inventory using first-in, first-out (FIFO) or average cost. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Orion is currently assessing the impact of this standard on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a reduction of the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. In August 2015, the FASB issued ASU 2015-15 “Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update).” This ASU indicates that the guidance in ASU 2015-03, discussed above, does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASU’s were effective for Orion on April 1, 2016. As the Company’s only deferred debt issuance costs relate to its revolving line of credit, upon adoption of these standards a reclassification of the deferred financing costs was not required and there was no impact on the Company’s financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements - Going Concern" ("ASU 2014-15"). ASU 2014-15 requires an entity's management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern and if those conditions exist, the required disclosures. The standard is effective for annual periods ending after December 15, 2016, and interim periods therein. Orion does not expect adoption of this standard will have a significant impact on its consolidated financial statements. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard was effective for Orion on April 1, 2016. There was no impact on Orion's consolidated financial statements upon adoption. In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers." This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In April 2016, FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." This ASU is a clarification for identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. In March 2016, FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606) Principle Versus Agent Considerations (Reporting Revenue Gross Versus Net)." This ASU is intended to improve the guidance on principle versus agent considerations by amending certain illustrative examples to assist in the application of the guidance. In May 2016, FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients." This ASU is a clarification of the collectability criterion and when to recognize revenue. These ASU’s are effective for Orion beginning on April 1, 2018 (as amended by ASU 2015-14) and early adoption is not permitted. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and management is currently evaluating which transition approach to use. Orion is currently evaluating the impact of ASU 2014-09 and ASU 2015-14. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounts receivable and allowance for doubtful accounts balances | As of March 31, Orion’s accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands): 2016 2015 Accounts receivable, gross $ 11,394 $ 18,721 Allowance for doubtful accounts (505 ) (458 ) Accounts receivable, net $ 10,889 $ 18,263 |
Credit quality of the company's financing receivables using aging analysis | Additional disclosures on the credit quality of Orion’s financing receivables are as follows: Age Analysis as of March 31, 2016 (dollars in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 294 $ 4 $ 10 $ 14 $ 308 Lease balances included in consolidated accounts receivable—long-term 101 — — — 101 Total gross sales-type leases 395 4 10 14 409 Allowance — — (9 ) (9 ) (9 ) Total net sales-type leases $ 395 $ 4 $ 1 $ 5 $ 400 Age Analysis as of March 31, 2015 (dollars in thousands): Not Past Due 1-90 days Greater than 90 Total past due Total sales-type Lease balances included in consolidated accounts receivable—current $ 1,346 $ 47 $ 186 $ 233 $ 1,579 Lease balances included in consolidated accounts receivable—long-term 398 — — — 398 Total gross sales-type leases 1,744 47 186 233 1,977 Allowance (12 ) (3 ) (141 ) (144 ) (156 ) Total net sales-type leases $ 1,732 $ 44 $ 45 $ 89 $ 1,821 |
Provisions for write-offs and credit losses against OTA sales-type lease receivable balances | Orion’s provision for write-offs and credit losses against the OTA sales-type lease receivable balances in fiscal 2016 , fiscal 2015 and fiscal 2014, respectively, was as follows (dollars in thousands): Balance at Provisions Write offs Balance at March 31, (in Thousands) 2016 Allowance for Doubtful Accounts on financing receivables $ 156 $ 30 $ 177 $ 9 2015 Allowance for Doubtful Accounts on financing receivables $ 94 $ 62 $ — $ 156 2014 Allowance for Doubtful Accounts on financing receivables $ 74 $ 96 $ 76 $ 94 |
Inventories | As of March 31, 2016 and 2015 , Orion's inventory balances were as follows (dollars in thousands): Cost Obsolescence Reserve Net As of March 31, 2016 Raw materials and components $ 10,556 $ (1,052 ) $ 9,504 Work in process 2,045 (119 ) 1,926 Finished goods 6,550 (956 ) 5,594 Total $ 19,151 $ (2,127 ) $ 17,024 As of March 31, 2015 Raw materials and components $ 9,150 $ (677 ) $ 8,473 Work in process 1,683 (94 ) 1,589 Finished goods 5,069 (848 ) 4,221 Total $ 15,902 $ (1,619 ) $ 14,283 |
Prepaid expenses and other current assets | Prepaid expenses and other current assets include the following (dollars in thousands): March 31, 2016 March 31, 2015 Unbilled accounts receivable $ 4,307 $ 1,710 Other prepaid expenses 731 697 Total $ 5,038 $ 2,407 |
Property and equipment | Depreciable lives by asset category are as follows: Land improvements 10-15 years Buildings and building improvements 3-39 years Furniture, fixtures and office equipment 2-10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3-10 years Property and equipment were comprised of the following (dollars in thousands): March 31, 2016 March 31, 2015 Land and land improvements $ 421 $ 1,511 Buildings and building improvements 11,849 14,441 Furniture, fixtures and office equipment 7,233 8,600 Leasehold improvements 148 148 Equipment leased to customers under Power Purchase Agreements 4,997 4,997 Plant equipment 10,805 11,084 Construction in progress 128 379 35,581 41,160 Less: accumulated depreciation and amortization (18,577 ) (19,937 ) Net property and equipment $ 17,004 $ 21,223 |
Equipment under capital leases | Equipment included above under capital leases was as follows (dollars in thousands): March 31, 2016 March 31, 2015 Equipment $ 408 $ — Less: accumulated depreciation and amortization (65 ) — Net Equipment $ 343 $ — |
Change in carrying value of goodwill | The change in the carrying value of goodwill during fiscal 2016 and fiscal 2015 was as follows (dollars in thousands): Balance at March 31, 2014 $ 4,409 Impairments — Balance at March 31, 2015 4,409 Impairments (4,409 ) Balance at March 31, 2016 $ — |
Schedule of intangible assets and goodwill | Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10-17 years Straight-line Licenses 7-13 years Straight-line Customer relationships 5-8 years Accelerated based upon the pattern of economic benefits consumed Developed technology 8 years Accelerated based upon the pattern of economic benefits consumed Non-competition agreements 5 years Straight-line The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2017 $ 877 Fiscal 2018 602 Fiscal 2019 426 Fiscal 2020 340 Fiscal 2021 266 Thereafter 581 $ 3,092 The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2016 March 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,377 $ (1,053 ) $ 1,324 $ 2,447 $ (906 ) $ 1,541 Licenses 58 (58 ) — 58 (58 ) — Trade name and trademarks 1,956 — 1,956 1,958 — 1,958 Customer relationships 3,600 (2,512 ) 1,088 3,600 (1,620 ) 1,980 Developed technology 900 (265 ) 635 900 (109 ) 791 Non-competition agreements 100 (55 ) 45 100 (35 ) 65 Total $ 8,991 $ (3,943 ) $ 5,048 $ 9,063 $ (2,728 ) $ 6,335 Amortization expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Amortization included in cost of sales: Patents $ 139 $ 132 $ 135 Total $ 139 $ 132 $ 135 Amortization included in operating expenses: Customer relationships $ 891 $ 1,085 $ 535 Developed technology 156 90 19 Non-competition agreements 20 20 15 Patents 9 — — Total 1,076 1,195 569 Total amortization $ 1,215 $ 1,327 $ 704 |
