UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-33887
Orion Energy Systems, Inc.
(Exact name of Registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of
incorporation or organization)
2210 Woodland Drive, Manitowoc, WI
(Address of principal executive offices)
39-1847269
(I.R.S. Employer
Identification No.)
54220
(Zip Code)
(920) 892-9340
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the act:
Title of Each Class
Trading Symbol (s)
Common stock, no par value
OESX
Common stock purchase rights
Name of Each Exchange on Which Registered
The Nasdaq Stock Market LLC
(NASDAQ Capital Market)
The Nasdaq Stock Market LLC
(NASDAQ Capital Market)
Securities registered pursuant to Section 12(g) of the act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an "emerging
growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of
the Exchange Act:
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes No
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of shares of the Registrant’s common stock held by non-affiliates as of September 30, 2019, the last business day of the Registrant’s
most recently completed second fiscal quarter, was approximately $65,729,416.
As of May 31, 2020, there were 30,274,101 shares of the Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2020 Annual Meeting of Shareholders to be held on August 6, 2020 are incorporated herein by reference in
Part III of this Annual Report on Form 10-K.
ORION ENERGY SYSTEMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED March 31, 2020
Table of Contents
PART I
Item 1 Business
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Mine Safety Disclosures
PART II
Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 6 Selected Financial Data
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8 Financial Statements and Supplementary Data
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A Controls and Procedures
Item 9B Other Information
Item 10 Directors, Executive Officers and Corporate Governance
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14 Principal Accountant Fees and Services
PART III
PART IV
Item 15 Exhibits and Financial Statement Schedules
Item 16 10-K Summary
Signatures
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements that are based on Orion Energy Systems, Inc's ("Orion",
"we", "us", "our" and similar references) beliefs and assumptions and on information currently available to us. When used in this
Form 10-K, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “will,” “would” and similar expressions identify forward-looking statements. Although we believe that our plans,
intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions or expectations are
based on assumptions, are subject to risks and uncertainties, and may not be achieved. These statements are based on assumptions
made by us based on our experience and perception of historical trends, current conditions, expected future developments and other
factors that we believe are appropriate under the current circumstances. Such statements are subject to a number of risks and
uncertainties, many of which are beyond our control. Our actual results, performance or achievements could differ materially from
those contemplated, expressed or implied by the forward-looking statements contained in this Form 10-K. Important factors could
cause actual results to differ materially from our forward-looking statements. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Also, forward-looking statements represent our beliefs and assumptions only as of the
date of this Form 10-K, including particularly the Risk Factors described under Part I. Item 1A. of this Form 10-K. All forward-
looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary
statements set forth in this Form 10-K. Actual events, results and outcomes may differ materially from our expectations due to a
variety of factors. Although it is not possible to identify all of these factors, they include, among others, the following:
• our ability to manage general economic, business and geopolitical conditions, including the impacts of natural disasters,
pandemics and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19
pandemic;
•
the deterioration of market conditions, including our dependence on customers' capital budgets for sales of products and
services, and adverse impacts on costs and the demand for our products as a result of factors such as the COVID-19
pandemic and the implementation of tariffs;
• our ability to successfully launch, manage and maintain our refocused business strategy to successfully bring to market new
and innovative product and service offerings ;
• our recent and expected fiscal 2021 reliance on revenue generated from the retrofit of a few national account projects;
• our lack of major sources of recurring revenue, our dependence on a limited number of key customers, and the potential
consequences of the loss of one or more key customers or suppliers, including key contacts at such customers;
• our ability to identify and successfully complete transactions with suitable acquisition candidates in the future as part of our
growth strategy;
•
the availability of additional debt financing and/or equity capital to pursue our evolving strategy and sustain our growth
initiatives;
• our risk of potential loss related to single or focused exposure within the current customer base and product offerings;
• our ability to sustain our profitability and positive cash flows;
• our ability to differentiate our products in a highly competitive and converging market, expand our customer base and gain
market share;
• our ability to manage and mitigate downward pressure on the average selling prices of our products as a result of
competitive pressures in the light emitting diode ("LED") market;
• our ability to manage our inventory and avoid inventory obsolescence in a rapidly evolving LED market;
•
the reduction or elimination of investments in, or incentives to adopt, LED lighting and solar power technologies;
• our increasing reliance on third parties for the manufacture and development of products, product components, as well as
the provision of certain services;
• our increasing emphasis on selling more of our products through third party distributors and sales agents, including our
ability to attract and retain effective third party distributors and sales agents to execute our sales model;
• our ability to develop and participate in new product and technology offerings or applications in a cost effective and timely
manner;
• our ability to maintain safe and secure information technology systems;
• our failure to comply with the covenants in our revolving credit agreement;
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• our ability to recruit, hire and retain talented individuals in all disciplines of our company;
• our ability to balance customer demand and production capacity;
• our ability to maintain an effective system of internal control over financial reporting;
• price fluctuations (including as a result of tariffs), shortages or interruptions of component supplies and raw materials used
to manufacture our products;
• our ability to defend our patent portfolio and license technology from third parties;
•
•
•
a reduction in the price of electricity;
the cost to comply with, and the effects of, any current and future industry and government regulations, laws and policies;
the sale of our corporate office building which will likely result in a non-cash impairment charge; and
• potential warranty claims in excess of our reserve estimates.
You are urged to carefully consider these factors and the other factors described under Part I. Item 1A. “Risk Factors” when
evaluating any forward-looking statements, and you should not place undue reliance on these forward-looking statements.
Except as required by applicable law, we assume no obligation to update any forward-looking statements publicly or to update
the reasons why actual results could differ materially from those anticipated in any forward-looking statements, even if new
information becomes available in the future.
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ITEM 1.
BUSINESS
As used herein, unless otherwise expressly stated or the context otherwise requires, all references to “Orion,” “we,” “us,”
“our,” “Company” and similar references are to Orion Energy Systems, Inc. and its consolidated subsidiaries.
Overview
We provide state-of-the-art light emitting diode (“LED”) lighting, wireless Internet of Things (“IoT”) enabled control solutions,
project engineering, design energy project management and maintenance services. We research, design, develop, manufacture, market,
sell, install, and implement energy management systems consisting primarily of high-performance, energy-efficient commercial and
industrial interior and exterior lighting systems and related services. Our products are targeted for applications in three primary market
segments: commercial office and retail, exterior area lighting, and industrial applications, although we do sell and install products into
other markets. Virtually all of our sales occur within North America.
Our lighting products consist primarily of LED lighting fixtures, many of which include IoT enabled control systems. Our
principal customers include large national account end-users, federal and state government facilities, large regional account end-users,
electrical distributors, electrical contractors and energy service companies ("ESCOs"). A substantial amount of our products are
manufactured at our leased production facility located in Manitowoc, Wisconsin. In addition, certain products and components are
sourced from third parties in order to provide versatility in our product development and portfolio.
We have significant experience offering our comprehensive project management services to national and regional account
customers as well as federal and state government facilities to retrofit their multiple locations. Our comprehensive services include
initial site surveys and audits, utility incentive and government subsidy management, engineering design, and project management
from delivery through to installation and controls integration.
We believe the market for LED lighting products and related services continues to grow. Due to their size and flexibility in
application, we also believe that LED lighting systems can address opportunities for retrofit applications that cannot be satisfied by
other lighting technologies. Our LED lighting technologies and related services have become the primary component of our revenue
as we continue to strive to be a leader in the LED market.
We generally do not have long-term contracts with our customers that provide us with recurring revenue from period to period
and we typically generate substantially all of our revenue from sales of lighting systems and related services to governmental,
commercial and industrial customers on a project-by-project basis. We also perform work under global services or product purchasing
agreements with major customers with sales completed on a purchase order basis. The loss of, or substantial reduction in sales to, any
of our significant customers, or our current single largest customer, or the termination or delay of a significant volume of purchase
orders by one or more key customers, could have a material adverse effect on our results of operations in any given future period.
We typically sell our lighting systems in replacement of our customers’ existing lighting fixtures. We call this replacement
process a "retrofit". We frequently sell our products and services directly to our customers and in many cases we provide design and
installation as well as project management services. We also sell our lighting systems on a wholesale basis, principally to electrical
distributors, electrical contractors and ESCOs to sell to their own customer bases.
The gross margins of our products can vary significantly depending upon the types of products we sell, with gross margins
typically ranging from 10% to 50%. As a result, a change in the total mix of our sales among higher or lower gross margin products
can cause our profitability to fluctuate from period to period.
Our fiscal year ends on March 31. We refer to our current fiscal year which will end on March 31, 2020 as "fiscal 2020". We
refer to our most recently completed fiscal year, which ended on March 31, 2019, as “fiscal 2019”, and our prior fiscal year which
ended on March 31, 2018 as "fiscal 2018". Our fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter ends
on September 30, our fiscal third quarter ends on December 31, and our fiscal fourth quarter ends on March 31.
Reportable Segments
Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision
maker ("CODM") regularly reviews when allocating resources and assessing performance. Our CODM is our chief executive officer.
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We have three reportable segments: Orion Engineered Systems Division ("OES"), and Orion Distribution Services Division ("ODS"),
and Orion U.S. Markets Division ("USM").
For financial results by reportable segment, please refer to Note 18 – Segment Data in our consolidated financial statements
included in Item 8. of this Annual Report.
Orion Engineered Systems Division
Our OES segment develops and sells lighting products and provides construction and engineering services for our commercial
lighting and energy management systems. OES provides engineering, design, lighting products and in many cases turnkey solutions
for large national accounts, governments, municipalities, schools and other customers.
Orion Distribution Services Division
Our ODS segment sells lighting products through manufacturer representative agencies and a network of North American
broadline and electrical distributors and contractors.
Orion U.S. Markets Division
Our USM segment sells commercial lighting systems and energy management systems to the wholesale contractor markets.
USM customers include ESCOs and contractors.
Our Market Opportunity
We provide enterprise-grade LED lighting and energy project solutions. We are primarily focused on providing commercial and
industrial facilities lighting retrofit solutions in North America using solid-state LED technology. We believe the market for lighting
products has shifted to LED lighting systems and continues to grow. We believe that LED lighting technology allows for better optical
performance, significantly reduced maintenance costs due to performance longevity and reduced energy consumption. Due to their
size and flexibility in application, we also believe that LED lighting systems can address opportunities for retrofit applications that
cannot be satisfied by other technologies.
Our products deliver energy savings and efficiency gains to our commercial and industrial customers without compromising
their quantity or quality of light. We estimate that our energy management systems reduce our customers’ legacy lighting-related
electricity costs by approximately 50% or greater, while maintaining their quantity of light after the reduced wattage and improving
overall lighting quality when replacing traditional fixtures. Our customers with legacy lighting systems typically realize a one to four-
year payback period, and most often 18 – 24 months, from electricity cost savings generated by our lighting systems without
considering utility incentives or government subsidies. Energy-efficient lighting systems are cost-effective and environmentally
responsible solutions allowing end users to reduce operating expenses.
We serve government and private sector end-customers in the following primary markets: commercial office and retail, exterior
area lighting and industrial applications.
Commercial office and retail. Our commercial office and retail market includes commercial office buildings, retail store fronts,
government offices, schools, hospitals and other buildings with traditional 10 to 12 foot ceiling heights. We believe we have the
opportunity to increase our revenue by serving this market with our LED Door Retrofit, or LDRTM, lighting solutions.
Exterior Area lighting. Our market for area lighting includes parking garages, surface lots, automobile dealerships and gas
service stations.
Industrial applications. Our market for industrial facilities includes manufacturing facilities, distribution and warehouse
facilities, government buildings and agricultural buildings. These facilities typically contain "high-bay" lighting fixtures.
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Commercial and industrial facilities in the United States employ a variety of lighting technologies, including HID, traditional
fluorescents, LED and incandescent lighting fixtures. We estimate that approximately 50% of this market still utilizes inefficient high
intensity discharge ("HID") lighting technologies. Our lighting systems typically replace less efficient HID, HIF fixtures, and earlier
generation of LED fixtures.
We believe that utilities within the United States recognize the importance of energy efficiency as an economical means to
manage capacity constraints and as a low-cost alternative when compared to the construction costs of building new power plants.
Accordingly, many of these utilities are continually focused on demand reduction through energy efficiency. According to our research
of individual state and utility programs, utilities design and fund programs that promote or deliver energy efficiency through
legislation, regulation or voluntary action. Our product sales are not solely dependent upon these incentive programs, but we do
believe that these incentive programs provide an important benefit as our customers evaluate their out-of-pocket cash investments.
Our Solution
Value Proposition. We estimate our LED lighting systems generally reduce lighting-related electricity costs by approximately
50% or greater, compared to legacy fixtures, while retaining the quantity of light and improving overall lighting quality.
Multi-Facility Roll-Out Capability. We offer our customers a single source, turnkey solution for project implementation in which
we manage and maintain responsibility for entire multi-facility rollouts of our energy management solutions across North American
commercial and industrial facility portfolios. This capability allows us to offer our customers an orderly, timely and scheduled process
for recognizing energy reductions and cost savings.
Rapid Payback Period. In most retrofit projects where we replace HID and HIF fixtures, our customers typically realize a one to
four year, but most often 18 – 24 months, payback period on our lighting systems. These returns are achieved without considering
utility incentives or government subsidies (although subsidies and incentives are continually being made available to our customers in
connection with the installation of our systems that further shorten payback periods).
Easy Installation, Implementation and Maintenance. Most of our fixtures are designed with a lightweight construction and
modular plug-and-play architecture that allows for fast and easy installation, facilitates maintenance, and integration of other
components of our energy management system. Our office LED Troffer Door Retrofit ("LDRTM") products are designed to allow for
fast and easy installation without disrupting the ceiling space or the office workspace. We believe our system’s design reduces
installation time and expense compared to other lighting solutions, which further improves our customers’ return on investment. We
also believe that our use of standard components reduces our customers’ ongoing maintenance costs.
Expanded Product Offerings. We are committed to continuing to develop LED product offerings in all of the markets we serve.
Our third generation of ISON® class of LED interior fixture delivers a market leading up to 214 lumens per watt. This advancement
means our customers can get more light with less energy, and sometimes fewer fixtures, than with any other product on the market. We
have also recently launched a variety of new products, features and functionality targeting healthcare, food service, high and low
temperature environments and other market segments. Our lighting products also may be configured to include IoT enabled control
systems. See "Products and Services" below.
Environmental Benefits. By allowing for the permanent reduction of electricity consumption, we believe our energy
management systems reduce indirect CO2 emissions that are a negative by-product of energy generation.
Our Competitive Strengths
Compelling Value Proposition. By permanently reducing lighting-related electricity usage, our systems enable our customers to
achieve significant cost savings, without compromising quantity and quality of light in their facilities. As a result, our products offer
our customers a rapid return on their investment, without relying on government subsidies or utility incentives.
Comprehensive Project Management. We offer our customers a single source solution whereby we manage and are responsible
for an entire retrofit lighting project, from initial site surveys and energy audits through to installation and controls integration. Our
ability to offer such comprehensive turnkey project management services, coupled with best-in-class customer service, allows us to
deliver energy reductions and cost savings to our customers in timely, orderly and planned multi-facility rollouts nationwide. We
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believe one of our competitive advantages is our ability to deliver full turnkey LED lighting project capabilities. These turnkey
services were the principal reason we achieved significant revenue growth in fiscal 2020 as we executed on our commitment to retrofit
multiple locations for a major national account customer. Our success in the national account market segment centers on our turnkey
design, engineering, manufacturing and project management capabilities, which represent a very clear competitive advantage for us
among large enterprises seeking to benefit from the illumination benefits and energy savings of LED lighting across locations
nationwide. Few LED lighting providers are organized to serve every step of a custom retrofit project in a comprehensive, non-
disruptive and timely fashion, from custom fixture design and initial site surveys to final installations. Incrementally, we are also able
to help customers deploy state-of-the-art control systems that provide even greater long-term value from their lighting system
investments.
Large and Growing Customer Base. We have developed a large and growing national customer base and have installed our
products in commercial and industrial facilities across North America. We believe that the willingness of our blue-chip customers to
install our products across multiple facilities represents a significant endorsement of our value proposition, which in turn helps us sell
our energy management systems to new customers. We intend to leverage our expertise in managing projects across multiple facilities
within our new LED product markets, which now include new customer opportunities with banks, insurance companies, hospitals, fast
food chains, retail storefronts, grocery and pharmacies.
Innovative Technology. We have developed a portfolio of United States patents primarily covering various elements of our
products. We believe these innovations allow our products to produce more light output per unit of input energy compared to our
competition. We also have patents pending that primarily cover various elements of our newly developed LED products and certain
business methods. To complement our innovative energy management products, our integrated energy management services provide
our customers with a turnkey solution either at a single facility or across their North American facility footprints. Our demonstrated
ability to innovate provides us with significant competitive advantages. Our lighting products offer significantly more light output as
measured in foot-candles of light delivered per watt of electricity consumed when compared to HID or traditional fluorescent fixtures.
Beyond the benefits of our lighting fixtures, we believe that there is also an opportunity to utilize our system platform as a “connected
ceiling” or “smart ceiling”, or a framework or network that can support the installation and integration of other solutions on a digital
platform. This “smart ceiling” can be integrated with other technologies to collect data and manage assets and resources more
efficiently. Orion’s percentage of systems utilizing IoT enabled devices has grown significantly over the past few years and we expect
this trend to continue. Our “Industrial Internet of Things” or IoT enabled devices not only contain energy management control
functions, but also have the ability to collect facility usage and traffic data as well as collect data from other facility mechanical
systems, providing our customers with a path to digitization for their business operations.
Expanded Sales and Distribution Network. In addition to selling directly to national accounts, electrical contractors and ESCOs,
we sell our lighting products and services to electrical distributors through a North American network of independent lighting
agencies. As of the end of fiscal 2020, we had 33 independent lighting agencies representing us in substantially all of North America.
We intend to continue to selectively evaluate our sales network in the future, with a focus on geographic regions where we do not
currently have a strong sales presence.
Recent Events – Impact of COVID-19
The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Our
business has been adversely impacted by measures taken by government entities and others to control the spread of the virus
beginning in March 2020, the last month of our fiscal 2020 year. As an essential business, we provide products and services to ensure
energy and lighting infrastructure and we therefore have continued to operate throughout the pandemic. Nonetheless, we did
experience a curtailment of activity in the last few weeks of our 2020 fiscal year, including the delay of project installations for our
major national account customer.
As part of our recent response to the impacts of the COVID-19, we have taken a number of cost reduction and cash conservation
measures, including reducing headcount. While restrictions have begun to lessen in certain jurisdictions during our fiscal 2021 first
quarter, stay-at-home or lockdown orders remain in effect in others, with employees asked to work remotely if possible. Some
customers and projects are in areas where travel restrictions have been imposed, certain customers have either closed or reduced on-
site activities, and timelines for the completion of multiple projects have been extended. As of the date of this report, it is not possible
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to predict the overall long-term impact the COVID-19 pandemic will have on our business, liquidity, capital resources or financial
results, although our results of operations for at least the first half of fiscal 2021 will be materially adversely affected.
Our Growth Strategies
In fiscal 2020, we continued to successfully capitalize on our capability of being a full service, turn-key provider of LED
lighting and controls systems with design, build, installation and project management services, including being awarded a very large
project for a major national account. To build on this success, we are evolving our business strategy to further leverage this unique
capability, while making targeted additions to the scope and nature of our products and services to enhance the value we can provide
to our customers. In particular, we are working to develop recurring revenue streams, including lighting and electrical maintenance
services, with an emphasis on utilizing control sensor technology to collect data and assist customers in the digitization of this data,
along with other potential services. We also plan to expand our “smart-building” and “connected ceiling” IoT capabilities, along with
related software and control technology products and services offerings. While we intend to pursue these expansion strategies
organically, we also are actively exploring potential acquisitions that could accelerate our progress. Our ability to achieve our desired
revenue and profitability goals depends on our ability to manage the adverse impact of COVID-19 and effectively execute on the
following key strategic initiatives.
Focus on executing and marketing our turnkey LED retrofit capabilities to large national account customers. We believe one of
our competitive advantages is our ability to deliver full turnkey LED lighting project capabilities starting with energy audits and site
assessments that lead to custom engineering and manufacturing through to fully managed installations. These attributes coupled with
our superior customer service, high quality designs and expedited delivery responsiveness resulted in our contract to retrofit multiple
locations for a single national account in fiscal 2020.
Continue Product Innovation. We continue to innovate, developing lighting fixtures and features that address specific customer
requirements, while also working to maintain a leadership position in energy efficiency, smart product design and installation benefits.
For interior building applications, we have recently relaunched our antimicrobial troffer fixture which supports the suppression of
bacteria, mold, fungi, and mildew, and are currently developing an air circulation troffer to support improved air circulation. We also
continue to deepen our capabilities in the integration of smart lighting controls. Our goal is to provide state-of-the-art lighting products
with modular plug-and-play designs to enable lighting system customization from basic controls to advanced IoT capabilities.
Leverage Orion’s Smart Lighting Systems to Support Internet of Things Applications. We believe we are ideally positioned to
help customers to efficiently deploy new IoT controls and applications by leveraging the “Smart Ceiling” capabilities of their Orion
solid state lighting system. IoT capabilities can include the management and tracking of facilities, personnel, resources and customer
behavior, driving both sales and lowering costs. As a result, these added capabilities provide customers an even greater return on
investment from their lighting system and make us an even more attractive partner, providing our customers with a path to digitization
for their business operations.
Develop Maintenance Service Offerings. We believe we can leverage our construction management process expertise to develop
a high-quality, quick-response, multi-location maintenance service offering. Our experience with large national customers and our
large installed base of fixtures position us well to extend a maintenance offering to historical customers, as well as to new customers.
Development of this recurring revenue stream is in the preliminary stage, but we believe there is significant market opportunity.
Support success of our ESCO and agent driven distribution sales channels. We continue to focus on building our relationships
and product and sales support for our ESCO and agent driven distribution channels. These efforts include an array of product and sales
training efforts as well as the development of new products to cater to the unique needs of these sales channels.
Products and Services
Our primary focus has been the sale of our LED lighting fixtures with integrated controls technology and related installation
services. We will continue to focus on these products and services, as well as the development of a maintenance service offering.
Currently, substantially all of our products are manufactured at our leased production facility location in Manitowoc, Wisconsin,
although as the LED market continues to evolve, we also source products and components from third parties in order to have
versatility in our product development. We are focused on researching, developing and/or acquiring new innovative LED products and
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technologies for the retrofit markets. We plan to focus our efforts on developing creative new LED retrofit products in order to offer
our customers a variety of integrated energy management services, such as system design, project management and installation.
Products
The following is a description of our primary products:
Interior LED High Bay Fixtures: Our LED interior high bay lighting products consist of our Harris high bay, ApolloTM high bay
and ISON® high bay products. Our ISON® class of LED interior fixture offers a full package of premium features, including low
total cost of ownership, optics that currently exceed competitors in terms of lumen package, delivered light, modularity and advanced
thermal management. Our third generation of ISON® class of LED interior fixture delivers up to an exceptional 214 lumens per watt.
This advancement means our customers can get more light with less energy, and sometimes fewer fixtures, compared to other products
on the market. Our ApolloTM class of LED interior fixtures is designed for new construction and retrofit projects where initial cost is
the largest factor in the purchase decision. Our Harris high bay is ideal for customers seeking a cost-effective solution to deliver
energy savings and maintenance reductions. In addition, our LED interior lighting products are lightweight and easy to handle, which
further reduces installation and maintenance costs and helps to build brand loyalty with electrical contractors and installers.
Smart Lighting Controls. We offer a broad array of smart building control systems. These control systems provide both lighting
control options (such as occupancy, daylight, or schedule control) and data intelligence capabilities for building managers to log,
monitor, and analyze use of space, energy savings, and provide physical security of the space.
The LED Troffer Door Retrofit (LDRTM): The LDRTM is designed to replace existing 4 foot by 2 foot and 2 foot by 2 foot
fluorescent troffers that are frequently found in office or retail grid ceilings. Our LDRTM product is unique in that the LED optics and
electronics are housed within the doorframe that allows for installation of the product in approximately one to two minutes. Our
LDRTM product also provides reduced maintenance expenses based upon improved LED chips.
Other Products. We also offer our customers a variety of other LED and HIF fixtures to address their lighting and energy
management needs, including fixtures designed for agribusinesses, parking lots, roadways, retail, mezzanine, outdoor applications and
private label resale.
Warranty Policy. Our warranty policy generally provides for a limited one-year warranty on our HIF products and a limited five-
year warranty on our LED products, although we do offer warranties ranging up to 10 years for certain LED products. Ballasts, lamps,
drivers, LED chips and other electrical components are excluded from our standard warranty as they are covered by separate
warranties offered by the original equipment manufacturers. We coordinate and process customer warranty inquiries and claims,
including inquiries and claims relating to ballast and lamp components, through our customer service department.
Services
We provide a range of fee-based lighting-related energy management services to our customers, including:
•
•
comprehensive site assessment, which includes a review of the current lighting and controls including IoT enabled devices
requirements and energy usage at the customer’s facility;
site field verification, or SFV, during which we perform a test implementation of our energy management system at a
customer’s facility;
• utility incentive and government subsidy management, where we assist our customers in identifying, applying for and
obtaining available utility incentives or government subsidies;
•
engineering design, which involves designing a customized system to suit our customers' facility lighting and energy
management needs, and providing the customer with a written analysis of the potential energy savings and lighting and
environmental benefits associated with the designed system;
• project management, which involves us working with the electrical contractor in overseeing and managing all phases of
implementation from delivery through installation for a single facility or through multi-facility roll-outs tied to a defined
project schedule;
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•
•
•
installation services, for our products, which we provide through our national network of qualified third-party installers;
complete facility design commissioning of IoT enabled control devices; and
recycling in connection with our retrofit installations, where we remove, dispose of and recycle our customer’s legacy
lighting fixtures.
We also provide other services that comprise a small amount of our revenue. These services primarily include management and
control of power quality and remote monitoring and control of our installed systems. We also sell and distribute replacement lamps
and fixture components into the after-market.
Our Customers
We primarily target commercial, institutional and industrial customers who have warehousing, retail, manufacturing, and office
facilities. In fiscal 2018, two customers accounted for 11.7% and 10.8% of our total revenue, respectively. In fiscal 2019, one
customer accounted for 20.7% of our total revenue. In fiscal 2020, this same customer accounted for 74.1% of our total revenue. We
expect that we will continue to experience significant customer concentration in fiscal 2021, particularly as we focus on our large
customer multi-location retrofit program. While we continue to seek to diversify our customer base by expanding our reach to national
accounts, ESCOs and the agent driven distribution channel, we expect to continue to derive a significant percentage of our revenue
from contracts with one or a few customers. These contracts are entered into in the ordinary course of business and provide that we
will deliver products and services on a work order or purchase order basis and any purchase order may be terminated prior to
shipment. These contracts generally do not guarantee that the customer will buy our products or services.
