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Document and Entity Information (USD $)
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6 Months Ended | ||
|---|---|---|---|
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Sep. 30, 2011
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Nov. 04, 2011
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Sep. 30, 2010
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| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | ORION ENERGY SYSTEMS, INC. | ||
| Entity Central Index Key | 0001409375 | ||
| Document Type | 10-Q | ||
| Document Period End Date | Sep. 30, 2011 | ||
| Amendment Flag | false | ||
| Document Fiscal Year Focus | 2012 | ||
| Document Fiscal Period Focus | Q2 | ||
| Current Fiscal Year End Date | --03-31 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Filer Category | Accelerated Filer | ||
| Entity Public Float | $ 72,004,102 | ||
| Entity Common Stock, Shares Outstanding | 23,010,653 |
| X | ||||||||||
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- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type is limited to the same value as the supporting SEC submission type, minus any "/A" suffix. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, 497, NCSR, N-CSR, N-CSRS, N-Q, 10-KT, 10-QT, 20-FT, POS AM and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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| X | ||||||||||
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- Definition
Indicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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| X | ||||||||||
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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| X | ||||||||||
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount due from customers or clients, more than one year from the balance sheet date, for goods or services that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The noncurrent portion of deferred revenue amount as of balance sheet date. Deferred revenue is a liability related to a revenue producing activity for which revenue has not yet been recognized, and is not expected to be recognized in the next twelve months. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current portion of the aggregate tax effects as of the balance sheet date of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after deducting the allocated valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, are classified according to the expected reversal date of the temporary difference. An unrecognized tax benefit that is directly related to a position taken in a tax year that results in a net operating loss carryforward is presented as a reduction of the related deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The noncurrent portion as of the balance sheet date of the aggregate carrying amount of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after the valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, is classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate sum of gross carrying value of a major finite-lived intangible asset class, less accumulated amortization and any impairment charges. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total of the portions of the carrying amounts as of the balance sheet date of long-term debt, which may include notes payable, bonds payable, debentures, mortgage loans, and commercial paper, which are scheduled to be repaid within one year or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying values as of the balance sheet date of all long-term debt, which is debt initially having maturities due after one year from the balance sheet date or beyond the operating cycle, if longer, but excluding the portions thereof scheduled to be repaid within one year (current maturities) or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amounts due from owners or affiliates of the reporting entity related to issuance of the entity's capital stock before cash payment is received (does not include amounts due from officers or directors). This element would also include the receivable for proceeds from the issuance of shares under employee stock option exercises which proceeds have not been received as of the reporting date due to the timing of the transaction date versus the settlement date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Investments which are intended to be sold in the short term (usually less than one year or the normal operating cycle, whichever is longer) including trading securities, available-for-sale securities, held-to-maturity securities, and other short-term investments not otherwise listed in the existing taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified |
Sep. 30, 2011
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Mar. 31, 2011
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|---|---|---|
| Assets | ||
| Allowances for accounts receivable | $ 485 | $ 436 |
| Shareholders' equity: | ||
| Preferred stock, par value | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, no par value | ||
| Common stock, shares authorized | 200,000,000 | 200,000,000 |
| Common stock, shares issued | 30,403,067 | 30,312,758 |
| Common stock, shares outstanding | 23,010,653 | 22,893,803 |
| Treasury stock, shares | 7,392,414 | 7,418,955 |
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Issuance value per share of no-par value common stock; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
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Sep. 30, 2011
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Sep. 30, 2010
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Sep. 30, 2011
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Sep. 30, 2010
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|
| Condensed Consolidated Statements of Operations [Abstract] | ||||
| Product revenue | $ 18,718 | $ 15,086 | $ 40,397 | $ 30,844 |
| Service revenue | 542 | 767 | 1,637 | 1,986 |
| Total revenue | 19,260 | 15,853 | 42,034 | 32,830 |
| Cost of product revenue | 12,059 | 9,745 | 27,063 | 20,053 |
| Cost of service revenue | 382 | 498 | 1,116 | 1,415 |
| Total cost of revenue | 12,441 | 10,243 | 28,179 | 21,468 |
| Gross profit | 6,819 | 5,610 | 13,855 | 11,362 |
| Operating expenses: | ||||
| General and administrative | 2,724 | 2,988 | 5,800 | 5,933 |
| Sales and marketing | 3,736 | 3,299 | 7,504 | 6,889 |
| Research and development | 593 | 573 | 1,215 | 1,183 |
| Total operating expenses | 7,053 | 6,860 | 14,519 | 14,005 |
| Loss from operations | (234) | (1,250) | (664) | (2,643) |
| Other income (expense): | ||||
| Interest expense | (150) | (55) | (237) | (124) |
| Dividend and interest income | 214 | 153 | 368 | 246 |
| Total other income | 64 | 98 | 131 | 122 |
| Loss before income tax | (170) | (1,152) | (533) | (2,521) |
| Income tax benefit | (71) | (1,692) | (215) | (2,525) |
| Net income (loss) | $ (99) | $ 540 | $ (318) | $ 4 |
| Basic net income (loss) per share attributable to common shareholders | $ 0 | $ 0.02 | $ (0.01) | $ 0 |
| Weighted-average common shares outstanding | 22,989,502 | 22,638,638 | 22,955,655 | 22,581,188 |
| Diluted net income (loss) per share attributable to common shareholders | $ 0 | $ 0.02 | $ (0.01) | $ 0 |
| Weighted-average common shares outstanding | 22,989,502 | 22,901,590 | 22,955,655 | 23,007,067 |
| X | ||||||||||
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total costs related to services rendered by an entity during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Income derived from investments in debt and equity securities and on cash and cash equivalents. Interest income represents earnings which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Dividend income represents a distribution of earnings to shareholders by investee companies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
|
| X | ||||||||||
|
- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate revenue during the period from services rendered in the normal course of business, after deducting allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
|
| X | ||||||||||
|
- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Proceeds from repayment of shareholder notes No definition available.