Other long-term assets | Other long-term assets include the following (dollars in thousands): March 31, 2016 March 31, 2015 Deferred financing costs $ 92 $ 202 Security deposits 87 73 Deferred contract costs — 83 Other 6 9 Total $ 185 $ 367 |
Accrued Expenses and Other | Accrued expenses and other include the following (dollars in thousands): March 31, 2016 March 31, 2015 Compensation and benefits $ 1,794 $ 1,314 Sales tax 913 1,168 Contract costs 586 1,267 Legal and professional fees (1) 2,348 479 Warranty 554 705 Other accruals 391 264 Total $ 6,586 $ 5,197 (1) Includes a $1,400 loss contingency recorded in fiscal 2016. |
Changes in warranty accrual | Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): March 31, 2016 2015 Beginning of year $ 1,015 $ 263 Provision to product cost of revenue 159 776 Charges (310 ) (24 ) End of year $ 864 $ 1,015 |
Fair value of each option grant | The fair value of each option grant in fiscal 2014 was determined using the assumptions in the following table: 2014 Weighted average expected term 4.1 years Risk-free interest rate 0.8 % Expected volatility 73.3 % Expected forfeiture rate 20.3 % |
Summary of the effect of net income per common share | The effect of net income (loss) per common share is calculated based upon the following shares: Fiscal Year Ended March 31, 2016 2015 2014 Numerator: Net loss (dollars in thousands) $ (20,126 ) $ (32,061 ) $ (6,199 ) Denominator: Weighted-average common shares outstanding 27,627,693 22,353,419 20,987,964 Weighted-average effect of assumed conversion of stock options and restricted stock — — — Weighted-average common shares and share equivalents outstanding 27,627,693 22,353,419 20,987,964 Net income (loss) per common share: Basic $ (0.73 ) $ (1.43 ) $ (0.30 ) Diluted $ (0.73 ) $ (1.43 ) $ (0.30 ) |
Number of potentially dilutive securities | The following table indicates the number of potentially dilutive securities as of the end of each period: March 31, 2016 2015 2014 Common stock options 2,017,046 2,426,836 2,716,317 Restricted shares 1,053,389 704,688 539,204 Common stock warrants — — 38,980 Total 3,070,435 3,131,524 3,294,501 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt as of March 31, 2016 and 2015 consisted of the following (dollars in thousands): March 31, 2016 2015 Revolving credit facility $ 3,719 $ 2,500 Harris seller's note 546 1,607 Equipment lease obligations 345 — Customer equipment finance notes payable 90 827 Other long-term debt 67 120 Total long-term debt 4,767 5,054 Less current maturities (746 ) (1,832 ) Long-term debt, less current maturities $ 4,021 $ 3,222 |
Schedule of maturities of long-term debt | As of March 31, 2016 , aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2017 $ 746 Fiscal 2018 3,826 Fiscal 2019 83 Fiscal 2020 83 Fiscal 2021 29 Thereafter — $ 4,767 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The total provision (benefit) for income taxes consists of the following for the fiscal years ending (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Current $ 36 $ 49 $ 19 Deferred — — (2,077 ) $ 36 $ 49 $ (2,058 ) 2016 2015 2014 Federal $ 15 $ — $ (1,830 ) State 21 49 (228 ) $ 36 $ 49 $ (2,058 ) |
Reconciliation of the statutory federal income tax rate and the effective income tax rate | A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2016 2015 2014 Statutory federal tax rate 34.0 % 34.0 % 34.0 % State taxes, net 2.8 % 3.6 % 2.8 % Federal tax credit — % 0.2 % 0.9 % State tax credit — % 0.1 % 0.4 % Change in valuation reserve (29.1 )% (37.0 )% (10.2 )% Permanent items (7.5 )% (0.1 )% (2.9 )% Change in tax contingency reserve (0.1 )% — % (0.3 )% Other, net (0.3 )% (1.0 )% 0.2 % Effective income tax rate (0.2 )% (0.2 )% 24.9 % |
Schedule of deferred tax assets and liabilities | The net deferred tax assets and liabilities reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2016 2015 Inventory, accruals and reserves $ 3,686 $ 5,297 Other 187 159 Deferred revenue 73 91 Valuation allowance (3,946 ) (5,547 ) Total net current deferred tax assets and liabilities $ — $ — Federal and state operating loss carryforwards 19,727 13,154 Tax credit carryforwards 1,475 1,475 Non-qualified stock options 3,125 2,914 Deferred revenue (31 ) 7 Fixed assets (1,493 ) (1,698 ) Intangible assets (1,297 ) (1,687 ) Valuation allowance (21,506 ) (14,165 ) Total net long-term deferred tax assets and liabilities $ — $ — Total net deferred tax assets $ — $ — |
Unrecognized tax benefit activity | Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Unrecognized tax benefits as of beginning of fiscal year $ 212 $ 210 $ 188 Additions based on tax positions related to the current period positions 15 2 22 Unrecognized tax benefits as of end of fiscal year $ 227 $ 212 $ 210 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of annual commitments under non-cancellable operating leases | Total annual commitments under non-cancelable operating leases with terms in excess of one year at March 31, 2016 are as follows (dollars in thousand): Fiscal 2017 $ 512 Fiscal 2018 611 Fiscal 2019 426 Fiscal 2020 98 Thereafter — $ 1,647 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shares issued from treasury | Orion had the following shares issued from treasury during fiscal 2016 and fiscal 2015 : As of March 31, 2016 Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Quarter Ended March 31, 2016 1,435 $1.39 — $ — $ — Quarter Ended December 31, 2015 1,170 $2.17 — — — Quarter Ended September 30, 2015 779 $1.80 — — — Quarter Ended June 30, 2015 541 $2.51 — — — Total 3,925 $1.39 - 2.51 — $ — $ — As of March 31, 2015 Shares Issued Under ESPP Closing Market Shares Issued Under Loan Dollar Value of Repayment of Quarter Ended March 31, 2015 492 $3.14 — $ — $ 35,400 Quarter Ended December 31, 2014 289 $5.50 — — — Quarter Ended September 30, 2014 322 $5.35 — — 1,000 Quarter Ended June 30, 2014 383 $4.07 — — 9,600 Total 1,486 $3.14 - 5.50 — $ — $ 46,000 |
Stock Options, Restricted Sha25
Stock Options, Restricted Shares and Warrants (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation | The following amounts of stock-based compensation were recorded (dollars in thousands): Fiscal Year Ended March 31, 2016 2015 2014 Cost of product revenue $ 36 $ 50 $ 70 General and administrative 1,148 1,056 1,025 Sales and marketing 235 360 485 Research and development 43 33 13 $ 1,462 $ 1,499 $ 1,593 |
Number of shares available for grant | The number of shares available for grant under the plans were as follows: Available at March 31, 2013 1,632,778 Granted stock options (305,544 ) Granted shares (33,641 ) Restricted Shares (526,663 ) Forfeited restricted shares 69,375 Forfeited stock options 455,691 Available at March 31, 2014 1,291,996 Granted stock options — Granted shares (27,931 ) Restricted Shares (410,496 ) Forfeited restricted shares 74,957 Forfeited stock options 150,074 Available at March 31, 2015 1,078,600 Granted stock options — Granted shares (64,960 ) Restricted shares (795,805 ) Forfeited restricted shares 206,471 Forfeited stock options 363,380 Available at March 31, 2016 787,686 |
Summary of outstanding stock options | The following table summarizes information with respect to outstanding stock options: Number of Weighted Weighted Aggregate Intrinsic Outstanding at March 31, 2013 3,312,523 $ 3.42 1.23 Granted 305,544 $ 1.98 Exercised (446,059 ) $ 2.25 Forfeited (455,691 ) $ 3.26 Outstanding at March 31, 2014 2,716,317 $ 3.43 1.32 Granted — $ — Exercised (139,407 ) $ 2.46 Forfeited (150,074 ) $ 3.13 Outstanding at March 31, 2015 2,426,836 $ 3.50 — Granted — $ — Exercised (46,410 ) $ 2.09 Forfeited (363,380 ) $ 4.68 Outstanding at March 31, 2016 2,017,046 $ 3.32 — $ — Exercisable at March 31, 2016 1,811,146 $ — |