The amount and concentration of our revenues with one or more customer may fluctuate on a year to year or quarter to quarter
basis depending on the number of purchase orders issued by our customers. The loss of a significant customer or the termination of a
material volume of purchase orders (or the underlying agreements) could have a material adverse effect on our results of operations.
Additionally, the COVID-19 pandemic has resulted in the delay of multiple customer projects, and we expect these resulting delays
will have a material adverse effect on our results of operations in at least the first half fiscal 2021.
Sales and Marketing
We sell our products in one of three ways: (i) directly with our relationships with our national account partners; (ii) indirectly
through independent sales agencies and broadline North American distributors; and (iii) through ESCOs. Our ODS segment focuses
on developing and expanding customer relationships with independent manufacturer’s agents and broadline distributors. As of the end
of fiscal 2020 we had 33 independent lighting agencies representing us in substantially all of North America expanding our reach with
broadline distributors. We attempt to leverage the customer relationships of these distributors to further extend the geographic scope of
our selling efforts. We work cooperatively with our indirect channels through participation in national trade organizations and by
providing training on our sales methodologies.
We have historically focused our marketing efforts on traditional direct advertising, as well as developing brand awareness
through customer education and active participation in trade shows and energy management seminars. These efforts have included
participating in national, regional and local trade organizations, exhibiting at trade shows, executing targeted direct mail campaigns,
advertising in select publications, public relations campaigns, social media and other lead generation and brand-building initiatives.
Competition
The market for energy-efficient lighting products and services is fragmented. We face strong competition primarily from
manufacturers and distributors of lighting products and services as well as electrical contractors. We compete primarily on the basis of
technology, cost, performance, quality, customer experience, energy efficiency, customer service and marketing support.
There are a number of lighting fixture manufacturers that sell LED and HIF products that compete with our lighting product
lines. Lighting companies such as Acuity Brands, Inc., Energy Focus, Inc., Signify Co., Cree, Inc., LSI Industries, Inc., Revolution
Lighting Technologies Inc., General Electric Co., and Hubbell Incorporated are some of our main competitors within the commercial
office, retail and industrial markets. We are also facing increased competition from manufacturers in low-cost countries.
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We also face competition from companies who provide energy management services. Some of these competitors, such as
Ameresco, Inc., Johnson Controls International and Honeywell International, provide basic systems and controls designed to further
energy efficiency.
Intellectual Property
As of March 31, 2020, we had been issued over one hundred United States patents and have applied for a number of additional
United States patents. The patented and patent pending technologies cover various innovative elements of our products, including our
HIF and LED fixtures. Our patented LDRTM product allows for a significantly quicker installation when compared to competitor's
commercial office lighting products. Our smart lighting controls allow our lighting fixtures to selectively provide a targeted amount of
light where and when it is needed most.
We believe that our patent portfolio as a whole is material to our business. We also believe that our patents covering our ability
to manage the thermal and optical performance of our LED and HIF lighting products are material to our business, and that the loss of
these patents could significantly and adversely affect our business, operating results and prospects.
Backlog
Backlog represents the amount of revenue that we expect to realize in the future as a result of firm, committed orders. Our
backlog as of March 31, 2020 and March 31, 2019 totaled $18.6 million and $10.8 million, respectively. The higher backlog at March
31, 2020, compared to the prior year period, was primarily due to delays in pending project installations due to the COVID-19
pandemic. We generally expect our backlog to be recognized as revenue within one year, although the COVID-19 pandemic may
extend this time period.
Manufacturing and Distribution
We lease an approximately 197,000 square foot manufacturing and distribution facility located in Manitowoc, Wisconsin, where
substantially all of our products are manufactured.
We generally maintain a significant supply of raw material and purchased and manufactured component inventory. We contract
with transportation companies to ship our products and manage all aspects of distribution logistics. We generally ship our products
directly to the end user.
Research and Development
Our research and development efforts are centered on developing new LED products and technologies and enhancing existing
products. The products, technologies and services we are developing are focused on increasing end user energy efficiency and
enhancing lighting output. Over the last three fiscal years, we have focused our development on additional LED products, resulting in
our development and commercialization of several new suites of LED interior high bay products.
We operate research and development lab and test facilities in our Jacksonville, Florida and Manitowoc, Wisconsin locations.
Regulatory Matters
Our operations are subject to federal, state, and local laws and regulations governing, among other things, emissions to air,
discharge to water, the remediation of contaminated properties and the generation, handling, storage, transportation, treatment, and
disposal of, and exposure to, waste and other materials, as well as laws and regulations relating to occupational health and safety. We
believe that our business, operations, and facilities are being operated in compliance in all material respects with applicable
environmental and health and safety laws and regulations.
State, county or municipal statutes often require that a licensed electrician be present and supervise each retrofit project. Further,
all installations of electrical fixtures are subject to compliance with electrical codes in virtually all jurisdictions in the United States. In
cases where we engage independent contractors to perform our retrofit projects, we believe that compliance with these laws and
regulations is the responsibility of the applicable contractor.
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Our Corporate and Other Available Information
We were incorporated as a Wisconsin corporation in April 1996 and our corporate headquarters are located at 2210 Woodland
Drive, Manitowoc, Wisconsin 54220. Our Internet website address is www.orionlighting.com. Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the investor
relations page of our internet website free of charge as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission, or the SEC. We are not including the information contained on our website as
part of, or incorporating it by reference into, this report.
Employees
As of March 31, 2020, we had approximately 176 full-time employees. We also employ temporary employees in our
manufacturing facility as demand requires, at times up to 130 temporary employees. As of March 31, 2020, due to the COVID-19
pandemic, we employed 5 temporary employees. Our employees are not represented by any labor union, and we have never
experienced a work stoppage or strike due to employee relations.
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ITEM 1A.
RISK FACTORS
You should carefully consider the risk factors set forth below and in other reports that we file from time to time with the
Securities and Exchange Commission and the other information in this Annual Report on Form 10-K. The matters discussed in the
following risk factors, and additional risks and uncertainties not currently known to us or that we currently deem immaterial, could
have a material adverse effect on our business, financial condition, results of operations and future growth prospects and could cause
the trading price of our common stock to decline.
Our business is currently, and could be in the future, negatively impacted by the recent Coronavirus (“COVID-19”) outbreak.
An outbreak of a novel strain of coronavirus, COVID-19 has severely restricted the level of economic activity around the world.
In response to this COVID-19 outbreak, the governments of many countries, states, cities and other geographic regions have taken
preventative or protective actions, such as imposing restrictions on travel and business operations. Temporary closures of businesses
have been ordered and numerous other businesses have temporarily closed voluntarily. These measures, while intended to protect
human life, are expected to have significant adverse impacts on domestic and foreign economies of uncertain severity and duration.
The current outbreak or continued spread of COVID-19 has caused an economic slowdown, and it is possible that it could cause a
global recession. Currently, the effectiveness of economic stabilization efforts being taken to mitigate the effects of these actions and
the spread of COVID-19 is uncertain.
A public health pandemic, including COVID-19, poses the risk that we and our affiliates, employees, suppliers, customers and
others may be prevented from conducting business activities for an indefinite period of time, including as a result of shutdowns, travel
restrictions and other actions that may be requested or mandated by governmental authorities. Such actions may prevent us from
accessing the facilities of our customers to deliver and install products, provide services and complete maintenance. In addition, we
have experienced customers choosing to delay projects, and in the future our customers may choose to further delay or cancel projects,
on which we provide products and/or services as a result of such actions. Further, we have experienced, and may continue to
experience, disruptions or delays in our supply chain as a result of such actions. While a substantial portion of our businesses have
been classified as an essential business in jurisdictions in which facility closures have been mandated, we can give no assurance that
this will not change in the future or that our businesses will be classified as essential in each of the jurisdictions in which we operate.
This COVID-19 outbreak has impacted, and may continue to impact, our office and manufacturing locations, as well as those of
its third-party vendors, including through the effects of facility closures, reductions in operating hours and other social distancing
efforts. For example, we have modified its business practices (including employee travel, employee work locations, and cancellation
of physical participation in meetings, events and conferences), and we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, customers, partners, and suppliers. These modifications to
our business practices, including any future actions we take, may cause us to experience reductions in productivity and disruptions to
our business routines. For example, we temporarily suspended operations at our manufacturing facility after one of our employees
tested positive for COVID-19 in order to conduct a deep clean of the facility in order to ensure the safety of our employees.
Our management of the impact of COVID-19 has and will continue to require significant investment of time from our
management and employees, as well as resources across our global enterprise. The focus on managing and mitigating the impacts of
COVID-19 on our business may cause us to divert or delay the application of our resources toward new initiatives or investments,
which may adversely impact our future results of operations. In addition, issues relating to the COVID-19 pandemic may result in
legal claims or litigation against us.
The impact of COVID-19 has caused significant uncertainty and volatility in the credit markets. We rely on the credit markets to
provide us with liquidity to operate and grow our businesses beyond the liquidity that operating cash flows provide. If our access to
capital were to become significantly constrained or if costs of capital increased significantly due the impact of COVID-19, including
volatility in the capital markets, a reduction in our credit ratings or other factors, then our financial condition, results of operations and
cash flows could be adversely affected.
We may also experience impacts from market downturns and changes in consumer behavior related to pandemic fears and
impacts on its workforce as a result of COVID-19. For example, we have experienced a recent decline in demand in our businesses as
a result of the impact of efforts to contain the spread of COVID-19. If the COVID-19 pandemic becomes more pronounced in our
markets or experiences a resurgence in markets recovering from the spread of COVID-19, or if another significant natural disaster or
pandemic were to occur in the future, our operations in areas impacted by such events could experience further adverse financial
impacts due to market changes and other resulting events and circumstances. The extent to which the COVID-19 outbreak further
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impacts our results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and
cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19
and the actions to contain its impact or recurrence. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of
this Annual Report on Form 10-K, any of which could have a material effect on our financial condition, results of operations and cash
flows.
Adverse conditions in the global economy have negatively impacted, and could in the future negatively impact, our customers,
suppliers and business.
Our operations and performance are impacted by worldwide economic conditions. Uncertainty about global economic
conditions, including the impact of the COVID-19 pandemic, have and could result in customers postponing purchases of our products
and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other
macroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our
results of operations, financial condition and cash flows. For example, the Company has experienced a recent decline in demand in its
businesses as a result of the impact of efforts to contain the spread of COVID-19 and any economic and political uncertainty caused
by the United States tariffs imposed on other countries, and any corresponding tariffs from such other countries in response, may
negatively impact demand and/or increase the cost for our products and components used in our products.
There continues to be a great amount of debate regarding a wide range of policy options with respect to monetary, regulatory,
and trade, amongst others, that the U.S. federal government has and may pursue, including the imposition of tariffs on certain imports.
Certain sourced finished products and certain of the components used in our products are impacted by tariffs imposed on China
imports. Our efforts to mitigate the impact of added costs include a variety of activities, such as sourcing from non-tariff impacted
countries and raising prices. If we are unable to successfully mitigate the impacts of these tariffs and other trade policies, our results of
operations, financial condition and cash flows may be materially adversely affected.
In addition, global economic and political uncertainty caused by the COVID-19 pandemic has led many customers to adopt
strategies for conserving cash, including limits on capital spending. Our lighting systems are often purchased as capital assets and
therefore are subject to capital availability. Uncertainty around such availability, including as a result of the COVID-19 pandemic, has
led customers to delay purchase decisions, which has elongated the duration of our sales cycles. Weak economic conditions in the past
have adversely affected our customers’ capital budgets, purchasing decisions and facilities managers and, therefore, have adversely
affected our results of operations, financial condition and cash flows. The return to a recessionary state of the global economy,
including as a result of the COVID-19 pandemic, could potentially have negative effects on our near-term liquidity and capital
resources, including slower collections of receivables, delays of existing order deliveries, postponements of incoming orders and
reductions in the number and volume of purchase orders received from key customers as a result of reduced capital expenditure
budgets. Our business and results of operations will be adversely affected to the extent these adverse economic conditions affect our
customers’ purchasing decisions.
As we evolve our business strategy to increase our focus on new product and service offerings, including our IoT, “smart-
building”, “connected ceilings” and other related technology, software and controls products and services, the nature of our
business may be significantly changed, or transformed, and our results of operations, financial condition and cash flows may
be materially adversely affected.
Our future growth and profitability are tied in part to our ability to successfully bring to market new and innovative product and
service offerings. We have begun to evolve our business strategy to focus on further expanding the nature and scope of our products
and services offered to our customers. This expansion of products and services includes pursuing projects to develop recurring revenue
streams, including providing lighting and electrical maintenance services and utilizing control sensor technology to collect data and
assisting customers in the digitization of this data, along with other potential services. We also plan to pursue the expansion of our IoT
“smart-building” and “connected ceiling” and other related technology, software and control products and services we offer to our
customers. We currently plan on investing significant time, resources and capital into expanding our offerings in these areas with no
expectation that they will result in us realizing material revenue in the near term and without any assurance they will succeed or be
profitable. In fact, it is likely that these efforts will reduce our profitability, at least in the near term as we invest resources and incur
expenses to develop these offerings. Moreover, we expect that as we continue to explore, develop and refine new offerings, market
preferences will continue to evolve, our offerings may not generate sufficient interest by end customers and we may be unable to
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compete effectively with existing or new competitors, generate sufficient revenues or achieve or maintain acceptable levels of
profitability.
If we are successful in introducing new product and services offerings, including technology, software and controls, the nature of
our business may significantly change or be transformed away from being principally products focused. Additionally, our experience
with technology, software and controls products and services is limited. If we do not successfully execute our strategy or anticipate the
needs of our customers, our credibility as a provider of technology, software and controls products could be questioned and our
prospects for future revenue growth and profitability may never materialize.
As we expand our product and services offerings to new markets, the overall complexity of our business will likely increase at
an accelerated rate and we may become subject to different market dynamics. The new markets into which we are expanding, or may
expand, may have different characteristics from the markets in which we historically competed. These different characteristics may
include, among other things, rapidly changing technologies, different manufacturing capabilities, different supply chains, different
methods of competition, new product development rates, client concentrations and performance and compatibility requirements. We
do not have the current expertise to address many of these characteristics. Our failure to make the necessary adaptations to our
business model to address these different characteristics, complexities and new market dynamics could adversely affect our operating
results.
Accordingly, if we fail to successfully launch, manage and maintain our refocused business strategy, our future revenue growth
and profitability may be limited and our results of operations, financial condition and cash flows may be materially adversely affected.
We do not have major sources of recurring revenue and we depend upon a limited number of customers in any given period to
generate a substantial portion of our revenue. The loss of any significant customers or a major customer could have a
materially adverse effect on our results of operations, financial condition and cash flows.
We do not have long-term contracts with our customers that provide us with recurring revenue from period to period. We
generate a substantial portion of our revenue by securing large retrofit and multi-facility roll-out projects from new and existing
customers. As a result, our dependence on individual key customers can vary from period to period due to the significant size of some
of our retrofit and multi-facility roll-out projects. Our top 10 customers accounted for approximately 83%, 48%, and 42% respectively,
of our total revenue in fiscal 2020, 2019 and 2018. In fiscal 2019, one customer accounted for 20.7% of total revenue. In fiscal 2020,
this customer accounted for 74.1% of our total revenue. We expect that we will continue to experience significant customer
concentration in fiscal 2021. The loss of our largest customer or our failure to satisfy its installation requirements could have a
material adverse effect on our results of operations, financial condition and cash flows, as well as on our reputation and our ability to
execute our business strategy. We expect large retrofit and rollout projects to continue to remain a significant component of our total
revenue.
The multi-location master retrofit agreements we enter into with several of our key customers (including our current largest
customer) generally require that the customer issue individual retrofit location work orders or purchase orders before we may provide
our products and services at that individual retrofit location. These master agreements do not guarantee that our key customers will
make individual location purchases from us and they also generally allow any purchase order or work order to be terminated prior to
shipment. As a result, the relative amount and concentration of our revenues may fluctuate year over year and period over period
depending on the number of purchase orders or work orders issued by our key customers, which may fluctuate due to factors such as
our customers’ capital expenditure budgets and general economic conditions. In addition, in order to provide quality and timely
service under our multi-location master retrofit agreements we are required to make substantial working capital expenditures and
advance inventory purchases that we may not be able to recoup if the agreements or a substantial volume of purchase orders under the
agreements are delayed or terminated. For example, while we received a master retrofit agreement in January 2020 for additional
revenue of $18-20 million for our largest customer, due to the closure of its facilities to external activities because of the COVID-19
pandemic, this customer deferred retrofit installations for a significant portion of its locations in March 2020, thereby resulting in the
deferral of our realization of substantial expected revenue during our fiscal 2020 fourth quarter, The loss of, or substantial reduction in
sales to, any of our significant customers, or a major customer, or the termination or delay of a significant volume of purchase orders
by one or more key customers, could have a material adverse effect on our results of operations, financial condition and cash flows in
any given future period.
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Our evolving business strategy includes actively exploring potential acquisitions, including potential acquisitions that could
significantly change, or even transform, the nature of our business. These acquisitions could be unsuccessful or consume
significant resources, which could materially adversely affect our results of operations, financial condition and cash flows.
As discussed in “Our Growth Strategies,” we are actively exploring potential business acquisitions which would more quickly
add expanded and different capabilities to our product and services offerings, including potential acquisitions that could significantly
change, or even transform, the nature of our business. There can be no assurance that we will identify or successfully complete any
transactions with one or more suitable acquisition candidates in the future. Nor can there be any assurance that any completed
acquisitions will be successful. Acquisitions may involve significant cash expenditures, debt incurrence, stock issuances, operating
losses and expenses that that would otherwise be directed to investments in our existing business and could have a material adverse
effect on our financial condition, results of operations and cash flows. To pursue acquisitions and other strategic transactions, we may
need to raise additional debt and/or equity capital in the future, which may not be available on acceptable terms, in sufficient amounts
or at all. In addition, we may issue new shares of our common stock as consideration in such transactions, which may have a dilutive
impact on our existing shareholders and may also result in a reduction in the market price of our shares once those newly issued shares
are resold in the market. In addition, acquisitions involve numerous other risks, including:
•
•
•
•
•
•
the failure to achieve the acquisition's revenue or profit forecasts;
the business culture of the acquired business may not match well with our culture;
our business strategies and focus may change in ways that adversely affect our results of operations, financial condition
and cash flows;
technological and product synergies, economies of scale and cost reductions may not occur as expected;
unforeseen expenses, delays or conditions may result from the acquisition, including required regulatory approvals or
consents;
potential changes may result to our management team and/or board of directors;
• we may acquire or assume unexpected liabilities or be subject to unexpected penalties or other enforcement actions;
•
•
•
faulty assumptions may be made regarding the macroeconomic environment or the integration process that form a basis
for the acquisition;
unforeseen difficulties, delays and costs may arise in integrating operations, processes and systems;
higher than expected investments may be required to implement necessary compliance processes and related systems,
including information technology systems, accounting systems and internal controls over financial reporting;
• we may fail to retain, motivate and integrate key management and other employees of the acquired business;
•
higher than expected costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or
pension policies in any jurisdiction in which the acquired business conducts its operations;
• we may adversely impact our sales channels and our sales channel partners; and
• we may experience problems in retaining customers and integrating customer bases.
Many of these factors will be outside of our control and any one of them could result in increased costs and reduced profitability,
decreases in the amount of expected revenues and diversion of our management’s time and attention. They may also delay, decrease or
eliminate the realization of some or all of the benefits we anticipate when we enter into a transaction.
Because we have only made one acquisition to date, our ability to do so successfully is unproven. Moreover, our management
team has limited experience in, and limited time to dedicate to, pursuing, negotiating or integrating acquisitions. If we do identify
suitable candidates, we may not be able to negotiate or consummate such acquisitions on favorable terms or at all. Any acquisitions
we complete may not achieve their initially intended results and benefits and may be viewed negatively by investors and other
stakeholders.
We may undertake acquisitions financed in part through public offerings or private placements of debt or equity securities,
including through the new issuance of our common stock or debt securities as consideration in an acquisition transaction. Such
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acquisition financing could result in dilution to our current shareholders, result in a decrease in our earnings and/or adversely affect
our financial condition, liquidity or other leverage measures.
In addition to committing additional capital resources to complete any acquisitions, substantial additional capital may be
required to operate the acquired businesses following their acquisition. Moreover, these acquisitions may result in significant financial
losses if the intended objectives of the transactions are not achieved. Some of the businesses we may acquire may have significant
operating and financial challenges, requiring significant additional capital commitments to overcome such challenges and adversely
affecting our financial condition and liquidity.
Failure to implement our acquisition strategy, including successfully integrating acquired businesses, could have a material
adverse effect on our results of operations, financial condition and cash flows.
We may not be able to obtain equity capital or debt financing necessary to effectively pursue our evolving strategy and sustain
our growth initiatives.
Our existing liquidity and capital resources may not be sufficient to allow us to effectively pursue our evolving growth strategy,
complete potential acquisitions or otherwise fund or sustain our growth initiatives. As of March 31, 2020, we had $28.8 million of
cash, approximately $10 million of outstanding borrowings and $1.2 million of remaining borrowing capacity available under our
revolving credit facility, compared to $8.7 million of cash, approximately $9.2 million of outstanding borrowings and $1.4 million of
remaining borrowing availability as of March 31, 2019. If we require additional capital resources, we may not be able to obtain
sufficient equity capital and/or debt financing on acceptable terms or conditions, or at all. Factors affecting the availability to us of
additional equity capital or debt financing on acceptable terms and conditions, or in sufficient amounts, include:
• Our history of operating losses prior to our fiscal 2020;
• Our current and future financial results and condition;
• Our limited collateral availability;
• Our current customer concentration;
• The market’s, investors’ and lenders' view of our company, industry and products;
• The perception in the equity and debt markets of our ability to execute and sustain our business plan or achieve our
operating results expectations; and
• The price, volatility and trading volume and history of our common stock.
Our inability to obtain the equity capital or debt financing necessary to pursue our evolving growth strategy could force us to
scale back our growth initiatives or abandon potential acquisitions. If we are unable to pursue our evolving growth strategy and
growth initiatives, our results of operations, financial condition and cash flows could be materially adversely affected.
Until fiscal 2020, we had a history of losses and negative cash flow and we may be unable to sustain our recent profitability or
positive cash flows in the future, particularly in fiscal 2021 as a result of the COVID-19 pandemic.
Prior to fiscal 2020, we experienced net losses and negative cash flow for the prior five fiscal years. Although we achieved
substantial profitability and positive cash flow in fiscal 2020, continuing to sustain our fiscal 2020 levels of net income and positive
cash flows in the future will depend on our ability to successfully complete and execute our strategic plan. Moreover, the duration of
the impact of the COVID-19 pandemic may again make it difficult for us to achieve profitability and positive cash flows in our fiscal
2021. There is no guarantee that we will be able to sustain our profitability or positive cash flows in the future, particularly in fiscal
2021 as a result of the COVID-19 pandemic. Our inability to successfully sustain our profitability and positive cash flows could
materially and adversely affect our ability to pursue our evolving strategy and growth initiatives.
The success of our business depends upon market acceptance of our energy management products and services.
Our future success depends upon the continued market acceptance of our energy management products and services and
obtaining additional project management retrofit master contracts, as well as customer orders for new and expanded products and
services to supplement our master contract with our current single largest customer. If we are unable to convince current and potential
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new customers of the advantages of our lighting systems and energy management products and services, or our expanded product and
services offerings, our results of operations, financial condition and cash flows will likely be materially adversely affected. In addition,
because the market for energy management products and services, as well as potential new customer uses for our products and
services, is rapidly evolving, we may not be able to accurately assess the size of the market, and we may have limited insight into
trends that may emerge and affect our business. If the market for our lighting systems and energy management products and services,
as well as potential new customer uses for our products and services, does not continue to develop as we anticipate, or if the market
does not accept our products or services, then our ability to grow our business could be limited and we may not be able to increase our
revenue and our results of operations, financial condition and cash flows will likely be materially adversely affected.
The success of our business depends upon our adaptation to the quickly changing market conditions in the lighting industry
and on market acceptance of our lighting retrofit solutions using new LED and control technologies.
The market for lighting products has experienced a significant technology shift to LED lighting systems. In addition, we
continue to explore utilizing our system platform as a “connected ceiling” or “smart ceiling”, or a framework or network that can
support the installation and integration of other business technology or data information solutions on our lighting platform.
As a result, our future success depends significantly upon the adoption rate of LED products and related control technologies
within our primary markets, our ability to participate in this ongoing market trend and our ability to expand into complementary
markets. To be an effective participant in the LED market, we must keep up with the evolution of LED and related technologies,
which continue to move at a fast pace. We may be unable to successfully develop and market new products or services that keep pace
with technological or industry changes, differentiate ourselves from our competition, satisfy changes in customer demands or comply
with present or emerging government and industry regulations and technology standards. The development and introduction of new
products and services may result in increased warranty expenses and other new product and services introduction expenses. In
addition, we will likely continue to incur substantial costs to research and develop new products and services, which will increase our
expenses, without guarantee that our new products and services will be commercially viable. We may also spend time and resources to
develop and release new products and services only to discover that a competitor has also introduced similar new products and
services with superior performance, at a lower price or on better delivery terms. Moreover, if new sources of lighting or lighting-based
solutions or related technologies are developed, our current products and technologies could become less competitive or obsolete,
which could result in reduced revenue, reduced earnings or increased losses and/or inventory and other impairment charges.
As we attempt to adapt and respond to this quickly evolving market, we have been managing through significant change in our
vendor supply chain for our LED product line. While we have attempted to negotiate lower material input costs to help maintain or
improve our LED product gross margins, we may not be able to realize any gross margin benefits in the amounts or on the timetable
anticipated and we may experience higher warranty expenses in the future as we implement our manufacturing and assembly process
changes. It is also possible that, as we focus more of our sales efforts on new products and services, we may increase our risk of
inventory obsolescence for outmoded LED or controls products.
Finally, in connection with our historical primary focus on selling our LED products and related control technologies, we expect
our results of operations to continue to fluctuate from quarter to quarter as customers may delay purchasing decisions as they evaluate
their return on investment from purchasing new LED and/or control products compared to alternative lighting and controls solutions,
the pricing of LED products continues to fall and LED products continue to gain more widespread customer acceptance. Similarly,
these circumstances have adversely impacted, and may continue to adversely impact, our product gross margins and our profitability
from quarter to quarter.
If we are unable to achieve market acceptance of our lighting retrofit solutions using LED technologies and our system platform
as a “connected ceiling” or “smart ceiling” or realize the expected benefits from our focus on promoting new products and services,
our results of operations, financial condition and cash flows will likely be materially adversely affected.
The success of our LED lighting retrofit solutions and related controls technologies depend, in part, on our ability to claim
market share away from our competitors. If we are unable to expand our customer base and increase sales in our targeted
markets, our results of operations, financial condition and cash flows will likely be materially adversely affected.
Participants in the LED market who are able to quickly establish customer relationships and achieve market penetration are
likely to gain a competitive advantage as the lighting retrofit solutions offered by us and our competitors generally have a product life
of several years following installation. If we are unable to broaden our customer base and achieve greater market penetration in the
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LED market in a timely manner, we may lose the opportunity to market our LED products and services and related controls
technologies to significant portions of the lighting systems retrofit market for several years and may be at a disadvantage in securing
future business opportunities from customers that have previously established relationships with one or more of our competitors.