|
| X | ||||||||||
|
- Definition
Change in allowance for notes and accounts receivable No definition available.
|
| X | ||||||||||
|
- Definition
Shares surrendered into treasury from stock option exercise No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in cash and cash equivalents. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Reductions in the entity's income taxes that arise when compensation cost (from non-qualified share-based compensation) recognized on the entity's tax return exceeds compensation cost from equity-based compensation recognized in financial statements. This element represents the cash inflow reported in the enterprise's financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period, excluding the portion taken into income, in the liability reflecting revenue yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the amount due within one year (or one business cycle) of receivables that were originally due beyond one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets,or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Other income (expense) included in net income that results in no cash inflows or outflows in the period. Includes noncash adjustments to reconcile net income (loss) to cash provided by (used in) operating activities that are not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for loan and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, beyond the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the long-term. No definition available.
|
| X | ||||||||||
|
- Definition
The cash outflow for acquisition of or capital improvements on other tangible or intangible assets not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. No definition available.
|
| X | ||||||||||
|
- Definition
The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Equity impact of the value of treasury stock (units) reissued during the period, excluding reissuance of shares (units) held in treasury used to satisfy equity-based compensation obligations exercised by the holders of such rights. Upon reissuance of shares (units) from treasury, either the common or preferred stock (unit) reissued is outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Description of Business
|
6 Months Ended |
|---|---|
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Sep. 30, 2011
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|
| Description of Business [Abstract] | |
| DESCRIPTION OF BUSINESS |
NOTE A — DESCRIPTION OF BUSINESS
Organization
The Company includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated
subsidiaries. The Company is a developer, manufacturer and seller of lighting and energy management
systems and a seller and integrator of renewable energy technologies to commercial and industrial
businesses, predominantly in North America.
In August 2009, the Company created Orion Engineered Systems, a new operating division
offering additional alternative renewable energy systems. During the quarter ended December 31,
2010, the new division exceeded the thresholds for segment reporting and, accordingly, the Company
introduced the presentation of operating segments in that quarter. See Note I “Segment Reporting”
of these financial statements for further discussion of our reportable segments.
The Company’s corporate offices and manufacturing operations are located in Manitowoc,
Wisconsin and an operations facility occupied by Orion Engineered Systems is located in Plymouth,
Wisconsin.
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| X | ||||||||||
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- Details
|
| X | ||||||||||
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- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Summary of Significant Accounting Policies
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011
|
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Orion Energy Systems,
Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have
been eliminated in consolidation.
Reclassifications
Where appropriate, certain reclassifications have been made to prior years’ financial
statements to conform to the current year presentation.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the United States
(GAAP) for interim financial information and with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair presentation have been
included. Interim results are not necessarily indicative of results that may be expected for the
fiscal year ending March 31, 2012 or other interim periods.
The condensed consolidated balance sheet at March 31, 2011 has been derived from the audited
consolidated financial statements at that date but does not include all of the information required
by GAAP for complete financial statements.
The accompanying unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and footnotes thereto included in
the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011 filed with the
Securities and Exchange Commission on July 22, 2011.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during that reporting period. Areas that require the use
of significant management estimates include revenue recognition, inventory obsolescence and bad
debt reserves, accruals for warranty expenses, income taxes and certain equity transactions.
Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid, short-term investments with original maturities of
three months or less to be cash equivalents.
Short-term Investments
The amortized cost and fair value of marketable securities, with gross unrealized gains and
losses, as of March 31, 2011 and September 30, 2011 were as follows (in thousands):
As of March 31, 2011 and September 30, 2011, the Company’s financial assets described in the
table above were measured at fair value on a recurring basis employing quoted prices in active
markets for identical assets (level 1 inputs).
The Company’s certificate of deposit is pledged as security for an equipment lease.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, which include cash and cash
equivalents, investments, accounts receivable, and accounts payable, approximate their respective
fair values due to the relatively short-term nature of these instruments. Based upon interest rates
currently available to the Company for debt with similar terms, the carrying value of the Company’s
long-term debt is also approximately equal to its fair value. Valuation techniques used to measure
fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the
first two are considered observable and the last unobservable, that may be used to measure fair
value:
Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical
assets or liabilities.
Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active
markets, or quoted prices in markets that are not active for which significant inputs are
observable, either directly or indirectly.
Level 3 — Valuations are based on prices or valuation techniques that require inputs that are
both unobservable and significant to the overall fair value measurement. Inputs reflect
management’s best estimate of what market participants would use in valuing the asset or liability
at the measurement date.