Schedule of range of exercise prices | The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2016 : March 31, 2016 Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Vested Weighted Average Exercise Price $1.62 - 2.20 684,476 4.93 $1.98 558,776 $1.98 $2.41 - 2.75 373,144 6.24 2.45 360,744 2.44 $2.86 - 4.28 719,971 4.07 3.41 652,171 3.44 $4.49 - 4.76 25,400 2.40 4.64 25,400 4.64 $5.35 - 5.44 77,204 3.03 5.39 77,204 5.39 $9.00 27,000 1.87 9.00 27,000 9.00 $10.14 - 11.61 109,851 1.66 10.87 109,851 10.87 2,017,046 4.54 $3.32 1,811,146 $3.43 |
Summary of restricted shares granted | During fiscal 2016 , Orion granted restricted shares as follows (which are included in the above stock plan activity tables): Balance at March 31, 2015 704,688 Shares issued 795,805 Shares vested (240,633 ) Shares forfeited (206,471 ) Shares outstanding at March 31, 2016 1,053,389 Per share price on grant date $1.34-2.62 Compensation expense $ 1,306,191 |
Schedule of unrecognized compensation cost related to non-vested awards | Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2016 is as follows (dollars in thousands): Fiscal 2017 $ 1,113 Fiscal 2018 771 Fiscal 2019 274 Fiscal 2020 72 Fiscal 2021 12 Thereafter — $ 2,242 Remaining weighted average expected term 2.6 years |
Warrants outstanding rollforward | A summary of warrant activity is as follows: Number of Weighted Outstanding at March 31, 2013 38,980 $ 2.25 Issued — — Exercised — $ — Cancelled — $ — Outstanding at March 31, 2014 38,980 $ 2.25 Issued — — Exercised (38,980 ) 2.25 Cancelled — — Outstanding at March 31, 2015 and March 31,2016 — $ — |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Revenues Operating (Loss) Profit (dollars in thousands) For the year ended March 31, For the year ended March 31, 2016 2015 2014 2016 2015 2014 Segments: U.S. Markets $ 38,841 $ 37,778 $ 38,766 $ (4,958 ) $ (12,542 ) $ (1,012 ) Engineered Systems 26,325 33,454 49,857 (6,982 ) (12,431 ) 1,260 Distribution Services 2,476 978 — (632 ) (455 ) — Corporate and Other — — — (7,349 ) (6,508 ) (8,591 ) $ 67,642 $ 72,210 $ 88,623 $ (19,921 ) $ (31,936 ) $ (8,343 ) Depreciation and Amortization Capital Expenditures For the year ended March 31, For the year ended March 31, 2016 2015 2014 2016 2015 2014 Segments: U.S. Markets $ 1,168 $ 1,711 $ 2,667 $ 72 $ 626 $ 276 Engineered Systems 1,987 1,404 302 43 495 — Distribution Services 71 32 — 10 40 — Corporate and Other 939 1,036 1,569 276 845 134 $ 4,165 $ 4,183 $ 4,538 $ 401 $ 2,006 $ 410 Total Assets Deferred Revenue March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Segments: U.S. Markets $ 18,503 $ 27,769 $ 167 $ 157 Engineered Systems 21,885 27,435 1,098 1,361 Distribution Services 1,386 261 — — Corporate and Other 29,101 32,340 — — $ 70,875 $ 87,805 $ 1,265 $ 1,518 |
Quarterly Financial Data (Una27
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | Summary quarterly results for the years ended March 31, 2016 and March 31, 2015 are as follows: Three Months Ended Mar 31, 2016 Dec 31, 2015 Sep 30, 2015 Jun 30, 2015 Total (in thousands, except per share amounts) Total revenue $ 18,576 $ 16,751 $ 15,728 $ 16,587 $ 67,642 Gross profit $ 4,618 $ 4,708 $ 2,913 $ 3,758 $ 15,997 Net income (loss) $ (10,870 ) $ (2,004 ) $ (3,600 ) $ (3,652 ) $ (20,126 ) Basic net income per share $ (0.39 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) $ (0.73 ) Shares used in basic per share calculation 27,759 27,672 27,598 27,482 27,628 Diluted net income per share $ (0.39 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) $ (0.73 ) Shares used in diluted per share calculation 27,759 27,672 27,598 27,482 27,628 Three Months Ended Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 Total (in thousands, except per share amounts) Total revenue $ 19,366 $ 26,138 $ 13,393 $ 13,313 $ 72,210 Gross profit $ 2,982 $ 3,824 $ (10,555 ) $ 2,612 $ (1,137 ) Net income (loss) $ (4,693 ) $ (4,663 ) $ (18,346 ) $ (4,359 ) $ (32,061 ) Basic net income per share $ (0.19 ) $ (0.21 ) $ (0.84 ) $ (0.20 ) $ (1.43 ) Shares used in basic per share calculation 24,071 21,883 21,820 21,669 22,353 Diluted net income per share $ (0.19 ) $ (0.21 ) $ (0.84 ) $ (0.20 ) $ (1.43 ) Shares used in diluted per share calculation 24,071 21,883 21,820 21,669 22,353 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Narrative) (Details) ft² in Millions | Mar. 31, 2016USD ($)ft² | Mar. 31, 2016USD ($) | Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Accounts receivable, minimum period due | 30 days | ||||
Accounts receivable, maximum period due | 60 days | ||||
Deferred contract costs | $ 36,691 | $ 36,691 | $ 36,691 | $ 90,258 | |
Proceeds from sales of property, plant and equipment | 35,000 | 1,040,000 | $ 80,000 | ||
Impairment charge as a result of purchase and sale agreement | $ 1,614,000 | ||||
Number of reportable segments (segment) | segment | 3 | ||||
Impairment charge | 1,029,586 | ||||
Depreciation | $ 2,950,000 | 2,853,000 | 3,798,000 | ||
Goodwill | 0 | 0 | 0 | 4,409,000 | 4,409,000 |
Goodwill impairment charge | 4,409,000 | 0 | |||
Impairment write-off of intangible assets | $ 78,000 | 120,000 | 45,000 | ||
Debt useful life, minimum | 1 year | ||||
Debt useful life, maximum | 3 years | ||||
Interest expense | $ 114,000 | 156,000 | 40,000 | ||
Limited warranty term | 1 year | ||||
Warranty reserves | 864,000 | 864,000 | $ 864,000 | 1,015,000 | 263,000 |
Solar power systems completion period minimum | 3 months | ||||
Solar power systems completion period maximum | 15 months | ||||
Power purchase agreement product revenue is recognized term | 10 years | ||||
Advertising costs | $ 4,000 | 149,000 | 28,000 | ||
Deferred tax assets valuation allowance | 5,740,000 | ||||
Tax benefit (expense) | $ 0 | 0 | $ 13,000 | ||
Maximum | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Inventory consideration usage | 24 months | ||||
Minimum | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Inventory consideration usage | 9 months | ||||
Engineered Systems | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Warranty reserves | 310,000 | 310,000 | $ 310,000 | ||
Construction in progress | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Interest capitalized for construction in progress | $ 0 | 0 | |||
Operating Segments | U.S. Markets | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Impairment charge as a result of purchase and sale agreement | 689,000 | ||||
Goodwill | 2,371,000 | ||||
Goodwill impairment charge | 2,371,000 | ||||
Operating Segments | Engineered Systems | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Impairment charge as a result of purchase and sale agreement | 804,000 | ||||
Goodwill | $ 2,038,000 | ||||
Goodwill impairment charge | $ 2,038,000 | ||||
Operating Segments | Distribution Services | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Impairment charge as a result of purchase and sale agreement | 121,000 | ||||
Manitowoc Manufacturing and Distribution Facility | |||||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||||
Cash purchase price | $ 2,600,000 | ||||
Area of leased property (sqft) | ft² | 0.2 | ||||
Sale leaseback term | 3 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Accounts Receivable) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Accounts receivable, gross | $ 11,394 | $ 18,721 |
Allowance for doubtful accounts | (505) | (458) |
Total net sales-type leases | $ 10,889 | $ 18,263 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Financing Receivables) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Credit quality of the Company's financing receivables using Aging Analysis | |||
Total gross sales-type leases | $ 11,394 | $ 18,721 | |
Allowance | (505) | (458) | |
Total net sales-type leases | 10,889 | 18,263 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Provisions charged to expense | 575 | 285 | $ 174 |
Not Past Due | |||
Credit quality of the Company's financing receivables using Aging Analysis | |||