These circumstances could have a material adverse effect on our results of operations, financial condition and cash flows.
In addition, as we continue to seek to expand our customer base within our national account, agent and ESCO sales channels,
our success will depend, in part, on our ability to attract and retain talent to execute on our sales model. If we are unable to attract and
retain sufficient talent, we may be unable to broaden our customer base, which will adversely affect our results of operations, financial
condition and cash flows.
We increasingly rely on third-party manufacturers for the manufacture and development of our products and product
components.
We have increased our utilization of third-party manufacturers for the manufacture and development of our products and product
components. As a result, our results of operations, financial condition and cash flows could be materially adversely affected if our
third-party manufacturers were to experience problems with product quality, credit or liquidity issues, or disruptions or delays in their
manufacturing process or delivery of the finished products and components or the raw materials used to make such products and
components.
We rely on third-parties to provide our controls technology products and services.
We rely third-party service providers to provide our controls technology products and services to our customers. If any of these
service providers stop providing us with access to their products, platforms and services, fail to provide these services to us on a cost-
effective basis, cease operations, or otherwise terminate these services, the delay caused by qualifying and switching to another third-
party product or service provider, if one is available, could have a material adverse effect on our results of operations, financial
condition and cash flows. In addition, our results of operations, financial condition and cash flows could be materially adversely
affected if our third-party providers were to experience problems with product quality, service quality, credit or liquidity issues, or
disruptions or delays.
If problems occur with any of these third-party providers, it may cause errors or reduced quality in our services, and we could
encounter difficulty identifying the source of the problem. The occurrence of errors or reduced quality in our controls products or
services, whether caused by us a third-party provider, may result in the loss of our existing customers, delay or loss of market
acceptance of our products and services or liability for failure to meet obligations under our agreements with customers, and may have
a material adverse effect on our results of operations, financial condition and cash flows.
We rely on products obtained from third parties in order to offer our controls technology products and services. In some cases,
we integrate third-party licensed software components into our platforms. This hardware and software may not continue to be
available at reasonable prices or on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or
software could significantly increase our expenses and otherwise result in delays in the provisioning of our services until equivalent
technology is either developed by us, or, if available, is identified, obtained and integrated. Any errors or defects in third-party
hardware or software could result in errors or a failure of our service which could have a material adverse effect on our results of
operations, financial condition and cash flows.
Our continued emphasis on indirect distribution channels to sell our products and services to supplement our direct
distribution channels has had limited success to date. If we are unable to attract, incentivize and retain our third-party
distributors and sales agents, or our distributors and sales agents do not sell our products and services at the levels expected,
our revenues could decline and our costs could increase.
Over the past two fiscal years, we have significantly expanded the number of our manufacturer representative agencies that sell
our products through distributors, many of which are not exclusive, which means that these sales agents and distributors may sell other
third-party products and services in direct competition with us. Since many of our competitors, including those that are larger than us
and have more established relationships, use sales agents and distributors to sell their products and services, competition for such
agents and distributors is intense and may adversely affect our product pricing and gross margins. Additionally, due to
mismanagement, industry trends, macro-economic developments, or other reasons, our sales agents and distributors may be unable to
effectively sell our products at the levels desired or anticipated. In addition, we have historically relied on direct sales to sell our
products and services, which were often made in competition with sales agents and distributors. In order to attract and form lasting
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partnerships with sales agents and distributors, we will be required to overcome our historical perception as a direct sales competitor.
As a result, we may have difficulty attracting and retaining sales agents and distributors and any inability to do so could have a
negative effect on our ability to attract and obtain customers, which could have an adverse impact on our business. In fiscal 2020, our
indirect distribution channels did not achieve the level of success desired. As a result, we have modified our strategy in our indirect
distribution channels to work more closely with distributors and contractors, usually in coordination with our agents. There can be no
assurance that this modified strategy will be successful and may result in a further reduction in revenue through this distribution
channel.
Our financial performance is dependent on our ability to achieve increases in our average selling prices of our products.
The gross margins of our products can vary significantly, with margins generally ranging from 10% to 50%. While we continue
to implement our strategy of transitioning to higher-margin products and reducing the material cost of our products, a change in the
total mix of our sales toward lower margin products, a decrease in the margins on our products as a result of competitive pressures and
lower cost imported products driving down the average selling price of our products, lower sales volumes, our substantial fixed
manufacturing facility overhead and promotional programs to increase sales volumes could reduce our profitability and result in a
material adverse effect on our results of operations, financial condition and cash flows. Furthermore, average selling prices may be
further negatively impacted by market over-supply conditions, product feature cannibalization by competitors or component providers,
low-cost non-traditional sales methods by new market entrants, and comparison of our retrofit fixture products with replacement lamp
equivalents. In our highly competitive lighting industry, we must be able to innovate and release new products on a regular basis with
features and benefits that generate increases in our average selling prices and average gross margins. There can be no assurance we
will be successful in achieving these goals.
We operate in a highly competitive industry and, if we are unable to compete successfully, our results of operations, financial
condition and cash flows will likely be materially adversely affected.
We face strong competition primarily from manufacturers and distributors of energy management products and services, as well
as from ESCOs and electrical contractors. We are also facing increased imported products competition from manufacturers in low-cost
countries. We compete primarily on the basis of customer relationships, price, quality, energy efficiency, customer service and
marketing support. Our products are in direct competition with the expanding availability of LED products, HID technology, as well
as HIF products and older fluorescent technology in the lighting systems retrofit market.
Many of our competitors are better capitalized than we are, have strong customer relationships, greater name recognition, and
more extensive engineering, manufacturing, sales and marketing capabilities. In addition, the LED market has seen increased
convergence in recent years, resulting in our competition gaining increased market share and resources. Competitors could focus their
substantial resources on developing a competing business model or energy management products or services that may be potentially
more attractive to customers than our products or services. In addition, we may face competition from other products or technologies
that reduce demand for electricity. Our competitors may also offer energy management products and services at reduced prices in
order to improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain
customers, or require us to lower our average selling prices in order to remain competitive, any of which could have a material adverse
effect on our results of operations, financial condition and cash flows.
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The reduction or elimination of investments in, or incentives to adopt, LED lighting or the elimination of, or changes in,
policies, incentives or rebates in certain states or countries that encourage the use of LEDs over some traditional lighting
technologies could cause the growth in demand for our products to slow, which could have a material adverse effect on our
results of operations, financial condition and cash flows.
Reductions in (including as a result of any budgetary constraints), or the elimination of, government investment and favorable
energy policies designed to accelerate the adoption of LED lighting could result in decreased demand for our products and decrease
our results of operations, financial condition and cash flows. Further, if our products fail to qualify for any financial incentives or
rebates provided by governmental agencies or utilities for which our competitors’ products qualify, such programs may diminish or
eliminate our ability to compete by offering products at lower prices than ours.
The elimination of, or changes in, policies, incentives or rebates in certain states that encourage the use of solar power over
other traditional power sources could cause the revenue from our sale of solar-related tax credits to third parties to decrease,
which could have a material adverse effect on our results of operations, financial condition and cash flows.
We have long-lived assets associated with our legacy solar business and recognize revenue from the sale to third parties of tax
credits received from operating these solar assets. There is currently legislation pending which may decrease the future cash flows
associated with the sale of these tax credits. Such a decrease could have a material adverse effect on our results of operations, financial
condition and cash flows. Depending on the result of this pending legislation change, we may be required to record a non-cash
impairment charge in a future period.
Changes in government budget priorities and political gridlock, and future potential government shutdown, could negatively
impact our results of operations, financial condition and cash flows.
Actual and perceived changes in governmental budget priorities, and future potential government shutdown, could adversely
affect our results of operations, financial condition and cash flows. Certain government agencies purchase certain products and
services directly from us. When the government changes budget priorities, such as in times of war or financial crisis, including as a
result of the COVID-19 pandemic, or reallocates spending to areas unrelated to our business, our results of operations, financial
condition and cash flows can be negatively impacted. For example, demand and payment for our products and services may be
affected by public sector budgetary cycles, funding authorizations or rebates. Funding reductions or delays, including delays caused by
political gridlock and the impact of the COVID-19 pandemic, and future potential government shutdown, could negatively impact
demand and payment for our products and services. If any of these events occur, our results of operations, financial condition and cash
flows could be materially adversely affected.
Our products use components and raw materials that may be subject to price fluctuations, shortages or interruptions of
supply.
We may be vulnerable to price increases for components or raw materials that we require for our products, including aluminum,
copper, certain rare earth minerals, electronic drivers, chips, ballasts, power supplies and lamps. In particular, our cost of aluminum
can be subject to commodity price fluctuation. We also source certain finished goods externally. Limitations inherent within our
supply chain of certain of these component parts, including competitive, governmental, and legal limitations, natural disasters, and
other events, could impact costs, and future increases in the costs of these items, including, for example, the adoption of new tariffs by
the United States and other countries and the worldwide COVID-19 pandemic could adversely affect our profitability and availability
of raw materials or components, as there can be no assurance that future price increases will be successfully passed through to
customers or that we will be able to find alternative suppliers. Further, suppliers' inventories of certain components that our products
require may be limited and are subject to acquisition by others. As a result of disruption to our supply chain due to COVID-19, we
have purchased quantities of certain components that are critical to our product manufacturing and that are in excess of our estimated
near-term requirements as a result of supplier delivery constraints and concerns over component availability. We may need to continue
to do so in the future. As a result, we have had, and may need to continue, to devote additional working capital to support component
and raw material inventory that may not be used over a reasonable period to produce saleable products, and we may be required to
increase our excess and obsolete inventory reserves to provide for these excess quantities, particularly if demand for our products does
not meet our expectations. Also, any shortages or interruptions in the supply of our components or raw materials could disrupt our
operations. If any of these events occur, our results of operations, financial condition and cash flows could be materially adversely
affected.
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Our ability to balance customer demand and capacity and increased employee turnover could negatively impact our business.
In addition, as customer demand for our products changes, we must be able to adjust our production capacity, including
increasing or decreasing our employee workforce, to meet demand. We are continually taking steps to address our manufacturing
capacity needs for our products. If we are not able to increase or decrease our production capacity at our targeted rate or if there are
unforeseen costs associated with adjusting our capacity levels, our ability to execute our operating plan could be adversely affected.
We have, from time to time, experienced increased employee turnover. The increased turnover has resulted in the loss of
numerous long-term employees, along with their institutional knowledge and expertise, and the reallocation of certain employment
responsibilities, all of which could adversely affect operational efficiencies, employee performance and retention. Such turnover has
also placed a significant burden on our continuing employees, has resulted in higher recruiting expenses as we have sought to recruit
and train employees, and introduced increased instability in our operations as responsibilities were reallocated to new or different
employees. To the extent that we are unable to effectively reallocate employee responsibilities, retain key employees and reduce
employee turnover, our operations and our ability to execute our operating plan could be adversely affected.
Our inability to attract and retain key employees, our reseller network members or manufacturer representative agencies
could adversely affect our operations and our ability to execute on our operating plan and growth strategy.
We rely upon the knowledge, experience and skills of key employees throughout our organization, particularly our senior
management team, our sales group that require technical knowledge or contacts in, and knowledge of, the LED industry, and our
innovation and engineering team. In addition, our ability to attract talented new employees, particularly in our sales group and our
innovation and engineering team, is also critical to our success. We also depend on our distribution channels and network of
manufacturer representative agencies. If we are unable to attract and retain key employees, resellers, and manufacturer representative
agencies because of competition or, in the case of employees, inadequate compensation or other factors, our results of operations and
our ability to execute our operating plan could be adversely affected. In addition, if key employees terminate their employment,
become ill as a result of the COVID-19 pandemic, or if an insufficient number of employees are retained to maintain effective
operations, our business activities may be adversely affected.
If our information technology systems security measures are breached or fail, our products may be perceived as not being
secure, customers may curtail or stop buying our products, we may incur significant legal and financial exposure, and our
results of operations, financial condition and cash flows could be materially adversely affected.
Our information technology systems involve the storage of our confidential information and trade secrets, as well as our
customers’ personal and proprietary information in our equipment, networks and corporate systems. Security breaches expose us to a
risk of loss of this information, litigation and increased costs for security measures, loss of revenue, damage to our reputation and
potential liability. Security breaches or unauthorized access may in the future result in a combination of significant legal and financial
exposure, increased remediation and other costs, theft and/or unauthorized use or publication of our trade secrets and other
confidential business information, damage to our reputation and a loss of confidence in the security of our products, services and
networks that could have an adverse effect upon our business. While we take steps to prevent unauthorized access to our corporate
systems, because the techniques used to obtain unauthorized access, disable or sabotage systems change frequently or may be
designed to remain dormant until a triggering event, we may be unable to anticipate these techniques or implement adequate
preventative measures. Further, the risk of a security breach or disruption, particularly through cyber-attacks, or cyber intrusion,
including by computer hackers, foreign governments, and cyber terrorists, has generally increased as cyber-attacks have become more
prevalent and harder to detect and fight against. In addition, hardware, software or applications we procure from third parties may
contain defects in design or manufacture or other problems that could unexpectedly compromise network and data security. Any
breach or failure of our information technology systems could result in decreased revenue, increased expenses, increased capital
expenditures, customer dissatisfaction and potential lawsuits, any of which could have a material adverse effect on our results of
operations, financial condition and cash flows
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If our information technology systems fail, or if we experience an interruption in their operation, then our business, results of
operations and financial condition could be materially adversely affected.
The efficient operation of our business is dependent on our information technology systems. We rely on those systems generally
to manage day-to-day operations, manage relationships with our customers, maintain our research and development data and maintain
our financial and accounting records. The failure of our information technology systems, our inability to successfully maintain,
enhance and/or replace our information technology systems, or any compromise of the integrity or security of the data we generate
from our information technology systems, could have a materially adverse effect on our results of operations, disrupt our business and
product development and make us unable, or severely limit our ability, to respond to customer demands. In addition, our information
technology systems are vulnerable to damage or interruption from:
•
•
•
earthquake, fire, flood and other natural disasters;
employee or other theft;
attacks by computer viruses or hackers;
• power outages; and
•
computer systems, internet, telecommunications or data network failure.
Any interruption of our information technology systems could result in decreased revenue, increased expenses, increased capital
expenditures, customer dissatisfaction and potential lawsuits, any of which could have a material adverse effect on our results of
operations, financial condition and cash flows.
Product liability claims could adversely affect our business, results of operations and financial condition.
We face exposure to product liability claims in the event that our energy management products fail to perform as expected or
cause bodily injury or property damage. Since virtually all of our products use electricity, it is possible that our products could result in
injury, whether by product malfunctions, defects, improper installation or other causes. Particularly because our products often
incorporate new technologies or designs, we cannot predict whether or not product liability claims will be brought against us in the
future or result in negative publicity about our business or adversely affect our customer relations. Moreover, we may not have
adequate resources in the event of a successful claim against us. A successful product liability claim against us that is not covered by
insurance or is in excess of our available insurance limits could require us to make significant payments of damages and could
materially adversely affect our results of operations, financial condition and cash flows.
Our inability to protect our intellectual property, or our involvement in damaging and disruptive intellectual property
litigation, could adversely affect our results of operations, financial condition and cash flows or result in the loss of use of the
related product or service.
We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret
laws, as well as employee and third-party nondisclosure and assignment agreements. Our failure to obtain or maintain adequate
protection of our intellectual property rights for any reason could have a material adverse effect on our results of operations, financial
condition and cash flows.
We own numerous United States patents and patent applications for some of our products, systems, business methods and
technologies. We offer no assurance about the degree of protection which existing or future patents may afford us. Likewise, we offer
no assurance that our patent applications will result in issued patents, that our patents will be upheld if challenged, that competitors
will not develop similar or superior business methods or products outside the protection of our patents, that competitors will not
infringe upon our patents, or that we will have adequate resources to enforce our patents. Effective protection of our United States
patents may be unavailable or limited in jurisdictions outside the United States, as the intellectual property laws of foreign countries
sometimes offer less protection or have onerous filing requirements. In addition, because some patent applications are maintained in
secrecy for a period of time, we could adopt a technology without knowledge of a pending patent application, and such technology
could infringe a third party’s patent.
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We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar
technology or otherwise learn of our unpatented technology. To protect our trade secrets and other proprietary information, we
generally require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you
that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event
of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are
unable to maintain the proprietary nature of our technologies, our business could be materially adversely affected.
We rely on our trademarks, trade names, and brand names to distinguish our company and our products and services from our
competitors. Some of our trademarks may conflict with trademarks of other companies. Failure to obtain trademark registrations could
limit our ability to protect our trademarks and impede our sales and marketing efforts. Further, we cannot assure you that competitors
will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.
In addition, third parties may bring infringement and other claims that could be time-consuming and expensive to defend. Also,
parties making infringement and other claims may be able to obtain injunctive or other equitable relief that could effectively block our
ability to provide our products, services or business methods and could cause us to pay substantial damages. In the event of a
successful claim of infringement, we may need to obtain one or more licenses from third parties, which may not be available at a
reasonable cost, or at all. It is possible that our intellectual property rights may not be valid or that we may infringe upon existing or
future proprietary rights of others. Any successful infringement claims could subject us to significant liabilities, require us to seek
licenses on unfavorable terms, prevent us from manufacturing or selling products, services and business methods and require us to
redesign or, in the case of trademark claims, re-brand our company or products, any of which could have a material adverse effect on
our results of operations, financial condition and cash flows.
We are subject to financial and operating covenants in our credit agreement and any failure to comply with such covenants, or
obtain waivers in the event of non-compliance, could limit our borrowing availability under the credit agreement, resulting in
our being unable to borrow under our credit agreement and materially adversely impact our liquidity.
Our credit agreement with Western Alliance Bank contains provisions that limit our future borrowing availability and require us
to maintain a minimum amount of cash on deposit and available borrowing capacity under such credit agreement as of the end of each
month. The credit agreement also contains other customary covenants, including certain restrictions on our ability to incur additional
indebtedness, consolidate or merge, enter into acquisitions, make investments, pay any dividend or distribution on our stock, redeem,
repurchase or retire shares of our stock, or pledge or dispose of assets.
There can be no assurance that we will be able to comply with the financial and other covenants in our credit agreement. Our
failure to comply with these covenants could cause us to be unable to borrow under the credit agreement and may constitute an event
of default which, if not cured or waived, could result in the acceleration of the maturity of any indebtedness then outstanding under the
credit agreement, which would require us to pay all amounts then outstanding. Such an event could materially adversely affect our
financial condition and liquidity. Additionally, such events of non-compliance could impact the terms of any additional borrowings
and/or any credit renewal terms. Any failure to comply with such covenants may be a disclosable event and may be perceived
negatively. Such perception could adversely affect the market price for our common stock and our ability to obtain financing in the
future.
Our retrofitting process frequently involves responsibility for the removal and disposal of components containing hazardous
materials.
When we retrofit a customer’s facility, we typically assume responsibility for removing and disposing of its existing lighting
fixtures. Certain components of these fixtures typically contain trace amounts of mercury and other hazardous materials. Older
components may also contain trace amounts of polychlorinated biphenyls, or PCBs. We currently rely on contractors to remove the
components containing such hazardous materials at the customer job site. The contractors then arrange for the disposal of such
components at a licensed disposal facility. Failure by such contractors to remove or dispose of the components containing these
hazardous materials in a safe, effective and lawful manner could give rise to liability for us, or could expose our workers or other
persons to these hazardous materials, which could result in claims against us which may have a material adverse effect on our results
of operations, financial condition and cash flows.
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The cost of compliance with environmental laws and regulations and any related environmental liabilities could adversely
affect our results of operations, financial condition and cash flows.
Our operations are subject to federal, state and local laws and regulations governing, among other things, emissions to air,
discharge to water, the remediation of contaminated properties and the generation, handling, storage, transportation, treatment and
disposal of, and exposure to, waste and other materials, as well as laws and regulations relating to occupational health and safety.
These laws and regulations frequently change, and the violation of these laws or regulations can lead to substantial fines, penalties and
other liabilities. The operation of our manufacturing facility entails risks in these areas and there can be no assurance that we will not
incur material costs or liabilities in the future that could adversely affect our results of operations, financial condition and cash flows.
Our corporate office building is currently listed for sale or lease; any sale of our building will likely result in a non-cash
impairment charge.
We currently own, but have listed for sale or lease, our corporate office building in Manitowoc, Wisconsin. We evaluate long-
lived assets, including property, plant, and equipment, for impairment whenever events or circumstances indicate that the carrying
value of the assets recognized in our financial statements may not be recoverable; as of March 31, 2020, the value of our long-lived
assets was deemed recoverable. However, any sale of our building will likely result in a non-cash impairment charge, as the building is
currently listed for sale at a price below its net book value and, as a result, will have an adverse impact on our results of operations
during the period the impairment charge is incurred.
Our net operating loss carryforwards provide a future benefit only if we are profitable and may be subject to limitation based
upon ownership changes.
We have significant federal net operating loss carryforwards and state net operating loss carryforwards. While our federal and
state net operating loss carryforwards are fully reserved for, if we are unable to maintain our recent profitability, we may not be able to
fully utilize these tax benefits. Furthermore, generally a change of more than 50% in the ownership of a company’s stock, by value,
over a three-year period constitutes an ownership change for federal income tax purposes. An ownership change may limit a
company’s ability to use its net operating loss carry-forwards attributable to the period prior to such change. As a result, our ability to
use our net operating loss carry-forwards attributable to the period prior to such ownership change to offset taxable income will be
subject to limitations in a particular year, which could potentially result in increased future tax liability for us.
If we fail to establish and maintain effective internal controls over financial reporting, our business and financial results could
be harmed.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external
purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our
financial statements or fraud. As of March 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that our
internal controls were designed and operating effectively. There can be no assurance that we will not experience another material
weakness in our internal control over financial reporting in the future. A material weakness is defined as a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of
our annual or interim financial statements will not be prevented or detected on a timely basis. A failure to maintain an effective system
of internal control over financial reporting could limit our ability to report our financial results accurately and in a timely manner or to
detect and prevent fraud, could result in a restatement of our financial statements, and could also cause a loss of investor confidence
and decline in the market price of our common stock.
We expect our quarterly revenue and operating results to fluctuate. If we fail to meet the expectations of market analysts or
investors, the market price of our common stock could decline substantially, and we could become subject to securities
litigation.
Our quarterly revenue and operating results have fluctuated in the past and will likely vary from quarter to quarter in the future.
Our results for any particular quarter are not an indication of our future performance. Our revenue and operating results may fall
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below the expectations of market analysts or investors in some future quarter or quarters. Our failure to meet these expectations could
cause the market price of our common stock to decline substantially. If the price of our common stock is volatile or falls significantly
below our current price, we may be the target of securities litigation. If we become involved in this type of litigation, regardless of the
outcome, we could incur substantial legal costs, management’s attention could be diverted from the operation of our business, and our
reputation could be damaged, which could adversely affect our results of operations, financial condition and cash flows.
If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our
business, our stock price and trading volume could decline.
The trading market for our common stock will continue to depend in part on the research and reports that securities or industry
analysts publish about our business or us. If these analysts do not continue to provide adequate research coverage or if one or more of
the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price
would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly,
demand for our stock could decrease, which could cause our stock price and trading volume to decline.
The market price of our common stock could be adversely affected by future sales of our common stock in the public market
by us or our executive officers and directors.
We and our executive officers and directors may from time to time sell shares of our common stock in the public market or
otherwise. We cannot predict the size or the effect, if any, that future sales of shares of our common stock by us or our executive
officers and directors, or the perception of such sales, would have on the market price of our common stock.
We are not currently paying dividends and will likely not pay any dividends for the foreseeable future.
We have never paid or declared any cash dividends on our common stock. We currently intend to retain all available funds and
any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the
foreseeable future. In addition, the terms of our existing revolving credit agreement restrict the payment of cash dividends on our
common stock. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our
financial condition, results of operations, capital requirements, contractual restrictions and other factors that our board of directors
deems relevant. The restriction on and decision not to pay dividends may impact our ability to attract investors and raise funds, if
necessary, in the capital markets.
Anti-takeover provisions included in the Wisconsin Business Corporation Law, provisions in our amended and restated
articles of incorporation or bylaws and the common share purchase rights that accompany shares of our common stock could
delay or prevent a change of control of our company, which could adversely impact the value of our common stock and may
prevent or frustrate attempts by our shareholders to replace or remove our current board of directors or management.
A change of control of our company may be discouraged, delayed or prevented by certain provisions of the Wisconsin Business
Corporation Law. These provisions generally restrict a broad range of business combinations between a Wisconsin corporation and a
shareholder owning 15% or more of our outstanding common stock. These and other provisions in our amended and restated articles
of incorporation, including our staggered board of directors and our ability to issue “blank check” preferred stock, as well as the
provisions of our amended and restated bylaws and Wisconsin law, could make it more difficult for shareholders or potential acquirers
to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors, including to delay
or impede a merger, tender offer or proxy contest involving our company.
Each currently outstanding share of our common stock includes, and each newly issued share of our common stock will include,
a common share purchase right. The rights are attached to, and trade with, the shares of common stock and generally are not
exercisable. The rights will become exercisable if a person or group acquires, or announces an intention to acquire, 20% or more of
our outstanding common stock. The rights have some anti-takeover effects and generally will cause substantial dilution to a person or
group that attempts to acquire control of us without conditioning the offer on either redemption of the rights or amendment of the
rights to prevent this dilution. The rights could have the effect of delaying, deferring or preventing a change of control.
In addition, our employment arrangements with senior management provide for severance payments and accelerated vesting of
benefits, including accelerated vesting of stock options and restricted stock awards, upon a change of control and a subsequent
28
qualifying termination. These provisions could limit the price that investors might be willing to pay in the future for shares of our
common stock, thereby adversely affecting the market price of our common stock. These provisions may also discourage or prevent a
change of control or result in a lower price per share paid to our shareholders.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
We lease our approximately 196,000 square foot manufacturing and distribution facility located in Manitowoc, Wisconsin. On
January 31, 2020, we entered a new lease for the facility with a ten-year term, and an option to terminate after six years.
We own our approximately 70,000 square foot technology center and corporate headquarters adjacent to our leased Manitowoc
manufacturing and distribution facility, of which we sub-lease a portion to third parties. We also lease approximately 10,500 square
feet of office space in Jacksonville, Florida.
The facilities noted above are utilized by all our business segments.
ITEM 3.
LEGAL PROCEEDINGS
We are subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report,
we do not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on our
future results of operations.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Shares of our common stock are traded on the NASDAQ Capital Market under the symbol “OESX”.
Shareholders
As of May 31, 2020, there were approximately 182 record holders of the 30,274,101 outstanding shares of our common stock.
The number of record holders does not include shareholders for whom shares are held in a “nominee” or “street” name.
Dividend Policy
We have never paid or declared any cash dividends on our common stock. We currently intend to retain all available funds and
any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the
foreseeable future. In addition, the terms of our existing credit agreement restrict the payment of cash dividends on our common stock.
Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial
condition, results of operations, capital requirements, contractual restrictions (including those under our loan agreements) and other
factors that our board of directors deems relevant.
29
Securities Authorized for Issuance under Equity Compensation Plans
The following table represents shares outstanding under our 2004 Stock and Incentive Awards Incentive Plan, and our 2016
Omnibus Incentive Plan as of March 31, 2020.
Equity Compensation Plan Information
Plan Category
Equity Compensation plans approved by security holders
Equity Compensation plans not approved by security holders
Total
Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options and
Vesting of
Restricted
Shares
1,169,020 $
—
1,169,020 $
Weighted
Average
Exercise Price of
Outstanding
Options
Number of
Shares
Remaining
Available for
Future Issuances
Under the 2016
Omnibus
Incentive Plan
Plans (1)
2.80
—
2.80
1,725,845
—
1,725,845
(1)
Excludes shares reflected in the column titled “Number of Shares to be Issued Upon Exercise of Outstanding Options and
Vesting of Restricted Shares”.
Issuer Purchase of Equity Securities
We did not purchase shares of our common stock during the fiscal year ended March 31, 2020.
Unregistered Sales of Securities
We did not make any unregistered sales of our common stock during the year ended March 31, 2020 that were not previously
disclosed in a Quarterly Report on Form 10-Q or a current report on Form 8-K during such period.
30
ITEM 6.
SELECTED FINANCIAL DATA
You should read the following selected consolidated financial data in conjunction with Item 7. "Management’s Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included in
Item 8. "Financial Statements and Supplementary Data" of this report. The selected historical consolidated financial data are not
necessarily indicative of future results.
Consolidated statements of operations data:
Product revenue
Service revenue
Total revenue
Cost of product revenue (1)(2)
Cost of service revenue (1) (3)
Total cost of revenue
Gross profit
General and administrative expenses (1)(4)
Impairment of assets (5)
Sales and marketing expenses (1) (6)
Research and development expenses (1) (7)
Income (loss) from operations
Other income
Interest expense
Amortization of debt issue costs
Dividend and interest income
Income (loss) before income tax
Income tax expense (benefit)
Net income (loss)
Net income (loss) per share attributable to common
shareholders:
Basic
Diluted
Weighted-average shares outstanding:
Basic
Diluted
$
113,352 $
37,489
150,841
83,588
30,130
113,718
37,123
11,184
—
11,113
1,716
13,110
28
(279)
(243)
5
12,621
159
12,462 $
$
$
$
2020
Fiscal Year Ended March 31,
2019
2017
2018
(in thousands, except per share amounts)
56,261 $
9,493
65,754
44,111
7,091
51,202
14,552
10,231
—
9,104
1,374
(6,157)
80
(493)
(101)
11
(6,660)
14
(6,674) $
55,595 $
4,705
60,300
41,415
4,213
45,628
14,672
13,159
710
11,879
1,905
(12,981 )
248
(333 )
(92 )
15
(13,143 )
(15 )
(13,128 ) $
66,224 $
3,987
70,211
49,630
3,244
52,874
17,337
14,777
250
12,833
2,004
(12,527)
215
(163)
(110)
36
(12,549)
(261)
(12,288) $
2016
64,897
2,745
67,642
49,630
2,015
51,645
15,997
16,884
6,023
11,343
1,668
(19,921)
—
(297)
—
128
(20,090)
36
(20,126)
0.41 $
0.40 $
(0.23) $
(0.23) $
(0.46 ) $
(0.46 ) $
(0.44) $
(0.44) $
(0.73)
(0.73)
30,105
30,965
29,430
29,430
28,784
28,784
28,156
28,156
27,628
27,628
(1)
Includes stock-based compensation expense recognized under Financial Accounting Standards Board Accounting Standards
Codification Topic 718, or ASC Topic 718, as follows:
Cost of product revenue
Cost of service revenue
General and administrative expenses
Sales and marketing expenses
Research and development expenses
Total stock-based compensation expense
2020
$
$
3 $
(1)
576
2
38
618 $
2019
Fiscal Year Ended March 31,
2018
(in thousands)
2017
2 $
3
764
54
2
825 $
12 $
—
929
155
6
1,102 $
30 $
—
1,337
139
99
1,605 $
2016
36
—
1,148
235
43
1,462
(2)
Fiscal 2020 includes expenses of $0.1 million related to restructuring. Fiscal 2018 includes expenses of $34 thousand related
to restructuring. Fiscal 2017 includes expenses of $2.2 million related to an increase in inventory reserves and other inventory
adjustments.
(3)
Fiscal 2020 includes expenses of $0.1 million related to restructuring.
31
(4)
(5)
(6)
Fiscal 2020 includes expenses of $28 thousand related to restructuring. Fiscal 2018 includes $1.8 million of restructuring
expense and $1.4 million benefit on the reversal of an accrual for a loss contingency. Fiscal 2016 includes a $1.4 million loss
contingency accrual.
Fiscal 2018 includes an intangible asset impairment of $0.7 million. Fiscal 2017 includes an intangible asset impairment of
$0.3 million. Fiscal 2016 includes expenses of $4.4 million related to the impairment of goodwill and $1.6 million related to
the write-down to fair value of the manufacturing facility.
Fiscal 2020 includes expenses of $0.2 million related to restructuring. Fiscal 2018 includes expenses of $0.2 million related to
restructuring.
(7)
Fiscal 2018 includes expenses of $0.1 million related to restructuring.
Consolidated balance sheet data:
Cash and cash equivalents
Total assets
Long term borrowings
Shareholder notes receivable
Total shareholders’ equity
2020
2019
As of March 31,
2018
(in thousands)
2017
2016
$
28,751 $
72,563
10,063
—
31,035
8,729 $
56,021
9,283
—
17,970
9,424 $
45,325
4,013
—
23,424
17,307 $
62,051
6,819
(4)
35,450
15,542
70,875
4,021
(4)
45,983
32
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our
audited consolidated financial statements and related notes included in this Annual Report on Form 10-K for the fiscal year ended
March 31, 2020. See also “Forward-Looking Statements” and Item 1A “Risk Factors”.
Overview
We provide state-of-the-art LED lighting, wireless Internet of Things (“IoT”) enabled control solutions, and energy project
management. We research, design, develop, manufacture, market, sell, install, and implement energy management systems consisting
primarily of high-performance, energy-efficient commercial and industrial interior and exterior lighting systems and related services.
Our products are targeted for applications in three primary market segments: commercial office and retail, area lighting, and industrial
applications, although we do sell and install products into other markets. Virtually all of our sales occur within North America.
Our lighting products consist primarily of light emitting diode ("LED") lighting fixtures, many of which include IoT enabled
control systems. Our principal customers include large national account end-users, Federal and State government facilities, large
regional account end-users, electrical distributors, electrical contractors and energy service companies ("ESCOs"). Currently,
substantially all of our products are manufactured at our leased production facility located in Manitowoc, Wisconsin, although as the
LED and related IoT market continues to evolve, we are increasingly sourcing products and components from third parties in order to
provide versatility in our product development.
We have experienced recent success offering our comprehensive project management services to national account customers to
retrofit their multiple locations. Our comprehensive services include initial site surveys and audits, utility incentive and government
subsidy management, engineering design, and project management from delivery through to installation and controls integration.
We believe the market for LED lighting products and related controls continues to grow. Due to their size and flexibility in
application, we also believe that LED lighting systems can address opportunities for retrofit applications that cannot be satisfied by
other lighting technologies. Our LED lighting technologies have become the primary component of our revenue as we continue to
strive to be a leader in the LED market.
In fiscal 2020, we began to successfully capitalize on our capability of being a full service, turn-key provider of LED lighting
and controls systems with design, build, installation and project management services, including being awarded a very large project
for a major national account. As a result of this success, we have begun to evolve our business strategy to focus on further expanding
the nature and scope of our products and services offered to our customers. This further expansion of our products and services
includes pursuing projects to develop recurring revenue streams, including providing lighting and electrical maintenance services and
utilizing control sensor technology to collect data and assisting customers in the digitization of this data, along with other potential
services. We also plan to pursue the expansion of our IoT, “smart-building” and “connected ceiling” and other related technology,
software and controls products and services that we offer to our customers. We currently plan on investing significant time, resources
and capital into expanding our offerings in these areas with no expectation that they will result in us realizing material revenue in the
near term and without any assurance they will succeed or be profitable. In fact, it is likely that these efforts will reduce our
profitability, at least in the near term as we invest resources and incur expenses to develop these offerings. While we intend to pursue
these expansion strategies organically, we also are actively exploring potential business acquisitions which would more quickly add
these types of expanded and different capabilities to our product and services offerings. It is possible that one or more of such potential
acquisitions, if successfully completed, could significantly change, and potentially transform, the nature and extent of our business.
We generally do not have long-term contracts with our customers that provide us with recurring revenue from period to period
and we typically generate substantially all of our revenue from sales of lighting and control systems and related services to
governmental, commercial and industrial customers on a project-by-project basis. We also perform work under master services or
product purchasing agreements with major customers with sales completed on a purchase order basis. In addition, in order to provide
quality and timely service under our multi-location master retrofit agreements we are required to make substantial working capital
expenditures and advance inventory purchases that we may not be able to recoup if the agreements or a substantial volume of purchase
orders under the agreements are delayed or terminated. For example, while we received a master retrofit agreement in January 2020
33
for approximately $18-20 million in revenue from our largest customer, due to the closure of its facilities to external activities because
of the COVID-19 pandemic, this customer deferred retrofit installations related to the project during March 2020, thereby resulting in
the deferral of our realization of expected revenue during our fiscal 2020 fourth quarter. The loss of, or substantial reduction in sales
to, any of our significant customers, or our current single largest customer, or the termination or delay of a significant volume of
purchase orders by one or more key customers, could have a material adverse effect on our results of operations in any given future
period.
We typically sell our lighting systems in replacement of our customers’ existing fixtures. We call this replacement process a
"retrofit". We frequently engage our customer’s existing electrical contractor to provide installation and project management services.
We also sell our lighting systems on a wholesale basis, principally to electrical distributors and ESCOs to sell to their own customer
bases.
The gross margins of our products can vary significantly depending upon the types of products we sell, with margins typically
ranging from 10% to 50%. As a result, a change in the total mix of our sales among higher or lower margin products can cause our
profitability to fluctuate from period to period.
Our fiscal year ends on March 31. We refer to our just completed fiscal year, which ended on March 31, 2020, as "fiscal 2020",
and our prior fiscal years which ended on March 31, 2019 and March 31, 2018 as "fiscal 2019" and “fiscal 2018”, respectively. Our
fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter ends on September 30, our fiscal third quarter ends on
December 31 and our fiscal fourth quarter ends on March 31.
Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision
maker ("CODM") regularly reviews when allocating resources and assessing performance. Our CODM is our chief executive officer.
Orion has three reportable segments: Orion Engineered Systems Division ("OES"), and Orion Distribution Services Division ("ODS"),
and Orion U.S. Markets Division (“USM”).
Major Developments in Fiscal 2020
During fiscal 2020, we executed on a series of master contracts for a major national account customer with our state-of-the-art
LED lighting systems and wireless IoT enabled control solutions at locations nationwide. This one national account customer
represented 74.1% of our total revenue in fiscal 2020 and was the primary driver for our growth over the prior year period. During
March 2020, this customer suspended our installations at a significant number of locations that were scheduled for installation during
our fiscal 2020 fourth quarter and our fiscal 2021 first quarter. Although circumstances may change, further installations at this
customer’s locations are currently not expected to recommence until calendar year 2021. We expect further revenue opportunity with
this national account customer in fiscal 2021 and beyond; however, due to the COVID-19 pandemic, the timing, and volume of
revenue, including our ability to realize these potential revenue opportunities is uncertain.
Impact of COVID-19 and Fiscal 2021 Outlook
The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Our
business has been adversely impacted by measures taken by government entities and others to control the spread of the virus
beginning in March 2020. As an essential business, we provide products and services to ensure energy and lighting infrastructure and
we therefore continue to operate throughout the pandemic. Nonetheless, we did experience a curtailment of activity in the last few
weeks of our 2020 fiscal year.
As part of our recent response to the impacts of the COVID-19, we have taken a number of cost reduction and cash conservation
measures, including reducing headcount. While restrictions have begun to lessen in certain jurisdictions during our fiscal 2021 first
quarter, stay-at-home or lockdown orders remain in effect in others, with employees asked to work remotely if possible. Some
customers and projects are in areas where travel restrictions have been imposed, certain customers have either closed or reduced on-
site activities, and timelines for the completion of several projects have been delayed, extended or terminated. These modifications to
our business practices, including any future actions we take, may cause us to experience reductions in productivity and disruptions to
our business routines. In addition, we are required to make substantial working capital expenditures and advance inventory purchases
that we may not be able to recoup if the agreements or a substantial volume of purchase orders under the agreements are delayed or
terminated as a result of COVID-19. As of the date of this report, it is not possible to predict the overall impact the COVID-19
pandemic will have on the Company's business, liquidity, capital resources or financial results, although we expect that the economic
34
and regulatory impacts of COVID-19 will significantly reduce our revenue and profitability in at least the first half of fiscal 2021. If
the COVID-19 pandemic becomes more pronounced in our markets or experiences a resurgence in markets recovering from the spread
of COVID-19, or if another significant natural disaster or pandemic were to occur in the future, our operations in areas impacted by
such events could experience further adverse financial impacts due to market changes and other resulting events and circumstances.
The impact of COVID-19 has caused significant uncertainty and volatility in the credit markets. We rely on the credit markets to
provide us with liquidity to operate and grow our businesses beyond the liquidity that operating cash flows provide. If our access to
capital were to become significantly constrained or if costs of capital increased significantly due the impact of COVID-19, including
volatility in the capital markets, a reduction in our credit ratings or other factors, then our financial condition, results of operations and
cash flows could be adversely affected.
In addition to the managing the adverse financial impact of the COVID-19 pandemic, our ability to achieve our desired revenue
growth and profitability goals depends on our ability to effectively execute on the following key strategic initiatives. We may identify
strategic acquisition candidates that would help support these initiatives.
Focus on executing and marketing our turnkey LED retrofit capabilities to large national account customers. We believe one of
our competitive advantages is our ability to deliver full turnkey LED lighting project capabilities. These turnkey services were the
principal reason we achieved significant revenue growth in fiscal 2020 as we executed on our commitment to retrofit multiple
locations for a major national account customer. Our success in the national account market segment centers on our turnkey design,
engineering, manufacturing and project management capabilities, which represent a very clear competitive advantage for us among
large enterprises seeking to benefit from the illumination benefits and energy savings of LED lighting across locations nationwide.
Few LED lighting providers are organized to serve every step of a custom retrofit project in a comprehensive, non-disruptive and
timely fashion, from custom fixture design and initial site surveys to final installations. Incrementally, we are also able to help
customers deploy state-of-the-art control systems that provide even greater long-term value from their lighting system investments.
Looking forward, we are focused on continuing to successfully execute on existing national account opportunities while also
actively pursuing new national account opportunities that leverage our customized, comprehensive turnkey project solutions, and
expanding our addressable market with high-quality, basic lighting systems to meet the needs of value-oriented customer segments
served by our other market channels. Given our unique value proposition, capabilities and focus on customer service, we are
optimistic about our business prospects and working to build sales momentum with existing and new customers.
Continued Product Innovation. We continue to innovate, developing lighting fixtures and features that address specific customer
requirements, while also working to maintain a leadership position in energy efficiency, smart product design and installation benefits.
For interior building applications, we have recently launched an antimicrobial troffer fixture which supports the suppression of
bacteria, mold, fungi, and mildew, and are currently developing an air circulation troffer to support improved air circulation. We also
continue to deepen our capabilities in the integration of smart lighting controls. Our goal is to provide state-of-the-art lighting products
with modular plug-and-play designs to enable lighting system customization from basic controls to advanced IoT capabilities.
Leverage of Orion’s Smart Lighting Systems to Support Internet of Things Applications. We believe we are ideally positioned to
help customers to efficiently deploy new IoT controls and applications by leveraging the “Smart Ceiling” capabilities of their Orion
solid state lighting system. IoT capabilities can include the management and tracking of facilities, personnel, resources and customer
behavior, driving both sales and lowering costs. As a result, these added capabilities provide customers an even greater return on
investment from their lighting system and make us an even more attractive partner. We plan to pursue the expansion of our IoT,
“smart-building” and “connected ceiling” and other related technology, software and controls products and services that we offer to
our customers. While we intend to pursue these expansion strategies organically, we also are actively exploring potential business
acquisitions which would more quickly add these types of expanded and different capabilities to our product and services offerings.
Develop Maintenance Service Offerings. We believe we can leverage our construction management process expertise to develop
a high-quality, quick-response, multi-location maintenance service offering. Our experience with large national customers and our
large installed base of fixtures position us well to extend a maintenance offering to historical customers, as well as to new customers.
Development of this recurring revenue stream is in the preliminary stage, but we believe there is significant market opportunity.
Support success of our ESCO and agent-driven distribution sales channels. We continue to focus on building our relationships
and product and sales support for our ESCO and agent driven distribution channels. These efforts include an array of product and sales
training efforts as well as the development of new products to cater to the unique needs of these sales channels.
35
Tariffs and Trade Policies
The United States government has been implementing various monetary, regulatory, and trade importation restraints, penalties,
and tariffs. Certain sourced finished products and certain of the components used in our products have been impacted by imposed
tariffs on China imports. Our efforts to mitigate the impact of added costs resulting from these government actions include a variety of
activities, such as sourcing from non-tariff impacted countries and raising prices. If we are unable to successfully mitigate the impacts
of these tariffs and other trade policies, our results of operations may be adversely affected. We believe that these mitigation activities
will assist to offset added costs, and we currently believe that such tariffs will have a limited adverse financial effect on our results of
operations. Any future policy changes that may be implemented could have a positive or negative consequence on our financial
performance depending on how the changes would influence many factors, including business and consumer sentiment.
Results of Operations: Fiscal 2020 versus Fiscal 2019
The following table sets forth the line items of our consolidated statements of operations and as a relative percentage of our total
revenue for each applicable period, together with the relative percentage change in such line item between applicable comparable
periods (in thousands, except percentages):
Fiscal Year Ended March 31,
2020
2019
Amount
%
Change
2020
% of
Revenue
2019
% of
Revenue
Product revenue
Service revenue
Total revenue
Cost of product revenue
Cost of service revenue
Total cost of revenue
Gross profit
General and administrative expenses
Sales and marketing expenses
Research and development expenses
Income (loss) from operations
Other income
Interest expense
Amortization of debt issue costs
Interest income
Income (loss) before income tax
Income tax expense (benefit)
Net income (loss) and comprehensive income (loss)
*
NM = Not Meaningful
Amount
$ 113,352 $
37,489
150,841
83,588
30,130
113,718
37,123
11,184
11,113
1,716
13,110
28
(279)
(243)
5
12,621
159
12,462 $
$
56,261
9,493
65,754
44,111
7,091
51,202
14,552
10,231
9,104
1,374
(6,157)
80
(493)
(101)
11
(6,660)
14
(6,674)
101.5 %
294.9 %
129.4 %
89.5 %
324.9 %
122.1 %
155.1 %
9.3 %
22.1 %
24.9 %
NM
(65.0 )%
(43.4 )%
140.6 %
(54.5 )%
NM
NM
NM
75.1%
24.9%
100.0%
55.4%
20.0%
75.4%
24.6%
7.4%
7.4%
1.1%
8.7%
0.0%
(0.2)%
(0.2)%
0.0%
8.5%
0.4%
8.1%
85.6%
14.4%
100.0%
67.1%
10.8%
77.9%
22.1%
15.6%
13.8%
2.0%
(9.4)%
0.1%
(0.7)%
(0.2)%
0.0%
(10.0)%
0.1%
(10.1)%
Revenue. Product revenue increased by 101.5%, or $57.1 million, for fiscal 2020 versus fiscal 2019. This increase in product
revenue was primarily a result of higher sales volume through our national account channel, and almost exclusively as a result of a
major retrofit project for multiple locations for one of our national account customers. Service revenue increased by 294.9%, or $28.0
million, due to higher sales volume through our national account channel for the major retrofit project for one customer and the timing
of those project installations. In fiscal 2020, sales to this one national account customer represented 74.1% of our total revenue. Total
revenue increased by 129.4%, or $85.1 million, due to the items discussed above.
Cost of Revenue and Gross Margin. Cost of product revenue increased by 89.5%, or $39.5 million, in fiscal 2020 versus the
comparable period in fiscal 2019 primarily due to the corresponding increase in sales. Cost of service revenue increased by 324.9%, or
$23.0 million, in fiscal 2020 versus fiscal 2019 primarily due to the corresponding increase in service revenue. Gross margin increased
from 22.1% of revenue in fiscal 2019 to 24.6% in fiscal 2020, due to our higher sales levels covering fixed costs.
36
Operating Expenses
General and Administrative. General and administrative expenses increased 9.3%, or $1.0 million, in fiscal 2020 compared to
fiscal 2019, primarily due to higher bonus and employment costs.
Sales and Marketing. Our sales and marketing expenses increased 22.1%, or $2.0 million, in fiscal 2020 compared to fiscal
2019. The increase year over year was primarily due to an increase in commission expense on higher sales and higher employment
costs.
Research and Development. Research and development expenses increased by 24.9%, or $0.3 million in fiscal 2020 compared to
fiscal 2019 primarily due to higher employment costs.
Other income. Other income in fiscal 2020 and fiscal 2019 represented product royalties received from licensing agreements for
our patents.
Interest Expense. Interest expense in fiscal 2020 decreased by 43.4%, or $0.2 million, from fiscal 2019. The decrease in interest
expense was due to fewer sales of receivables.
Amortization of debt issue costs. Amortization of debt issue costs in fiscal 2020 increased 140.6%, or $0.1 million from fiscal
2019. The increase was due to the timing of the execution of our credit agreement.
Interest Income. Interest income in fiscal 2020 remained relatively flat compared to fiscal 2019. Interest income relates to
interest earned on sweep bank accounts.
Income Taxes. Income tax expense in fiscal 2020 increased by 1,000.0%, or $0.1 million, from fiscal 2019. Both periods include
income tax expense for state tax liabilities. The increase in expense was driven by fiscal 2020 book income.
37
Results of Operations: Fiscal 2019 versus Fiscal 2018
The following table sets forth the line items of our consolidated statements of operations and as a relative percentage of our total
revenue for each applicable period, together with the relative percentage change in such line item between applicable comparable
periods (in thousands, except percentages):
Product revenue
Service revenue
Total revenue
Cost of product revenue
Cost of service revenue
Total cost of revenue
Gross profit
General and administrative expenses
Impairment of assets
Sales and marketing expenses
Research and development expenses
Loss from operations
Other income
Interest expense
Amortization of debt issue costs
Interest income
Loss before income tax
Income tax benefit
Net loss and comprehensive loss
Fiscal Year Ended March 31,
2019
2018
Amount
Amount
%
Change
2019
% of
Revenue
2018
% of
Revenue
$
$
56,261 $
9,493
65,754
44,111
7,091
51,202
14,552
10,231
—
9,104
1,374
(6,157)
80
(493)
(101)
11
(6,660)
14
(6,674) $
55,595
4,705
60,300
41,415
4,213
45,628
14,672
13,159
710
11,879
1,905
(12,981)
248
(333)
(92)
15
(13,143)
(15)
(13,128)
1.2 %
101.8 %
9.0 %
6.5 %
68.3 %
12.2 %
(0.8 )%
(22.3 )%
NM
(23.4 )%
(27.9 )%
52.6 %
(67.7 )%
48.0 %
9.8 %
(26.7 )%
49.3 %
NM
49.2 %
85.6%
14.4%
100.0%
67.1%
10.8%
77.9%
22.1%
15.6%
0.0%
13.8%
2.0%
(9.4)%
0.1%
(0.7)%
(0.1)%
—%
(10.1)%
—%
(10.1)%
92.2%
7.8%
100.0%
68.7%
7.0%
75.7%
24.3%
21.8%
1.1%
19.7%
3.2%
(21.5)%
0.4%
(0.6)%
(0.1)%
—%
(21.8)%
(0.0)%
(21.8)%
Revenue. Product revenue increased by 1.2%, or $0.7 million, for fiscal 2019 versus fiscal 2018. The increase in product
revenue was primarily a result of higher sales volume through our national account channel, and primarily the result of a major retrofit
project for multiple locations for one of our national account customers. Service revenue increased by 101.8%, or $4.8 million,
primarily due to higher sales volume through our national account channel and the timing of project installations. Total revenue
increased by 9.0%, or $5.5 million, due to the items discussed above. Excluding the impact of the adoption of ASC 606, Product
revenue increased by 5.1%, or $2.9 million, Service revenue increased by 56.2%, or $2.6 million, and Total revenue increased by
9.1%, or $5.5 million, compared to fiscal year 2018.
Cost of Revenue and Gross Margin. Cost of product revenue increased by 6.5%, or $2.7 million, in fiscal 2019 versus the fiscal
2018 primarily due to the increase in sales. Cost of service revenue by increased 68.3%, or $2.9 million, in fiscal 2019 versus fiscal
2018 primarily due to the increase in service revenue. Gross margin decreased from 24.3% of revenue in fiscal 2018 to 22.1% in fiscal
2019, primarily due to our product mix on higher sales to one large national account customer. Excluding the impact of the adoption of
ASC 606, gross margin for fiscal 2019 was 24.4%.
Operating Expenses
General and Administrative. General and Administrative. General and administrative expenses decreased by 22.3%, or $2.9
million, in fiscal 2019 compared to fiscal 2018, primarily due to $1.8 million in employee separation costs incurred in fiscal 2018,
offset by the release of a $1.4 million loss contingency accrual, which did not recur in fiscal 2019, as well as reduced employee costs
and consulting expense as a result of our prior year cost reduction plan.
Impairment of assets. No impairment charge was recorded in fiscal 2019. During fiscal 2018, we performed a review of our
definite and indefinite-lived tangible and intangible assets for impairment. In conjunction with this review, we determined that the
carrying value of our Harris trade name intangible asset exceeded its fair value. As a result, we recorded an impairment charge of $0.7
million in fiscal 2018.
38
Sales and Marketing. Our sales and marketing expenses decreased by 23.4%, or $2.8 million, in fiscal 2019 compared to fiscal
2018. Excluding the impact of the adoption of ASC 606, Sales and marketing expenses decreased by 11.1%, or $1.3 million, in fiscal
2019 compared to fiscal 2018. The decrease year over year was primarily due to reduced employee costs due to the impact of our prior
year cost reduction plan, and lower travel and entertainment and marketing expenses.
Research and Development. Research and development expenses decreased by 27.9%, or $0.5 million in fiscal 2019 compared
to fiscal 2018 primarily due to lower employee costs as a result of our prior year cost reduction plan, as well as a decrease in testing
costs based on timing of new product rollouts and reduced consulting expenses.
Other income. Other income in fiscal 2019 and fiscal 2018 represented product royalties received from licensing agreements for
our patents.