Accounts Receivable
The majority of the Company’s accounts receivable are due from companies in the commercial,
industrial and agricultural industries, as well as from 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. Accounts receivable are due within 30-60 days. Accounts
receivable are stated at the amount the Company expects to collect from outstanding balances. The
Company provides for probable uncollectible amounts through a charge to earnings and a credit to an
allowance for doubtful accounts based on its assessment of the current status of individual
accounts. Balances that are still outstanding after the Company has used reasonable collection
efforts are written off through a charge to the allowance for doubtful accounts and a credit to
accounts receivable.
Financing Receivables
The Company considers its lease balances included in consolidated current and long-term
accounts receivable from its Orion Throughput Agreement, or OTA, sales-type leases to be financing
receivables. Additional disclosures on the credit quality of the Company’s OTA receivables included
in accounts receivable are as follows:
Aging Analysis as of September 30, 2011 (in thousands):
Allowance for Credit Losses
The Company’s allowance for credit losses is based on management’s assessment of the
collectability of customer accounts. A considerable amount of judgment is required in order to make
this assessment, including a detailed analysis of the aging of the lease receivables and the
current credit worthiness of the Company’s customers and an analysis of historical bad debts and
other adjustments. If there is a deterioration of a major customer’s credit worthiness or if actual
defaults are higher than historical experience, the estimate of the recoverability of amounts due
could be adversely affected. The Company reviews in detail the allowance for doubtful accounts on a
quarterly basis and adjusts the allowance estimate to reflect actual portfolio performance and any
changes in future portfolio performance expectations. The Company did not incur any provision
write-offs or credit losses against its OTA sales-type lease receivable balances in either fiscal
2011 or for the six months ended September 30, 2011.
Inventories
Inventories consist of raw materials and components, such as ballasts, metal sheet and coil
stock and molded parts; work in process inventories, such as frames and reflectors; and finished
goods, including completed fixtures and systems, and wireless energy management systems and
accessories, such as lamps, meters and power supplies. All inventories are stated at the lower of
cost or market value with cost determined using the first-in, first-out (FIFO) method. The Company
reduces the carrying value of its inventories for differences between the cost and estimated net
realizable value, taking into consideration usage in the preceding 12 months, expected demand, and
other information indicating obsolescence. The Company records as a charge to cost of product
revenue the amount required to reduce the carrying value of inventory to net realizable value. As
of March 31, 2011 and September 30, 2011, the Company had inventory obsolescence reserves of
$811,000 and $818,000, respectively.
Costs associated with the procurement and warehousing of inventories, such as inbound freight
charges and purchasing and receiving costs, are also included in cost of product revenue.
Inventories were comprised of the following (in thousands):
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist primarily of deferred costs related to
in-process OTA projects, prepaid insurance premiums, prepaid license fees, purchase deposits, advance payments to contractors, advance
commission payments and miscellaneous receivables.
Property and Equipment
Property and equipment were comprised of the following (in thousands):
Depreciation is provided over the estimated useful lives of the respective assets, using the
straight-line method. Depreciable lives by asset category are as follows:
Patents and Licenses
Patents and licenses are amortized over their estimated useful life, ranging from 7 to 17
years, using the straight line method.
Long-Term Receivables
The Company records a long-term receivable for the non-current portion of its sales-type
capital lease OTA contracts. The receivable is recorded at the net present value of the future cash
flows from scheduled customer payments. The Company uses the implied cost of capital from each
individual contract as the discount rate. Long-term receivables from OTA contracts were $5.4
million as of September 30, 2011.
Also included in other long-term receivables are amounts due from a third party finance
company to which the Company has sold, without recourse, the future cash flows from OTAs entered
into with customers. Such receivables are recorded at the present value of the future cash flows
discounted between 8.8% and 11%. As of September 30, 2011, the following amounts were due from the
third party finance company in future periods (in thousands):
Other Long-Term Assets
Other long-term assets include long-term security deposits, prepaid licensing costs and
deferred financing costs. Other long-term assets include $55,000 and $152,000 of deferred financing
costs as of March 31, 2011 and September 30, 2011. Deferred financing
costs related to debt issuances are amortized to interest expense over the life of the related
debt issue (2 to 10 years).
Accrued Expenses
Accrued expenses include warranty accruals, accrued wages and benefits, accrued vacation,
sales tax payable and other various unpaid expenses. No accrued expenses exceeded 5% of current
liabilities as of either March 31, 2011, or September 30, 2011.
The Company generally offers a limited warranty of one year on its own manufactured products in addition to
those standard warranties offered by major original equipment component manufacturers. The
manufacturers’ warranties cover lamps and ballasts, which are significant components in the
Company’s manufactured products.
Changes in the Company’s warranty accrual were as follows (in thousands):
Revenue Recognition
The Company offers a financing program, called an OTA, for a customer’s lease of the Company’s
energy management systems. The OTA is structured as a sales-type capital lease and upon successful
installation of the system and customer acknowledgement that the system is operating as specified,
product revenue is recognized at the Company’s net investment in the lease, which typically is the
net present value of the future cash flows.
