Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Dec. 31, 2018	Jan. 31, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	ORION ENERGY SYSTEMS, INC.
Entity Central Index Key	0001409375
Trading Symbol	OESX
Document Type	10-Q
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--03-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		29,576,944

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Assets
Cash and cash equivalents	$ 6,596	$ 9,424
Accounts receivable, net	6,096	8,736
Revenue earned but not billed	3,125	0
Inventories, net	9,024	7,826
Deferred contract costs	0	1,000
Prepaid expenses and other current assets	627	2,467
Total current assets	25,468	29,453
Property and equipment, net	12,056	12,894
Other intangible assets, net	2,554	2,868
Other long-term assets	255	110
Total assets	40,333	45,325
Liabilities and Shareholders’ Equity
Accounts payable	11,345	11,675
Accrued expenses and other	5,314	4,171
Deferred revenue, current	119	499
Current maturities of long-term debt	82	79
Total current liabilities	16,860	16,424
Revolving credit facility	3,329	3,908
Long-term debt, less current maturities	43	105
Deferred revenue, long-term	810	940
Other long-term liabilities	626	524
Total liabilities	21,668	21,901
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018	0	0
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2018 and March 31, 2018; shares issued: 39,011,019 at December 31, 2018 and 38,384,575 at March 31, 2018; shares outstanding: 29,571,944 at December 31, 2018 and 28,953,183 at March 31, 2018	0	0
Additional paid-in capital	155,642	155,003
Treasury stock, common shares: 9,439,075 at December 31, 2018 and 9,431,392 at March 31, 2018	(36,092)	(36,085)
Retained deficit	(100,885)	(95,494)
Total shareholders’ equity	18,665	23,424
Total liabilities and shareholders’ equity	$ 40,333	$ 45,325

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Mar. 31, 2018
Statement Of Financial Position [Abstract]
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (USD per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	39,011,019	38,384,575
Common stock, shares outstanding (in shares)	29,571,944	28,953,183
Treasury stock (in shares)	9,439,075	9,431,392

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Revenues	$ 16,291,000	$ 17,263,000	$ 43,311,000	$ 45,243,000
Cost of revenue	12,121,000	12,147,000	33,143,000	33,796,000
Gross profit	4,170,000	5,116,000	10,168,000	11,447,000
Operating expenses:
General and administrative	2,269,000	2,878,000	7,681,000	11,370,000
Impairment of intangible assets	0	0	0	710,000
Sales and marketing	2,190,000	2,981,000	6,903,000	9,241,000
Research and development	298,000	616,000	1,057,000	1,519,000
Total operating expenses	4,757,000	6,475,000	15,641,000	22,840,000
Loss from operations	(587,000)	(1,359,000)	(5,473,000)	(11,393,000)
Other income (expense):
Other income	31,000	0	65,000	0
Interest expense	(77,000)	(74,000)	(335,000)	(225,000)
Amortization of debt issue costs	(31,000)	(28,000)	(31,000)	(83,000)
Interest income	2,000	5,000	8,000	12,000
Total other expense	(75,000)	(97,000)	(293,000)	(296,000)
Loss before income tax	(662,000)	(1,456,000)	(5,766,000)	(11,689,000)
Income tax (benefit) expense	0	(23,330)	25,748	(23,330)
Net loss	$ (662,000)	$ (1,433,000)	$ (5,792,000)	$ (11,666,000)
Basic net loss per share attributable to common shareholders	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)
Weighted-average common shares outstanding	29,568,986	28,909,847	29,376,959	28,734,394
Diluted net loss per share	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)
Weighted-average common shares and share equivalents outstanding	29,568,986	28,909,847	29,376,959	28,734,394
Product revenue
Revenues	$ 13,952,000	$ 15,993,000	$ 38,350,000	$ 41,883,000
Cost of revenue	10,508,000	11,181,000	29,599,000	30,587,000
Service revenue
Revenues	2,339,000	1,270,000	4,961,000	3,360,000
Cost of revenue	$ 1,613,000	$ 966,000	$ 3,544,000	$ 3,209,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating activities
Net loss	$ (5,792,000)	$ (11,666,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,006,000	1,050,000
Amortization of intangible assets	343,000	486,000
Stock-based compensation	639,000	868,000
Amortization of debt issue costs	31,000	83,000
Impairment of intangible assets	0	710,000
Provision for inventory reserves	(144,000)	701,000
Provision for bad debts	66,000	21,000
Other	8,000	12,000
Changes in operating assets and liabilities:
Accounts receivable, current and long-term	2,857,000	492,000
Revenue earned but not billed	(770,000)	0
Inventories	(367,000)	4,120,000
Deferred contract costs	0	(179,000)
Prepaid expenses and other assets	123,000	1,300,000
Accounts payable	555,000	30,000
Accrued expenses and other	(136,000)	(767,000)
Deferred revenue, current and long-term	(29,000)	(342,000)
Net cash used in operating activities	(1,610,000)	(3,081,000)
Investing activities
Purchases of property and equipment	(167,000)	(478,000)
Additions to patents and licenses	(29,000)	(43,000)
Net cash used in investing activities	(196,000)	(521,000)
Financing activities
Payment of long-term debt and capital leases	(58,000)	(132,000)
Proceeds from revolving credit facility	42,498,000	51,926,000
Payment of revolving credit facility	(43,078,000)	(54,933,000)
Payments to settle employee tax withholdings on stock-based compensation	(10,000)	(9,000)
Deferred financing costs	(377,000)	0
Net proceeds from employee equity exercises	3,000	6,000
Net cash used in financing activities	(1,022,000)	(3,142,000)
Net decrease in cash and cash equivalents	(2,828,000)	(6,744,000)
Cash and cash equivalents at beginning of period	9,424,000	17,307,000
Cash and cash equivalents at end of period	$ 6,596,000	$ 10,563,000

DESCRIPTION OF BUSINESS

9 Months Ended

Dec. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 — DESCRIPTION OF BUSINESS

Organization

Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion is a developer, manufacturer and seller of lighting and energy management systems to commercial and industrial businesses, and federal and local governments, predominantly in North America.

Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion leases office space in Jacksonville, Florida. Orion had leased office space in Chicago, Illinois, and Houston, Texas, but as of June 30, 2018, Orion had vacated these locations. During fiscal 2018, Orion had leased warehouse space in Manitowoc, Wisconsin and Augusta, Georgia, but as of March 31, 2018, Orion had vacated these storage locations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — 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.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2019 or other interim periods.

The Condensed Consolidated Balance Sheets at March 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the SEC on June 13, 2018.

In the warranty rollforward in Note 9 – Accrued Expenses and Other, certain prior period balances have been reclassified to conform to current period presentation. The reclassifications were immaterial to the financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.

Concentration of Credit Risk and Other Risks and Uncertainties

Orion's cash is deposited with three financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances.

Orion purchases components necessary for its lighting products, including ballasts, lamps and LED components, from multiple suppliers. For the three months ended December 31, 2018, one supplier accounted for 11.7% of total cost of revenue. For the nine months ended December 31, 2018, no supplier accounted for more than 10% of total cost of revenue. For the three months ended December 31, 2017, one supplier accounted for 13.9% of total cost of revenue. For the nine months ended December 31, 2017, no supplier accounted for more than 10.0% of total cost of revenue.

For the three months ended December 31, 2018, one customer accounted for 11.6% of total revenue. For the nine months ended December 31, 2018, no customers accounted for more than 10.0% of total revenue. For the three months ended December 31, 2017, one customer accounted for 13.4% of total revenue. For the nine months ended December 31, 2017, one customer accounted for 11.1% of total revenue.

As of December 31, 2018, no customer accounted for more than 10.0% of Accounts receivable. As of March 31, 2018, one customer accounted for 13.2% of Accounts receivable.

Recent Accounting Pronouncements

Issued: Not Yet Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases" (Subtopic 842). The pronouncement, and subsequent amendments, which is included in the Accounting Standards Codification as Subtopic 842 (“ASC 842”), requires that lessees recognize right-of-use assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and disclose additional quantitative and qualitative information about leasing arrangements. Under ASU 842, leases will be classified as either finance or operating, with classification affecting the timing of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating leases, with classification affecting the timing of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards, as well as substantive control, have been transferred through the lease contract. ASU 842 also provides guidance on the presentation of the effects of leases in the income statement and statement of cash flows. Orion will adopt ASU 842 on April 1, 2019 and expects to elect certain practical expedients permitted under the transition guidance. Additionally, Orion expects to elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Orion has completed an initial assessment of potential leases but has not yet completed its review of the full provisions of ASU 842 against its outstanding lease arrangements and is in the process of quantifying the lease liability and related right-of-use asset which will be recorded to its condensed consolidated balance sheets upon adoption of ASU 842. In addition, the Company is in the process of identifying and implementing the appropriate changes to business processes and controls to support recognition and disclosure under the new standard. Management continues to assess the impact of adoption of ASU 842 on its condensed consolidated statements of operations, cash flows, and the related footnote disclosures.