Lease balances included in consolidated accounts receivable—current | 294 | 1,346 | |
Lease balances included in consolidated accounts receivable—long-term | 101 | 398 | |
Total gross sales-type leases | 395 | 1,744 | |
Allowance | 0 | (12) | |
Total net sales-type leases | 395 | 1,732 | |
1-90 days past due | |||
Credit quality of the Company's financing receivables using Aging Analysis | |||
Lease balances included in consolidated accounts receivable—current | 4 | 47 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | 0 | |
Total gross sales-type leases | 4 | 47 | |
Allowance | 0 | (3) | |
Total net sales-type leases | 4 | 44 | |
Greater than 90 days past due | |||
Credit quality of the Company's financing receivables using Aging Analysis | |||
Lease balances included in consolidated accounts receivable—current | 10 | 186 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | 0 | |
Total gross sales-type leases | 10 | 186 | |
Allowance | (9) | (141) | |
Total net sales-type leases | 1 | 45 | |
Total past due | |||
Credit quality of the Company's financing receivables using Aging Analysis | |||
Lease balances included in consolidated accounts receivable—current | 14 | 233 | |
Lease balances included in consolidated accounts receivable—long-term | 0 | 0 | |
Total gross sales-type leases | 14 | 233 | |
Allowance | (9) | (144) | |
Total net sales-type leases | 5 | 89 | |
Total sales-type leases | |||
Credit quality of the Company's financing receivables using Aging Analysis | |||
Lease balances included in consolidated accounts receivable—current | 308 | 1,579 | |
Lease balances included in consolidated accounts receivable—long-term | 101 | 398 | |
Total gross sales-type leases | 409 | 1,977 | |
Allowance | (9) | (156) | |
Total net sales-type leases | 400 | 1,821 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts on financing receivables, beginning of period | 156 | 94 | 74 |
Provisions charged to expense | 30 | 62 | 96 |
Write offs and other | 177 | 0 | 76 |
Allowance for doubtful accounts on financing receivables, end of period | $ 9 | $ 156 | $ 94 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Raw material and components, cost | $ 10,556 | $ 9,150 |
Raw materials and components, obsolescence reserve | (1,052) | (677) |
Raw materials and components | 9,504 | 8,473 |
Work in process, cost | 2,045 | 1,683 |
Work in process, obsolescence reserve | (119) | (94) |
Work in process | 1,926 | 1,589 |
Finished goods, cost | 6,550 | 5,069 |
Finished goods, obsolescence reserve | (956) | (848) |
Finished goods | 5,594 | 4,221 |
Total cost | 19,151 | 15,902 |
Total obsolescence reserve | (2,127) | (1,619) |
Total | $ 17,024 | $ 14,283 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Unbilled accounts receivable | $ 4,307 | $ 1,710 |
Other prepaid expenses | 731 | 697 |
Total | $ 5,038 | $ 2,407 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Prop Plant and Equip) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Property and equipment | ||
Gross property and equipment | $ 35,581 | $ 41,160 |
Less: accumulated depreciation and amortization | (18,577) | (19,937) |
Net property and equipment | 17,004 | 21,223 |
Land and land improvements | ||
Property and equipment | ||
Gross property and equipment | 421 | 1,511 |
Buildings and building improvements | ||
Property and equipment | ||
Gross property and equipment | 11,849 | 14,441 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Gross property and equipment | 7,233 | 8,600 |
Leasehold improvements | ||
Property and equipment | ||
Gross property and equipment | 148 | 148 |
Equipment leased to customers under Power Purchase Agreements | ||
Property and equipment | ||
Gross property and equipment | 4,997 | 4,997 |
Plant equipment | ||
Property and equipment | ||
Gross property and equipment | 10,805 | 11,084 |
Construction in progress | ||
Property and equipment | ||
Gross property and equipment | $ 128 | $ 379 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Equipment under Capital Leases) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Equipment | $ 35,581 | $ 41,160 |
Less: accumulated depreciation and amortization | (18,577) | (19,937) |
Net property and equipment | 17,004 | 21,223 |
Assets Held under Capital Leases | ||
Capital Leased Assets [Line Items] | ||
Equipment | 408 | 0 |
Less: accumulated depreciation and amortization | (65) | 0 |
Net property and equipment | $ 343 | $ 0 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (PPE Useful Lives) (Details) | 12 Months Ended |
Mar. 31, 2016 | |
Land improvements | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 10 years |
Land improvements | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 15 years |
Buildings and building improvements | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 3 years |
Buildings and building improvements | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 39 years |
Furniture, fixtures and office equipment | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures and office equipment | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 10 years |
Equipment leased to customers under Power Purchase Agreements | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 20 years |
Plant equipment | Minimum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 3 years |
Plant equipment | Maximum | |
Depreciation using the straight-line method | |
Property, plant and equipment, useful life | 10 years |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 4,409 | $ 4,409 | |
Impairments | (4,409) | 0 | |
Goodwill, ending balance | 0 | 4,409 | $ 4,409 |
Gross Carrying Amount | 8,991 | 9,063 | |
Accumulated Amortization | (3,943) | (2,728) | |
Intangible Assets, Net | $ 5,048 | 6,335 | |
Intangible assets, useful life | 6 years 1 month 24 days | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Fiscal 2,017 | $ 877 | ||
Fiscal 2,018 | 602 | ||
Fiscal 2,019 | 426 | ||
Fiscal 2,020 | 340 | ||
Fiscal 2,021 | 266 | ||
Thereafter | 581 | ||
Total | 3,092 | ||
Amortization expense | 1,215 | 1,327 | 704 |
Cost of Sales | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | 139 | 132 | 135 |
Operating Expenses | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | 1,076 | 1,195 | 569 |
Patents | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | 2,377 | 2,447 | |
Accumulated Amortization | (1,053) | (906) | |
Intangible Assets, Net | 1,324 | 1,541 | |
Patents | Cost of Sales | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | 139 | 132 | 135 |
Patents | Operating Expenses | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | $ 9 | 0 | 0 |
Patents | Minimum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 10 years | ||
Patents | Maximum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 17 years | ||
Licenses | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | $ 58 | 58 | |
Accumulated Amortization | (58) | (58) | |
Intangible Assets, Net | $ 0 | 0 | |
Licenses | Minimum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 7 years | ||
Licenses | Maximum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 13 years | ||
Trade name and trademarks | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | $ 1,956 | 1,958 | |
Accumulated Amortization | 0 | 0 | |
Intangible Assets, Net | 1,956 | 1,958 | |
Customer relationships | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | 3,600 | 3,600 | |
Accumulated Amortization | (2,512) | (1,620) | |
Intangible Assets, Net | 1,088 | 1,980 | |
Customer relationships | Operating Expenses | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | $ 891 | 1,085 | 535 |
Customer relationships | Minimum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 5 years | ||
Customer relationships | Maximum | |||
Goodwill [Roll Forward] | |||
Intangible assets, useful life | 8 years | ||
Developed technology | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | $ 900 | 900 | |