The Company offers a separate program, called a power purchase agreement, or PPA, for the
Company’s renewable energy product offerings. A PPA is a supply side agreement for the generation
of electricity and subsequent sale to the end user. Upon the customer’s acknowledgement that the
system is operating as specified, product revenue is recognized on a monthly basis over the life of
the PPA contract, typically in excess of 10 years.
Other than for OTA and PPA sales, revenue is recognized when the following four criteria are
met:
These four criteria are met for the Company’s product-only revenue upon delivery of the
product and title passing to the customer. At that time, the Company provides for estimated costs
that may be incurred for product warranties and sales returns. Revenues are presented net of sales
tax and other sales related taxes.
For sales contracts consisting of multiple elements of revenue, such as a combination of
product sales and services, the Company determines revenue by allocating the total contract revenue
to each element based on their relative selling prices. In such circumstances, the Company uses a
hierarchy to determine the selling price to be used for allocating revenue to deliverables: (1)
vendor-specific objective evidence (VSOE) of fair value, if available, (2) third-party evidence
(TPE) of selling price if VSOE is not available, and (3) best estimate of the selling price if
neither VSOE nor TPE is available (a description as to how the Company determined VSOE, TPE and
estimated selling price is provided below).
The nature of the Company’s multiple element arrangements is similar to a construction
project, with materials being delivered and contracting and project management activities occurring
according to an installation schedule. The significant deliverables include the shipment of
products and related transfer of title and the installation.
To determine the selling price in multiple-element arrangements, the Company established VSOE
of the selling price for its HIF lighting and energy management system products using the price
charged for a deliverable when sold separately. In addition, the Company records in service revenue
the selling price for its installation and recycling services using management’s best estimate of
selling price, as VSOE or TPE evidence does not exist. Service revenue is recognized when services
are completed and customer acceptance has been received. Recycling services provided in connection
with installation entail the disposal of the customer’s legacy lighting fixtures. The Company’s
service revenues, other than for installation and recycling that are completed prior to delivery of
the product, are included in product revenue using management’s best estimate of selling price, as
VSOE or TPE evidence does not exist. These services include comprehensive site assessment, site
field verification, utility incentive and government subsidy management, engineering design, and
project management. For these services and for installation and recycling services, management’s
best estimate of selling price is determined by considering several external and internal factors
including, but not limited to, pricing practices, margin objectives, competition, geographies in
which the Company offers its products and services and internal costs. The determination of
estimated selling price is made through consultation with and approval by management, taking into
account all of the preceding factors.
To determine the selling price for solar renewable product and services sold through the
Company’s Engineered Systems division, the Company uses management’s best estimate of selling price
giving consideration to external and internal factors including, but not limited to, pricing
practices, margin objectives, competition, scope and size of individual projects, geographies in
which the Company offers its products and services and internal costs. The Company has completed a
limited number of renewable project sales and accordingly, does not have sufficient VSOE or TPE
evidence.
Costs of products delivered, and services performed, that are subject to additional
performance obligations or customer acceptance are deferred and recorded in prepaid expenses and
other current assets on the Consolidated Balance Sheet. These deferred costs are expensed at the
time the related revenue is recognized. Deferred costs amounted to $0.8 million and $2.4 million
as of March 31, 2011 and September 30, 2011.
Deferred revenue relates to advance customer billings, investment tax grants received related
to PPAs and a separate obligation to provide maintenance on OTAs, and is classified as a liability
on the Consolidated Balance Sheet. The fair value of the maintenance is readily determinable based
upon pricing from third-party vendors. Deferred revenue related to maintenance services is
recognized when the services are delivered, which occurs in excess of a year after the original OTA
is executed.
Deferred revenue was comprised of the following (in thousands):
Income Taxes
The Company recognizes deferred tax assets and liabilities for the future tax consequences of
temporary differences between financial reporting and income tax basis of assets and liabilities,
measured using the enacted tax rates and laws expected to be in effect when the temporary
differences reverse. Deferred income taxes also arise from the future tax benefits of operating
loss and tax credit carryforwards. A valuation allowance is established when management determines
that it is more likely than not that all or a portion of a deferred tax asset will not be realized.
ASC 740, Income Taxes, also prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of tax positions taken or expected to be taken
in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination. The Company has classified the amounts recorded for uncertain
tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is
not anticipated within one year. The Company recognizes penalties and interest related to
uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are
included in the unrecognized tax benefits.
Deferred tax benefits have not been recognized for income tax effects resulting from the
exercise of non-qualified stock options. These benefits will be recognized in the period in which
the benefits are realized as a reduction in taxes payable and an increase in
additional paid-in capital. For the six months ended September 30, 2010 and 2011, there were
none and $0.3 million realized tax benefits from the exercise of stock options.
Stock Option Plans
The fair value of each option grant for the three and six months ended September 30, 2010 and
2011 was determined using the assumptions in the following table:
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 per common share reflects the dilution that would occur if warrants and
employee stock options were exercised. In the computation of diluted net income per common share,
the Company uses the “treasury stock” method for outstanding options and warrants. Diluted net loss
per common share is the same as basic net loss per common share for the periods ended September 30,
2011, because the effects of potentially dilutive securities are anti-dilutive. The effect of net
income (loss) per common share is calculated based upon the following shares (in thousands except
share amounts):
The following table indicates the number of potentially dilutive securities as of the end of
each period:
Concentration of Credit Risk and Other Risks and Uncertainties
The Company currently depends on one supplier for a number of components necessary for its
products, including ballasts and lamps. If the supply of these components were to be disrupted or
terminated, or if this supplier were unable to supply the quantities of components required, the
Company may have short-term difficulty in locating alternative suppliers at required volumes.