Recently Adopted Standards

On April 1, 2018, Orion adopted ASU 2014-09 and subsequent amendments, which is included in the Accounting Standards Codification as "Revenue from Contracts with Customers" (Topic 606) (“ASC 606”) and Sub-Topic 340-40 (“ASC 340-40”), using the modified retrospective approach. ASC 606 superseded the revenue recognition requirements in “Revenue Recognition” (Topic 605) ("ASC 605") and provides guidance on the accounting for other assets and deferred costs associated with contracts with customers. ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASC 340-40 limits the circumstances that an entity can recognize an asset from the costs incurred to obtain or fulfill a contract that are not subject to the guidance in other portions in the Accounting Standards Codification, such as those related to inventory. The provisions of ASC 606 and ASC 340-40 require entities to use more judgments and estimates than under previous guidance when allocating the total consideration in a contract to the individual promises to customers (“performance obligations”) and determining when a performance obligation has been satisfied and revenue can be recognized. Orion’s adoption of ASC 606 did not have a material effect on Orion's financial statements. Orion has updated its processes and controls necessary for implementing ASC 606, including the increased footnote disclosure requirements.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which provided clarification and additional guidance as to the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU provided guidance as to the classification of a number of transactions including: contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This new ASU was effective for Orion in the first quarter of fiscal 2019 and has been applied through retrospective adjustment to all periods presented. The adoption of this ASU did not have a material impact on Orion’s condensed consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation: Scope of Modification Accounting” which provides guidance about which changes to the terms or conditions of a share-based payment award would require an entity to apply modification accounting. The provisions of this ASU were effective for Orion beginning on April 1, 2018. The adoption of this ASU did not have a material impact on Orion’s condensed consolidated financial statements.

REVENUE (Notes)

9 Months Ended

Dec. 31, 2018

Revenue From Contract With Customer [Abstract]

REVENUE

NOTE 3 — REVENUE

Changes in Accounting Policies

Orion adopted ASC 606 and ASC 340-40 (the “new standards”) as of April 1, 2018 for contracts with customers that were not fully complete as of April 1, 2018 using the modified retrospective transition method. The cumulative effect of initially applying the new standards was recorded as an immaterial adjustment to the opening balance of retained deficit within Orion’s Condensed Consolidated Statement of Shareholders’ Equity.

The new standards are applied separately for each contract between Orion and a customer. While the impact of the new standards vary for each contract based on its specific terms, in general, the new standards result in Orion (a) delaying the recognition of some of its Product revenue from the point of shipment until a later date during the installation period, (b) recording Service revenue associated with installing lighting fixtures as such fixtures are installed instead of recording all Services revenue at the completion of the installation, and (c) recording costs associated with installing lighting fixtures as they are incurred instead of deferring such costs and recognizing them at the time Service revenue was recorded.

The adoption of the new standards also resulted in reclassifications (a) between Product revenue and Service revenue, and between Cost of service revenue and Sales and marketing expenses in Orion’s Condensed Consolidated Statements of Operations, and (b) between Accounts receivable, net, Revenue earned but not billed, Inventories, net, Deferred contract costs, Prepaid expenses and other current assets, Accounts payable, Accrued expenses and other, Deferred revenue, current, Deferred revenue, long-term, and Other long-term liabilities in Orion’s Condensed Consolidated Balance Sheets.

For all adjustments and changes as a result of adopting the new standards for the current period, refer to the section “Impacts on Financial Statements” below. In accordance with the modified retrospective transition method, the historical information within Orion’s financial statements has not been restated and continues to be reported under the accounting standard in effect for those periods. As a result, Orion has disclosed the accounting policies in effect prior to April 1, 2018, as well as the policies applied starting April 1, 2018.

Revenue Recognition

Periods prior to April 1, 2018

Revenue was recognized in accordance with ASC 605 when the following criteria were met:

persuasive evidence of an arrangement exists;

delivery has occurred and title has passed to the customer;

the sales price is fixed and determinable and no further obligation exists; and

collectability is reasonably assured.

Revenue was recorded net of estimated provisions for returns, early payment discounts and rebates and other consideration paid to Orion’s customers. Revenues were presented net of sales tax and other sales related taxes.

Deferred contract costs consisted primarily of the costs of products delivered, and services performed, that were subject to additional performance obligations or customer acceptance. These Deferred contract costs were expensed at the time the related revenue was recognized.

Deferred revenue related to advance customer billings and investment tax grants received related to power purchase agreement contracts still outstanding related to Orion’s legacy solar business.

Period Commencing April 1, 2018

General Information

Orion generates revenues primarily by selling commercial lighting fixtures and components and by installing these fixtures in its customer’s facilities. Orion recognizes revenue in accordance with the guidance in ASC 606 when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation.

If there are multiple performance obligations in a single contract, the contract’s total sales price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. The cost-plus margin approach is used to determine the stand-alone selling price for the installation performance obligation and is based on average historical installation margin.

Revenue derived from customer contracts which include only performance obligation(s) for the sale of lighting fixtures and components is classified as Product revenue in the Condensed Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction.

Revenue from a customer contract which includes both the sale of fixtures and the installation of such fixtures (which Orion refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices.

Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below:

•

when there is a legal transfer of ownership;

•

when the customer obtains physical possession of the products;

•

when the customer starts to receive the benefit of the products;

•

the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility;

•

whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility;

•

when each light fixture is physically installed and working correctly;

•

when the customer formally accepts the product; and

•

when Orion receives payment from the customer for the light fixtures.

Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures completely installed as of the measurement date in comparison to the total number of light fixtures to be installed under the contract.

Most products are manufactured in accordance with Orion’s standard specifications. However, some products are manufactured to a customer’s specific requirements with no alternative use to Orion. In such cases, and when Orion has an enforceable right to payment, Product revenue is recorded on an over-time basis measured using an input methodology that calculates the costs incurred to date as compared to total expected costs. There was no over-time revenue related to custom products recognized in the three and nine months ended December 31, 2018.

Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606.

When shipping and handling activities are performed after a customer obtains control of the product, Orion has elected to treat shipping and handling costs as an activity necessary to fulfill the performance obligation to transfer product to the customer and not as a separate performance obligation. Any shipping and handling costs charged to customers are recorded in Product revenue. Shipping and handling costs are accrued and included in Cost of product revenue.

See Note 9, Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

Contract Fulfillment Costs

Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of product revenue at the time revenue is recorded. See Note 5, Inventories, Net. Costs associated with installation sales are expensed as incurred.

Disaggregation of Revenue

Orion’s Product revenue includes revenue from contracts with customers accounted for under the scope of ASC 606 and revenue which is accounted for under other guidance. For the three and nine months ended December 31, 2018, Product revenue included $1.0 million and $2.1 million, respectively, derived from sales-type leases for light fixtures, $25,615 and $0.2 million, respectively, derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy, and $18,889 and $0.1 million, respectively, derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities which are not under the scope of ASC 606. All remaining Product revenue, and all Service revenue, are derived from contracts with customers as defined in ASC 606.

The primary end-users of Orion’s lighting products and services are (a) the federal government, and (b) commercial or industrial companies.

The federal government obtains Orion products and services primarily through turnkey project sales that Orion makes to a select group of contractors who focus on the federal government. Revenues associated with government end-users are primarily included in the Orion Engineered Systems Division segment.

Commercial or industrial end-users obtain Orion products and services through turnkey project sales or by purchasing products either direct from Orion or through distributors or energy service companies ("ESCOs"). Revenues associated with commercial and industrial end-users are included within each of Orion’s segments, dependent on the sales channel.

See Footnote 16, Segments, for additional discussion concerning Orion’s reportable segments.

The following table provides detail of Orion’s total revenues for the three and nine months ended December 31, 2018 (dollars in thousands):

	Three Months Ended December 31, 2018						Nine Months Ended December 31, 2018
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	894	$	396	$	1,290	$	1,009	$	396	$	1,405
Commercial and industrial		11,976		1,943		13,919		34,987		4,565		39,552
Total lighting		12,870		2,339		15,209		35,996		4,961		40,957
Solar energy related revenues		8		—		8		46		—		46
Total revenues from contracts with customers		12,878		2,339		15,217		36,042		4,961		41,003
Revenue accounted for under other guidance		1,074		—		1,074		2,308		—		2,308
Total revenue	$	13,952	$	2,339	$	16,291	$	38,350	$	4,961	$	43,311

Cash Flow Considerations

Customer payments for material only orders are due shortly after shipment.