Accumulated Amortization | (265) | (109) | |
Intangible Assets, Net | $ 635 | 791 | |
Intangible assets, useful life | 8 years | ||
Developed technology | Operating Expenses | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | $ 156 | 90 | 19 |
Non-competition agreements | |||
Goodwill [Roll Forward] | |||
Gross Carrying Amount | 100 | 100 | |
Accumulated Amortization | (55) | (35) | |
Intangible Assets, Net | $ 45 | 65 | |
Intangible assets, useful life | 5 years | ||
Non-competition agreements | Operating Expenses | |||
Finite-Lived Intangible Assets, Estimated Amortization Expense | |||
Amortization expense | $ 20 | $ 20 | $ 15 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Other Long-Term Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Deferred financing costs | $ 92 | $ 202 |
Security deposits | 87 | 73 |
Deferred contract costs | 0 | 83 |
Other | 6 | 9 |
Other Assets, Noncurrent | $ 185 | $ 367 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Compensation and benefits | $ 1,794 | $ 1,314 |
Sales tax | 913 | 1,168 |
Contract costs | 586 | 1,267 |
Legal and professional fees | 2,348 | 479 |
Warranty | 554 | 705 |
Other accruals | 391 | 264 |
Total | 6,586 | $ 5,197 |
Loss contingency | $ 1,400 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Warranty Accrual) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning of year | $ 1,015 | $ 263 |
Provision to product cost of revenue | 159 | 776 |
Charges | (310) | (24) |
End of year | $ 864 | $ 1,015 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Incentive Comp) (Details) - Deferred Bonus - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Discretionary bonus payments, profit achievement before taxes | $ 110 | $ 2,300 | $ 2,000 |
Discretionary bonus payments, revenue achievement percent (minimum) | 10.00% | ||
Discretionary bonus payments, revenue achievement (minimum) | $ 90,400 | $ 88,000 | |
Minimum | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Discretionary bonus payments, percentage | 35.00% | 35.00% | 35.00% |
Maximum | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Discretionary bonus payments, percentage | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Stock Option Assumptions) (Details) | 12 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | |
Weighted average expected term | 4 years 1 month |
Risk-free interest rate | 0.80% |
Expected volatility | 73.30% |
Expected forfeiture rate | 20.30% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Numerator: | |||||||||||
Net loss | $ (10,870) | $ (2,004) | $ (3,600) | $ (3,652) | $ (4,693) | $ (4,663) | $ (18,346) | $ (4,359) | $ (20,126) | $ (32,061) | $ (6,199) |
Denominator: | |||||||||||
Weighted-average common shares outstanding (shares) | 27,759,000 | 27,672,000 | 27,598,000 | 27,482,000 | 24,071,000 | 21,883,000 | 21,820,000 | 21,669,000 | 27,627,693 | 22,353,419 | 20,987,964 |
Weighted-average effect of assumed conversion of stock options and restricted stock (shares) | 0 | 0 | 0 | ||||||||
Weighted-average common shares and share equivalents outstanding (shares) | 27,759,000 | 27,672,000 | 27,598,000 | 27,482,000 | 24,071,000 | 21,883,000 | 21,820,000 | 21,669,000 | 27,627,693 | 22,353,419 | 20,987,964 |
Net income (loss) per common share: | |||||||||||
Basic (usd per share) | $ (0.39) | $ (0.07) | $ (0.13) | $ (0.13) | $ (0.19) | $ (0.21) | $ (0.84) | $ (0.20) | $ (0.73) | $ (1.43) | $ (0.30) |
Diluted (usd per share) | $ (0.39) | $ (0.07) | $ (0.13) | $ (0.13) | $ (0.19) | $ (0.21) | $ (0.84) | $ (0.20) | $ (0.73) | $ (1.43) | $ (0.30) |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Dilutive Securities) (Details) - shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Number of potentially dilutive securities | |||
Number of potentially dilutive securities (shares) | 3,070,435 | 3,131,524 | 3,294,501 |
Common stock options | |||
Number of potentially dilutive securities | |||
Number of potentially dilutive securities (shares) | 2,017,046 | 2,426,836 | 2,716,317 |
Restricted shares | |||
Number of potentially dilutive securities | |||
Number of potentially dilutive securities (shares) | 1,053,389 | 704,688 | 539,204 |
Common stock warrants | |||
Number of potentially dilutive securities | |||
Number of potentially dilutive securities (shares) | 0 | 0 | 38,980 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Concentration Risk) (Details) | 12 Months Ended | ||
Mar. 31, 2016customersupplierfinancial_instituion | Mar. 31, 2015customersupplier | Mar. 31, 2014customersupplier | |
Concentration Risk [Line Items] | |||
Number of financial institutions (financial institution) | financial_instituion | 3 | ||
Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, number of entities | 0 | 1 | 1 |
Concentration risk, percentage | 10.00% | 12.00% | 23.00% |
Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, number of entities | 1 | 0 | |
U.S. Markets | Cost of Goods | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, number of entities | supplier | 0 | 0 | 0 |
Acquisition (Acquisition Agreem
Acquisition (Acquisition Agreement) (Details) - Harris - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2015 | Jan. 02, 2014 | Jul. 01, 2013 | Mar. 31, 2014 | Jan. 02, 2015 | Oct. 21, 2013 |
Business Acquisition [Line Items] | ||||||
Purchase agreement, value | $ 10,801 | |||||
Purchase agreement, potential adjustment, amount | 200 | |||||
Contingent consideration, recorded liability | 612 | |||||
Acquisition consideration, cash | $ 800 | 5,000 | ||||
Acquisition consideration, debt | $ 3,124 | |||||
Acquisition consideration, debt term | 3 years | |||||
Acquisition consideration (shares) | 83,943 | 856,997 | ||||
Business acquisition, common stock issued | $ 571 | $ 2,065 | ||||
Acquisition consideration, share price (usd per share) | $ 2.33 | |||||
Acquisition share price determination, trading days before purchase agreement | 45 days | |||||
Acquisition share price determination, trading days after purchase agreement | 22 days | |||||
Purchase accounting provisions, share price (usd per share) | $ 2.41 | |||||
Fixed future consideration | $ 1,371 | |||||
Common stock fair value (usd per share) | $ 3.80 | |||||
Future cash consideration | $ 800 | |||||
Acquisition and integration related costs | $ 515 |
Acquisition (Contingent Conside
Acquisition (Contingent Consideration) (Details) - Harris - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 01, 2013 | |
Business Acquisition [Line Items] | |||
Contingent consideration maximum amount of liability | $ 1,000,000 | ||
Contingent consideration minimum amount of liability | 0 | ||
Contingent consideration, recorded liability | $ 612,000 | ||
Contingent consideration, reduction in liability during period | $ 147,000 | $ 334,000 | |
Contingent consideration, reduction in liability during the period, additional earn-out expense | $ 278,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Entity that Current Director Owns Minority Interest and Serves as Board of Directors Chairman [Member] | |||
Related Party Transactions (Textual) [Abstract] | |||
Purchased goods and services | $ 21 | $ 38 | $ 20 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Long-term debt | ||
Long-term debt | $ 4,767 | $ 5,054 |
Current maturities | (746) | (1,832) |
Long-term debt, less current maturities | 4,021 | 3,222 |
Revolving credit facility | ||
Long-term debt | ||
Long-term debt | 3,719 | 2,500 |
Harris seller's note | ||
Long-term debt | ||
Long-term debt | 546 | 1,607 |
Equipment lease obligations | ||
Long-term debt | ||
Long-term debt | 345 | 0 |
Customer equipment finance notes payable | ||
Long-term debt | ||
Long-term debt | 90 | 827 |
Other long-term debt | ||
Long-term debt | ||
Long-term debt | $ 67 | $ 120 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Facility) (Details) | Feb. 06, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Debt (Textual) [Abstract] | |||