Purchases from this supplier accounted for 44% and 15% of total cost of revenue for the three
months ended September 30, 2010 and 2011 and 34% and 13% of total cost of revenue for the six
months ended September 30, 2010 and 2011.
The Company currently purchases a majority of its solar panels from one supplier for its sales
of solar generating systems through its Orion Engineered Systems Division. The Company does have
alternative vendor sources for its sale of PV solar generating systems. Purchases from this
supplier accounted for 19% and 30% of total cost of revenue for the three months ended September
30, 2010 and 2011 and 15% and 32% of total cost of revenue for the six months ended September 30,
2010 and 2011.
For the three and six months ended September 30, 2010 and 2011, no customer accounted for more
than 10% of revenue.
As of March 31, 2011 and September 30, 2011, one customer accounted for 16% and 11% of
accounts receivable, respectively.
Recent Accounting Pronouncements
In July 2010, the FASB issued Accounting Standards Update 2010-20, Disclosures about the
Credit Quality of Financing Receivables and the Allowance for Credit Losses (ASU 2010-20). ASU
2010-20 requires further disaggregated disclosures that improve financial statement users’
understanding of (1) the nature of an entity’s credit risk associated with its financing
receivables and (2) the entity’s assessment of that risk in estimating its allowance for credit
losses as well as changes in the allowance and the reasons for those changes. The new and amended
disclosures as of the end of a reporting period are effective for interim and annual reporting
periods ending on or after December 15, 2010. The adoption of ASU 2010-20 did not have a
significant impact on the Company’s consolidated financial statements.
In April, 2011, the FASB issued ASU No. 2011-03 Transfers and Servicing (Topic 860):
Reconsideration of Effective Control for Repurchase Agreements (“ASU 2011-03”). ASU No. 2011-03
affects all entities that enter into agreements to transfer financial assets that both entitle and
obligate the transferor to repurchase or redeem the financial assets before their maturity. The
amendments in ASU 2011-03 remove from the assessment of effective control the criterion relating to
the transferor’s ability to repurchase or redeem financial assets on substantially all of the
agreed terms, even in the event of default by the transferee. ASU 2011-03 also eliminates the
requirement to demonstrate that the transferor possesses adequate collateral to fund substantially
all the cost of purchasing replacement financial assets. The guidance is effective for the
Company’s reporting period ended March 31, 2012. ASU 2011-03 is required to be applied
prospectively to transactions or modifications of existing transactions that occur on or after
January 1, 2012. The Company does not expect that the adoption of ASU 2011-03 will have a
significant impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurements (Topic 820): Amendments
to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and International
Financial Reporting Standards (“IFRS”) (“ASU 2011-04”). ASU 2011-04 represents the converged
guidance of the FASB and the IASB (the “Boards”) on fair value measurements. The collective
efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common
requirements for measuring fair value and for disclosing information about fair value measurements,
including a consistent meaning of the term “fair value.” The Boards have concluded the common
requirements will result in greater comparability of fair value measurements presented and
disclosed in financial statements prepared in accordance with GAAP and IFRSs. The amendments in
this ASU are required to be applied prospectively, and are effective for interim and annual periods
beginning after December 15, 2011. The Company does not expect that the adoption of ASU 2011-04
will have a significant impact on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220):
Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income
guidance. This accounting update eliminates the option to present the components of other
comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must
report comprehensive income in either a single continuous statement of comprehensive income which
contains two sections, net income and other comprehensive income, or in two separate but
consecutive statements. ASU 2011-05 will be effective for public companies during the interim and
annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of
ASU 2011-05 will not have a significant impact on the Company’s consolidated statements as it only
requires a change in the format of the current presentation.
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- Definition
The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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Sep. 30, 2011
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| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS |
NOTE C — RELATED PARTY TRANSACTIONS
During the six months ended September 30, 2010 and 2011, the Company recorded revenue of
$11,000 and $0.3 million, respectively, for products and services sold to an entity for which a
then current director of the Company was formerly the executive chairman. During the same six month
periods, the Company purchased goods and services from the same entity in the amounts of none and
$4,700, respectively. The terms and conditions of such relationship are believed to be not
materially more favorable to the Company or the entity than could be obtained from an independent third party.
During the six months ended September 30, 2010 and 2011, the Company purchased goods and
services from an entity of $19,000 and $23,000, respectively, for which a director of the Company
serves as a member of the board of directors. The terms and conditions of such relationship are
believed to be not materially more favorable to the Company or the entity than could be obtained
from an independent third party.
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- Definition
The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Debt
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Sep. 30, 2011
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| DEBT |
NOTE D — DEBT
Long-term debt as of March 31, 2011 and September 30, 2011 consisted of the following (in
thousands):
New Debt Arrangements
In September 2011, the Company entered into a credit agreement with JP Morgan Chase Bank, N.A.