Turnkey projects where the end-user is the federal government typically span a three to six-month period. The contracts for these sales often provide for monthly progress payments equal to ninety percent (90%) of the value provided by Orion during the month.

Turnkey projects where the end-user is a commercial or industrial company typically span between two weeks to three months. Customer payment requirements for these projects vary by contract. Some contracts provide for customer payments for products and services as they are delivered, other contracts specify that the customer will pay for the project in its entirety upon completion of the installation.

Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments of the contract price, plus interest, over a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations. The portion of the transaction associated with the sale of the multiple individual light fixtures is accounted for as sales-type leases in accordance with ASC 840, "Leases". Revenues associated with the sales-type leases are included in Product revenue and recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified.

The payments associated with these transactions that are due during the twelve months subsequent to December 31, 2018 are included in Accounts receivable, net in Orion’s Condensed Consolidated Balance Sheets. The remaining amounts due that are associated with these transactions are included in Other long-term assets in Orion’s Condensed Consolidated Balance Sheets.

The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable from the customer to an independent financial institution either during, or shortly after completion of, the installation period. Upon execution of the receivables purchase / sales agreement, all amounts due from the customer are included in Revenues earned but not billed on Orion’s Condensed Consolidated Balance Sheets until cash is received from the financial institution. The financial institution releases funds to Orion based on the customer’s monthly acknowledgment of the progress Orion has achieved in fulfilling its installation obligation. Orion provides the progress certifications to the financial institution one month in arrears.

The total amount received from the sales of these receivables during the three and nine months ended December 31, 2018 was $1.5 million and $4.4 million, respectively. Orion’s losses on these sales aggregated to $28,891 and $0.2 million for the three and nine months ended December 31, 2018 and is included in Interest expense in the Condensed Consolidated Statements of Operations.

Practical Expedients and Exemptions

Orion expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Sales and marketing expense. There are no other capitalizable costs associated with obtaining contracts with customers.

Orion’s performance obligations related to lighting fixtures typically do not exceed nine months in duration. As a result, Orion has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value assigned to remaining performance obligations on contracts that have original expected durations of one year or less.

Orion has also adopted the practical expedient that provides an exemption to the disclosure requirement of the value assigned to performance obligations associated with contracts that were not complete as of April 1, 2018.

Orion also elected the practical expedient that permits companies to not disclose quantitative information about the future revenue when revenue is recognized as invoices are issued to customers for services performed.

Other than the turnkey projects which result in sales-type leases discussed above, Orion generally receives full payment for satisfied performance obligations in less than one year. Accordingly, Orion does not adjust revenues for the impact of any potential significant financing component as permitted by the practical expedients provided in ASC 606.

Contract Balances

A receivable is recognized when Orion has an enforceable right to payment in accordance with contract terms and an invoice has been issued to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date.

Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a common practice in Orion turnkey contracts. Once Orion has an unconditional right to consideration under a turnkey contract, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. Revenue earned but not billed as of December 31, 2018 and April 1, 2018 includes $0.6 million and $0.6 million, respectively, which was not derived from contracts with customers and therefore not classified as a contract asset as defined by the new standards.

Deferred revenue, current as of December 31, 2018, included $43,448 of contract liabilities which represented consideration received from customers prior to the point that Orion has fulfilled the promises included in a performance obligation and recorded revenue.

Deferred revenue, long-term consists of the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by the new standards.

The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of December 31, 2018, and April 1, 2018, after the adoption of the new standards (dollars in thousands):

	December 31, 2018		April 1, 2018
Accounts receivable, net	$	6,096	$	9,020
Contract assets	$	2,538	$	1,773
Contract liabilities	$	43	$	13

There were no significant changes in the contract assets outside of standard reclassifications to Accounts receivable, net upon billing. There were no significant changes to contract liabilities.

Impact on Financial Statements

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	As Reported December 31, 2018			Adjustments			Balances without application of ASC 606
Assets
Cash and cash equivalents	$	6,596		$	—		$	6,596
Accounts receivable, net		6,096			(6	)		6,090
Revenue earned but not billed		3,125			(3,125	)		—
Inventories, net		9,024			(709	)		8,315
Deferred contract costs		—			1,510			1,510
Prepaid expenses and other current assets		627			2,036			2,663
Total current assets		25,468			(294	)		25,174
Property and equipment, net		12,056			—			12,056
Other intangible assets, net		2,554			—			2,554
Other long-term assets		255			—			255
Total assets	$	40,333		$	(294	)	$	40,039
Liabilities and Shareholders’ Equity
Accounts payable	$	11,345		$	980		$	12,325
Accrued expenses and other		5,314			(1,200	)		4,114
Deferred revenue, current		119			492			611
Current maturities of long-term debt		82			—			82
Total current liabilities		16,860			272			17,132
Revolving credit facility		3,329			—			3,329
Long-term debt, less current maturities		43			—			43
Deferred revenue, long-term		810			97			907
Other long-term liabilities		626			(97	)		529
Total liabilities		21,668			272			21,940
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018		—			—			—
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2018 and March 31, 2018; shares issued: 39,011,019 at December 31, 2018 and 38,384,575 at March 31, 2018; shares outstanding: 29,571,944 at December 31, 2018 and 28,953,183 at March 31, 2018		—			—			—
Additional paid-in capital		155,642			—			155,642
Treasury stock, common shares: 9,439,075 at December 31, 2018 and 9,431,392 at March 31, 2018		(36,092	)		—			(36,092	)
Retained deficit		(100,885	)		(566	)		(101,451	)
Total shareholders’ equity		18,665			(566	)		18,099
Total liabilities and shareholders’ equity	$	40,333		$	(294	)	$	40,039

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Three months ended December 31, 2018									Nine Months Ended December 31, 2018
	As Reported			Adjustments			Balances without application of ASC 606			As Reported			Adjustments			Balances without application of ASC 606
Product revenue	$	13,952		$	467		$	14,419		$	38,350		$	1,531		$	39,881
Service revenue		2,339			(1,476	)		863			4,961			(2,607	)		2,354
Total revenue		16,291			(1,009	)		15,282			43,311			(1,076	)		42,235
Cost of product revenue		10,508			—			10,508			29,599			1			29,600
Cost of service revenue		1,613			(954	)		659			3,544			(1,692	)		1,852
Total cost of revenue		12,121			(954	)		11,167			33,143			(1,691	)		31,452
Gross profit		4,170			(55	)		4,115			10,168			615			10,783
Operating expenses:
General and administrative		2,269			—			2,269			7,681			—			7,681
Sales and marketing		2,190			352			2,542			6,903			922			7,825
Research and development		298			—			298			1,057			—			1,057
Total operating expenses		4,757			352			5,109			15,641			922			16,563
Loss from operations		(587	)		(407	)		(994	)		(5,473	)		(307	)		(5,780	)
Other income (expense):
Other income		31			—			31			65			—			65
Interest expense		(77	)		12			(65	)		(335	)		13			(322	)
Amortization of debt issue cost		(31	)					(31	)		(31	)					(31	)
Interest income		2			—			2			8			—			8
Total other expense		(75	)		12			(63	)		(293	)		13			(280	)
Loss before income tax		(662	)		(395	)		(1,057	)		(5,766	)		(294	)		(6,060	)
Income tax expense		0			—			0			26			—			26
Net loss	$	(662	)	$	(395	)	$	(1,057	)	$	(5,792	)	$	(294	)	$	(6,086	)
Basic net loss per share attributable to common shareholders	$	(0.02	)	$	0.00		$	(0.04	)	$	(0.20	)	$	0.00		$	(0.21	)
Weighted-average common shares outstanding		29,568,986			—			29,568,986			29,376,959			—			29,376,959
Diluted net loss per share	$	(0.02	)	$	0.00		$	(0.04	)	$	(0.20	)	$	0.00		$	(0.21	)
Weighted-average common shares and share equivalents outstanding		29,568,986			—			29,568,986			29,376,959			—			29,376,959