Interest Expense. Interest expense in fiscal 2019 increased by 48.0%, or $0.2 million, from fiscal 2018. The increase in interest
expense was due to increased third party financing costs related to the sale of receivables.
Amortization of debt issue costs. Amortization of debt issue costs in fiscal 2019 increased by 9.8%, or $9 thousand from fiscal
2018. The increase was due to the execution of our new revolving credit facility.
Interest Income. Interest income in fiscal 2019 remained relatively flat compared to fiscal 2018. Interest income relates to
interest earned on sweep bank accounts.
Income Taxes. Income tax expense in fiscal 2019 increased immaterially from fiscal 2018. Both periods include income tax
expense for minimum state tax liabilities. In fiscal 2018 we received refunds from previously filed tax returns. In both periods, the
impact of the Tax Cuts and Jobs Act on tax expense was immaterial due to the valuation allowance.
Orion Engineered Systems Division
The OES segment develops and sells lighting products and provides construction and engineering services for our commercial
lighting and energy management systems. OES provides turnkey solutions for large national accounts, governments, municipalities
and schools.
The following table summarizes our OES segment operating results (dollars in thousands):
Revenues
Operating income (loss)
Operating margin
Fiscal 2020 Compared to Fiscal 2019
2020
Fiscal Year Ended March 31,
2019
2018
$
$
122,744 $
16,164 $
13.2%
30,925
(1,237 )
$
$
(4.0 )%
23,827
(3,792)
(15.9)%
OES revenue increased in fiscal 2020 by 296.9%, or $91.8 million, compared to fiscal 2019 almost exclusively as the result of a
major retrofit project for multiple locations for one of our national account customers.
OES operating income in fiscal 2020 was $16.2 million, which improved from a net loss position of $(1.2) million in fiscal
2019. The improvement in the segment’s operating income was the result of increased sales covering fixed costs.
Fiscal 2019 Compared to Fiscal 2018
OES revenue increased in fiscal 2019 by 29.8%, or $7.1 million, compared to fiscal 2018 primarily as a result of the increase in
volume of turnkey projects, specifically to one large national account customer, which continued in fiscal 2020.
OES operating loss in fiscal 2019 was $1.2 million, an improvement of $2.6 million from fiscal 2018. The improvement in the
segment’s operating loss was the result of increased sales, the benefit of lower corporate allocated costs due to the impact of cost
reduction initiatives, and a non-recurring asset impairment charge of $0.5 million in fiscal 2018.
39
Orion Distribution Services Division
The ODS segment focuses on selling lighting products through manufacturer representative agencies and a network of broadline
North American distributors.
The following table summarizes our ODS segment operating results (dollars in thousands):
Revenues
Operating loss
Operating margin
Fiscal 2020 Compared to Fiscal 2019
2020
Fiscal Year Ended March 31,
2019
2018
$
$
$
15,087
(852)
$
(5.6)%
24,173
(1,742 )
$
$
(7.2 )%
27,906
(325)
(1.2)%
ODS revenue decreased in fiscal 2020 by 37.6%, or $9.1 million, compared to fiscal 2019, primarily due to a decrease in sales
volume through our distribution channel.
ODS operating loss in fiscal 2020 was $(0.9) million, an improvement of $0.9 million from fiscal 2019. The decrease in segment
operating loss was primarily due to lower operating costs on lower employment expenses and commissions.
Fiscal 2019 Compared to Fiscal 2018
ODS revenue decreased in fiscal 2019 by 13.4%, or $3.7 million, compared to fiscal 2018, primarily due to a decrease in sales
volume through our distribution channel.
ODS operating loss in fiscal 2019 was $(1.7) million, an increased loss of $1.4 million from fiscal 2018. The increase in
segment operating loss was primarily due to decreased sale.
Orion U.S. Markets Division
The USM segment sells commercial lighting systems and energy management systems to the wholesale contractor markets.
USM customers are primarily comprised of ESCOs.
The following table summarizes our USM segment operating results (dollars in thousands):
Revenues
Operating income (loss)
Operating margin
Fiscal 2020 Compared to Fiscal 2019
2020
Fiscal Year Ended March 31,
2019
2018
$
$
13,010 $
2,447 $
18.8%
10,656 $
1,132 $
10.6 %
8,567
(3,123)
(36.5)%
USM revenue increased in fiscal 2020 by 22.1%, or $2.4 million, compared to fiscal 2019, primarily due to an increase in sales
volume as a result of our reengagement in the sales channel.
USM operating income in fiscal 2020 was $2.4 million, an increase of $1.3 million from fiscal 2019. The improvement was
primarily due to better coverage of costs on higher sales.
Fiscal 2019 Compared to Fiscal 2018
USM revenue increased in fiscal 2019 by 24.3%, or $2.1 million, compared to fiscal 2018, primarily due to an increase in sales
volume as a result of our reengagement in the sales channel.
40
USM operating income in fiscal 2019 was $1.1 million, an improvement of $4.3 million over the operating loss in fiscal 2018.
The improvement was primarily due to better operating leverage on lower allocated corporate costs, as well as a non-recurring asset
impairment charge of $0.2 million in fiscal 2018.
Liquidity and Capital Resources
Overview
We had $28.8 million in cash and cash equivalents as of March 31, 2020, compared to $8.7 million at March 31, 2019. Our cash
position increased primarily as a result of our increased net income and the timing of working capital changes.
On October 26, 2018, we entered into a secured revolving Business Financing Agreement with Western Alliance Bank, as lender
(the “Credit Agreement”). The Credit Agreement, as amended, provides for a revolving credit facility (the “Credit Facility”) that
matures on October 26, 2021. Borrowings under the Credit Facility are limited to $20.15 million subject to a borrowing base
requirement based on eligible receivables and inventory. The Credit Agreement includes a $2.0 million sublimit for the issuance of
letters of credit. As of March 31, 2020, our borrowing base was $11.2 million, and we had $10.0 million in borrowings outstanding
which were included in non-current liabilities in the accompanying Consolidated Balance Sheets. As of March 31, 2020, we had no
outstanding letters of credit leaving total additional borrowing availability of $1.2 million.
Additional information on our New Credit Agreement can be found in the “Indebtedness” section located below.
In March 2020, we filed a universal shelf registration statement with the Securities and Exchange Commission. Under our shelf
registration statement, we currently have the flexibility to publicly offer and sell from time to time up to $100.0 million of debt and/or
equity securities. The filing of the shelf registration statement may help facilitate our ability to raise public equity or debt capital to
expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general
corporate purposes. The COVID-19 pandemic has had a negative near-term impact on the capital markets and may impact the
Company’s ability to access this capital.
We also are exploring various alternative sources of liquidity, including the sale or mortgage of our tech center office building,
to help ensure that we will have the best allocation of investing capital to satisfy our working capital needs.
Our future liquidity needs and forecasted cash flows are dependent upon many factors, including our relative revenue, gross
margins, cash management practices, cost containment, working capital management, capital expenditures. Further, as discussed in the
“Risk Factors,” we expect our forecasted cash flows, particularly during the first half of fiscal 2021, to be materially adversely
impacted by the COVID-19 pandemic, the magnitude and period of impact of which is uncertain. While we believe that we will likely
have adequate available cash and equivalents and credit availability under our Credit Agreement to satisfy our currently anticipated
working capital and liquidity requirements during the next 12 months based on our current cash flow forecast, there can be no
assurance to that effect. If we experience significant liquidity constraints, we may be required to issue equity or debt securities, reduce
our sales efforts, implement additional cost savings initiatives or undertake other efforts to conserve our cash.
Cash Flows
The following table summarizes our cash flows for our fiscal 2020, fiscal 2019 and fiscal 2018:
Operating activities
Investing activities
Financing activities
Increase (decrease) in cash and cash equivalents
2020
Fiscal Year Ended March 31,
2019
(in thousands)
2018
$
$
20,343 $
(936)
615
20,022 $
(5,058) $
(449)
4,812
(695) $
(4,415)
(585)
(2,883)
(7,883)
41
Cash Flows Related to Operating Activities. Cash used in operating activities primarily consisted of a net income adjusted for
certain non-cash items including depreciation and amortization, stock-based compensation expenses, provisions for reserves, and the
effect of changes in working capital and other activities.
Cash provided by operating activities for fiscal 2020 was $20.3 million and consisted of a net income adjusted for non-cash
expense items of $15.2 million and net cash provided by changes in operating assets and liabilities of $5.2 million. Cash used by
changes in operating assets and liabilities consisted primarily of an increase in Inventory of $1.3 million due to delayed shipments at
the end of the fiscal year as a result of COVID-19. Cash provided by changes in operating assets and liabilities included a decrease in
Accounts receivable of $3.6 million due to the timing of billing and customer collections, a decrease in Revenue earned but not billed
of $3.2 million due to timing on revenue recognition compared to invoicing.
Cash used in operating activities for fiscal 2019 was $5.1 million and consisted of a net loss adjusted for non-cash expense items
of $4.1 million and net cash used in changes in operating assets and liabilities of $1.0 million. Cash used by changes in operating
assets and liabilities consisted of an increase of $5.8 million in Accounts receivable due to the timing of billing and customer
collections on comparatively higher fourth quarter sales, an increase in Inventory of $4.7 million due to higher backlog for anticipated
first quarter fiscal 2020 sales, and an increase of $1.4 million in Revenue earned but not billed due to timing on revenue recognition
compared to invoicing. Cash provided by changes in operating assets and liabilities included an increase of $8.9 million in Accounts
payable based on timing of payments and an increase of $2.0 million in Accrued expenses and other primarily due to increased
accrued project costs on higher installation volume.
Cash used in operating activities for fiscal 2018 was $4.4 million and consisted of a net loss adjusted for non-cash expense items
of $8.0 million and net cash provided by changes in operating assets and liabilities of $3.6 million. Cash used by changes in operating
assets and liabilities consisted of a decrease of $1.7 million in Accrued expenses and other primarily due to the timing of payment of
commissions and lower accrued bonuses in the current fiscal year, a decrease of $0.1 million in Deferred revenue, current and long
term due to the timing of project completion and a decrease of $0.1 million in Deferred contract costs due to the timing of project
completions. Cash provided by changes in operating assets and liabilities included a decrease of $0.4 million in Accounts receivable
due to the decline in sales and the timing of customer collections, a decrease in Inventory of $4.7 million as a result of increased focus
on inventory management in consideration of the lower sales volume, a decrease of $0.5 million in Prepaid and other current assets
primarily due to the timing of project billings, and a negligible decrease in accounts payable.
Cash Flows Related to Investing Activities. Cash used in investing activities in fiscal 2020 was $0.9 million and consisted
primarily of purchases of property and equipment of $0.8 million.
Cash used in investing activities in fiscal 2019 was $0.4 million and consisted primarily of purchases of property and equipment
of $0.4 million.
Cash used in investing activities in fiscal 2018 was $0.6 million and consisted of purchases of property and equipment of $0.5
million and investment in patents and licenses of $0.1 million.
Cash Flows Related to Financing Activities. Cash provided by financing activities in fiscal 2020 was $0.6 million. This cash
provided consisted primarily of net proceeds of $0.8 million from our Credit Facility, offset by $0.1 million in debt issue costs due to
the Credit Facility and $0.1 million of payment of long-term debt.
Cash provided by financing activities in fiscal 2019 was $4.8 million. This cash provided consisted primarily of net proceeds of
$5.3 million from our Credit Facility, offset by $0.4 million in debt issue costs due to the Credit Facility and $0.1 million of payment
of long-term debt.
Cash used in financing activities in fiscal 2018 was $2.9 million and was due almost entirely to the net repayment of our prior
revolving credit facility.
42
Working Capital
Our net working capital as of March 31, 2020 was $27.8 million, consisting of $55.0 million in current assets and $27.2 million
in current liabilities. Our net working capital as of March 31, 2019 was $14.0 million, consisting of $41.4 million in current assets and
$27.3 million in current liabilities. Our Cash and cash equivalents, net balance increased by $20.0 million from the fiscal 2019 year-
end due primarily to increased net income and working capital changes. Our current Accounts receivable, net balance decreased by
$4.4 million from the fiscal 2019 year-end due to the timing of billing and customer collections. Our Revenue earned but not billed
balance decreased by $3.1 million from the fiscal 2019 year-end due to the timing of billing. Our Inventories, net increased $1.1
million from the fiscal 2019 year-end due to higher backlog as of March 31, 2020 as a result of delayed shipments as impacted by
COVID-19.
We generally attempt to maintain at least a three-month supply of on-hand inventory of purchased components and raw
materials to meet anticipated demand, as well as to reduce our risk of unexpected raw material or component shortages or supply
interruptions. Our accounts receivables, inventory and payables may increase to the extent our revenue and order levels increase. In
addition, in order to provide quality and timely service under our multi-location master retrofit agreements we are required to make
substantial working capital expenditures and advance inventory purchases, including purchases to support the provision of products
and services to our largest customer. As a result of our largest customer deferring retrofit installations in March 2020, we are working
with the customer to come to an equitable accommodation with respect to our advance purchases. In late fiscal 2020 and early fiscal
2021, we also made increased pre-purchases of components for our products to help mitigate the impact of the COVID-19 pandemic
on our supply chain.
Indebtedness
Revolving Credit Agreement
On October 26, 2018, we entered into the Credit Agreement. On June 3, 2019, we and certain of our subsidiaries entered into an
amendment (the “First Amendment”) to the Credit Agreement, which increased the maximum borrowing base credit available for
certain of the customer receivables included in our borrowing base and provided for a borrowing base credit of up to $3.0 million
based on inventory, in each case, subject to certain conditions. On August 2, 2019, we and certain of our subsidiaries entered into a
second amendment (the “Second Amendment”) to the Credit Agreement, which established a rent reserve in an amount equal to three
months’ rent payable at any leased location where we maintain inventory included in our borrowing base and provided for a reduction
of the borrowing base credit that we may receive for inventory if we default under the lease for any such location. As of the date of the
Second Amendment, this rent reserve equaled $0.1 million. On November 21, 2019, we entered into a third amendment (the “Third
Amendment”) to the Credit Agreement, which extended the maturity date from October 26, 2020 to October 26, 2021; increased the
sublimit under the Credit Agreement for advances under business credit cards from $1.5 million to $3 million; created a new $2
million sublimit permitting entry into foreign currency forward contracts with the lender; expanded our ability to make capital
expenditures and incur other debt from time to time; and permitted the lender to amend the financial covenant included in the Credit
Agreement (which requires the maintenance of a certain amount of unrestricted cash on deposit with the lender at the end of each
month) upon receipt of the our annual projections.
The Credit Agreement, as amended, provides for a Credit Facility that matures on October 26, 2021. Borrowings under the
Credit Facility are currently limited to $20.15 million, subject to a borrowing base requirement based on eligible receivables and
inventory. The Credit Agreement includes a $2.0 million sublimit for the issuance of letters of credit. As of March 31, 2020, our
borrowing base was $11.2 million, and we had $10.0 million in borrowings outstanding which were included in non-current liabilities
in the accompanying Consolidated Balance Sheets. We had no outstanding letters of credit leaving total borrowing availability of $1.2
million.
The Credit Agreement is secured by a security interest in substantially all of our and our subsidiaries’ personal property.
Borrowings under the Credit Agreement generally bear interest at floating rates based upon the prime rate (but not less than
5.00% per year) plus an applicable margin determined by reference to our quick ratio (defined as the aggregate amount of unrestricted
cash, unrestricted marketable securities and, with certain adjustments, receivables convertible into cash divided by the total current
43
liabilities, including the obligations under the Credit Agreement). As of March 31, 2020, the applicable interest rate was 5.25%.
Among other fees, we are required to pay an annual facility fee equal to 0.45% of the credit limit under the Credit Agreement, which
was paid at commencement (October 26, 2018) and is due on each anniversary thereof.
The Credit Agreement requires us to maintain nine months’ of “RML” as of the end of each month. For purposes of the Credit
Agreement, RML is defined as, as of the applicable determination date, unrestricted cash on deposit with the lender plus availability
under the Credit Agreement divided by an amount equal to, for the applicable trailing three-month period, consolidated net profit
before tax, plus depreciation expense, amortization expense and stock-based compensation, minus capital lease principal payments,
tested as of the end of each month. As of March 31, 2020, we were in compliance with this RML requirement.
The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on our ability
to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on our stock, redeem,
retire or purchase shares of our stock, make investments or pledge or transfer assets. If an event of default under the Credit Agreement
occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare any outstanding
obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or
involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit Agreement will
automatically become immediately due and payable.
Capital Spending
Our capital expenditures are primarily for general corporate purposes for our corporate headquarters and technology center,
production equipment and tooling and for information technology systems. Our capital expenditures totaled $0.8 million in fiscal
2020, $0.5 million in fiscal 2019, and $0.5 million in fiscal 2018. Given the uncertain impact on financial results due to the COVID-
19 pandemic, our estimate of forecasted capital expenditures in fiscal 2021 is uncertain. Our capital spending plans predominantly
consist of investments related to new product development tooling and equipment and information technology systems. We expect to
finance these capital expenditures primarily through our existing cash, equipment secured loans and leases, to the extent needed, long-
term debt financing, or by using our Credit Facility.
Contractual Obligations
Information regarding our known contractual obligations of the types described below as of March 31, 2020 is set forth in the
following table (dollars in thousands):
Payments Due By Period
Total
Less than
1 Year
1-3 Years
(in thousands)
3-5 Years
More than
5 Years
Bank debt obligations
Other debt obligations
Cash interest payments on debt
Lease obligations (1)
Purchase order and capital expenditure commitments (2)
Total
$
$
10,013 $
85
6
4,137
7,740
21,981 $
— $
35
3
692
7,740
8,470 $
10,013 $
30
3
1,368
—
11,414 $
— $
20
—
1,449
—
1,469 $
—
—
—
628
—
628
(1)
(2)
Does not reflect the contract modification signed in the first quarter of fiscal 2021 extending the Jacksonville lease another
three years.
Reflects non-cancellable purchase commitments primarily for certain inventory items entered into in order to secure better
pricing and ensure materials on hand.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
44
Inflation
Our results from operations have not been, and we do not expect them to be, materially affected by inflation.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of our consolidated financial statements requires us to make certain estimates and judgments that affect our reported
assets, liabilities, revenue and expenses, and our related disclosure of contingent assets and liabilities. We re-evaluate our estimates on
an ongoing basis, including those related to revenue recognition, inventory valuation, collectability of receivables, stock-based
compensation, warranty reserves and income taxes. We base our estimates on historical experience and on various assumptions that we
believe to be reasonable under the circumstances. Actual results may differ from these estimates. A summary of our critical accounting
policies is set forth below.
Revenue Recognition. We generate revenue primarily by selling commercial lighting fixtures and components and by installing
these fixtures in our customer’s facilities. We recognize revenue in accordance with the guidance in “Revenue from Contracts with
Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which we refer to as a performance
obligation) is transferred to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or
services. Prices are generally fixed at the time of order confirmation. The amount of expected consideration includes estimated deductions
and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and
projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation.
If there are multiple performance obligations in a single contract, the contract’s total sales price is allocated to each individual
performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price
at which we would sell such promised good or service separately to a customer. We use an observable price to determine the stand-
alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. The cost-plus
margin approach is used to determine the stand-alone selling price for the installation performance obligation and is based on average
historical installation margin.
Revenue derived from customer contracts which include only performance obligation(s) for the sale of lighting fixtures and
components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded
at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon
delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of
the contract terms and the specific facts and circumstances concerning the transaction.
Revenue from a customer contract which includes both the sale of fixtures and the installation of such fixtures (which we refer
to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative
standalone selling prices.
Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when
management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is
determined separately for each customer contract based upon the terms of the contract and the nature and extent of our control of the
light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery,
(b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is
installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete.
Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment
and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the
timing of various factors, including, but not limited to, those detailed below:
• when there is a legal transfer of ownership;
• when the customer obtains physical possession of the products;
45
• when the customer starts to receive the benefit of the products;
•
the amount and duration of physical control that we maintain on the products after they are shipped to, and received at, the
customer’s facility;
• whether we are required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to
the customer’s facility;
• when each light fixture is physically installed and working correctly;
• when the customer formally accepts the product; and
• when we receive payment from the customer for the light fixtures.
Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue.
Service revenue is recorded over-time as we fulfill our obligation to install the light fixtures. We measure our performance toward
fulfilling our performance obligations for installations using an output method that calculates the number of light fixtures completely
removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed
under the contract.
Most products are manufactured in accordance with our standard specifications. However, some products are manufactured to a
customer’s specific requirements with no alternative use to us. In such cases, and when we have an enforceable right to payment,
Product revenue is recorded on an over-time basis measured using an input methodology that calculates the costs incurred to date as
compared to total expected costs. There was no over-time revenue related to custom products recognized in fiscal year 2020 or 2019.
We offer a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of our 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 our net investment in the lease, which typically is
the net present value of the future cash flows.
We also record revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs
are supply-side agreements for the generation of electricity. Our last PPA expires in 2031. Revenue associated with the sale of energy
generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to
the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of
electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC
606. We also recognize revenue upon the sale to third parties of tax credits received from operating the solar facilities and from
amortizing a grant received from the federal government during the period starting when the power generating facilities were
constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the
scope of ASC 606.
Inventories. Inventories are stated at the lower of cost or net realizable value and include raw materials, work in process and
finished goods. Items are removed from inventory using the first-in, first-out method. Work in process inventories are comprised of
raw materials that have been converted into components for final assembly. Inventory amounts include the cost to manufacture the
item, such as the cost of raw materials and related freight, labor and other applied overhead costs. We review our inventory for
obsolescence. If the net realizable value, which is based upon the estimated selling price, less estimated costs of completion, disposal,
and transportation, falls below cost, then the inventory value is reduced to its net realizable value. Our inventory obsolescence reserves
at March 31, 2020 were $2.4 million, or 14.3% of gross inventory, and $2.8 million, or 17.4% of gross inventory, at March 31, 2019.
Allowance for Doubtful Accounts. We perform ongoing evaluations of our customers and continuously monitor collections and
payments and estimate an allowance for doubtful accounts based upon the aging of the underlying receivables, our historical
experience with write-offs and specific customer collection issues that we have identified. While such credit losses have historically
been within our expectations, and we believe appropriate reserves have been established, we may not adequately predict future credit
losses. If the financial condition of our customers were to deteriorate and result in an impairment of their ability to make payments,
additional allowances might be required which would result in additional general and administrative expense in the period such
46
determination is made. Our allowance for doubtful accounts was twenty-eight thousand dollars, or 0.3% of gross receivables, at March
31, 2020 and $0.2 million, or 1.4% of gross receivables, at March 31, 2019.
Recoverability of Long-Lived Assets. We evaluate long-lived assets such as property, equipment and definite lived intangible
assets, such as patents, customer relationships, developed technology, and non-competition agreements, for impairment whenever
events or circumstances indicate that the carrying value of the assets recognized in our financial statements may not be recoverable.
Factors that we consider include whether there has been a significant decrease in the market value of an asset, a significant change in
the way an asset is being utilized, or a significant change, delay or departure in our strategy for that asset, or a significant change in the
macroeconomic environment, such as the impact of the COVID-19 pandemic. Our assessment of the recoverability of long-lived
assets involves significant judgment and estimation. These assessments reflect our assumptions, which, we believe, are consistent with
the assumptions hypothetical marketplace participants use. Factors that we must estimate when performing recoverability and
impairment tests include, among others, forecasted revenue, margin costs and the economic life of the asset. If impairment is
indicated, we first determine if the total estimated future cash flows on an undiscounted basis are less than the carrying amounts of the
asset or assets. If so, an impairment loss is measured and recognized.
As of March 31, 2020, due to the forecasted change in the macroeconomic conditions due to the COVID-19 pandemic, a
triggering event occurred requiring us to evaluate our long-lived assets for impairment. Due to the central nature of our operations, our
tangible and intangible definite-lived assets support our full operations, are utilized by all three of our reportable segments, and do not
generate separately identifiable cash flows. As such, these assets together represent a single asset group. We performed the
recoverability test for the asset group by comparing the carrying value to the group’s expected future undiscounted cash flows. We
concluded that the undiscounted cash flows of the definite lived asset group exceeded the carrying value. As such the asset group was
deemed recoverable and no impairment was recorded.
During the second quarter of fiscal 2019, we listed our corporate office building in Manitowoc, Wisconsin for sale or lease to
increase liquidity through the divestiture of a non-core asset. Because of the uncertainty of a sale of our building, management
concluded that the sale is not probable within the next twelve months, therefore the building continues to be classified as held for use
as of March 31, 2020. The building is included in our long-lived asset group, which was evaluated for impairment during the second
quarter of fiscal 2020; the asset group was deemed recoverable and no impairment was recorded. However, as the building is currently
listed for below its net book value, the sale of our building could result in a non-cash impairment charge in future reporting periods.
Our impairment loss calculations require that we apply judgment in identifying asset groups, estimating future cash flows,
determining asset fair values, and estimating asset’s useful lives. To make these judgments, we may use internal discounted cash flow
estimates, quoted market prices, when available, and independent appraisals, as appropriate, to determine fair value.
If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values,
we may be required to recognize future impairment losses which could be material to our results of operations.
Indefinite Lived Intangible Assets. We test indefinite lived intangible assets for impairment at least annually on the first day of
our fiscal fourth quarter, or when indications of potential impairment exist. We monitor for the existence of potential impairment
indicators throughout the fiscal year. Our annual impairment test may begin with a qualitative test to determine whether it is more
likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If our qualitative assessment
reveals that asset impairment is more likely than not, we perform a quantitative impairment test by comparing the fair value of the
indefinite lived intangible asset to its carrying value. Alternatively, we may bypass the qualitative test and initiate impairment testing
with the quantitative impairment test.
We performed a qualitative assessment in conjunction with our annual impairment test of our indefinite lived intangible assets as
of January 1, 2020. This qualitative assessment considered our operating results for the first nine months of fiscal 2019 in comparison
to prior years as well as its anticipated fourth quarter results and fiscal 2020 plan. As a result of the conditions that existed as of the
assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required.
Stock-Based Compensation. We currently issue restricted stock awards to our employees, executive officers and directors. Prior
to fiscal 2015, we also issued stock options to these individuals. We apply the provisions of ASC 718, Compensation - Stock
Compensation, to these restricted stock and stock option awards which requires us to expense the estimated fair value of the awards
47
based on the fair value of the award on the date of grant. Compensation costs for equity incentives are recognized in earnings, on a
straight-line basis over the requisite service period.
Accounting for Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to
determine our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax
expenses, together with assessing temporary differences resulting from recognition of items for income tax and accounting purposes.
These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then
assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that
recovery is not likely, establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a
period, we must reflect this increase as an expense within the tax provision in our statements of operations.
Our judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation
allowance recorded against our net deferred tax assets. We continue to monitor the realizability of our deferred tax assets and adjust
the valuation allowance accordingly. For fiscal 2020, 2019, and 2018 we have recorded a full valuation allowance against our net
federal and net state deferred tax assets due to our cumulative three-year taxable losses. In making these determinations, we
considered all available positive and negative evidence, including projected future taxable income, tax planning strategies, recent
financial performance and ownership changes.