(JP Morgan) that provided the Company with $5.0 million immediately available to fund completed
customer contracts under the Company’s OTA finance program and an additional $5.0 million upon the
Company’s achievement of meeting a trailing 12-month earnings before interest, taxes, depreciation
and amortization (EBITDA) target of $8.0 million. The Company has one-year from the date of the
commitment to borrow under the credit agreement. In September 2011, the Company borrowed $1.8 million.
The borrowing is collateralized by the OTA-related equipment and the expected future monthly
payments under the supporting 27 individual OTA customer contracts. The current borrowing under the
credit agreement bears interest at LIBOR plus 4% and matures in September 2016. The credit
agreement includes certain financial covenants, including funded debt to EBITDA and debt service
coverage ratios. The Company was in compliance with all covenants in the credit agreement as of
September 30, 2011.
Revolving Credit Agreement
On June 30, 2010, the Company entered into a new credit agreement (Credit Agreement) with JP
Morgan. The Credit Agreement replaced the former credit agreement with a different bank.
The Credit Agreement provides for a revolving credit facility (Credit Facility) that matures
on June 30, 2012. Borrowings under the Credit Facility are limited to (i) $15.0 million or (ii)
during periods in which the outstanding principal balance of outstanding loans under the Credit
Facility is greater than $5.0 million, the lesser of (A) $15.0 million or (B) the sum of 75% of the
outstanding principal balance of certain accounts receivable of the Company and 45% of certain
inventory of the Company. The Credit Agreement contains certain financial covenants, including
minimum unencumbered liquidity requirements and requirements that the Company maintain a total
liabilities to tangible net worth ratio not to exceed 0.50 to 1.00 as of the last day of any fiscal
quarter. The Credit Agreement also contains certain restrictions on the ability of the Company to
make capital or lease expenditures over prescribed limits, incur additional indebtedness,
consolidate or merge, guarantee obligations of third parties, make loans or advances, declare or
pay any dividend or distribution on its stock, redeem or repurchase shares of its stock or pledge
assets. The Company also may cause JP Morgan to issue letters of credit for the Company’s account
in the aggregate principal amount of up to $2.0 million, with the dollar amount of each issued
letter of credit counting against the overall limit on borrowings under the Credit Facility. As of
September 30, 2011, the Company had outstanding letters of credit totaling $1.7 million, primarily
for securing collateral requirements under equipment operating leases. In fiscal 2011, the Company
incurred $57,000 of total deferred financing costs related to the Credit Agreement which is being
amortized over the two-year term of the Credit Agreement. There were no borrowings by the Company
under the Credit Agreement as of March 31, 2011 or September 30, 2011. The Company was in
compliance with all of its covenants under the Credit Agreement as of September 30, 2011.
The Credit Agreement is secured by a first lien security interest in the Company’s accounts
receivable, inventory and general intangibles, and a second lien priority in the Company’s
equipment and fixtures. All OTAs, PPAs, leases, supply agreements and/or similar agreements
relating to solar PV and wind turbine systems or facilities, as well as all accounts receivable and
assets of the Company related to the foregoing, are excluded from these liens.
The Company must pay a fee of 0.25% on the average daily unused amount of the Credit Facility
and a fee of 2.00% on the daily average face amount of undrawn issued letters of credit. The fee on
unused amounts is waived if the Company or its affiliates maintain funds on deposit with JP Morgan
or its affiliates above a specified amount. The deposit threshold requirement was met as of
September 30, 2011.
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- Definition
The entire disclosure for long-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes
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Sep. 30, 2011
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| INCOME TAXES |
NOTE E — INCOME TAXES
The income tax provision for the six months ended September 30, 2011 was determined by
applying an estimated annual effective tax rate of 40.3% to income before taxes. The estimated
effective income tax rate was determined by applying statutory tax rates to pretax income adjusted
for certain permanent book to tax differences and tax credits.
Below is a reconciliation of the statutory federal income tax rate and the effective income
tax rate:
The Company is eligible for tax benefits associated with the excess of the tax deduction
available for exercises of non-qualified stock options, or NQSOs, over the amount recorded at
grant. The amount of the benefit is based on the ultimate deduction reflected in the applicable
income tax return. Benefits of $0.5 million were recorded in fiscal 2011 as a reduction in taxes
payable and a credit to additional paid in capital based on the amount that was utilized during the
year. Benefits of $0.3 million were recorded for the six months ended September 30, 2011.
During fiscal 2011, the Company converted almost all of its existing incentive
stock options, or ISOs, to NQSOs. This conversion was applied retrospectively, allowing the Company
to benefit by reducing $0.6 million of income tax expense during fiscal 2011 related to
non-deductible ISO stock compensation expense that was previously deferred for income tax purposes.
The conversion will greatly reduce the impact of stock-based compensation expense on the effective
tax rate in the table above. Since July 30, 2008, all stock option grants have been issued as
NQSOs.
As of September 30, 2011, the Company had federal net operating loss
carryforwards of approximately $7.6 million, of which $4.5 million are associated with the exercise
of NQSOs that have not yet been recognized by the Company in its financial statements. The Company
also has state net operating loss carryforwards of approximately $4.6 million, of which $2.5
million are associated with the exercise of NQSOs. The Company also has federal tax credit
carryforwards of approximately $1.0 million and state tax credits of $0.6 million. A full valuation
allowance has been set up for the state tax credits due to the state apportioned income and the
potential expiration of the state tax credits due to the carry forward period. These federal and
state net operating losses and credit carryforwards are available, subject to the discussion in the
following paragraph, to offset future taxable income and, if not utilized, will begin to expire in
varying amounts between 2014 — 2030.