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended December 31, 2018
	As Reported			Adjustments			Balances without application of ASC 606
Operating activities
Net loss	$	(5,792	)	$	(294	)	$	(6,086	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,006			—			1,006
Amortization of intangible assets		343			—			343
Stock-based compensation		639			—			639
Amortization of debt issue costs		31			—			31
Provision for inventory reserves		(144	)		—			(144	)
Provision for bad debts		66			—			66
Other		8			—			8
Changes in operating assets and liabilities:
Accounts receivable, current and long-term		2,857			(276	)		2,581
Revenue earned but not billed		(770	)		770			—
Inventories		(367	)		22			(345	)
Deferred contract costs		—			(516	)		(516	)
Prepaid expenses and other assets		123			(129	)		(6	)
Accounts payable		555			95			650
Accrued expenses and other		(136	)		84			(52	)
Deferred revenue, current and long-term		(29	)		244			215
Net cash used in operating activities		(1,610	)		—			(1,610	)
Investing activities
Purchases of property and equipment		(167	)		—			(167	)
Additions to patents and licenses		(29	)		—			(29	)
Net cash used in investing activities		(196	)		—			(196	)
Financing activities
Payment of long-term debt and capital leases		(58	)		—			(58	)
Proceeds from revolving credit facility		42,498			—			42,498
Payment of revolving credit facility		(43,078	)		—			(43,078	)
Payments to settle employee tax withholdings on stock-based compensation		(10	)		—			(10	)
Deferred financing costs		(377	)		—			(377	)
Net proceeds from employee equity exercises		3			—			3
Net cash used in financing activities		(1,022	)		—			(1,022	)
Net decrease in cash and cash equivalents		(2,828	)		—			(2,828	)
Cash and cash equivalents at beginning of period		9,424			—			9,424
Cash and cash equivalents at end of period	$	6,596		$	—		$	6,596

ACCOUNTS RECEIVABLE, NET

9 Months Ended

Dec. 31, 2018

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET

NOTE 4 — ACCOUNTS RECEIVABLE, NET

As of December 31, 2018, and March 31, 2018, Orion's Accounts receivable and Allowance for doubtful accounts balances were as follows (dollars in thousands):

	December 31, 2018			March 31, 2018
Accounts receivable, gross	$	6,313		$	8,886
Allowance for doubtful accounts		(217	)		(150	)
Accounts receivable, net	$	6,096		$	8,736

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

INVENTORIES, NET

9 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

INVENTORIES, NET

NOTE 5 — INVENTORIES, NET

As of December 31, 2018, and March 31, 2018, Orion's Inventory balances were as follows (dollars in thousands):

	Cost		Reserve			Net
As of December 31, 2018
Raw materials and components	$	6,653	$	(1,345	)	$	5,308
Work in process		1,127		(311	)		816
Finished goods		4,137		(1,237	)		2,900
Total	$	11,917	$	(2,893	)	$	9,024

As of March 31, 2018
Raw materials and components	$	6,073	$	(1,363	)	$	4,710
Work in process		1,190		(263	)		927
Finished goods		3,934		(1,745	)		2,189
Total	$	11,197	$	(3,371	)	$	7,826

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Dec. 31, 2018

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2018, and March 31, 2018, Prepaid expenses and other current assets included the following (dollars in thousands):

	December 31, 2018		March 31, 2018
Unbilled accounts receivable (1)	$	—	$	1,910
Other prepaid expenses		627		557
Total	$	627	$	2,467

(1)	As of April 1, 2018, in conjunction with the adoption of ASC 606, the balance of unbilled Accounts receivable was included in Revenue earned but not billed on the Condensed Consolidated Balance Sheets.

PROPERTY AND EQUIPMENT, NET

9 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 7 — PROPERTY AND EQUIPMENT, NET

As of December 31, 2018, and March 31, 2018, Property and equipment, net, included the following (dollars in thousands):

	December 31, 2018			March 31, 2018
Land and land improvements	$	433		$	424
Buildings and building improvements		9,245			9,245
Furniture, fixtures and office equipment		7,144			7,096
Leasehold improvements		324			324
Equipment leased to customers		4,997			4,997
Plant equipment		12,027			12,106
Construction in Progress		47			—
		34,217			34,192
Less: accumulated depreciation and amortization		(22,161	)		(21,298	)
Property and equipment, net	$	12,056		$	12,894

As of September 30, 2018, a triggering event occurred requiring Orion to evaluate its long-lived assets for impairment. Due to the central nature of its operations, Orion’s tangible and intangible definite-lived assets support its full operations, are utilized by all three of its reportable segments, and do not generate separately identifiable cash flows. As such, these assets together represent a single asset group. In reviewing the asset group for impairment, Orion elected to bypass the qualitative impairment assessment and went directly to performing the Step 1 recoverability test. Orion performed the Step 1 recoverability test for the asset group comparing its carrying value to the group’s expected future undiscounted cash flows. Orion concluded that the undiscounted cash flows of the definite lived asset group exceeded its carrying value. As such the asset group was deemed recoverable and no impairment was recorded.

Equipment included above under capital leases was as follows (dollars in thousands):

	December 31, 2018			March 31, 2018
Equipment	$	581		$	581
Less: accumulated depreciation and amortization		(450	)		(344	)
Equipment, net	$	131		$	237

Orion recorded depreciation expense of $0.3 and $1.0 million for the three and nine months ended December 31, 2018, respectively, and $0.4 and $1.1 million for the three and nine months ended December 31, 2017, respectively.

OTHER INTANGIBLE ASSETS, NET

9 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

OTHER INTANGIBLE ASSETS, NET

NOTE 8 —OTHER INTANGIBLE ASSETS, NET

As of December 31, 2018, and March 31, 2018, the components of, and changes in, the carrying amount of Other intangible assets, net, were as follows (dollars in thousands):

	December 31, 2018							March 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,665	$	(1,492	)	$	1,173	$	2,636	$	(1,370	)	$	1,266
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks		1,005		—			1,005		1,005		—			1,005
Customer relationships		3,600		(3,435	)		165		3,600		(3,326	)		274
Developed technology		900		(689	)		211		900		(582	)		318
Non-competition agreements		100		(100	)		—		100		(95	)		5
Total	$	8,328	$	(5,774	)	$	2,554	$	8,299	$	(5,431	)	$	2,868

As of September 30, 2017, a triggering event occurred requiring Orion to evaluate its long-lived assets for impairment. As such Orion performed a quantitative impairment review of its indefinite lived intangible assets related to the Harris trade name applying the royalty replacement method to determine the asset’s fair value as of September 30, 2017. Under the royalty replacement method, the fair value of the Harris tradename was determined based on a market participant’s view of the royalty that would be paid to license the right to use the tradename. This quantitative analysis incorporated several assumptions including forecasted future revenues and cash flows, estimated royalty rate, based on similar licensing transactions and market royalty rates, and discount rate, which incorporates assumptions such as weighted-average cost of capital and risk premium. As a result of this impairment test, the carrying value of the Harris trade name exceeded its estimated fair value and an impairment of $0.7 million was recorded to Impairment of intangible assets during the quarter ended September 30, 2017 to reduce the asset’s carrying value to its calculated fair value. This fair value determination was categorized as Level 3 in the fair value hierarchy.

Amortization expense on intangible assets was $0.1 and $0.2 million for the three months ended December 31, 2018 and 2017, respectively. Amortization expense on intangible assets was $0.3 and $0.5 million for the nine months ended December 31, 2018 and 2017, respectively.

As of December 31, 2018, the weighted average remaining useful life of intangible assets was 5.1 years.

The estimated amortization expense for the remainder of fiscal 2019, the next five fiscal years and beyond is shown below (dollars in thousands):

Fiscal 2019 (period remaining)	$	95
Fiscal 2020		362
Fiscal 2021		287
Fiscal 2022		190
Fiscal 2023		98
Fiscal 2024		95
Thereafter		422
Total	$	1,549

ACCRUED EXPENSES AND OTHER

9 Months Ended

Dec. 31, 2018

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSES AND OTHER

NOTE 9 — ACCRUED EXPENSES AND OTHER

As of December 31, 2018, and March 31, 2018, Accrued expenses and other included the following (dollars in thousands):

	December 31, 2018		March 31, 2018
Compensation and benefits	$	1,084	$	1,786
Accrued taxes		458		237
Contract costs		1,814		985
Legal and professional fees		168		400
Warranty		415		402
Sales returns reserve (1)		174		—
Credits due to customers (1)		980		—
Other accruals		221		361
Total	$	5,314	$	4,171

(1)

Sales returns reserve was previously classified in Accounts receivable, net and Credits due to customers was previously classified in Accounts payable. As of April 1, 2018, in conjunction with the adoption of ASC 606, these balances are now included in Accrued expenses and other on the Condensed Consolidated Balance Sheets.

Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Beginning of period	$	721		$	739		$	673		$	759
Reclassification on adoption of ASC 606		—			—			73			—
Accruals		129			(78	)		177			(52	)
Warranty claims (net of vendor reimbursements)		(67	)		(44	)		(140	)		(90	)
End of period	$	783		$	617		$	783		$	617

NET LOSS PER COMMON SHARE

9 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

NET LOSS PER COMMON SHARE

NOTE 10 — NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing Basic net loss attributable to common shareholders by the Weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.

For the three and nine months ended December 31, 2018 and 2017, Orion was in a net loss position; therefore, the Basic and Diluted Weighted average shares outstanding are equal because any increase to the basic shares would be anti-dilutive. Basic and Diluted net loss per common share was calculated based upon the following:

	Three Months Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Numerator:
Net loss (in thousands)	$	(662	)	$	(1,433	)	$	(5,792	)	$	(11,666	)
Denominator:
Weighted-average common shares outstanding		29,568,986			28,909,847			29,376,959			28,734,394
Weighted-average common shares and common share equivalents outstanding		29,568,986			28,909,847			29,376,959			28,734,394
Net loss per common share:
Basic	$	(0.02	)	$	(0.05	)	$	(0.20	)	$	(0.41	)
Diluted	$	(0.02	)	$	(0.05	)	$	(0.20	)	$	(0.41	)

The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net loss per common share because their inclusion would have been anti-dilutive. The number of shares are as of the end of each period:

	December 31, 2018		December 31, 2017
Common stock options		477,836		709,667
Restricted shares		1,329,693		1,545,209
Total		1,807,529		2,254,876

LONG-TERM DEBT

9 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 11 — LONG-TERM DEBT

Long-term debt consisted of the following (dollars in thousands):

	December 31, 2018			March 31, 2018
Revolving credit facility	$	3,329		$	3,908
Equipment lease obligations		125			184
Total long-term debt		3,454			4,092
Less current maturities		(82	)		(79	)
Long-term debt, less current maturities	$	3,372		$	4,013

Revolving Credit Agreement

On October 26, 2018, Orion and its subsidiaries entered into a new secured revolving Business Financing Agreement with Western Alliance Bank, as lender (the “New Credit Agreement”). The New Credit Agreement replaced Orion’s existing Credit Agreement.

The New Credit Agreement provides for a two-year revolving credit facility (the “New Credit Facility”) that matures on October 26, 2020. Borrowings under the New Credit Facility are initially limited to $20.15 million, subject to a borrowing base requirement based on eligible receivables and inventory. The New Credit Agreement includes a $2.0 million sublimit for the issuance of letters of credit. As of December 31, 2018, Orion’s borrowing base was $4.4 million, and Orion had $3.3 million in borrowings outstanding which were included in non-current liabilities in the accompanying Condensed Consolidated Balance Sheets. Orion had no outstanding letters of credit leaving additional borrowing availability of $1.1 million.

The New Credit Agreement is secured by a security interest in substantially all of Orion's and its subsidiaries’ personal property.

Borrowings under the New Credit Agreement generally bear interest at floating rates based upon the prime rate (but not be less than 5.00% per year) plus an applicable margin determined by reference to Orion’s quick ratio (defined as the aggregate amount of unrestricted cash, unrestricted marketable securities and, with certain adjustments, receivables convertible into cash divided by total current liabilities, including the obligations under the New Credit Agreement). As of December 31, 2018, the interest rate was 6.0%. Among other fees, Orion is required to pay an annual facility fee equal to 0.45% of the credit limit under the New Credit Agreement, which was paid at commencement (October 26, 2018) and is due on each anniversary thereof. With certain exceptions, if the New Credit Agreement is terminated prior to the first anniversary of the closing date of the New Credit Agreement, Orion is required to pay a termination fee equal to 0.50% of the credit limit under the New Credit Agreement.

The New Credit Agreement requires Orion to maintain nine months’ of “RML” as of the end of each month. For purposes of the New Credit Agreement, RML is defined as, as of the applicable determination date, unrestricted cash on deposit with Western Alliance Bank plus availability under the New Credit Agreement divided by an amount equal to, for the applicable trailing three-month period, consolidated net profit before tax, plus depreciation expense, amortization expense and stock-based compensation, minus capital lease principal payments, tested as of the end of each month.

The New Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion’s stock, redeem, retire or purchase shares of Orion’s stock, make investments or pledge or transfer assets. If an event of default under the New Credit Agreement occurs and is continuing, then Western Alliance Bank may cease making advances under the New Credit Agreement and declare any outstanding obligations under the New Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the New Credit Agreement will automatically become immediately due and payable.

Equipment Lease Obligations

In June 2015, Orion entered into a lease agreement with a financing company in the principal amount of $0.4 million to fund certain equipment. The lease is secured by the related equipment. The lease bears interest at a rate of 3.6%, and matures in June 2020. The lease contains a one dollar buyout option.

Customer Equipment Finance Notes Payable

In December 2014, Orion entered into a secured borrowing agreement with a financing company in the principal amount of $0.4 million to fund completed customer contracts under its Orion Throughput Agreement (“OTA”) finance program that were previously funded under a different OTA credit agreement. The loan amount was secured by the OTA-related equipment and the expected future monthly payments under the supporting 25 individual OTA customer contracts. The borrowing agreement bore an interest rate of 8.36% and matured in April 2018.

Other Long-Term Debt

In September 2010, Orion entered into a note agreement with the Wisconsin Department of Commerce that provided Orion with $0.3 million to fund Orion’s rooftop solar project at its Manitowoc facility. The note matured in June 2017 and was paid in full upon maturity.

INCOME TAXES

9 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 — INCOME TAXES

Orion’s income tax provision was determined by applying an estimated annual effective tax rate based upon the facts and circumstances known to book loss before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three-month period ended December 31, 2018 and 2017, Orion recorded income tax expense (benefit) of $0 and $(23,330), respectively, using this methodology. For the nine-month period ended December 31, 2018 and 2017, Orion recorded income tax expense (benefit) of $25,748 and $(23,330), respectively, using this methodology.

As of December 31, 2018, and March 31, 2018, Orion had a full valuation allowance recorded against its deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the deferred tax assets are able to be realized, an adjustment to the valuation allowance would increase income in the period such determination is made.

During fiscal 2018, Orion recognized a provisional reduction to its deferred tax assets of ($9.9 million) related to the Tax Cut and Jobs Act (“Act”). Substantially all of this decrease was offset by a corresponding decrease to the valuation allowance. Orion also provisionally estimated it would incur no transition tax. As of December 31, 2018, Orion did not adjust its estimates and considers all changes due to the Act final.

Uncertain Tax Positions

As of December 31, 2018, Orion’s balance of gross unrecognized tax benefits was approximately $0.1 million, all of which would reduce Orion’s effective tax rate if recognized.

Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in Income tax expense. Penalties and interest are included in the unrecognized tax benefits.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 13 — COMMITMENTS AND CONTINGENCIES

Operating Leases

Orion leases office space and equipment under operating leases expiring at various dates through 2020. Rent expense under these operating leases was $0.2 million and $0.2 million for the three months ended December 31, 2018 and 2017, respectively. Rent expense under these operating leases was $0.5 million and $0.7 million for the nine months ended December 31, 2018 and 2017, respectively.

Litigation

Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion is unable to currently assess whether the final resolution of any of such claims or legal proceedings may have a material adverse effect on our future results of operations. In addition to ordinary-course litigation, Orion was a party to the proceedings described below.

On March 27, 2014, Orion was named as a defendant in a civil lawsuit filed by Neal R. Verfuerth, a former chief executive officer who left Orion in November 2012, in the United States District Court for the Eastern District of Wisconsin (Green Bay Division). The plaintiff alleged, among other things, that Orion breached certain agreements entered into with the plaintiff, including the plaintiff’s employment agreement, and violated certain laws. The complaint sought, among other relief, unspecified pecuniary and compensatory damages, fees and such other relief as the court may deem just and proper. On January 11, 2018, a three-judge panel of the United States Court of Appeals Seventh Circuit unanimously affirmed the dismissal of all of the plaintiff’s claims against Orion.

On November 10, 2017, a purported shareholder, Stephen Narten, filed a civil lawsuit in the Circuit Court for Manitowoc County against those individuals who served on Orion's board of directors during fiscal years 2015, 2016, and 2017 and certain current and former officers during the same period. The plaintiff, who purported to bring the suit derivatively on behalf of Orion, alleged that the director defendants breached their fiduciary duties in connection with granting certain stock-based incentive awards under Orion's 2004 Stock and Incentive Awards Plan and that the directors and current and former officers breached their fiduciary duties by accepting those awards. During the first quarter of fiscal 2019, the parties reached a settlement of the claims and the case was dismissed. The settlement did not have a material impact on Orion's results of operations, cash flows or financial condition.