Outstanding letters of credit totaling | $ 0 | ||
Revolving credit facility | $ 3,719,000 | $ 2,500,000 | |
Wells Fargo Bank, National Association | Credit Agreement | Revolving credit facility | |||
Debt (Textual) [Abstract] | |||
Current borrowings under credit facility | $ 15,000,000 | ||
Maximum borrowing capacity under credit facility | $ 20,000,000 | ||
Minimum indebtedness ratio | 1.10 | ||
Interest charge | $ 130,000 | ||
Effective interest rate, percentage | 3.63% | ||
Commitment fee percentage | 0.25% | ||
Revolving credit facility | $ 3,719,000 | ||
Additional borrowing capacity | $ 229,000 | ||
Wells Fargo Bank, National Association | Credit Agreement | Letter of Credit | |||
Debt (Textual) [Abstract] | |||
Maximum borrowing capacity under credit facility | $ 2,000,000 | ||
Commitment fee percentage | 3.00% | ||
Wells Fargo Bank, National Association | Credit Agreement | London Interbank Offered Rate (LIBOR) | Revolving credit facility | |||
Debt (Textual) [Abstract] | |||
Spread on basis rate (percentage) | 3.00% |
Long-Term Debt (All Other Debt)
Long-Term Debt (All Other Debt) (Details) | 1 Months Ended | 10 Months Ended | |||||
Jul. 31, 2012USD ($) | Sep. 30, 2010USD ($) | Mar. 31, 2016USD ($)lease_agreementcontract | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 01, 2013USD ($) | Jun. 30, 2011USD ($) | |
Debt Instrument [Line Items] | |||||||
Number of lease agreements (lease agreement) | lease_agreement | 2 | ||||||
Equipment lease obligations | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate, percentage | 3.60% | 5.94% | |||||
Principal amount of debt | $ 396,000 | $ 396,000 | |||||
Value of buyout option | $ 1 | $ 1 | |||||
Harris seller's note | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 3,124,000 | ||||||
Stated interest rate, percentage | 4.00% | ||||||
Secured Debt | December 2014 OTA Finance Program | De Lage Landen Financial Services, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate, percentage | 8.36% | ||||||
Principal amount of secured debt | $ 446,000 | ||||||
Number of individual OTA customer contracts (contract) | contract | 25 | ||||||
June 2011 OTA Finance Program | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 2,831,000 | ||||||
Stated interest rate, percentage | 7.85% | ||||||
Number of supporting individual OTA customer contracts (contract) | contract | 40 | ||||||
Debt instrument, covenant compliance, aggregate amount of all remaining scheduled payments due of individual OTA contracts versus remaining principal and interest payments due (not less than) | 1.25 | ||||||
Agreement with Wisconsin Department of Commerce | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 260,000 | ||||||
Stated interest rate, percentage | 2.00% | ||||||
Period of time without interest accruing or principal payments due | 2 years | ||||||
Monthly principal and interest payment | $ 4,600 |
Long-Term Debt (Aggregate Matur
Long-Term Debt (Aggregate Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Debt Disclosure [Abstract] | ||
Fiscal 2,017 | $ 746 | |
Fiscal 2,018 | 3,826 | |
Fiscal 2,019 | 83 | |
Fiscal 2,020 | 83 | |
Fiscal 2,021 | 29 | |
Thereafter | 0 | |
Long-term debt | $ 4,767 | $ 5,054 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 36 | $ 49 | $ 19 |
Deferred | 0 | 0 | (2,077) |
Total provision (benefit) for income taxes | 36 | 49 | (2,058) |
Federal | 15 | 0 | (1,830) |
State | $ 21 | $ 49 | $ (228) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of tax rates) (Details) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 34.00% | 34.00% | 34.00% |
State taxes, net | 2.80% | 3.60% | 2.80% |
Federal tax credit | (0.00%) | 0.20% | 0.90% |
State tax credit | (0.00%) | 0.10% | 0.40% |
Change in valuation reserve | (29.10%) | (37.00%) | (10.20%) |
Permanent items | (7.50%) | (0.10%) | (2.90%) |
Change in tax contingency reserve | (0.10%) | 0.00% | (0.30%) |
Other, net | (0.30%) | (1.00%) | 0.20% |
Effective income tax rate | (0.20%) | (0.20%) | 24.90% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Inventory, accruals and reserves | $ 3,686 | $ 5,297 |
Other | 187 | 159 |
Deferred revenue | 73 | 91 |
Valuation allowance | (3,946) | (5,547) |
Total net current deferred tax assets and liabilities | 0 | 0 |
Federal and state operating loss carryforwards | 19,727 | 13,154 |
Tax credit carryforwards | 1,475 | 1,475 |
Non-qualified stock options | 3,125 | 2,914 |
Deferred revenue | (31) | 7 |
Fixed assets | (1,493) | (1,698) |
Intangible assets | (1,297) | (1,687) |
Valuation allowance | (21,506) | (14,165) |
Total net long-term deferred tax assets and liabilities | 0 | 0 |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Excess tax benefits from stock-based compensation | $ 0 | $ 0 | $ 13 | |
Valuation allowance | 25,452 | |||
Increase in valuation allowance | 5,740 | 11,802 | ||
Unrecognized tax benefits | 227 | $ 212 | $ 210 | $ 188 |
Domestic Country | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 55,807 | |||
Exercise of NQSOs | 3,586 | |||
Tax credit carryforwards | 1,475 | |||
State And Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 42,181 | |||
Exercise of NQSOs | 3,941 | |||
Tax credit carryforwards | $ 769 | |||
Minimum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Examination period for state income tax returns | 3 years | |||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Examination period for state income tax returns | 5 years |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits as of beginning of fiscal year | $ 212 | $ 210 | $ 188 |
Additions based on tax positions related to the current period positions | 15 | 2 | 22 |
Unrecognized tax benefits as of end of fiscal year | $ 227 | $ 212 | $ 210 |
Commitments and Contingencies57
Commitments and Contingencies (Details Textual) | Mar. 01, 2016 | Nov. 04, 2014claim | Mar. 31, 2016USD ($)extension_option | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Long-term Purchase Commitment [Line Items] | |||||
Rent expense under operating leases | $ 502,000 | $ 398,000 | $ 1,238,000 | ||
Initial lease term | 24 months | ||||
Number of extension options (extension option) | extension_option | 3 | ||||
Extended lease term | 12 months | ||||
Discretionary company contributions to retirement savings plan | $ 10,000 | $ 23,000 | $ 26,000 | ||
Number of claims dismissed (claim) | claim | 6 | ||||
Inventories | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase commitments | 2,189,000 | ||||
General and administrative | |||||
Long-term Purchase Commitment [Line Items] | |||||
Monthly rental payment receivable | $ 21,000 |
Commitments and Contingencies58
Commitments and Contingencies (Schedule of Annual Commitments under Non-Cancelable Operating Agreements) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Fiscal 2,017 | $ 512 |
Fiscal 2,018 | 611 |
Fiscal 2,019 | 426 |
Fiscal 2,020 | 98 |
Thereafter | 0 |
Total future payments due | $ 1,647 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | Feb. 20, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2016 | Apr. 30, 2012 | Nov. 30, 2011 | Oct. 31, 2011 | Aug. 31, 2010 | Feb. 15, 2009 |
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Issuance of common stock for cash, net of issuance costs (shares) | 5,462,500 | |||||||||
Offering price, per share (USD per share) | $ 3.50 | |||||||||
Issuance of common stock for cash, net of issuance costs | $ 17,465,000 | $ (2,000) | $ 17,465,000 | $ 0 | ||||||
Common stock purchased per right (shares) | 1 | |||||||||
Right issue share price (USD per share) | $ 30 | |||||||||
Minimum subscription percentage | 20.00% | |||||||||
Number of business days to trigger a distribution date | 10 days | |||||||||
Share acquisition percentage | 50.00% | |||||||||
Prior to a person becoming an acquiring person, the board of directors of the company's redemption rate (USD per share) | $ 0.001 | |||||||||