In 2007, the Company’s past issuances and transfers of stock caused an ownership change. As a
result, the Company’s ability to use its net operating loss carryforwards, 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 the Company.
The Company does not believe the ownership change affects the use of the full amount of the net
operating loss carryforwards.
As of September 30, 2011, the Company’s U.S. federal income tax returns for tax years 2009 to
2011 remain subject to examination. The Company has various federal income tax return positions in
the process of examination for 2009 and 2010. The Company currently believes that the ultimate
resolution of these matters, individually or in the aggregate, will not have a material effect on
its business, financial condition, results of operations or liquidity.
Uncertain tax positions
As of September 30, 2011, the balance of gross unrecognized tax benefits was approximately
$0.4 million, all of which would reduce the Company’s effective tax rate if recognized. The
Company does not expect this amount to change in the next 12 months as none of the issues are
currently under examination, the statutes of limitations do not expire within the period, and the
Company is not aware of any pending litigation. Due to the existence of net operating loss and
credit carryforwards, all years since 2002 are open to examination by tax authorities.
The Company has classified the amounts recorded for uncertain tax benefits in the balance
sheet as other liabilities (non-current) to the extent that payment is not anticipated within one
year. The Company recognizes penalties and interest related to uncertain tax liabilities in income
tax expense. Penalties and interest are immaterial as of the date of adoption and are included in
the unrecognized tax benefits. For the six months ended September 30, 2010 and 2011, the Company
had the following unrecognized tax benefit activity (in thousands):
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- Details
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- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments
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6 Months Ended |
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Sep. 30, 2011
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| Commitments [Abstract] | |
| COMMITMENTS |
NOTE F — COMMITMENTS
Operating Leases and Purchase Commitments
The Company leases vehicles and equipment under operating leases. Rent expense under operating
leases was $0.4 million and $0.5 million for the three months ended September 30, 2010 and 2011;
and $0.8 million and $1.0 million for the six months ended September 30, 2010 and 2011. The Company
enters into non-cancellable purchase commitments for certain inventory items in order to secure
better pricing and ensure materials on hand, as well as for capital expenditures. As of September
30, 2011, the Company had entered into $10.1 million of purchase commitments related to fiscal
2012, including $1.7 million for operating lease commitments and $8.4 million for inventory
purchase commitments.
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- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Shareholders' Equity
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Sep. 30, 2011
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| SHAREHOLDERS' EQUITY |
NOTE G — SHAREHOLDERS’ EQUITY
Shareholder Rights Plan
On January 7, 2009, the Company’s Board of Directors adopted a shareholder rights plan and
declared a dividend distribution of one common share purchase right (a “Right”) for each
outstanding share of the Company’s common stock. The issuance date for the distribution of the
Rights was February 15, 2009 to shareholders of record on February 1, 2009. Each Right entitles the
registered holder to purchase from the Company one share of the Company’s common stock at a price
of $30.00 per share, subject to adjustment (the “Purchase Price”).
The Rights will not be exercisable (and will be transferable only with the Company’s common
stock) until a “Distribution Date” occurs (or the Rights are earlier redeemed or expire). A
Distribution Date generally will occur on the earlier of a public announcement that a person or
group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership
of 20% or more of the Company’s outstanding common stock (a “Shares Acquisition Date”) or 10
business days after the commencement of, or the announcement of an intention to make, a tender
offer or exchange offer that would result in any such person or group of persons acquiring such
beneficial ownership.
If a person becomes an Acquiring Person, holders of Rights (except as otherwise provided in
the shareholder rights plan) will have the right to receive that number of shares of the Company’s
common stock having a market value of two times the then-current
Purchase Price, and all Rights beneficially owned by an Acquiring Person, or by certain
related parties or transferees, will be null and void. If, after a Shares Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision will be made so that each holder of
a Right (except as otherwise provided in the shareholder rights plan) will thereafter have the
right to receive that number of shares of the acquiring company’s common stock which at the time of
such transaction will have a market value of two times the then-current Purchase Price.
Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder
of the Company. At any time prior to a person becoming an Acquiring Person, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per
Right. Unless they are extended or earlier redeemed or exchanged, the Rights will expire on January
7, 2019.
Employee Stock Purchase Plan
In August 2010, the Company’s Board of Directors approved a non-compensatory employee stock
purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or
authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of
the Company are eligible to be granted a non-transferable purchase right each calendar quarter to
purchase directly from the Company up to $20,000 of the Company’s common stock at a purchase price
equal to 100% of the closing sale price of the Company’s common stock on the NYSE Amex exchange on
the last trading day of each quarter. The ESPP allows for employee loans from the Company, except
for Section 16 officers, limited to 20% of an individual’s annual income and no more than $250,000
outstanding at any one time. Interest on the loans is charged at the 10-year loan IRS rate and is
payable at the end of each calendar year or upon loan maturity. The loans are secured by a pledge
of any and all the Company’s shares purchased by the participant under the ESPP and the Company has
full recourse against the employee, including offset against compensation payable. The Company had
the following shares issued from treasury during fiscal 2011 and for the six months ended September
30, 2011:
Loans issued to employees are reflected on the Company’s balance sheet as a contra-equity account.