We believe that past issuances and transfers of our stock caused an ownership change in fiscal 2007 that affected the timing of
the use of our net operating loss carry-forwards, but we do not believe the ownership change affects the use of the full amount of the
net operating loss carry-forwards. As a result, our ability to use our net operating loss carry-forwards attributable to the period prior to
such ownership change to offset taxable income will be subject to limitations in a particular year, which could potentially result in
increased future tax liability for us.
As of March 31, 2020, we had net operating loss carryforwards of approximately $75.3 million for federal tax purposes and
$61.7 million for state tax purposes. As of the prior fiscal year, this amount is inclusive of the entire loss carryforward on the filed
returns.
We also had federal tax credit carryforwards of $1.3 million and state tax credit carryforwards of $0.8 million, which are fully
reserved for as part of our valuation allowance. Of these tax attributes, $8.5 million of the federal and state net operating loss
carryforwards are not subject to time restrictions on use but may only be used to offset 80% of future adjusted taxable income. The
$128.5 federal and state net operating loss and tax credit carryforwards will begin to expire in varying amounts between 2024 and
2040.
We recognize penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest were
immaterial as of the date of adoption and are included in unrecognized tax benefits.
By their nature, tax laws are often subject to interpretation. Further complicating matters is that in those cases where a tax
position is open to interpretation, differences of opinion can result in differing conclusions as to the amount of tax benefits to be
recognized under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Income Taxes.
ASC 740 utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax
position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (Step 2) is only
addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured as the largest amount of benefit, determined on a
cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Consequently, the level of evidence
and documentation necessary to support a position prior to being given recognition and measurement within the financial statements is
a matter of judgment that depends on all available evidence. As of March 31, 2020, the balance of gross unrecognized tax benefits was
approximately $0.3 million, of which $0.2 million would reduce our effective tax rate if recognized. We believe that our estimates and
judgments discussed herein are reasonable, however, actual results could differ, which could result in gains or losses that could be
material.
48
Recent Accounting Pronouncements
See Note 3 – Summary of Significant Accounting Policies to our accompanying audited consolidated financial statements for a
full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on
results of operations and financial condition.
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
Market risk is the risk of loss related to changes in market prices, including interest rates, foreign exchange rates and commodity
pricing that may adversely impact our consolidated financial position, results of operations or cash flows.
Inflation. Our results from operations have not historically been, and we do not expect them to be, materially affected by
inflation.
Foreign Exchange Risk. We face minimal exposure to adverse movements in foreign currency exchange rates. Our foreign
currency losses for all reporting periods have been nominal.
Interest Rate Risk. Our investments consist primarily of investments in money market funds. While the instruments we hold are
subject to changes in the financial standing of the issuer of such securities, we do not believe that we are subject to any material risks
arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that
affect market risk sensitive instruments. It is our policy not to enter into interest rate derivative financial instruments. As a result, we
do not currently have any significant interest rate exposure.
As of March 31, 2020, $10.0 million of our $10.1 million of outstanding debt was at floating interest rates. An increase of 1.0%
in the prime rate would result in an increase in our interest expense of approximately $0.1 million.
Commodity Price Risk. We are exposed to certain commodity price risks associated with our purchases of raw materials, most
significantly our aluminum purchases. A hypothetical 20% increase in aluminum prices would have had a negative impact of $0.7
million on our net income in fiscal 2020. We have not experienced any material adverse impacts from commodity price risk due to the
COVID-19 pandemic; however, as of the date of this report, we are not able to predict the future impact of COVID-19 on this risk.
49
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
Number
51
52
53
54
55
56
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Orion Energy Systems, Inc.
Manitowoc, Wisconsin
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Orion Energy Systems, Inc. (the “Company”) as of March 31, 2020
and 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the
period ended March 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March
31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020,
in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter – COVID-19
As more fully described in Note 2 to the consolidated financial statements, the Company has been negatively impacted by the
outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by the World Health Organization in March
2020.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2012.
Milwaukee, Wisconsin
June 5, 2020
51
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
Assets
Cash and cash equivalents
Accounts receivable, net
Revenue earned but not billed
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Other intangible assets, net
Long-term accounts receivable
Other long-term assets
Total assets
Liabilities and Shareholders’ Equity
Accounts payable
Accrued expenses and other
Deferred revenue, current
Current maturities of long-term debt
Total current liabilities
Revolving credit facility
Long-term debt, less current maturities
Deferred revenue, long-term
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares
at March 31, 2020 and 2019; no shares issued and outstanding at
March 31, 2020 and 2019
Common stock, no par value: Shares authorized: 200,000,000 at
March 31, 2020 and 2019; shares issued: 39,729,569 and
39,037,969 at March 31, 2020 and 2019; shares outstanding:
30,265,997 and 29,600,158 at March 31, 2020 and 2019
Additional paid-in capital
Treasury stock: 9,463,572 and 9,437,811 common shares at
March 31, 2020 and 2019
Retained deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
March 31,
2020
2019
28,751 $
10,427
560
14,507
723
54,968
11,817
2,216
760
2,802
72,563 $
19,834 $
7,228
107
35
27,204
10,013
50
715
3,546
41,528
8,729
14,804
3,746
13,403
695
41,377
12,010
2,469
165
56,021
19,706
7,410
123
96
27,335
9,202
81
791
642
38,051
—
—
—
156,503
(36,163 )
(89,305 )
31,035
72,563 $
—
155,828
(36,091)
(101,767)
17,970
56,021
$
$
$
$
52
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Product revenue
Service revenue
Total revenue
Cost of product revenue
Cost of service revenue
Total cost of revenue
Gross profit
Operating expenses:
General and administrative
Impairment of intangible assets
Sales and marketing
Research and development
Total operating expenses
Income (loss) from operations
Other income (expense):
Other income
Interest expense
Amortization of debt issue costs
Interest income
Total other expense
Income (loss) before income tax
Income tax expense (benefit)
Net income (loss)
Basic net income (loss) per share attributable to common shareholders
Weighted-average common shares outstanding
Diluted net income (loss) per share
Weighted-average common shares and share equivalents
outstanding
$
$
$
$
2020
Fiscal Year Ended March 31,
2019
2018
113,352 $
37,489
150,841
83,588
30,130
113,718
37,123
11,184
—
11,113
1,716
24,013
13,110
56,261 $
9,493
65,754
44,111
7,091
51,202
14,552
10,231
—
9,104
1,374
20,709
(6,157)
55,595
4,705
60,300
41,415
4,213
45,628
14,672
13,159
710
11,879
1,905
27,653
(12,981)
28
(279)
(243)
5
(489)
12,621
159
12,462 $
0.41 $
30,104,552
0.40 $
80
(493)
(101)
11
(503)
(6,660)
14
(6,674) $
(0.23) $
29,429,540
(0.23) $
248
(333)
(92)
15
(162)
(13,143)
(15)
(13,128)
(0.46)
28,783,830
(0.46)
30,964,777
29,429,540
28,783,830
53
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share amounts)
Common Stock
Shareholders’ Equity
Balance, March 31, 2017
Issuance of stock for services
Shares issued under Employee Stock Purchase
Plan
Stock-based compensation
Employee tax withholdings on stock-based
compensation
Collections on stockholder notes
Net loss
Balance, March 31, 2018
Shares issued under Employee Stock Purchase
Plan
Stock-based compensation
Employee tax withholdings on stock-based
compensation
Cumulative effect of accounting change due to
adoption of ASC 606
Net loss
Balance, March 31, 2019
Exercise of stock options and warrants for cash
Shares issued under Employee Stock Purchase
Plan
Stock-based compensation
Employee tax withholdings on stock-based
compensation
Net income
Balance, March 31, 2020
Additional
Paid-in
Capital
28,317,490 $ 153,901 $ (36,081) $
—
Treasury
Stock
24,747
—
Shares
Shareholder
Notes
Receivable
Retained
Earnings
(Deficit)
(4 ) $ (82,366) $
—
—
Total
Shareholders’
Equity
35,450
—
10,057
612,601
—
1,102
11
—
(10,482)
(1,230)
—
28,953,183
—
—
—
155,003
(11)
(4)
—
(36,085)
4,642
653,394
—
825
4
—
—
—
—
4
—
—
—
—
—
—
11
1,102
—
—
(13,128)
(95,494)
(11)
—
(13,128)
23,424
—
—
4
825
(10)
(11,061)
—
(10)
—
—
—
—
29,600,158
22,362
—
—
155,828
57
—
—
(36,091)
—
401
—
—
(6,674)
— (101,767)
—
—
401
(6,674)
17,970
57
2,361
669,238
—
618
7
—
—
—
—
—
7
618
(28,122)
—
(79)
—
30,265,997 $ 156,503 $ (36,163) $
—
—
—
—
—
12,462
— $ (89,305) $
(79)
12,462
31,035
54
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
2020
Fiscal Year Ended March 31,
2019
2018
$
12,462 $
(6,674) $
(13,128)
(used in) operating activities:
Depreciation
Amortization of intangible assets
Stock-based compensation
Amortization of debt issue costs
Impairment of intangible assets
Loss on sale of property and equipment
Provision for inventory reserves
Provision for bad debts
Other
Changes in operating assets and liabilities:
Accounts receivable
Revenue earned but not billed
Inventories
Deferred contract costs
Prepaid expenses and other assets
Accounts payable
Accrued expenses and other liabilities
Deferred revenue, current and long-term
Net cash provided by (used in) operating activities
Investing activities
Purchase of property and equipment
Additions to patents and licenses
Proceeds from sales of property, plant and equipment
Net cash used in investing activities
Financing activities
Payment of long-term debt
Proceeds from revolving credit facility
Payment of revolving credit facility
Payments to settle employee tax withholdings on stock-based
compensation
Debt issue costs
Net proceeds from employee equity exercises
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental cash flow information:
Cash paid for interest
Cash (paid) received for income taxes
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property, plant and equipment by issuing a debt
Operating lease assets obtained in exchange for new operating lease
liabilities
55
1,203
359
618
243
—
10
205
—
57
3,616
3,186
(1,319)
—
66
(79)
(192)
(92)
20,343
(814)
(131)
9
(936)
1,339
444
825
101
—
—
(202)
56
57
(5,840)
(1,390)
(4,689)
—
68
8,916
1,975
(44)
(5,058)
(381)
(68)
—
(449)
(92)
74,100
(73,289)
(80)
60,270
(54,976)
(76)
(91)
63
615
20,022
8,729
28,751 $
(254) $
(28) $
— $
2,757 $
(10)
(396)
4
4,812
(695)
9,424
8,729 $
(176) $
12 $
74 $
— $
$
$
$
$
$
1,404
607
1,102
92
710
—
1,261
22
(94)
419
—
4,706
(65)
391
20
(1,736)
(126)
(4,415)
(512)
(73)
—
(585)
(158)
68,734
(71,456)
(9)
—
6
(2,883)
(7,883)
17,307
9,424
(147)
17
—
—
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF BUSINESS
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, and federal and local
governments, predominantly in North America.
Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion also leases
office space in Jacksonville, Florida.
NOTE 2 — IMPACT OF COVID-19
The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally.
Orion’s business has been adversely impacted by measures taken by government entities and others to control the spread of the virus
beginning in March 2020, the last month of its fiscal 2020 year. As an essential business, Orion provides products and services to
ensure energy and lighting infrastructure and Orion therefore continues to operate throughout the pandemic. Nonetheless, Orion did
experience a material adverse effect from the COVID-19 pandemic due to the curtailment of activity in the last few weeks of the 2020
fiscal year and during the first quarter of fiscal 2021, including the delay of project installations for a major national account customer.
Although circumstances may change, further installations at this customer’s locations are currently not expected to recommence until
calendar year 2021.
As part of the Orion’s response to the impacts of the COVID-19, Orion has taken a number of cost reduction and cash
conservation measures, including reducing headcount. See Note 20 – Restructuring Expense.
While restrictions have begun to lessen in certain jurisdictions during Orion’s fiscal 2021 first quarter, stay-at-home or lockdown
orders remain in effect in others, with employees asked to work remotely if possible. Some customers and projects are in areas where
travel restrictions have been imposed, certain customers have either closed or reduced on-site activities, and timelines for the
completion of multiple projects have been extended. As of the date of this report, it is not possible to predict the overall impact the
COVID-19 pandemic will have on Orion’s business, liquidity, capital resources or financial results. However, Orion does expect that
the economic and regulatory impacts of COVID-19 will materially and adversely impact revenue and profitability in at least the first
half of fiscal 2021. If there is prolonged adverse impact, the carrying values of Orion’s business, liquidity, capital resources, financial
results, and the carrying values of Orion’s property, plant and equipment and intangible assets may be impacted negatively. Orion will
continue to actively monitor the situation and may take further actions that alter business operations.
Due to the forecasted change in macroeconomic conditions due to the COVID-19 pandemic, as of March 31, 2020, a triggering
event occurred requiring Orion to evaluate its long-lived assets for impairment. Orion performed the Step 1 recoverability test for the
asset group, and the asset group was deemed recoverable. See Note 8 – Property and Equipment.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law and includes certain
income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements
in the period the law was enacted, which is the period ended March 31, 2020. For the fiscal year ended March 31, 2020, the CARES
Act did not have a material impact on the Company’s consolidated financial statements.
56
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant
management estimates include revenue recognition, inventory obsolescence and allowance for doubtful accounts, accruals for
warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could
differ from those estimates.
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 and cash equivalents, 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.
Allowance for Doubtful Accounts
Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an
allowance for doubtful accounts based upon the aging of the underlying receivables, historical experience with write-offs and specific
customer collection issues that have been identified. See Note 5 – Accounts Receivable for further discussion of the allowance for
doubtful accounts.
57
Incentive Plan
Orion’s compensation committee approved an Executive Fiscal Year 2020 Annual Cash Incentive Program. The program
provided for performance cash bonus payments ranging from 50-100% of the fiscal 2020 base salaries of Orion’s named executive
officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive net income in
fiscal 2020. Based upon the results for the year ended March 31, 2020, Orion accrued approximately $0.8 million of expense related to
this plan.
Orion’s compensation committee approved an Executive Fiscal Year 2019 Annual Cash Incentive Program. The program
provided for performance cash bonus payments ranging from 50-100% of the fiscal 2019 base salaries of Orion’s named executive
officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive net income
above $0.1 million in fiscal 2019. Based upon the results for the year ended March 31, 2019, Orion did not accrue any expense related
to this plan.
Orion’s compensation committee approved an Executive Fiscal Year 2018 Annual Cash Incentive Program. The program
provided for performance cash bonus payments ranging from 50-100% of the fiscal 2018 base salaries of Orion’s named executive
officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive EBITDA in
fiscal 2018. Based upon the results for the year ended March 31, 2018, Orion did not accrue any expense related to this plan.
Revenue Recognition
Periods prior to April 1, 2018
Revenue was recognized in accordance with the revenue recognition requirements in “Revenue Recognition” (Topic 605)
(“ASC 605”) when the following criteria were 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.
Revenue was recorded net of estimated provisions for returns, early payment discounts and rebates and other consideration paid
to Orion’s customers. Revenues were presented net of sales tax and other sales related taxes.
For sales of Orion’s lighting and energy management technologies under multiple element arrangements, consisting of 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 determines
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 energy management
system products using management's best estimate of the selling price, as VSOE and TPE do not exist. Product revenue is recognized
when title and risk of loss for the products transfers. For product revenue, management's best estimate of selling price is determined
using a cost plus gross profit margin method.
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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 and TPE do 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 and TPE do 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 using a cost plus gross profit margin method with
consideration given to other relevant economic conditions and trends, customer demand, pricing practices, and margin objectives. The
determination of an estimated selling price is made through consultation with and approval by management, taking into account the
preceding factors.
Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and long-term
maintenance contracts 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.
Period Commencing April 1, 2018
General Information
Orion generates revenues primarily by selling commercial lighting fixtures and components and by installing these fixtures in its
customer’s facilities. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic
606) (“ASC 606”) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred
to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services.
Prices are generally fixed at the time of order confirmation. The amount of expected consideration includes estimated deductions and
early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and
projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation.
If there are multiple performance obligations in a single contract, the contract’s total sales price is allocated to each individual
performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price
at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the
stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. The cost-plus
margin approach is used to determine the stand-alone selling price for the installation performance obligation and is based on average
historical installation margin.
Revenue derived from customer contracts which include only performance obligation(s) for the sale of lighting fixtures and
components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded
at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon
delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of
the contract terms and the specific facts and circumstances concerning the transaction.
Revenue from a customer contract which includes both the sale of fixtures and the installation of such fixtures (which Orion
refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative
standalone selling prices.
59
Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when
management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is
determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of
the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or
delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture
is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete.
Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment
and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the
timing of various factors, including, but not limited to, those detailed below:
• when there is a legal transfer of ownership;
• when the customer obtains physical possession of the products;
• when the customer starts to receive the benefit of the products;
•
the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at,
the customer’s facility;
• whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered
to the customer’s facility;
• when each light fixture is physically installed and working correctly;
• when the customer formally accepts the product; and
• when Orion receives payment from the customer for the light fixtures.
Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue.
Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance
toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures
removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed
under the contract.
Most products are manufactured in accordance with Orion’s standard specifications. However, some products are manufactured
to a customer’s specific requirements with no alternative use to Orion. In such cases, and when Orion has an enforceable right to
payment, Product revenue is recorded on an over-time basis measured using an input methodology that calculates the costs incurred to
date as compared to total expected costs. There was no over-time revenue related to custom products recognized in fiscal year 2020 or
2019.
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 also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those
PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale
of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and
are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable
amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided
for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities
and from amortizing a grant received from the federal government during the period starting when the power generating facilities were
constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the
scope of ASC 606.
When shipping and handling activities are performed after a customer obtains control of the product, Orion has elected to treat
shipping and handling costs as an activity necessary to fulfill the performance obligation to transfer product to the customer and not as
60
a separate performance obligation. Any shipping and handling costs charged to customers are recorded in Product revenue. Shipping
and handling costs are accrued and included in Cost of product revenue.
See Note 11 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for
its products and services.
Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from
revenues) basis.
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.
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, 2020, Orion decreased its full valuation allowance by
$3.2 million against its deferred tax assets due to the decrease in 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.
Stock Based Compensation
Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line
basis over the requisite service period.
Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair
value recognition provisions of ASC 718, 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. As more fully described in Note 17 – Stock Options and
Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award
accounted for as a liability) to employees, executive officers and directors. Orion did not issue any stock options during fiscal 2020,
fiscal 2019 or fiscal 2018.
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.
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Concentration of Credit Risk and Other Risks and Uncertainties
Orion’s cash is deposited with two financial institutions. At times, deposits in these institutions exceed the amount of insurance
provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant
financial institution viability risk on these balances.
Orion purchases components necessary for its lighting products, including ballasts, lamps and LED components, from multiple
suppliers. For fiscal 2020, one supplier account for 11.8% of total cost of revenue. For fiscal 2019, no supplier accounted for more
than 10% of total cost of revenue.
In fiscal 2020, one customer accounted for 74.1% of revenue. In fiscal 2019, one customer accounted for 20.7% of total revenue.
In fiscal 2018, two customers accounted for 11.7% and 10.8% of total revenue.
As of March 31, 2020, two customers accounted for 37.3% and 13.0% of accounts receivable, respectively, and as of March 31,
2019, one customer accounted for 56.2% of accounts receivable.
Recent Accounting Pronouncements
Issued: Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on
its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and
clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal
years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these
changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the
guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations,
cash flows, and the related footnote disclosures.
Recently Adopted Standards
In April 2018, Orion adopted ASU 2014-09 and subsequent amendments, which is included in the Accounting Standards
Codification as "Revenue from Contracts with Customers" (Topic 606) (“ASC 606”) and Sub-Topic 340-40 (“ASC 340-40”), using
the modified retrospective approach. ASC 606 superseded the revenue recognition requirements in “Revenue Recognition” (Topic
605) ("ASC 605") and provides guidance on the accounting for other assets and deferred costs associated with contracts with
customers. ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers
at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASC
340-40 limits the circumstances that an entity can recognize an asset from the costs incurred to obtain or fulfill a contract that are not
subject to the guidance in other portions in the Accounting Standards Codification, such as those related to inventory. The provisions
of ASC 606 and ASC 340-40 require entities to use more judgments and estimates than under previous guidance when allocating the
total consideration in a contract to the individual promises to customers (“performance obligations”) and determining when a
performance obligation has been satisfied and revenue can be recognized. Orion’s adoption of ASC 606 did not have a material effect
on Orion's financial statements. Orion has updated its processes and controls necessary for implementing ASC 606, including the
increased footnote disclosure requirements.
In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which provided
clarification and additional guidance as to the presentation and classification of certain cash receipts and cash payments in the
statement of cash flows. This ASU provided guidance as to the classification of a number of transactions including: contingent
consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the
settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This new ASU was
62
effective for Orion beginning in the first quarter of fiscal 2019 and has been applied through retrospective adjustment to all periods
presented. The adoption of this ASU did not have a material impact on Orion’s consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation: Scope of Modification Accounting” which
provides guidance about which changes to the terms or conditions of a share-based payment award would require an entity to apply
modification accounting. The provisions of this ASU were effective for Orion beginning on April 1, 2018. The adoption of this ASU
did not have a material impact on Orion’s consolidated financial statements.
In April 2019, Orion adopted Accounting Standards Update 2016-02, and subsequent amendments, which is included in the
Accounting Standards Codification (“ASC”) as Topic 842, Leases (“ASC 842”), retrospectively through a cumulative-effect
adjustment. Orion elected the package of practical expedients provided for in ASU 842, which among other things, allows companies
to carry forward their historical lease classification. Previously, Orion followed the guidance set forth in ASC 840, Leases.
For Orion, the most significant difference between ASC 840 and ASC 842 is the requirement that lessees recognize right-of-use
assets and liabilities on the balance sheet for the rights and obligations created by long-term operating leases. Previously, the financial
impact associated with operating leases was recorded only in Orion’s statement of operations. Determining whether a contract
includes a lease, and assessing whether the lease should be accounted for as a finance lease or an operating lease, is a matter of
judgment based on whether the risks and rewards, as well as substantive control of the associated assets specified in the contract, have
been transferred from the lessor to the lessee.
Adoption of ASC 842 resulted in the recording of additional lease assets and lease liabilities of approximately $0.2 million as of
April 1, 2019. There was no impact to retained earnings. The adoption of ASC 842 did not materially impact Orion’s consolidated
results of operations and had no impact on Orion’s cash flows. Orion has updated its processes and controls necessary for
implementing ASC 842, including the increased footnote disclosure requirements.
NOTE 4 — REVENUE
Changes in Accounting Policies
Orion adopted ASC 606 and ASC 340-40 (the “new standards”) as of April 1, 2018 for contracts with customers that were not
fully complete as of April 1, 2018 using the modified retrospective transition method. The cumulative effect of initially applying the
new standards was recorded as a $0.4 million adjustment to the opening balance of retained deficit within Orion’s Consolidated
Statement of Shareholders’ Equity.
The new standards are applied separately for each contract between Orion and a customer. While the impact of the new
standards vary for each contract based on its specific terms, in general, the new standards result in Orion (a) delaying the recognition
of some of its Product revenue from the point of shipment until a later date during the installation period, (b) recording Service
revenue associated with installing lighting fixtures as such fixtures are installed instead of recording all Service revenue at the
completion of the installation, and (c) recording costs associated with installing lighting fixtures as they are incurred instead of
deferring such costs and recognizing them at the time Service revenue was recorded.
The adoption of the new standards also resulted in reclassifications (a) between Product revenue and Service revenue, and
between Cost of service revenue and Sales and marketing expenses in Orion’s Consolidated Statements of Operations, and (b)
between Accounts receivable, net, Revenue earned but not billed, Inventories, net, Deferred contract costs, Prepaid expenses and other
current assets, Accounts payable, Accrued expenses and other, Deferred revenue, current, Deferred revenue, long-term, and Other
long-term liabilities in Orion’s Consolidated Balance Sheets.
In accordance with the modified retrospective transition method, the historical information within Orion’s financial statements
has not been restated and continues to be reported under the accounting standard in effect for those periods. As a result, Orion has
disclosed the accounting policies in effect prior to April 1, 2018, as well as the policies applied starting April 1, 2018.
General Information
63
Orion generates revenues primarily by selling commercial LED lighting fixtures and components, including controls and
integrated IoT capabilities, and by installing these fixtures in its customer’s facilities on a turnkey basis via a dedicated installation and
support team. Orion recognizes revenue in accordance with the guidance in ASC 606 when control of the goods or services being
provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration
that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order
confirmation. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on
historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period,
and any amounts paid to customers in conjunction with fulfilling a performance obligation.
If there are multiple performance obligations in a contract, the contract’s total sales price is allocated to each individual
performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the
price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine
the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. The cost-
plus margin approach is used to determine the stand-alone selling price for the installation performance obligation and is based on
average historical installation margin.
Revenue derived from customer contracts which include only performance obligation(s) for the sale of lighting fixtures and
components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is
recorded at the point in time when management believes that the customer obtains control of the products, generally either upon
shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires
judgment by management of the contract terms and the specific facts and circumstances concerning the transaction.
Revenue from a customer contract which includes both the sale of fixtures and the installation of such fixtures (which Orion
refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative
standalone selling prices.
Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when
management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is
determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of
the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or
delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture
is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete.
Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment
and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the
timing of various factors, including, but not limited to, those detailed below:
• when there is a legal transfer of ownership;
• when the customer obtains physical possession of the products;
• when the customer starts to receive the benefit of the products;
•
the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at,
the customer’s facility;
• whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered
to the customer’s facility;
• when each light fixture is physically installed and working correctly;
• when the customer formally accepts the product; and
• when Orion receives payment from the customer for the light fixtures.
Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue.
Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance
toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures
removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed or installed under
the contract.
Most products are manufactured in accordance with Orion’s standard specifications. However, some products are manufactured
to a customer’s specific requirements with no alternative use to Orion. In such cases, and when Orion has an enforceable right to
payment, Product revenue is recorded on an over-time basis measured using an input methodology that calculates the costs incurred to
64
date as compared to total expected costs. There was no over-time revenue related to custom products recognized in the twelve months
ended March 31, 2020 or March 31, 2019.
Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those
PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale
of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and
are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable
amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided
for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities
and from amortizing a grant received from the federal government during the period starting when the power generating facilities were
constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the
scope of ASC 606.
When shipping and handling activities are performed after a customer obtains control of the product, Orion has elected to treat
shipping and handling costs as an activity necessary to fulfill the performance obligation to transfer product to the customer and not as
a separate performance obligation. Any shipping and handling costs charged to customers are recorded in Product revenue. Shipping
and handling costs are accrued and included in Cost of product revenue.
See Note 11 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for
its products and services.
Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from
revenues) basis.
Revenue Recognition
See Note 3 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies in effect prior to April
1, 2018, as well as the policies applied starting April 1, 2018 related to revenue recognition.