Employee stock purchase plan, shares authorized (shares) | 2,500,000 | |||||||||
Maximum amount limit for ESPP per employee | $ 20,000 | $ 20,000 | ||||||||
Purchase price to market price matching percentage | 100.00% | 100.00% | ||||||||
Sec 16 Officers limit percentage on ESPP based on annual income | 20.00% | 20.00% | ||||||||
Sec 16 officers maximum limit on ESPP in amounts | $ 250,000 | $ 250,000 | ||||||||
Period of interest on loans | 10 years | |||||||||
October 2,011 | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 7,500,000 | $ 2,500,000 | $ 1,000,000 | |||||||
Treasury stock purchase (shares) | 3,022,349 | |||||||||
Repurchase of common stock into treasury | $ 6,791,000 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule of ESPP Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | |
Shares issued from treasury | ||||||||||
Shares Issued Under ESPP Plan (shares) | 1,435 | 1,170 | 779 | 541 | 492 | 289 | 322 | 383 | 3,925 | 1,486 |
Closing Market Price (usd per share) | $ 1.39 | $ 2.17 | $ 1.80 | $ 2.51 | $ 3.14 | $ 5.50 | $ 5.35 | $ 4.07 | ||
Shares Issued Under Loan Program (shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Dollar Value of Loans Issued | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Repayment of Loans | $ 0 | $ 0 | $ 0 | $ 0 | $ 35,400 | $ 0 | $ 1,000 | $ 9,600 | $ 0 | $ 46,000 |
Minimum | ||||||||||
Shares issued from treasury | ||||||||||
Closing Market Price (usd per share) | $ 1.39 | $ 3.14 | ||||||||
Maximum | ||||||||||
Shares issued from treasury | ||||||||||
Closing Market Price (usd per share) | $ 2.51 | $ 5.50 |
Stock Options, Restricted Sha61
Stock Options, Restricted Shares and Warrants (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term for restricted shares | 2 years 7 months | |||
Grant of shares to non-employees and consultants (shares) | 2,500 | |||
Common stock closing price (usd per share) | $ 1.39 | |||
Value of shares issued to consultants (usd per share) | $ 2 | |||
Compensation expense | $ 1,462,000 | $ 1,499,000 | $ 1,593,000 | |
Warrants exercised (shares) | 38,980 | 0 | ||
Warrants exercised (usd per share) | $ 2.25 | $ 0 | ||
Restricted shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Alternate vesting term for restricted shares | 1 year | |||
Restricted shares granted (shares) | 795,805 | 410,496 | 526,663 | |
Compensation expense | $ 1,306,191 | |||
Weighted average grant-date fair value (usd per share) | $ 2.06 | |||
Restricted shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term for restricted shares | 3 years | |||
Per share price on grant date (USD per share) | 1.34 | $ 4.16 | $ 2.41 | |
Weighted average grant-date fair value (usd per share) | 1.34 | |||
Restricted shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term for restricted shares | 5 years | |||
Per share price on grant date (USD per share) | 2.62 | $ 7.23 | $ 6.97 | |
Weighted average grant-date fair value (usd per share) | $ 2.62 | |||
2003 Stock Option and 2004 Stock and Incentive Awards Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved shares for issuance to key employees (shares) | 13,500,000 | |||
Maximum life of option under the plan | 10 years | |||
2003 Stock Option and 2004 Stock and Incentive Awards Plans | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 month | |||
2003 Stock Option and 2004 Stock and Incentive Awards Plans | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
2004 Stock and Incentive Awards Plan | Non-Employee Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant of shares to non-employees and consultants (shares) | 35,290 | 27,931 | 33,641 | |
2004 Stock and Incentive Awards Plan | Non-Employee Director | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock closing price (usd per share) | $ 1.20 | $ 4.20 | $ 2.41 | |
2004 Stock and Incentive Awards Plan | Non-Employee Director | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock closing price (usd per share) | $ 2.62 | $ 5.23 | $ 5.73 | |
Harris | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 200,000 |
Stock Options, Restricted Sha62
Stock Options, Restricted Shares and Warrants (Stock-based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Stock-based compensation | |||
Compensation expense | $ 1,462 | $ 1,499 | $ 1,593 |
Cost of product revenue | |||
Stock-based compensation | |||
Compensation expense | 36 | 50 | 70 |
General and administrative | |||
Stock-based compensation | |||
Compensation expense | 1,148 | 1,056 | 1,025 |
Sales and marketing | |||
Stock-based compensation | |||
Compensation expense | 235 | 360 | 485 |
Research and development | |||
Stock-based compensation | |||
Compensation expense | $ 43 | $ 33 | $ 13 |
Stock Options, Restricted Sha63
Stock Options, Restricted Shares and Warrants (Schedule of Shares Available for Grant) (Details) - shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | |||
Number of shares available for grant, beginning of period (shares) | 1,078,600 | 1,291,996 | 1,632,778 |
Granted shares (shares) | (64,960) | (27,931) | (33,641) |
Number of shares available for grant, end of period (shares) | 787,686 | 1,078,600 | 1,291,996 |
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | |||
Granted stock options (shares) | 0 | 0 | (305,544) |
Forfeited stock options (shares) | 363,380 | 150,074 | 455,691 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant [Roll Forward] | |||
Restricted shares (shares) | (795,805) | (410,496) | (526,663) |
Forfeited stock options (shares) | 206,471 | 74,957 | 69,375 |
Stock Options, Restricted Sha64
Stock Options, Restricted Shares and Warrants (Summary of Outstanding Stock Options) (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number of Shares, Beginning Balance (shares) | 2,426,836 | 2,716,317 | 3,312,523 | |
Number of Shares, Granted (shares) | 0 | 0 | 305,544 | |
Number of Shares, Exercised (shares) | (46,410) | (139,407) | (446,059) | |
Number of Shares, Forfeited (shares) | (363,380) | (150,074) | (455,691) | |
Number of Shares, Ending Balance (shares) | 2,017,046 | 2,426,836 | 2,716,317 | 3,312,523 |
Number of Shares, Exercisable (shares) | 1,811,146 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Weighted Average Exercise Price, Beginning Balance (in dollars per share) | $ 3.50 | $ 3.43 | $ 3.42 | |
Weighted Average Exercise Price, Granted Stock Options (in dollars per share) | 0 | 0 | 1.98 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 2.09 | 2.46 | 2.25 | |
Weighted Average Exercise Price, Forfeited (in dollars per share) | 4.68 | 3.13 | 3.26 | |
Weighted Average Exercise Price, Ending Balance (in dollars per share) | 3.32 | 3.50 | 3.43 | $ 3.42 |
Weighted Average Fair Value of Options Granted (usd per share) | $ 0 | $ 0 | $ 1.32 | $ 1.23 |
Aggregate Intrinsic Value, Outstanding | $ 0 | |||
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stock Options, Restricted Sha65
Stock Options, Restricted Shares and Warrants (Summary of Exercise Price Range) (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Outstanding (shares) | 2,017,046 | 2,426,836 | 2,716,317 | 3,312,523 |
Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 15 days | |||
Weighted Average Exercise Price (usd per share) | $ 3.32 | $ 3.50 | $ 3.43 | $ 3.42 |
Vested (shares) | 1,811,146 | |||
Weighted Average Exercise Price (usd per share) | $ 3.43 | |||
$1.62 - 2.20 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 1.62 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 2.20 | |||
Outstanding (shares) | 684,476 | |||
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 5 days | |||
Weighted Average Exercise Price (usd per share) | $ 1.98 | |||
Vested (shares) | 558,776 | |||
Weighted Average Exercise Price (usd per share) | $ 1.98 | |||
$2.41 - 2.75 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 2.41 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 2.75 | |||
Outstanding (shares) | 373,144 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 2 months 27 days | |||