Share Repurchase Program
In October 2011, the Company’s Board of Directors approved a share repurchase program
authorizing the Company to repurchase in aggregate up to a maximum of $1.0 million of the Company’s
outstanding common stock.
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- Definition
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock Options and Warrants
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Sep. 30, 2011
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| STOCK OPTIONS AND WARRANTS |
NOTE H — STOCK OPTIONS AND WARRANTS
The Company grants stock options under its 2003 Stock Option and 2004 Stock and Incentive
Awards Plans (the Plans). Under the terms of the Plans, the Company has reserved 12,000,000 shares
for issuance to key employees, consultants and directors. The Company’s board of directors approved
an increase to the number of shares available under the 2004 Stock and Incentive Awards Plan of
1,500,000 shares, and such share increase was approved by the Company’s shareholders at the 2010
annual shareholders meeting and such shares are included above, other than as described below. In
addition, the Company’s board of directors subsequently approved an additional increase to the
number of shares available under the Plan by 1,000,000 shares contingent upon the Company’s
achievement of at least 100% of each of the targeted financial metrics under its bonus program for
fiscal 2012. The contingent share increase was approved by the Company’s shareholders at the 2011
annual shareholders meeting and such shares are not included in the total above. The options
generally vest and become exercisable ratably between one month and five years although longer
vesting periods have been used in certain circumstances. Exercisability of the options granted to
employees are contingent on the employees’ continued employment and non-vested options are subject
to forfeiture if employment terminates for any reason. Options under the Plans have a maximum life
of 10 years. In the past, the Company has granted both ISOs and NQSOs, although in July 2008, the
Company adopted a policy of thereafter only granting NQSOs. Restricted stock awards have no vesting
period and have been issued to certain non-employee directors in lieu of cash compensation pursuant
to elections made under the Company’s non-employee director compensation program. The Plans also
provide to certain employees accelerated vesting in the event of certain changes of control of the
Company as well as under other special circumstances.
In fiscal 2011, the Company converted all of its existing ISO awards to NQSO awards. No
consideration was given to the employees for their voluntary conversion of ISO awards.
The Company granted accelerated vesting stock options in May 2011 under its 2004 Stock and
Incentive Awards to provide an opportunity for its employees to earn long-term
equity incentive awards based on the Company’s financial performance for fiscal 2012. An aggregate
of 459,041 stock options were granted on the third business day following the Company’s public
release of its fiscal 2011 results at an exercise price per share of $4.19, which was the closing
sale price of the Company’s Common Stock on that date. The stock options will only vest, however,
if the optionee remains employed and the Company is successful in achieving at least 100% of the
target levels for each of the Company’s three financial metric targets for fiscal 2012, and if the
Company’s stock price equals or exceeds $5.00 per share for at least 20 trading days during any
90-day period during the options’ ten-year term.
For the three and six months ended September 30, 2011, the Company granted 7,614 and
10,896 shares under the 2004 Stock and Incentive Awards Plan to certain non-employee directors who
elected to receive stock awards in lieu of cash compensation. The shares were valued at $3.12 per
share and $4.19 per share, the closing market prices as of the grant dates.
The following amounts of stock-based compensation were recorded (in thousands):
As of September 30, 2011, compensation cost related to non-vested common stock-based
compensation, excluding performance stock option awards amounted to $3.8 million over a remaining
weighted average expected term of 6.9 years.
The following table summarizes information with respect to the Plans:
The aggregate intrinsic value represents the total pre-tax intrinsic value, which is
calculated as the difference between the exercise price of the underlying stock options and the
fair value of the Company’s closing common stock price of $2.65 as of September 30, 2011.
A summary of the status of the Company’s outstanding non-vested stock options as of September
30, 2011 was as follows:
The Company has previously issued warrants in connection with various private placement stock
offerings and services rendered. The warrants granted the holder the option to purchase common
stock at specified prices for a specified period of time. No warrants were issued in fiscal 2011 or
during the six months ended September 30, 2011.
Outstanding warrants are comprised of the following:
A summary of outstanding warrants at September 30, 2011 follows:
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- Definition
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Segment Data
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Sep. 30, 2011
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| Segment Data [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT DATA |
NOTE I — SEGMENT DATA
During the fiscal 2011 third quarter, certain activity of the Orion Engineered Systems
Division exceeded the quantitative thresholds required for segment reporting. As such,
descriptions of the Company’s segments and their summary financial information are summarized
below.
Energy Management
The Energy Management Division develops, manufactures and sells commercial high intensity
fluorescent, or HIF, lighting systems and energy management systems.
Engineered Systems
The Engineered Systems Division sells and integrates alternative renewable energy systems,
such as solar and wind, and provides technical services for the Company’s sale of HIF lighting
systems and energy management systems.
Corporate and Other
Corporate and Other is comprised of selling, general and administrative expenses not directly
allocated to the Company’s segments and adjustments to reconcile to consolidated results, which
primarily include intercompany eliminations.
The Company’s revenue and long-lived assets outside the United States are insignificant.
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- Definition
The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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