Contract Fulfillment Costs
Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of
product revenue at the time revenue is recorded. See Note 6 – Inventories. Costs associated with installation sales are expensed as
incurred.
Disaggregation of Revenue
Orion’s Product revenue includes revenue from contracts with customers accounted for under the scope of ASC 606 and revenue
which is accounted for under other guidance. For fiscal year 2020, Product revenue included $1.4 million derived from sales-type
leases for light fixtures, $0.2 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar
energy, and $0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of
the costs to construct the legacy solar facilities which are not under the scope of ASC 606. All remaining Product revenue, and all
Service revenue, are derived from contracts with customers as defined in ASC 606.
The primary end-users of Orion’s lighting products and services are (a) the federal government, and (b) commercial or industrial
companies.
The federal government obtains Orion products and services primarily through turnkey project sales that Orion makes to a select
group of contractors who focus on the federal government. Revenues associated with government end-users are primarily included in
the Orion Engineered Systems Division segment.
Commercial or industrial end-users obtain Orion products and services through turnkey project sales or by purchasing products
either direct from Orion or through distributors or energy service companies ("ESCOs"). Revenues associated with commercial and
industrial end-users are included within each of Orion’s segments, dependent on the sales channel.
See Footnote 18 - Segment Data, for additional discussion concerning Orion’s reportable segments.
65
The following table provides detail of Orion’s total revenues for the year ended March 31, 2020 (dollars in thousands):
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government
Commercial and industrial
Total lighting
Solar energy related revenues
Total revenues from contracts with customers
Revenue accounted for under other guidance
Total revenue
Product
Year Ended March 31, 2020
Services
Total
$
$
922 $
110,742
111,664
56
111,720
1,632
113,352 $
379 $
37,110
37,489
—
37,489
—
37,489 $
1,301
147,852
149,153
56
149,209
1,632
150,841
Cash Flow Considerations
Customer payments for material only orders are due shortly after shipment.
Turnkey projects where the end-user is a commercial or industrial company typically span between one week to three months.
Customer payment requirements for these projects vary by contract. Some contracts provide for customer payments for products and
services as they are delivered, other contracts specify that the customer will pay for the project in its entirety upon completion of the
installation.
Turnkey projects where the end-user is the federal government typically span a three to six-month period. The contracts for these
sales often provide for monthly progress payments equal to ninety percent (90%) of the value provided by Orion during the month.
Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three
and nine months. The customer executes an agreement providing for monthly payments of the contract price, plus interest, over a five-year
period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey
projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related
performance obligations. The portion of the transaction associated with the sale of the multiple individual light fixtures is accounted for as
sales-type leases in accordance with the guidance for leases. Revenues associated with the sales-type leases are included in Product revenue
and recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and
are operating as specified.
The payments associated with these transactions that are due during the twelve months subsequent to March 31, 2020 are included
in Accounts receivable, net in Orion’s Consolidated Balance Sheets. The remaining amounts due that are associated with these
transactions are included in Long-term accounts receivable in Orion’s Consolidated Balance Sheets.
The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable
from the customer to an independent financial institution either during, or shortly after completion of, the installation period. Upon
execution of the receivables purchase / sales agreement, all amounts due from the customer are included in Revenues earned but not billed
on Orion’s Consolidated Balance Sheets until cash is received from the financial institution. The financial institution releases funds to Orion
based on the customer’s monthly acknowledgment of the progress Orion has achieved in fulfilling its installation obligation. Orion provides
the progress certifications to the financial institution one month in arrears.
The total amount received from the sales of these receivables during the twelve months ended March 31, 2020, and 2019 was
$4.4 million and $6.9 million, respectively. Orion’s losses on these sales aggregated to $0.1 million and $0.3 million for the twelve
months ended March 31, 2020, and 2019, respectively, and are included in Interest expense in the Consolidated Statements of
Operations.
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Practical Expedients and Exemptions
Orion expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded
within Sales and marketing expense. There are no other capitalizable costs associated with obtaining contracts with customers.
Orion’s performance obligations related to lighting fixtures typically do not exceed nine months in duration. As a result, Orion
has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value
assigned to remaining performance obligations on contracts that have original expected durations of one year or less.
Orion has also adopted the practical expedient that provides an exemption to the disclosure requirement of the value assigned to
performance obligations associated with contracts that were not complete as of April 1, 2018.
Orion also elected the practical expedient that permits companies to not disclose quantitative information about the future
revenue when revenue is recognized as invoices are issued to customers for services performed.
Other than the turnkey projects which result in sales-type leases discussed above, Orion generally receives full payment for
satisfied performance obligations in less than one year. Accordingly, Orion does not adjust revenues for the impact of any potential
significant financing component as permitted by the practical expedients provided in ASC 606.
Contract Balances
A receivable is recognized when Orion has an enforceable right to payment in accordance with contract terms and an invoice has
been issued to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date.
Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a
common practice in Orion turnkey contracts. Once Orion has an unconditional right to consideration under a turnkey contract, Orion
typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. Revenue earned but not billed as of
March 31, 2020 and March 31, 2019 includes $39 thousand and $0.7 million, respectively, which was not derived from contracts with
customers and therefore not classified as a contract asset as defined by the new standards.
Long term accounts receivable as of March 31, 2020, includes $0.6 million of contract assets related to the service portion of the
long-term financing agreement provided one customer.
Deferred revenue, current as of March 31, 2020, includes $31 thousand of contract liabilities which represented consideration
received from customers prior to the point that Orion has fulfilled the promises included in a performance obligation and recorded
revenue.
Deferred revenue, long-term consists of the unamortized portion of the funds received from the federal government in 2010 and
2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with
a customer, this value is not a contract liability as defined by the new standards.
The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract
liabilities as of March 31, 2020, and March 31, 2019, after the adoption of the new standards (dollars in thousands):
Accounts receivable, net
Contract assets
Contract liabilities
March 31, 2020
$
$
$
10,427 $
1,082 $
31 $
March 31, 2019
14,804
3,005
48
There were no significant changes in the contract assets outside of standard reclassifications to Accounts receivable, net upon
billing. There were no significant changes to contract liabilities.
67
NOTE 5 — ACCOUNTS RECEIVABLE
Orion’s accounts receivable are due from companies in the commercial, governmental, 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. Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars
in thousands):
Accounts receivable, gross
Allowance for doubtful accounts
Accounts receivable, net
NOTE 6 — INVENTORIES
2020
2019
$
$
10,455 $
(28 )
10,427 $
15,011
(207)
14,804
Inventories consist of raw materials and components, such as drivers, 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 net realizable 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 12 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, 2020 and 2019, Orion's inventory balances were as follows (dollars in thousands):
As of March 31, 2020
Raw materials and components
Work in process
Finished goods
Total
As of March 31, 2019
Raw materials and components
Work in process
Finished goods
Total
Cost
Excess and
Obsolescence
Reserve
Net
$
$
$
$
9,639 $
699
6,598
16,936 $
9,161 $
1,010
6,056
16,227 $
(1,244) $
(305)
(880)
(2,429) $
(1,393) $
(269)
(1,162)
(2,824) $
8,395
394
5,718
14,507
7,768
741
4,894
13,403
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.
NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist primarily of prepaid subscription fees, prepaid insurance premiums, debt issue
costs, and sales tax receivable.
NOTE 8 — 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 and
68
equipment sold, or otherwise disposed of, are removed from the property and equipment 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.
As of March 31, 2020, due to the forecasted change in the macroeconomic conditions due to the COVID-19 pandemic, a
triggering event occurred requiring Orion to evaluate its long-lived assets for impairment. Due to the central nature of its operations,
Orion’s tangible and intangible definite-lived assets support its full operations, are utilized by all three of its reportable segments, and
do not generate separately identifiable cash flows. As such, these assets together represent a single asset group. Orion performed the
recoverability test for the asset group by comparing its carrying value to the group’s expected future undiscounted cash flows. Orion
concluded that the undiscounted cash flows of the long-lived asset group exceeded its carrying value. As such the asset group was
deemed recoverable and no impairment was recorded.
Property and equipment were comprised of the following (dollars in thousands):
Land and land improvements
Buildings and building improvements
Furniture, fixtures and office equipment
Leasehold improvements
Equipment leased to customers
Plant equipment
Construction in progress
Less: accumulated depreciation and amortization
Net property and equipment
March 31, 2020
March 31, 2019
$
$
433 $
9,470
7,270
324
4,997
12,021
15
34,530
(22,713 )
11,817 $
433
9,245
7,238
324
4,997
12,211
43
34,491
(22,481)
12,010
Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded
depreciation expense of $1.2 million, $1.3 million and $1.4 million for the years ended March 31, 2020, 2019 and 2018, respectively.
Depreciable lives by asset category are as follows:
Land improvements
Buildings and building improvements
Furniture, fixtures and office equipment
Leasehold improvements
Equipment leased to customers under Power Purchase Agreements
Plant equipment
10-15 years
10-39 years
2-10 years
Shorter of asset life or life of lease
20 years
3-10 years
No interest was capitalized for construction in progress during fiscal 2020 or fiscal 2019.
NOTE 9 — LEASES
From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Effective April 1, 2019,
leases are accounted for, and reported upon, following the requirements of ASC 842, Leases. Previously, leases were accounted for,
and reported upon, following the requirements of ASC 840, Leases.
For Orion, the most significant difference between ASC 840 and ASC 842 is the requirement that it recognize right-of-use
(“ROU”) assets and lease liabilities on the balance sheet whenever it leases assets from a third party. Previously, under ASC 840, only
assets leased from third parties that meet certain requirements, referred to as finance leases, were recorded on Orion’s balance sheet.
Previously, the financial impact of all other leases, referred to as operating leases, was limited to Orion’s results of operations.
69
Whether it is the lessee or the lessor, Orion’s determination of whether a contract includes a lease, and assessing how the lease
should be accounted for, is a matter of judgment based on whether the risks and rewards, as well as substantive control of the assets
specified in the contract, have been transferred from the lessor to the lessee. The judgement considers matters such as whether the
assets are transferred from the lessor to the lessee at the end of the contract, the term of the agreement in relation to the asset’s
remaining economic useful life, and whether the assets are of such a specialized nature that the lessor will not have an alternative use
for such assets at the termination of the agreement. Other matters requiring judgement are the lease term when the agreement includes
renewal or termination options and the interest rate used when initially determining the ROU asset and lease liability.
ROU assets represent Orion’s right to use an underlying asset for the lease term and lease liabilities represent Orion’s obligation
to make lease payments arising from the lease. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for
leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease
payments over the lease term. When available, Orion uses the implicit interest rate in the lease when completing this calculation.
However, as most of Orion’s operating lease agreements generating ROU assets do not provide the implicit rate, Orion’s incremental
borrowing rate under its line of credit, adjusted for differences in duration and the relative collateral value in relation to the payment
obligation, at the commencement of the lease is generally used in this calculation. The lease term includes options to extend or renew
the agreement, or for early termination of the agreement, when it is reasonably certain that Orion will exercise such option. ROU
assets are depreciated using the straight-line method over the lease term.
Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-
line basis over the lease term.
One of Orion’s frequent customers purchases products and installation services under agreements that provide for monthly
payments, at a fixed monthly amount, of the contract price, plus interest, typically over a five-year period. While Orion retains
ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used
lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the
agreement. The portions of the transaction associated with the sale of the light fixtures is accounted for as a sales-type lease. The total
transaction price in these contracts is allocated between the lease and non-lease components in the same manner as the total
transaction price of other turnkey projects containing lighting fixtures and installation services.
Orion leases portions of its corporate headquarters to third parties; all such agreements have been, and continue to be, classified
as operating leases under the applicable authoritative accounting guidance. The assets being leased continue to be included in Property
and equipment, net. Lease payments earned are recorded as a reduction in administrative expenses.
Assets Orion Leases from Other Parties
On January 31, 2020, Orion entered into the current lease for its approximately 196,000 square foot primary manufacturing and
distribution facility in Manitowoc, WI. The lease has a 10-year term, with the option to terminate after six years. Orion is responsible
for the costs of insurance and utilities for the facility. These costs are considered variable lease costs. The agreement is classified as an
operating lease.
The prior lease agreement for this facility provided the lessor the right to terminate the lease agreement at any time with 12
months’ notice to Orion. As a result, the agreement was previously classified as a short-term lease.
In February 2014, Orion entered into a multi-year lease agreement for use of approximately 10,500 square feet of office space in
a multi-use office building in Jacksonville, Florida. As of March 31, 2020, the lease had been extended to June 30, 2020. Subsequent
to year-end, this lease was extended for another three-year term. The agreement is classified as an operating lease.
Orion has leased other assets from third parties, principally office and production equipment. The terms of our other leases vary
from contract to contract and expire at various dates through 2020.
The weighted average discount rate for Orion’s lease obligations as of March 31, 2020 is 5.5%. The weighted average
remaining lease term as of March 31, 2020 is 5.8 years.
70
A summary of Orion’s assets leased from third parties follows (dollars in thousands):
Balance sheet classification
March 31, 2020
Assets
Operating lease assets
Liabilities
Current liabilities
Operating lease liabilities
Non-current liabilities
Operating lease liabilities
Total lease liabilities
Other long-term assets
$
Accrued expenses and other
Other long-term liabilities
$
2,745
691
2,830
3,521
Orion had operating lease costs of $0.7 million for the year ended March 31, 2020. This includes short-term leases and variable
lease costs, which are immaterial.
The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):
Maturity of Lease Liabilities
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Fiscal 2025
Thereafter
Total lease payments
Less: Interest
Present value of lease liabilities
Assets Orion Leases to Other Parties
Operating Leases
$
692
675
693
714
735
628
4,137
(616)
3,521
$
$
Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between
three and nine months. The customer executes an agreement providing for monthly payments, at a fixed monthly amount, of the
contract price, plus interest, over typically a five-year period. The total transaction price in these contracts is allocated between
product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is
accounted for consistently with all other installation related performance obligations under ASC 606.
While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying
economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer
after completion of the agreement. Therefore, the portions of the transaction associated with the sale of the multiple individual light
fixtures is accounted for as a sales-type lease under ASC 842.
Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of
product revenues in the Consolidated Statement of Operations. These amounts are recorded for each fixture separately based on the
customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The execution of the
acknowledgement is considered the commencement date as defined in ASC 842.
The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March
31, 2020 (dollars in thousands):
Product revenue
Cost of product revenue
March 31, 2020
$
1,362
1,208
The Consolidated Balance Sheets as of March 31, 2020 includes an immaterial amount related to the net investment in sales-type
leases. The Balance Sheet as of and March 31, 2019 does not include a net investment in sales-type leases as all amounts due from the
customer associated with lighting fixtures that were acknowledged to be installed and working correctly prior to period end were
transferred to the financing institution prior to the respective balance sheet dates.
71
Other Agreements where Orion is the Lessor
Orion has leased unused portions of its corporate headquarters to third parties. The length and payment terms of the leases vary
from contract to contract and, in some cases, include options for the tenants to extend the lease terms. Annual lease payments are
recorded as a reduction in administrative operating expenses and not material in the year ended March 31, 2020. Orion accounts for
these transactions as operating leases.
NOTE 10 — OTHER INTANGIBLE ASSETS
The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful
lives. Intangible assets with indefinite lives are not amortized.
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
Licenses
Customer relationships
Developed technology
Non-competition agreements
10-17 years
7-13 years
5-8 years
8 years
5 years
Straight-line
Straight-line
Accelerated based upon the pattern of economic benefits
consumed
Accelerated based upon the pattern of economic benefits
consumed
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, 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.
Indefinite lived intangible assets are evaluated for impairment at least annually on the first day of Orion’s fiscal fourth quarter,
or when indications of potential impairment exist. This annual impairment review may begin with a qualitative test to determine
whether it is more likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If the qualitative
assessment reveals that asset impairment is more likely than not, a quantitative impairment test is performed comparing the fair value
of the indefinite lived intangible asset to its carrying value. Alternatively, the qualitative test may be bypassed and the quantitative
impairment test may be immediately performed. If the fair value of the indefinite lived intangible asset exceeds its carrying value, the
indefinite lived intangible asset is not impaired and no further review is performed. If the carrying value of the indefinite lived
intangible asset exceeds its fair value, an impairment loss would be recognized in an amount equal to such excess. Once an
impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset.
Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets
as of January 1, 2020. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2020 in
comparison to prior years as well as its anticipated fourth quarter results and fiscal 2021 plan. As a result of the conditions that existed
as of the assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required.
During the second quarter of fiscal 2018, as a result of lower than anticipated operating results in the first half of fiscal 2018,
Orion revised its full year fiscal 2018 forecast. As such, a triggering event occurred as of September 30, 2017, requiring Orion to
evaluate its long-lived assets for impairment. Orion performed a quantitative impairment review of its indefinite lived intangible assets
related to the Harris trade name applying the royalty replacement method to determine the asset’s fair value as of September 30, 2017.
Under the royalty replacement method, the fair value of the Harris tradename was determined based on a market participant’s view of
the royalty that would be paid to license the right to use the tradename. This quantitative analysis incorporated several assumptions
including forecasted future revenues and cash flows, estimated royalty rate, based on similar licensing transactions and market royalty
rates, and discount rate, which incorporates assumptions such as weighted-average cost of capital and risk premium. As a result of this
impairment test, the carrying value of the Harris trade name exceeded its estimated fair value and an impairment of $0.7 million was
72
recorded to Impairment of intangible assets during the quarter ended September 30, 2017 to reduce the asset’s carrying value to its
calculated fair value. This fair value determination was categorized as Level 3 in the fair value hierarchy.
The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands):
March 31, 2020
March 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
Patents
Licenses
Trade name and trademarks
Customer relationships
Developed technology
Total
$
$
2,766 $
58
1,014
3,600
900
8,338 $
(1,700) $
(58)
—
(3,545)
(819)
(6,122) $
1,066 $
—
1,014
55
81
2,216 $
2,667 $
58
1,007
3,600
900
8,232 $
(1,529) $
(58)
—
(3,459)
(717)
(5,763) $
1,138
—
1,007
141
183
2,469
As of March 31, 2020, the weighted average useful life of intangible assets was 5.13 years. The estimated amortization expense
for each of the next five years is shown below (dollars in thousands):
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Fiscal 2025
Thereafter
$
$
292
194
103
99
91
423
1,202
Amortization expense is set forth in the following table (dollars in thousands):
Amortization included in cost of sales:
Patents
Total
Amortization included in operating expenses:
Customer relationships
Developed technology
Non-competition agreements
Total
Total amortization of intangible assets
2020
Fiscal Year Ended March 31,
2019
2018
$
$
$
$
171 $
171 $
86 $
102
—
188
359 $
171 $
171 $
133 $
135
5
273
444 $
159
159
272
156
20
448
607
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 writes off the remaining carrying value as a charge to general
and administrative expense within its Consolidated Statement of Operations. In fiscal years 2020, 2019, and 2018, write-offs were
immaterial.
Included in other income are product royalties received from licensing agreements for our patents.
73
NOTE 11 — ACCRUED EXPENSES AND OTHER
As of March 31, 2020 and March 31, 2019, Accrued expenses and other included the following (dollars in thousands):
Compensation and benefits
Sales tax
Contract costs
Legal and professional fees
Warranty
Sales returns reserve (1)
Credits due to customers (1)
Other accruals
Total
March 31, 2020
March 31, 2019
$
$
2,594 $
513
1,173
312
708
98
932
898
7,228 $
1,212
713
3,293
356
282
141
987
426
7,410
(1)
Sales returns reserve was previously classified in Accounts receivable, net and Credits due to customers was previously
classified in Accounts payable. As of April 1, 2018, in conjunction with the adoption of ASC 606, these balances are now
included in Accrued expenses and other on the Consolidated Balance Sheets.
Orion generally offers a limited warranty of one to 10 years on its lighting products including the pass through of standard
warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED
modules, LED chips, LED drivers, control devices, and other fixture related items, which are significant components in Orion's
lighting products.
Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):
Beginning of year
Reclassification on adoption of ASC 606
Accruals
Warranty claims (net of vendor reimbursements)
Ending balance
March 31,
2020
2019
$
$
657 $
—
863
(451 )
1,069 $
673
73
158
(247)
657
74
NOTE 12 — NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by
the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.
Diluted net income (loss) per common share reflects the dilution that would occur if stock options were exercised and restricted
shares vested. In the computation of diluted net income (loss) per common share, Orion uses the treasury stock method for outstanding
options and restricted shares. Because of the net loss for the years ended March 31, 2019 and March 31, 2018, potentially dilutive
securities would be anti-dilutive, and therefore diluted net income (loss) per common share is the same as basic net income (loss) per
common share for the years ended March 31, 2019 and March 31, 2018. Net income (loss) per common share is calculated based upon
the following shares:
Numerator:
Net income (loss) (dollars in thousands)
Denominator:
Weighted-average common shares outstanding
Weighted-average effect of assumed conversion of stock options and restricted stock
Weighted-average common shares and share equivalents outstanding
Net income (loss) per common share:
$
Fiscal Year Ended March 31,
2019
2018
2020
12,462 $
(6,674) $
(13,128)
30,104,552 29,429,540 28,783,830
—
30,964,777 29,429,540 28,783,830
860,225
—
Basic
Diluted
$
$
0.41 $
0.40 $
(0.23) $
(0.23) $
(0.46)
(0.46)
The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income
(loss) per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period:
Common stock options
Restricted shares
Total
NOTE 13 — LONG-TERM DEBT
2020
164,072
March 31,
2018
2019
629,667
467,836
— 1,312,593 1,485,799
164,072 1,780,429 2,115,466
Long-term debt as of March 31, 2020 and 2019 consisted of the following (dollars in thousands):
Revolving credit facility
Equipment debt obligations
Total long-term debt
Less current maturities
Long-term debt, less current maturities
March 31,
2020
2019
$
$
10,013 $
85
10,098
(35 )
10,063 $
9,202
177
9,379
(96)
9,283
75
Revolving Credit Agreement
On October 26, 2018, Orion and its subsidiaries entered into a new secured revolving Business Financing Agreement with
Western Alliance Bank, as lender (the “Credit Agreement”). On June 3, 2019, Orion and certain of its subsidiaries entered into an
amendment (the “First Amendment”) to the Credit Agreement, which increased the maximum borrowing base credit available for
certain of the customer receivables included in Orion’s borrowing base and provided for a borrowing base credit of up to $3.0 million
based on inventory, in each case, subject to certain conditions. On August 2, 2019, Orion and certain of its subsidiaries entered into a
second amendment (the “Second Amendment”) to the Credit Agreement, which established a rent reserve in an amount equal to three
months’ rent payable at any leased location where Orion maintains inventory included in its borrowing base and provided for a
reduction of the borrowing base credit that Orion may receive for inventory if Orion defaults under the lease for any such location. As
of March 31, 2020, this rent reserve equaled $0.1 million. On November 21, 2019, Orion and certain of its subsidiaries entered into a
third amendment (the “Third Amendment”) to the Credit Agreement, which extended the maturity date from October 26, 2020 to
October 26, 2021; increased the sublimit under the Credit Agreement for advances under business credit cards from $1.5 million to $3
million; created a new $2 million sublimit permitting entry into foreign currency forward contracts with the lender; expanded the
Company’s ability to make capital expenditures and incur other debt from time to time; and permitted the lender to amend the
financial covenant included in the Credit Agreement (which requires the maintenance of a certain amount of unrestricted cash on
deposit with the lender at the end of each month) upon receipt of the Company’s annual projections.
The Credit Agreement, as amended provides for a revolving credit facility (the “Credit Facility”) that matures on October 26,
2021. Borrowings under the Credit Facility are currently limited to $20.15 million, subject to a borrowing base requirement based on
eligible receivables and inventory. The Credit Agreement includes a $2.0 million sublimit for the issuance of letters of credit. As of
March 31, 2020, Orion’s borrowing base was $11.2 million, and Orion had $10.0 million in borrowings outstanding which were
included in non-current liabilities in the accompanying Consolidated Balance Sheets. Orion had no outstanding letters of credit leaving
total borrowing availability of $1.2 million.
The Credit Agreement is secured by a security interest in substantially all of Orion's and its subsidiaries’ personal property.
Borrowings under the Credit Agreement generally bear interest at floating rates based upon the prime rate (but not less than
5.00% per year) plus an applicable margin determined by reference to Orion’s quick ratio (defined as the aggregate amount of
unrestricted cash, unrestricted marketable securities and, with certain adjustments, receivables convertible into cash divided by total
current liabilities, including the obligations under the Credit Agreement). As of March 31, 2020, the applicable interest rate was
5.25%. Among other fees, Orion is required to pay an annual facility fee equal to 0.45% of the credit limit under the Credit
Agreement, which was paid at commencement (October 26, 2018) and is due on each anniversary thereof.
The Credit Agreement requires Orion to maintain nine months’ of “RML” as of the end of each month. For purposes of the
Credit Agreement, RML is defined as, as of the applicable determination date, unrestricted cash on deposit with the lender plus
availability under the Credit Agreement divided by an amount equal to, for the applicable trailing three-month period, consolidated net
profit before tax, plus depreciation expense, amortization expense and stock-based compensation, minus capital lease principal
payments, tested as of the end of each month. As of March 31, 2020, Orion was in compliance with this RML requirement.
The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion’s
ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion’s
stock, redeem, retire or purchase shares of Orion’s stock, make investments or pledge or transfer assets. If an event of default under
the Credit Agreement occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare
any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject
of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit
Agreement will automatically become immediately due and payable.
As of March 31, 2020, Orion is in compliance with all debt covenants.
76
Equipment Debt Obligation
In June 2015, Orion entered into an agreement with a financing company in the principal amount of $0.4 million to fund the
purchase of certain equipment. The debt is secured by the related equipment. The debt bears interest at a rate of 5.94% and matures in
June 2020.
In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $44
thousand and $30 thousand fund certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of
6.43% and 8.77% respectively and both debts mature in January 2024.
Customer Equipment Finance Notes Payable
In December 2014, Orion entered into a secured borrowing agreement with a financing company in the principal amount of $0.4
million to fund completed customer contracts under its OTA finance program that were previously funded under a different OTA credit
agreement. The loan amount was secured by the OTA-related equipment and the expected future monthly payments under the
supporting 25 individual OTA customer contracts. The borrowing agreement bore interest at a rate of 8.36% and matured in April
2018.