Weighted Average Exercise Price (usd per share) | $ 2.45 | |||
Vested (shares) | 360,744 | |||
Weighted Average Exercise Price (usd per share) | $ 2.44 | |||
$2.86 - 4.28 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 2.86 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 4.28 | |||
Outstanding (shares) | 719,971 | |||
Weighted Average Remaining Contractual Life (Years) | 4 years 26 days | |||
Weighted Average Exercise Price (usd per share) | $ 3.41 | |||
Vested (shares) | 652,171 | |||
Weighted Average Exercise Price (usd per share) | $ 3.44 | |||
$4.49 - 4.76 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 4.49 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 4.76 | |||
Outstanding (shares) | 25,400 | |||
Weighted Average Remaining Contractual Life (Years) | 2 years 4 months 24 days | |||
Weighted Average Exercise Price (usd per share) | $ 4.64 | |||
Vested (shares) | 25,400 | |||
Weighted Average Exercise Price (usd per share) | $ 4.64 | |||
$5.35 - 5.44 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 5.35 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 5.44 | |||
Outstanding (shares) | 77,204 | |||
Weighted Average Remaining Contractual Life (Years) | 3 years 11 days | |||
Weighted Average Exercise Price (usd per share) | $ 5.39 | |||
Vested (shares) | 77,204 | |||
Weighted Average Exercise Price (usd per share) | $ 5.39 | |||
$ 9 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | $ 9 | |||
Outstanding (shares) | 27,000 | |||
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 13 days | |||
Weighted Average Exercise Price (usd per share) | $ 9 | |||
Vested (shares) | 27,000 | |||
Weighted Average Exercise Price (usd per share) | $ 9 | |||
$10.14 - 11.61 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Price Range, Lower Range Limit (usd per share) | 10.14 | |||
Exercise Price Range, Upper Range Limit (usd per share) | $ 11.61 | |||
Outstanding (shares) | 109,851 | |||
Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 28 days | |||
Weighted Average Exercise Price (usd per share) | $ 10.87 | |||
Vested (shares) | 109,851 | |||
Weighted Average Exercise Price (usd per share) | $ 10.87 |
Stock Options, Restricted Sha66
Stock Options, Restricted Shares and Warrants (Schedule of Restricted Shares) (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Compensation expense | $ 1,462,000 | $ 1,499,000 | $ 1,593,000 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding, beginning of the period (shares) | 704,688 | ||
Shares issued (shares) | 795,805 | ||
Shares vested (shares) | (240,633) | ||
Shares forfeited (shares) | (206,471) | ||
Shares outstanding, end of the period (shares) | 1,053,389 | 704,688 | |
Per share price on grant date (usd per share) | $ 2.06 | ||
Compensation expense | $ 1,306,191 | ||
Restricted shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Per share price on grant date (usd per share) | $ 1.34 | ||
Restricted shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Per share price on grant date (usd per share) | $ 2.62 |
Stock Options, Restricted Sha67
Stock Options, Restricted Shares and Warrants (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fiscal 2,017 | $ 1,113 |
Fiscal 2,018 | 771 |
Fiscal 2,019 | 274 |
Fiscal 2,020 | 72 |
Fiscal 2,021 | 12 |
Thereafter | 0 |
Total compensation cost | $ 2,242 |
Remaining weighted average expected term | 2 years 7 months |
Stock Options, Restricted Sha68
Stock Options, Restricted Shares and Warrants (Outstanding Warrants) (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2016 | |
Class of Warrant or Right, Outstanding [Roll Forward] | |||
Number of Shares Outstanding, Beginning of period (shares) | 38,980 | 38,980 | |
Number of Shares Outstanding, Issued (shares) | 0 | 0 | |
Number of Shares Outstanding, Exercised (shares) | (38,980) | 0 | |
Number of Shares Outstanding, Cancelled (shares) | 0 | 0 | |
Number of Shares Outstanding, End of period (shares) | 0 | 38,980 | |
Number of shares outstanding, End of period (shares) | 38,980 | 38,980 | 0 |
Weighted Average Exercise Price, Beginning of Period (USD per share) | $ 2.25 | $ 2.25 | |
Weighted Average Exercise Price, Issued (USD per share) | 0 | 0 | |
Weighted Average Exercise Price, Exercised (USD per share) | 2.25 | 0 | |
Weighted Average Exercise Price, Cancelled (USD per share) | 0 | 0 | |
Weighted Average Exercise Price, End of Period (USD per share) | 0 | 2.25 | |
Weighted Average Exercise Price, End of Period (USD per share) | $ 2.25 | $ 2.25 | $ 0 |
Segment Data (Reconciliation of
Segment Data (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Corporate and Other | |||||||||||
Revenues | $ 18,576 | $ 16,751 | $ 15,728 | $ 16,587 | $ 19,366 | $ 26,138 | $ 13,393 | $ 13,313 | $ 67,642 | $ 72,210 | $ 88,623 |
Operating (Loss) Profit | (19,921) | (31,936) | (8,343) | ||||||||
Depreciation and Amortization | 4,165 | 4,183 | 4,538 | ||||||||
Capital Expenditures | 401 | 2,006 | 410 | ||||||||
U.S. Markets | |||||||||||
Corporate and Other | |||||||||||
Revenues | 38,841 | 37,778 | 38,766 | ||||||||
Operating (Loss) Profit | (4,958) | (12,542) | (1,012) | ||||||||
Depreciation and Amortization | 1,168 | 1,711 | 2,667 | ||||||||
Capital Expenditures | 72 | 626 | 276 | ||||||||
Engineered Systems | |||||||||||
Corporate and Other | |||||||||||
Revenues | 26,325 | 33,454 | 49,857 | ||||||||
Operating (Loss) Profit | (6,982) | (12,431) | 1,260 | ||||||||
Depreciation and Amortization | 1,987 | 1,404 | 302 | ||||||||
Capital Expenditures | 43 | 495 | 0 | ||||||||
Distribution Services | |||||||||||
Corporate and Other | |||||||||||
Revenues | 2,476 | 978 | 0 | ||||||||
Operating (Loss) Profit | (632) | (455) | 0 | ||||||||
Depreciation and Amortization | 71 | 32 | 0 | ||||||||
Capital Expenditures | 10 | 40 | 0 | ||||||||
Corporate and Other | |||||||||||
Corporate and Other | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Operating (Loss) Profit | (7,349) | (6,508) | (8,591) | ||||||||
Depreciation and Amortization | 939 | 1,036 | 1,569 | ||||||||
Capital Expenditures | $ 276 | $ 845 | $ 134 |
Segment Data (Reconciliation 70
Segment Data (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Corporate and Other | ||
Total Assets | $ 70,875 | $ 87,805 |
Deferred Revenue | 1,265 | 1,518 |
U.S. Markets | ||
Corporate and Other | ||
Total Assets | 18,503 | 27,769 |
Deferred Revenue | 167 | 157 |
Engineered Systems | ||
Corporate and Other | ||
Total Assets | 21,885 | 27,435 |
Deferred Revenue | 1,098 | 1,361 |
Distribution Services | ||
Corporate and Other | ||
Total Assets | 1,386 | 261 |
Deferred Revenue | 0 | 0 |
Corporate and Other | ||
Corporate and Other | ||
Total Assets | 29,101 | 32,340 |
Deferred Revenue | $ 0 | $ 0 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total revenue | $ 18,576 | $ 16,751 | $ 15,728 | $ 16,587 | $ 19,366 | $ 26,138 | $ 13,393 | $ 13,313 | $ 67,642 | $ 72,210 | $ 88,623 |
Gross profit | 4,618 | 4,708 | 2,913 | 3,758 | 2,982 | 3,824 | (10,555) | 2,612 | 15,997 | (1,137) | 22,980 |
Net income (loss) | $ (10,870) | $ (2,004) | $ (3,600) | $ (3,652) | $ (4,693) | $ (4,663) | $ (18,346) | $ (4,359) | $ (20,126) | $ (32,061) | $ (6,199) |
Basic net income per share (in usd per share) | $ (0.39) | $ (0.07) | $ (0.13) | $ (0.13) | $ (0.19) | $ (0.21) | $ (0.84) | $ (0.20) | $ (0.73) | $ (1.43) | $ (0.30) |
Shares used in basic per share calculation | 27,759,000 | 27,672,000 | 27,598,000 | 27,482,000 | 24,071,000 | 21,883,000 | 21,820,000 | 21,669,000 | 27,627,693 | 22,353,419 | 20,987,964 |
Diluted net income per share (in usd per share) | $ (0.39) | $ (0.07) | $ (0.13) | $ (0.13) | $ (0.19) | $ (0.21) | $ (0.84) | $ (0.20) | $ (0.73) | $ (1.43) | $ (0.30) |
Shares used in diluted per share calculation | 27,759,000 | 27,672,000 | 27,598,000 | 27,482,000 | 24,071,000 | 21,883,000 | 21,820,000 | 21,669,000 | 27,627,693 | 22,353,419 | 20,987,964 |