Aggregate Maturities
As of March 31, 2020, aggregate maturities of long-term debt were as follows (dollars in thousands):
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Fiscal 2025
$
$
35
10,027
16
17
3
10,098
NOTE 14 — INCOME TAXES
The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands):
Current
Deferred
Total
Federal
State
Total
2020
Fiscal Year Ended March 31,
2019
2018
84 $
75
159 $
(5) $
19
14 $
2020
2019
2018
56 $
103
159 $
3 $
11
14 $
4
(19)
(15)
(28)
13
(15)
$
$
$
$
77
A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows:
Statutory federal tax rate
State taxes, net
Federal tax credit
Change in valuation reserve
Permanent items
Change in tax contingency reserve
Federal refunds
U.S. tax reform, corporate rate reduction
Equity compensation cancellations
Federal loss, ASU 2016-09
Other, net
Effective income tax rate
2020
Fiscal Year Ended March 31,
2019
2018
21.0%
6.5%
—%
(25.0)%
(1.0)%
0.2%
0.0%
—%
0.2%
—%
(0.6)%
1.3%
21.0 %
5.6 %
(0.3 )%
(23.8 )%
(1.1 )%
— %
0.3 %
— %
(1.0 )%
— %
(0.9 )%
(0.2 )%
30.8%
2.2%
(0.3)%
51.4%
(1.4)%
(0.1)%
0.3%
(75.2)%
(15.7)%
7.7%
0.4%
0.1%
The net deferred tax assets and liabilities reported in the accompanying consolidated financial statements include the following
components (dollars in thousands):
Inventory, accruals and reserves
Interest deduction carry-forward
Federal and state operating loss carry-forwards
Tax credit carry-forwards
Equity compensation
Deferred revenue
Lease liability
Lease ROU asset
Fixed assets
Intangible assets
Other
Valuation allowance
Total net deferred tax liabilities
March 31,
2020
2019
1,046
—
19,540
1,916
250
18
903
(704 )
(689 )
(248 )
121
(22,228 )
(75 ) $
1,118
127
22,909
1,921
288
(90)
—
—
(781)
(300)
194
(25,386)
—
$
The Tax Cut and Jobs Act ("Act") was enacted December 22, 2017. The Act significantly changes U.S tax law by, among other
things, reducing the U.S. federal corporate tax rate from 35% to 21%, imposing a one-time transition tax on earnings of certain foreign
subsidiaries that were previously tax deferred, and creating new taxes on certain foreign sourced earnings.
Orion remeasured its deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally
the 21% federal corporate tax rate. The provisional amount recorded related to the remeasurement of its deferred tax balance
decreased deferred tax assets by $9.9 million in fiscal 2018. Substantially all of this decrease to deferred tax assets was offset by a
corresponding decrease to the valuation allowance. There was no impact on the prior year income tax expense for the federal corporate
tax rate change due to Orion's prior year taxable loss.
The Act also required companies to pay a one-time transition tax on Orion's total post-1986 earnings and profits ("E&P") of its
foreign subsidiary that were previously tax deferred from US income taxes. Since Orion's foreign subsidiary had negative E&P, Orion
estimated there was no transition tax to be reported in income tax expense.
The CARES Act includes significant business tax provisions that, among other things, temporarily eliminate the taxable income
limit for certain NOLs, allow businesses to carry back tax year 2018-2020 NOLs to the five prior tax years, accelerate refunds of
corporate AMT credits, and generally decrease the amount of disallowed business interest expense. Because of Orion’s loss
78
carryforwards, Orion does not anticipate the income tax provisions of the CARES Act to result in a material cash or financial
statement impact.
As of March 31, 2020, Orion has federal NOL carryforwards of approximately $75.3 million, and state NOL carryforwards of
approximately $61.7 million. Upon adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to
Employee Share-Based Payment Accounting, in fiscal year 2018, the federal and state loss NOL carryforwards associated with historic
exercises of Non-Qualified Stock Options have been recorded as deferred tax assets. Orion also has federal tax credit carryforwards of
approximately $1.3 million and state tax credits of $0.8 million. All of Orion's tax credit carryforwards and $128.5 million of its NOL
carryforwards will begin to expire in varying amounts between 2024 and 2040. The remaining $8.5 million of its federal and state
NOL carryforwards are not subject to time restrictions but may only be used to offset 80% of adjusted taxable income. All of its
carryforwards are offset by a valuation allowance
For the fiscal year ended March 31, 2020, Orion recorded a valuation allowance of $22.2 million against its net deferred tax
assets due to the uncertainty of its realization value in the future. For the fiscal year ended March 31, 2020, the valuation allowance
against Orion's net federal and net state deferred tax assets decreased $3.2 million, primarily due to the current year loss usage. For the
fiscal year ended March 31, 2019, the valuation allowance increased $1.6 million, primarily due to the fiscal 2019 loss. 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. There was no
limitation of NOL carryforwards that occurred for fiscal 2020, fiscal 2019, or fiscal 2018.
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.
Orion files income tax returns in the United States federal jurisdiction and in several state jurisdictions. The Company's federal
tax returns for tax years beginning April 1, 2016 or later are open. For states in which Orion files state income tax returns, the statute
of limitations is generally open for tax years ended March 31, 2016 and forward.
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.
Uncertain tax positions
As of March 31, 2020, the balance of gross unrecognized tax benefits was approximately $0.3 million, $0.2 million of which
would affect Orion’s effective tax rate if recognized.
79
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):
Unrecognized tax benefits as of beginning of fiscal year
Additions based on tax positions related to the current period positions
Additions/(Reductions) for tax positions of prior years
Unrecognized tax benefits as of end of fiscal year
$
$
130 $
23
106
259 $
129 $
1
—
130 $
113
2
14
129
2020
Fiscal Year Ended March 31,
2019
2018
NOTE 15 — COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure
materials on hand. As of March 31, 2020, Orion had entered into $7.7 million of purchase commitments related primarily to 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 2020, Orion made matching contributions of $0.1 million. In fiscal 2019 and 2018, Orion made matching contributions
of approximately $9 thousand in each of the fiscal years.
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 does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its
future results of operations. In addition to ordinary-course litigation, Orion was or is a party to the proceedings described below.
State Tax Assessment
During fiscal year 2018, Orion was notified of a pending sales and use tax audit by the Wisconsin Department of Revenue for
the period covering April 1, 2013 through March 31, 2017. Although the final resolution of the Company’s sales and use tax audit is
uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will
not have a material adverse effect on the Company’s consolidated balance sheet, statements of operations, or liquidity.
During fiscal 2019, Orion was notified of a pending sales and use tax audit by the California Department of Tax and Fee
Administration for the period covering April 1, 2015 through March 31, 2018. During fiscal 2020, the sales and use tax audit was
finalized. The ultimate disposition of this matter did not have a material adverse effect on the Orion's Consolidated Balance Sheets,
statements of operations, or liquidity.
80
NOTE 16 — SHAREHOLDERS’ EQUITY
Share Repurchase Program and Treasury Stock
In 2011 and 2012, Orion’s Board approved several share repurchase programs authorizing Orion to repurchase in aggregate up
to a maximum of $ 7,500,000 of Orion's outstanding common stock. As of March 31, 2020, Orion had repurchased 3,022,349 shares
of common stock at a cost of $6.8 million under these programs. Orion did not repurchase any shares in fiscal 2020, fiscal 2019 or
fiscal 2018 and currently does not intend to repurchase any additional common stock under this program in the near-term.
Shareholder Rights Plan
On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated
as of January 7, 2009 and extended its terms by three years to January 7, 2022. Under the amendment, each common share purchase
right (a “Right”), if exercisable, will initially represent the right to purchase from Orion, one share of Orion’s common stock, no par
value per share, for a purchase price of $7.00 per share (the “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 Rights Agreement) 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 Rights Agreement) 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, 2022.
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. In prior years, Orion issued loans to non-executive
employees to purchase shares of its stock. The loan program has been discontinued and new loans are no longer issued. Orion had the
following shares issued from treasury during fiscal 2020 and fiscal 2019:
Quarter Ended March 31, 2020
Quarter Ended December 31, 2019
Quarter Ended September 30, 2019
Quarter Ended June 30, 2019
Total
81
As of March 31, 2020
Shares Issued
Under ESPP
Plan
Closing Market
Price
512 $
666 $
570 $
613 $
2,361 $
3.70
3.35
2.85
2.97
2.85 - 3.70
Quarter Ended March 31, 2019
Quarter Ended December 31, 2018
Quarter Ended September 30, 2018
Quarter Ended June 30, 2018
Total
As of March 31, 2019
Shares Issued
Under ESPP
Plan
Closing Market
Price
1,581 $
1,708 $
938 $
415 $
4,642 $
0.89
0.57
0.96
1.10
0.57 - 1.10
NOTE 17 — STOCK OPTIONS AND RESTRICTED SHARES
At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy
Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016
Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000
shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the
Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents
on unvested awards. As of March 31, 2020, the number of shares available for grant under the plans was 1,725,845.
The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the
Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance
shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.
Prior to the 2016 Omnibus Incentive Plan, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended,
which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the
2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan.
Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan
or under the Amended 2016 Plan.
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 Amended 2016 Plan and the 2004 Plan also permit accelerated
vesting in the event of certain changes of control of Orion as well as under other special circumstances.
Orion historically granted stock options and restricted stock under the Former Plan. Orion has not issued stock options since
fiscal 2014 and instead has issued restricted stock.
Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair
value recognition provisions of ASC 718, 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.
In fiscal 2020, an aggregate of 279,468 restricted shares were granted valued at a price per share between $2.69 and $3.03,
which was the closing market price as of each grant date. In fiscal 2019, an aggregate of 529,000 restricted shares were granted valued
at a price per share between $0.84 and $1.00, which was the closing market price as of each grant date. In fiscal 2018, an aggregate of
730,410 restricted shares were granted valued at a price per share between $0.88 and $1.95, which was the closing market price as of
each grant date.
82
The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in
thousands):
Cost of product revenue
Cost of service revenue
General and administrative
Sales and marketing
Research and development
2020
Fiscal Year Ended March 31,
2019
2018
3 $
(1)
576
2
38
618 $
2 $
3
764
54
2
825 $
12
—
929
155
6
1,102
$
$
The following table summarizes information with respect to outstanding stock options:
Outstanding at March 31, 2017
Granted
Exercised
Forfeited
Outstanding at March 31, 2018
Granted
Exercised
Forfeited
Outstanding at March 31, 2019
Granted
Exercised
Forfeited
Outstanding at March 31, 2020
Exercisable at March 31, 2020
Number of
Shares
Weighted
Average
Exercise
Price
1,520,953 $
— $
— $
(891,286 ) $
629,667 $
— $
— $
(161,831 ) $
467,836 $
— $
(22,362 ) $
(49,174 ) $
396,300 $
396,300
3.36
—
—
3.51
3.36
—
—
3.61
3.14
—
2.51
4.63
2.80
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 $3.70 as of March 31, 2020.
The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2020:
$1.62 - 2.20
$2.41 - 2.75
$2.86 - 4.28
March 31, 2020
Weighted
Average
Remaining
Contractual
Life (Years)
Weighted
Average
Exercise
Price
1.79 $
2.22
0.86
1.48 $
1.92
2.48
3.70
2.80
Outstanding and
Vested
133,292
98,936
164,072
396,300
During fiscal 2020, Orion recognized seven thousand dollars of stock-based compensation expense related to stock options.
83
During fiscal 2020, Orion granted restricted shares as follows:
Balance at March 31, 2019
Shares issued
Shares vested
Shares forfeited
Shares outstanding at March 31, 2020
Per share price on grant date
1,312,593
279,468
(669,238)
(150,103)
772,720
$2.69 - 3.03
During fiscal 2020, Orion recognized $0.6 million of stock-based compensation expense related to restricted shares.
As of March 31, 2020, the weighted average grant-date fair value of restricted shares granted was $3.02.
Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2020 is expected to
be recognized as follows (dollars in thousands):
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Thereafter
Remaining weighted average expected term
NOTE 18 — SEGMENT DATA
$
$
502
310
108
12
6
938
2.1 years
Orion has the following business segments: Orion Engineered Services Division (“OES”), Orion Distribution Services Division
(“ODS”), and Orion U.S. Markets Division (“USM”). The accounting policies are the same for each business segment as they are on a
consolidated basis.
Orion Engineered Systems Division (“OES”)
The OES segment develops and sells lighting products and provides construction and engineering services for Orion's
commercial lighting and energy management systems. OES provides engineering, design, lighting products and in many cases turnkey
solutions for large national accounts, governments, municipalities, schools and other customers.
Orion Distribution Services Division (“ODS”)
The ODS segment sells lighting products through manufacturer representative agencies and a network of North American
broadline electrical distributors and contractors.
Orion U.S. Markets Division (“USM”)
The USM segment sells commercial lighting systems and energy management systems to the wholesale contractor markets.
USM customers include ESCOs and contractors.
84
Corporate and Other
Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile
to consolidated results (dollars in thousands).
(dollars in thousands)
Segments:
Engineered Systems
Distribution Services
U.S. Markets
Corporate and Other
Segments:
Engineered Systems
Distribution Services
U.S. Markets
Corporate and Other
Segments:
Engineered Systems
Distribution Services
U.S. Markets
Corporate and Other
Revenues
For the year ended March 31,
2019
2018
2020
Operating Income (Loss)
For the year ended March 31,
2019
2018
2020
$ 122,744 $
15,087
13,010
—
$ 150,841 $
30,925 $
24,173
10,656
—
65,754 $
23,827 $
27,906
8,567
—
60,300 $
16,164 $
(852 )
2,447
(4,649 )
13,110 $
(1,237) $
(1,742)
1,132
(4,310)
(6,157) $
(3,792)
(325)
(3,123)
(5,741)
(12,981)
Depreciation and Amortization
For the year ended March 31,
2019
2018
2020
Capital Expenditures
For the year ended March 31,
2019
2020
2018
$
$
1,013 $
187
126
236
1,562 $
774 $
485
233
291
1,783 $
988 $
275
267
481
2,011 $
302 $
81
78
353
814 $
165 $
44
31
215
455 $
151
217
73
71
512
March 31, 2020
March 31, 2019
Total Assets
$
$
22,354 $
5,502
4,859
39,848
72,563 $
28,486
5,704
4,578
17,253
56,021
Orion’s revenue outside the United States is insignificant and Orion has no long-lived assets outside the United States.
NOTE 19 — RESTRUCTURING EXPENSE
During the fourth quarter of fiscal 2020, as part of Orion’s response to the impacts of the COVID-19 pandemic, Orion entered
into separation agreements with multiple employees, and recognized $0.4 million of expense. Orion’s restructuring expense for the 12
months ended March 31, 2020 and March 31, 2019 is reflected within its consolidated statements of operations as follows (dollars in
thousands):
Cost of product revenue
Cost of product service
General and administrative
Sales and marketing
Total
Year Ended
March 31,
2020
Year Ended
March 31,
2019
$
$
82 $
74
28
207
391 $
—
—
26
17
43
85
Total restructuring expense by segment was recorded as follows (dollars in thousands):
Orion Engineered Systems
Orion Distribution Systems
Corporate and Other
Total
NOTE 20 — SUBSEQUENT EVENTS
Year Ended
March 31,
2020
Year Ended
March 31,
2019
$
$
139 $
142
110
391 $
—
12
31
43
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.
NOTE 21 — QUARTERLY FINANCIAL DATA (UNAUDITED)
Summary quarterly results for the years ended March 31, 2020 and March 31, 2019 are as follows:
Total revenue
Gross profit
Net income (loss) (1)
Basic net income (loss) per share
Shares used in basic per share calculation
Diluted net loss per share
Shares used in diluted per share calculation
Total revenue
Gross profit
Net loss
Basic net loss per share
Shares used in basic per share calculation
Diluted net loss per share
Shares used in diluted per share calculation
Three Months Ended
March 31, 2020 Dec 31, 2019 Sep 30, 2019 Jun 30, 2019
(in thousands, except per share amounts)
$
$
$
$
$
25,892 $
5,775 $
(531) $
(0.02) $
30,259
(0.02) $
30,259
34,249 $
8,274 $
2,304 $
0.08 $
30,244
0.07 $
30,824
48,322 $
12,791 $
6,721 $
0.22 $
30,189
0.22 $
30,830
42,378 $
10,283 $
3,968 $
0.13 $
29,723
0.13 $
30,551
Total
150,841
37,123
12,462
0.41
30,105
0.40
30,965
Three Months Ended
Mar 31, 2019
Dec 31, 2018 Sep 30, 2018 Jun 30, 2018
Total
$
$
$
$
$
(in thousands, except per share amounts)
22,443 $
4,384 $
(882) $
(0.03) $
29,590
(0.03) $
29,590
16,291 $
4,170 $
(662) $
(0.02) $
29,569
(0.02) $
29,569
13,198 $
2,542 $
(2,438 ) $
(0.08 ) $
29,488
(0.08 ) $
29,488
13,822 $
3,456 $
(2,692) $
(0.09) $
29,070
(0.09) $
29,070
65,754
14,552
(6,674)
(0.23)
29,430
(0.23)
29,430
(1)
Includes a $0.4 million restructuring charge during the three months ended March 31, 2020.
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.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
86
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term
is defined in Rule 13a-15(f) of the Exchange Act. We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate,
to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the
effectiveness of our disclosure controls and procedures and our internal control over financial reporting as of March 31, 2020,
pursuant to Exchange Act Rule 13a-15(b) and 15d-15. Based on that evaluation, our Chief Executive Officer and our Chief Financial
Officer have concluded that our disclosure controls and procedures were effective at a level of reasonable assurance as of March 31,
2020.
Management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements
included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and
cash flows at and for the periods presented in accordance with GAAP.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the
supervision of, the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by the
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures
that:
i. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of our assets;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of
our management and directors; and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on our financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, our management has assessed the effectiveness of our internal control over financial reporting based on the criteria set forth in
the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on our assessment, management believes that, as of March 31, 2020, our internal control over financial
reporting was effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2020, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
87
ITEM 9B.
OTHER INFORMATION
On June 1, 2020, we amended each of our existing Executive Employment and Severance Agreements (the “Employment
Agreements”) with of Michael A. Altschaefl, William T. Hull and Scott A Green (each, a “NEO” and, collectively, the “NEOs”). The
primary purpose of the amendments was to update and harmonize certain of the terms of employment for each of our NEOs and make
technical updates to comply with applicable laws.
The Employment Agreements were amended to provide that Messrs. Altschaefl, Hull and Green will be paid base salaries of
$425,000, $350,000 and $350,000, respectively. Each NEO will continue to be eligible to participate in our annual and/or long-term
bonus plans as well as our employee benefit plans made available to senior executives.
The Employment Agreements were amended to provide that each NEO’s Employment Agreement will remain in place at all
times while employed with us (rather than providing for a specific term with automatic renewals).
The amendments to the Employment Agreements harmonize the severance benefits that each of the NEOs would be entitled to
receive upon a qualifying termination for “Cause” or “Good Reason” (as defined in the Employment Agreements). The severance
benefits payable to Mr. Altschaefl upon a qualifying termination remain unchanged, while Messrs. Hull and Green will now also
receive a pro-rata cash bonus for their year of termination as part of their severance benefit (which was previously only available to
Mr. Altschaefl) upon a qualifying employment termination. The amended and restated Employment Agreements also provide that
upon a qualifying termination not in connection with a change in control, we will accelerate the vesting of the portion of the NEOs’
unvested equity awards that would vest within two years of termination. Except as described in this paragraph, the severance benefits
for each of our NEOs upon a qualifying termination remain unchanged.
In addition, Mr. Hull’s Employment Agreement was amended to provide that Mr. Hull will be subject to customary non-compete
and non-solicit obligations for a period of 24 months (previously 18 months) following his termination of employment.
The foregoing description of the amendments to the Employment Agreements are qualified in its entirety by reference to the full
text of the amended and restated Employment Agreements, copies of which are filed herewith as Exhibits 10.16, 10.17 and 10.18 and
are each incorporated herein by reference.
88
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item with respect to directors, executive officers and corporate governance is incorporated by
reference to our Proxy Statement for our 2020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end
of the fiscal year ended March 31, 2020.
Code of Conduct
We have adopted a Code of Conduct that applies to all of our directors, employees and officers, including our principal
executive officer, our principal financial officer, our controller and persons performing similar functions. Our Code of Conduct is
available on our web site at www.orionlighting.com. Future material amendments or waivers relating to the Code of Conduct will be
disclosed on our web site referenced in this paragraph within four business days following the date of such amendment or waiver.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of
Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2020.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
See Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchaser of Securities, under the
heading “Equity Compensation Plan Information” for information regarding our securities authorized for issuance under equity
compensation plans. The additional information required by this item is incorporated by reference to our Proxy Statement for its 2020
Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2020.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of
Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2020.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of
Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2020.
89
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
Our financial statements are set forth in Item 8 of this Form 10-K.
90
Number
Exhibit Title
EXHIBIT INDEX
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Amended and Restated Articles of Incorporation of Orion Energy Systems, Inc., filed as Exhibit 3.3 to the Registrant’s
Form S-1 filed August 20, 2007, is hereby incorporated by reference.
Amended and Restated Bylaws of Orion Energy Systems, Inc., filed as Exhibit 3.1 to the Registrant’s Form 8-K filed May
22, 2020, is hereby incorporated by reference.
Rights Agreement, dated as of January 7, 2009, between Orion Energy Systems, Inc. and Wells Fargo Bank, N.A., which
includes as Exhibit A thereto the Form of Right Certificate and as Exhibit B thereto the Summary of Common Share
Purchase Rights, filed as Exhibit 4.1 to the Registrant’s Form 8-A filed January 8, 2009, is hereby incorporated by
reference.
Amendment No. 1 to the Rights Agreement, dated as of January 3, 2019, between the Company and Equiniti Trust
Company (as successor to Wells Fargo Bank, N.A.), as Rights Agent, filed as Exhibit 4.1 to the Registrants Form 8-K filed
January 3, 2019, is hereby incorporated by reference.
Description of Orion Energy Systems, Inc. Capital Stock, filed as Exhibit 4.3 to the Registrant’s Form 10-K filed on June 5,
2019 is hereby incorporated by reference.
Business Financing Agreement dated as of October 26, 2018 among Orion Energy Systems, Inc., Western Alliance Bank, as
lender, and the subsidiary borrowers party thereto, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on October 30,
2018, is hereby incorporated by reference.
Amendment No. 1 to Business Financing Agreement, dated as of June 3, 2019 among Orion Energy Systems, Inc., Western
Alliance Bank, as lender, and the subsidiary borrowers party thereto filed as Exhibit 10.2 to the Registrant’s Form 10-K
filed on June 5, 2019 is hereby incorporated by reference.**
Amendment No. 2 to Business Financing Agreement, dated as of August 2, 2019 among Orion Energy Systems, Inc.,
Western Alliance Bank, as lender, and the subsidiary borrowers party thereto filed as Exhibit 10.2 to the Registrant’s Form
10-Q filed on August 5, 2019 is hereby incorporated by reference.
Amendment No. 3 to Business Financing Agreement dated as of November 21, 2019 among Orion Energy Systems, Inc.,
Western Alliance Bank, as lender, and the subsidiary borrowers party thereto filed as Exhibit 10.1 to the Registrant’s Form
8-K filed on November 22, 2019 is hereby incorporated by reference.
Orion Energy Systems, Inc. 2004 Stock and Incentive Awards Plan, filed as Exhibit 10.9 to the Registrant’s Form S-1 filed
August 20, 2007, is hereby incorporated by reference.*
Amendment to Orion Energy Systems, Inc. 2004 Stock and Incentive Awards Plan, filed September 9, 2011 as Appendix A
to the Registrant’s definitive proxy statement is hereby incorporated by reference.*
Form of Stock Option Agreement under the Orion Energy Systems, Inc. 2004 Equity Incentive Plan, filed as Exhibit 10.10
to the Registrant’s Form S-1 filed August 20, 2007, is hereby incorporated by reference.*
Form of Stock Option Agreement as of May 14, 2013 under the Orion Energy Systems, Inc. 2004 Stock and Incentive
Awards Plan, filed as Exhibit 10.7 to the Registrant’s Form 10-K filed on June 13, 2014, is hereby incorporated by
reference.*
Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated, filed as Annex A to the Registrant’s
Definitive Proxy Statement on Schedule 14A filed on June 21, 2019, is hereby incorporated by reference.*
Form of Non-Employee Director Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems,
Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 4.5 to the Registrant’s Form S-8 filed August 10, 2016, is hereby
incorporated by reference.*
Form of Non-Employee Director Restricted Stock Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus
Incentive Plan, filed as Exhibit 4.6 to the Registrant’s Form S-8 filed August 10, 2016, is hereby incorporated by
reference.*
Form of Executive Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016
Omnibus Incentive Plan, filed as Exhibit 4.7 to the Registrant’s Form S-8 filed August 10, 2016, is hereby incorporated by
reference.*
10.13
Form of Executive Restricted Stock Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan,
filed as Exhibit 4.8 to the Registrant’s Form S-8 filed August 10, 2016, is hereby incorporated by reference.*
10.14
Orion Energy Systems, Inc. Non-Employee Director Compensation Plan, updated and effective as of February 7, 2020*+
10.15
Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion
Energy Systems, Inc. and Michael W. Altschaefl*+
91
10.16
10.17
10.18
Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion
Energy Systems, Inc. and William T. Hull*+
Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion
Energy Systems, Inc. and Scott A. Green*+
Mutual Retirement and Severance Agreement, dated as of June 30, 2017, by and between Orion Energy Systems, Inc. and
Michael J. Potts, filed as Exhibit 10.1 to the Registrant's Form 8-K filed on June 30, 2017, is hereby incorporated by
reference. *
21.1
Subsidiaries of Orion Energy Systems, Inc.+
23.1
Consent of Independent Registered Public Accounting Firm. +
31.1
31.2
32.1
Certification of Chief Executive Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended. +
Certification of Chief Financial Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended. +
Certification of Chief Executive Officer and Chief Financial Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-
14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +
101
101.INS XBRL Instance Document+
101.SCH Taxonomy extension schema document+
101.CAL Taxonomy extension calculation linkbase document+
101.DEF Taxonomy extension definition linkbase document+
101.LAB Taxonomy extension label linkbase document+
101.PRE Taxonomy extension presentation linkbase document+
Documents incorporated by reference by Orion Energy Systems, Inc. are filed with the Securities and Exchange Commission
under File No. 001-33887.
* Management contract or compensatory plan or arrangement.
**
Portions of this exhibit have been omitted pursuant to Rule 601(6)(10) of Regulation S-K. The omitted information is not
material and would likely cause competitive harm to the Registrant if publicly disclosed.
Filed herewith
+
ITEM 16.
FORM 10-K SUMMARY
None.
92
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on June 5, 2020.
SIGNATURES
ORION ENERGY SYSTEMS, INC.
By: /s/ MICHAEL W. ALTSCHAEFL
Michael W. Altschaefl
Chief Executive Officer and Board Chair
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the
following persons on behalf of the Registrant in the capacities indicated on June 5, 2020.
Signature
/s/ Michael W. Altschaefl
Michael W. Altschaefl
/s/ William T. Hull
William T. Hull
/s/ Anthony L. Otten
Anthony L. Otten
/s/ Alan B. Howe
Alan B. Howe
/s/ Michael J. Potts
Michael J. Potts
/s/ Ellen B. Richstone
Ellen B. Richstone
/s/ Mark C. Williamson
Mark C. Williamson
/s/ Kenneth M. Young
Kenneth M. Young
Title
Chief Executive Officer and Board Chair (Principal
Executive Officer)
Chief Financial Officer, Chief Accounting Officer and
Treasurer (Principal Financial Officer)
Lead Independent Director
Director
Director
Director
Director
Director
93
BR686275-0620-10K