State Tax Assessment

During fiscal 2018, Orion was notified of a pending sales and use tax audit by the Wisconsin Department of Revenue for the period covering April 1, 2013 through March 31, 2017. Although the final resolution of Orion's sales and use tax audit is uncertain, based on current information, in the opinion of Orion's management, the ultimate disposition of these matters will not have a material adverse effect on Orion's consolidated balance sheets, statements of operations, or liquidity.

During fiscal 2019, Orion was notified of a pending sales and use tax audit by the California Department of Tax and Fee Administration for the period covering April 1, 2015 through March 31, 2018. Although the final resolution of Orion's sales and use tax audit is uncertain, based on current information, in the opinion of Orion's management, the ultimate disposition of these matters will not have a material adverse effect on the Orion's consolidated balance sheets, statements of operations, or liquidity.

SHAREHOLDERS’ EQUITY

9 Months Ended

Dec. 31, 2018

Stockholders Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 14 — SHAREHOLDERS’ EQUITY

Employee Stock Purchase Plan

In August 2010, Orion’s board of directors approved a non-compensatory employee stock purchase plan, or ESPP. Orion issued the following shares from treasury under the ESPP during the nine months ended December 31, 2018:

	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended June 30, 2018		866	$1.10
Quarter Ended September 30, 2018		938	$0.96
Quarter Ended December 31, 2018		1,708	$0.57
Total issued in fiscal 2019		3,512	$ 0.57 - 1.10

In prior years, Orion issued loans to non-executive employees to purchase shares of its stock under the ESPP. The loan program has been discontinued and new loans are no longer issued. As of March 31, 2017, $4,000 of such loans remained outstanding and were reflected on Orion’s balance sheet as a contra-equity account. During the nine months ended December 31, 2017, Orion entered into agreements with the counterparties to these loans. In exchange for the forgiveness of their outstanding loan balance, the employees returned their shares to Orion. As a result of these transactions, 1,230 shares were recorded within treasury stock and the loan balances were eliminated.

STOCK OPTIONS AND RESTRICTED SHARES

9 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK OPTIONS AND RESTRICTED SHARES

NOTE 15 — STOCK OPTIONS AND RESTRICTED SHARES

At Orion's 2016 annual meeting of shareholders held on August 3, 2016, Orion's shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan (the "Plan"). The Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to shareholder approval of the Plan, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “Former Plan”). No new awards are being granted under the Former Plan; however, all awards granted under the Former Plan that are outstanding will continue to be governed by the Former Plan. Forfeited awards originally issued under the Former Plan are canceled and are not available for subsequent issuance under the Plan. The Plan and the Former Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.

The following amounts of stock-based compensation were recorded (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2018		2017		2018		2017
Cost of product revenue	$	1	$	1	$	3	$	11
Cost of service revenue		1		—		2		—
General and administrative		185		205		592		722
Sales and marketing		13		34		41		113
Research and development		—		10		1		22
Total	$	200	$	250	$	639	$	868

During the first nine months of fiscal 2019, Orion had the following activity related to its stock-based compensation:

	Restricted Shares			Stock Options
Balance at March 31, 2018		1,485,799			629,667
Awards granted		519,000			—
Awards vested		(626,444	)		—
Awards forfeited		(48,662	)		(151,831	)
Awards outstanding at December 31, 2018		1,329,693			477,836
Per share price on grant date		0.84			—

As of December 31, 2018, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 1.7 years, was approximately $1.0 million.

SEGMENTS

9 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

SEGMENTS

NOTE 16 — SEGMENTS

Orion has the following business segments: Orion Engineered Services Division ("OES"), Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division ("USM"). The accounting policies are the same for each business segment as they are on a consolidated basis.

Orion Engineered Systems Division

The OES segment develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems. OES provides turnkey solutions for large national accounts, governments, municipalities and schools.

Orion Distribution Services Division

The ODS segment focuses on selling lighting products through manufacturer representative agencies and a network of broadline North American distributors.

Orion U.S. Markets Division

The USM segment sells commercial lighting systems and energy management systems to the wholesale contractor markets. USM customers include ESCOs and electrical contractors.

Corporate and Other

Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands).

	Revenues				Operating Income (Loss)
	For the Three Months Ended December 31,				For the Three Months Ended December 31,
	2018		2017		2018			2017
Segments:
Orion Engineered Systems	$	6,802	$	7,316	$	33		$	185
Orion Distribution Services		6,102		7,779		(236	)		224
Orion U.S. Markets		3,387		2,168		569			(520	)
Corporate and Other		—		—		(953	)		(1,248	)
	$	16,291	$	17,263	$	(587	)	$	(1,359	)

	Revenues				Operating Income (Loss)
	For the Nine Months Ended December 31,				For the Nine Months Ended December 31,
	2018		2017		2018			2017
Segments:
Orion Engineered Systems	$	15,168	$	18,857	$	(1,944	)	$	(2,891	)
Orion Distribution Services		20,202		19,998		(1,082	)		(564	)
Orion U.S. Markets		7,941		6,388		793			(2,970	)
Corporate and Other		—		—		(3,240	)		(4,968	)
	$	43,311	$	45,243	$	(5,473	)	$	(11,393	)

REORGANIZATION OF BUSINESS

9 Months Ended

Dec. 31, 2018

Restructuring And Related Activities [Abstract]

REORGANIZATION OF BUSINESS

NOTE 17 — REORGANIZATION OF BUSINESS

During fiscal 2018, Orion executed on a cost reduction plan by entering into separation agreements with multiple employees. Orion's restructuring expense for the three and nine months ended December 31, 2018 and 2017 is reflected within its Condensed Consolidated Statements of Operations as follows (dollars in thousands):

	Three Months Ended December 31,					Nine Months Ended December 31,
	2018		2017			2018		2017
Cost of product revenue	$	—	$	(7	)	$	—	$	33
General and administrative		1		(7	)		13		1,808
Sales and marketing		—		(5	)		17		178
Total	$	1	$	(19	)	$	30	$	2,019

Total restructuring expense by segment was recorded as follows (dollars in thousands):

	Three Months Ended December 31,					Nine Months Ended December 31,
	2018		2017			2018		2017
Orion Engineered Systems	$	—	$	—			5	$	—
Orion Distribution Systems		—		(5	)		12		84
Corporate and Other		1		(14	)		13		1,935
Total	$	1	$	(19	)	$	30	$	2,019

Cash payments for employee separation costs in connection with its reorganization of its business were $8,573 and $0.1 million in the three months ended December 31, 2018 and December 31, 2017, respectively. Cash payments for employee separation costs in connection with the reorganization of its business were $0.2 million and $1.6 million in the nine months ended December 31, 2018, and December 31, 2017, respectively. The remaining restructuring cost accruals as of December 31, 2018 were $0.1 million, which represents post-retirement medical benefits for one former employee which will be paid over several years.

SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18 — SUBSEQUENT EVENTS

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2018
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries.
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2019 or other interim periods. The Condensed Consolidated Balance Sheets at March 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the SEC on June 13, 2018. In the warranty rollforward in Note 9 – Accrued Expenses and Other, certain prior period balances have been reclassified to conform to current period presentation. The reclassifications were immaterial to the financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is deposited with three financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including ballasts, lamps and LED components, from multiple suppliers. For the three months ended December 31, 2018, one supplier accounted for 11.7% of total cost of revenue. For the nine months ended December 31, 2018, no supplier accounted for more than 10% of total cost of revenue. For the three months ended December 31, 2017, one supplier accounted for 13.9% of total cost of revenue. For the nine months ended December 31, 2017, no supplier accounted for more than 10.0% of total cost of revenue. For the three months ended December 31, 2018, one customer accounted for 11.6% of total revenue. For the nine months ended December 31, 2018, no customers accounted for more than 10.0% of total revenue. For the three months ended December 31, 2017, one customer accounted for 13.4% of total revenue. For the nine months ended December 31, 2017, one customer accounted for 11.1% of total revenue. As of December 31, 2018, no customer accounted for more than 10.0% of Accounts receivable. As of March 31, 2018, one customer accounted for 13.2% of Accounts receivable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Issued: Not Yet Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases" (Subtopic 842). The pronouncement, and subsequent amendments, which is included in the Accounting Standards Codification as Subtopic 842 (“ASC 842”), requires that lessees recognize right-of-use assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and disclose additional quantitative and qualitative information about leasing arrangements. Under ASU 842, leases will be classified as either finance or operating, with classification affecting the timing of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating leases, with classification affecting the timing of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards, as well as substantive control, have been transferred through the lease contract. ASU 842 also provides guidance on the presentation of the effects of leases in the income statement and statement of cash flows. Orion will adopt ASU 842 on April 1, 2019 and expects to elect certain practical expedients permitted under the transition guidance. Additionally, Orion expects to elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Orion has completed an initial assessment of potential leases but has not yet completed its review of the full provisions of ASU 842 against its outstanding lease arrangements and is in the process of quantifying the lease liability and related right-of-use asset which will be recorded to its condensed consolidated balance sheets upon adoption of ASU 842. In addition, the Company is in the process of identifying and implementing the appropriate changes to business processes and controls to support recognition and disclosure under the new standard. Management continues to assess the impact of adoption of ASU 842 on its condensed consolidated statements of operations, cash flows, and the related footnote disclosures. Recently Adopted Standards On April 1, 2018, Orion adopted ASU 2014-09 and subsequent amendments, which is included in the Accounting Standards Codification as "Revenue from Contracts with Customers" (Topic 606) (“ASC 606”) and Sub-Topic 340-40 (“ASC 340-40”), using the modified retrospective approach. ASC 606 superseded the revenue recognition requirements in “Revenue Recognition” (Topic 605) ("ASC 605") and provides guidance on the accounting for other assets and deferred costs associated with contracts with customers. ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASC 340-40 limits the circumstances that an entity can recognize an asset from the costs incurred to obtain or fulfill a contract that are not subject to the guidance in other portions in the Accounting Standards Codification, such as those related to inventory. The provisions of ASC 606 and ASC 340-40 require entities to use more judgments and estimates than under previous guidance when allocating the total consideration in a contract to the individual promises to customers (“performance obligations”) and determining when a performance obligation has been satisfied and revenue can be recognized. Orion’s adoption of ASC 606 did not have a material effect on Orion's financial statements. Orion has updated its processes and controls necessary for implementing ASC 606, including the increased footnote disclosure requirements. In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which provided clarification and additional guidance as to the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU provided guidance as to the classification of a number of transactions including: contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This new ASU was effective for Orion in the first quarter of fiscal 2019 and has been applied through retrospective adjustment to all periods presented. The adoption of this ASU did not have a material impact on Orion’s condensed consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation: Scope of Modification Accounting” which provides guidance about which changes to the terms or conditions of a share-based payment award would require an entity to apply modification accounting. The provisions of this ASU were effective for Orion beginning on April 1, 2018. The adoption of this ASU did not have a material impact on Orion’s condensed consolidated financial statements.

REVENUE (Tables)

9 Months Ended

Dec. 31, 2018

Disaggregation of Revenue

The following table provides detail of Orion’s total revenues for the three and nine months ended December 31, 2018 (dollars in thousands):

	Three Months Ended December 31, 2018						Nine Months Ended December 31, 2018
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	894	$	396	$	1,290	$	1,009	$	396	$	1,405
Commercial and industrial		11,976		1,943		13,919		34,987		4,565		39,552
Total lighting		12,870		2,339		15,209		35,996		4,961		40,957
Solar energy related revenues		8		—		8		46		—		46
Total revenues from contracts with customers		12,878		2,339		15,217		36,042		4,961		41,003
Revenue accounted for under other guidance		1,074		—		1,074		2,308		—		2,308
Total revenue	$	13,952	$	2,339	$	16,291	$	38,350	$	4,961	$	43,311

Summary of Contract Assets and Liabilities

	December 31, 2018		April 1, 2018
Accounts receivable, net	$	6,096	$	9,020
Contract assets	$	2,538	$	1,773
Contract liabilities	$	43	$	13

ASC 606

Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Balance Sheets

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	As Reported December 31, 2018			Adjustments			Balances without application of ASC 606
Assets
Cash and cash equivalents	$	6,596		$	—		$	6,596
Accounts receivable, net		6,096			(6	)		6,090
Revenue earned but not billed		3,125			(3,125	)		—
Inventories, net		9,024			(709	)		8,315
Deferred contract costs		—			1,510			1,510
Prepaid expenses and other current assets		627			2,036			2,663
Total current assets		25,468			(294	)		25,174
Property and equipment, net		12,056			—			12,056
Other intangible assets, net		2,554			—			2,554
Other long-term assets		255			—			255
Total assets	$	40,333		$	(294	)	$	40,039
Liabilities and Shareholders’ Equity
Accounts payable	$	11,345		$	980		$	12,325
Accrued expenses and other		5,314			(1,200	)		4,114
Deferred revenue, current		119			492			611
Current maturities of long-term debt		82			—			82
Total current liabilities		16,860			272			17,132
Revolving credit facility		3,329			—			3,329
Long-term debt, less current maturities		43			—			43
Deferred revenue, long-term		810			97			907
Other long-term liabilities		626			(97	)		529
Total liabilities		21,668			272			21,940
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018		—			—			—
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2018 and March 31, 2018; shares issued: 39,011,019 at December 31, 2018 and 38,384,575 at March 31, 2018; shares outstanding: 29,571,944 at December 31, 2018 and 28,953,183 at March 31, 2018		—			—			—
Additional paid-in capital		155,642			—			155,642
Treasury stock, common shares: 9,439,075 at December 31, 2018 and 9,431,392 at March 31, 2018		(36,092	)		—			(36,092	)
Retained deficit		(100,885	)		(566	)		(101,451	)
Total shareholders’ equity		18,665			(566	)		18,099
Total liabilities and shareholders’ equity	$	40,333		$	(294	)	$	40,039

Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Statements of Operations

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Three months ended December 31, 2018									Nine Months Ended December 31, 2018
	As Reported			Adjustments			Balances without application of ASC 606			As Reported			Adjustments			Balances without application of ASC 606
Product revenue	$	13,952		$	467		$	14,419		$	38,350		$	1,531		$	39,881
Service revenue		2,339			(1,476	)		863			4,961			(2,607	)		2,354
Total revenue		16,291			(1,009	)		15,282			43,311			(1,076	)		42,235
Cost of product revenue		10,508			—			10,508			29,599			1			29,600
Cost of service revenue		1,613			(954	)		659			3,544			(1,692	)		1,852
Total cost of revenue		12,121			(954	)		11,167			33,143			(1,691	)		31,452
Gross profit		4,170			(55	)		4,115			10,168			615			10,783
Operating expenses:
General and administrative		2,269			—			2,269			7,681			—			7,681
Sales and marketing		2,190			352			2,542			6,903			922			7,825
Research and development		298			—			298			1,057			—			1,057
Total operating expenses		4,757			352			5,109			15,641			922			16,563
Loss from operations		(587	)		(407	)		(994	)		(5,473	)		(307	)		(5,780	)
Other income (expense):
Other income		31			—			31			65			—			65
Interest expense		(77	)		12			(65	)		(335	)		13			(322	)
Amortization of debt issue cost		(31	)					(31	)		(31	)					(31	)
Interest income		2			—			2			8			—			8
Total other expense		(75	)		12			(63	)		(293	)		13			(280	)
Loss before income tax		(662	)		(395	)		(1,057	)		(5,766	)		(294	)		(6,060	)
Income tax expense		0			—			0			26			—			26
Net loss	$	(662	)	$	(395	)	$	(1,057	)	$	(5,792	)	$	(294	)	$	(6,086	)
Basic net loss per share attributable to common shareholders	$	(0.02	)	$	0.00		$	(0.04	)	$	(0.20	)	$	0.00		$	(0.21	)
Weighted-average common shares outstanding		29,568,986			—			29,568,986			29,376,959			—			29,376,959
Diluted net loss per share	$	(0.02	)	$	0.00		$	(0.04	)	$	(0.20	)	$	0.00		$	(0.21	)
Weighted-average common shares and share equivalents outstanding		29,568,986			—			29,568,986			29,376,959			—			29,376,959

Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Statements of Cash Flows

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended December 31, 2018
	As Reported			Adjustments			Balances without application of ASC 606
Operating activities
Net loss	$	(5,792	)	$	(294	)	$	(6,086	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,006			—			1,006
Amortization of intangible assets		343			—			343
Stock-based compensation		639			—			639
Amortization of debt issue costs		31			—			31
Provision for inventory reserves		(144	)		—			(144	)
Provision for bad debts		66			—			66
Other		8			—			8
Changes in operating assets and liabilities:
Accounts receivable, current and long-term		2,857			(276	)		2,581
Revenue earned but not billed		(770	)		770			—
Inventories		(367	)		22			(345	)
Deferred contract costs		—			(516	)		(516	)
Prepaid expenses and other assets		123			(129	)		(6	)
Accounts payable		555			95			650
Accrued expenses and other		(136	)		84			(52	)
Deferred revenue, current and long-term		(29	)		244			215
Net cash used in operating activities		(1,610	)		—			(1,610	)
Investing activities
Purchases of property and equipment		(167	)		—			(167	)
Additions to patents and licenses		(29	)		—			(29	)
Net cash used in investing activities		(196	)		—			(196	)
Financing activities
Payment of long-term debt and capital leases		(58	)		—			(58	)
Proceeds from revolving credit facility		42,498			—			42,498
Payment of revolving credit facility		(43,078	)		—			(43,078	)
Payments to settle employee tax withholdings on stock-based compensation		(10	)		—			(10	)
Deferred financing costs		(377	)		—			(377	)
Net proceeds from employee equity exercises		3			—			3
Net cash used in financing activities		(1,022	)		—			(1,022	)
Net decrease in cash and cash equivalents		(2,828	)		—			(2,828	)
Cash and cash equivalents at beginning of period		9,424			—			9,424
Cash and cash equivalents at end of period	$	6,596		$	—		$	6,596

ACCOUNTS RECEIVABLE, NET (Tables)

9 Months Ended

Dec. 31, 2018

Receivables [Abstract]

Accounts receivable and allowance for doubtful accounts balances

As of December 31, 2018, and March 31, 2018, Orion's Accounts receivable and Allowance for doubtful accounts balances were as follows (dollars in thousands):

	December 31, 2018			March 31, 2018
Accounts receivable, gross	$	6,313		$	8,886
Allowance for doubtful accounts		(217	)		(150	)
Accounts receivable, net	$	6,096		$	8,736

INVENTORIES, NET (Tables)

9 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories

As of December 31, 2018, and March 31, 2018, Orion's Inventory balances were as follows (dollars in thousands):

	Cost		Reserve			Net
As of December 31, 2018
Raw materials and components	$	6,653	$	(1,345	)	$	5,308
Work in process		1,127		(311	)		816
Finished goods		4,137		(1,237	)		2,900
Total	$	11,917	$	(2,893	)	$	9,024

As of March 31, 2018
Raw materials and components	$	6,073	$	(1,363	)	$	4,710
Work in process		1,190		(263	)		927
Finished goods		3,934		(1,745	)		2,189
Total	$	11,197	$	(3,371	)	$	7,826

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Dec. 31, 2018

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Prepaid expenses and other current assets

As of December 31, 2018, and March 31, 2018, Prepaid expenses and other current assets included the following (dollars in thousands):

	December 31, 2018		March 31, 2018
Unbilled accounts receivable (1)	$	—	$	1,910
Other prepaid expenses		627		557
Total	$	627	$	2,467

(1)	As of April 1, 2018, in conjunction with the adoption of ASC 606, the balance of unbilled Accounts receivable was included in Revenue earned but not billed on the Condensed Consolidated Balance Sheets.

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property and equipment

As of December 31, 2018, and March 31, 2018, Property and equipment, net, included the following (dollars in thousands):

	December 31, 2018			March 31, 2018
Land and land improvements	$	433		$	424
Buildings and building improvements		9,245			9,245
Furniture, fixtures and office equipment		7,144			7,096
Leasehold improvements		324			324
Equipment leased to customers		4,997			4,997
Plant equipment		12,027			12,106
Construction in Progress		47			—
		34,217			34,192
Less: accumulated depreciation and amortization		(22,161	)		(21,298	)
Property and equipment, net	$	12,056		$	12,894

Schedule of equipment under capital leases

Equipment included above under capital leases was as follows (dollars in thousands):

	December 31, 2018			March 31, 2018
Equipment	$	581		$	581
Less: accumulated depreciation and amortization		(450	)		(344	)
Equipment, net	$	131		$	237

OTHER INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of other intangible assets

As of December 31, 2018, and March 31, 2018, the components of, and changes in, the carrying amount of Other intangible assets, net, were as follows (dollars in thousands):

	December 31, 2018							March 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,665	$	(1,492	)	$	1,173	$	2,636	$	(1,370	)	$	1,266
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks		1,005		—			1,005		1,005		—			1,005
Customer relationships		3,600		(3,435	)		165		3,600		(3,326	)		274
Developed technology		900		(689	)		211		900		(582	)		318
Non-competition agreements		100		(100	)		—		100		(95	)		5
Total	$	8,328	$	(5,774	)	$	2,554	$	8,299	$	(5,431	)	$	2,868

Summary of Estimated Amortization Expense

The estimated amortization expense for the remainder of fiscal 2019, the next five fiscal years and beyond is shown below (dollars in thousands):

Fiscal 2019 (period remaining)	$	95
Fiscal 2020		362
Fiscal 2021		287
Fiscal 2022		190
Fiscal 2023		98
Fiscal 2024		95
Thereafter		422
Total	$	1,549

ACCRUED EXPENSES AND OTHER (Tables)

9 Months Ended

Dec. 31, 2018

Other Liabilities Disclosure [Abstract]

Schedule of accrued expenses and other

As of December 31, 2018, and March 31, 2018, Accrued expenses and other included the following (dollars in thousands):

	December 31, 2018		March 31, 2018
Compensation and benefits	$	1,084	$	1,786
Accrued taxes		458		237
Contract costs		1,814		985
Legal and professional fees		168		400
Warranty		415		402
Sales returns reserve (1)		174		—
Credits due to customers (1)		980		—
Other accruals		221		361
Total	$	5,314	$	4,171

(1)

Changes in warranty accrual

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Beginning of period	$	721		$	739		$	673		$	759
Reclassification on adoption of ASC 606		—			—			73			—
Accruals		129			(78	)		177			(52	)
Warranty claims (net of vendor reimbursements)		(67	)		(44	)		(140	)		(90	)
End of period	$	783		$	617		$	783		$	617

NET LOSS PER COMMON SHARE (Tables)

9 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Summary of the effect of net income per common share

	Three Months Ended December 31,						Nine Months Ended December 31,
	2018			2017			2018			2017
Numerator:
Net loss (in thousands)	$	(662	)	$	(1,433	)	$	(5,792	)	$	(11,666	)
Denominator:
Weighted-average common shares outstanding		29,568,986			28,909,847			29,376,959			28,734,394
Weighted-average common shares and common share equivalents outstanding		29,568,986			28,909,847			29,376,959			28,734,394
Net loss per common share:
Basic	$	(0.02	)	$	(0.05	)	$	(0.20	)	$	(0.41	)
Diluted	$	(0.02	)	$	(0.05	)	$	(0.20	)	$	(0.41	)

Number of potentially dilutive securities

	December 31, 2018		December 31, 2017
Common stock options		477,836		709,667
Restricted shares		1,329,693		1,545,209
Total		1,807,529		2,254,876

LONG-TERM DEBT (Tables)

9 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following (dollars in thousands):

	December 31, 2018			March 31, 2018
Revolving credit facility	$	3,329		$	3,908
Equipment lease obligations		125			184
Total long-term debt		3,454			4,092
Less current maturities		(82	)		(79	)
Long-term debt, less current maturities	$	3,372		$	4,013

SHAREHOLDERS’ EQUITY (Tables)

9 Months Ended

Dec. 31, 2018

Stockholders Equity Note [Abstract]

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity

	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended June 30, 2018		866	$1.10
Quarter Ended September 30, 2018		938	$0.96
Quarter Ended December 31, 2018		1,708	$0.57
Total issued in fiscal 2019		3,512	$ 0.57 - 1.10

STOCK OPTIONS AND RESTRICTED SHARES (Tables)

9 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based compensation

The following amounts of stock-based compensation were recorded (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2018		2017		2018		2017
Cost of product revenue	$	1	$	1	$	3	$	11
Cost of service revenue		1		—		2		—
General and administrative		185		205		592		722
Sales and marketing		13		34		41		113
Research and development		—		10		1		22
Total	$	200	$	250	$	639	$	868

Summary of outstanding non-vested stock options

During the first nine months of fiscal 2019, Orion had the following activity related to its stock-based compensation:

	Restricted Shares			Stock Options
Balance at March 31, 2018		1,485,799			629,667
Awards granted		519,000			—
Awards vested		(626,444	)		—
Awards forfeited		(48,662	)		(151,831	)
Awards outstanding at December 31, 2018		1,329,693			477,836
Per share price on grant date		0.84			—

Summary of restricted shares granted

During the first nine months of fiscal 2019, Orion had the following activity related to its stock-based compensation:

	Restricted Shares			Stock Options
Balance at March 31, 2018		1,485,799			629,667
Awards granted		519,000			—
Awards vested		(626,444	)		—
Awards forfeited		(48,662	)		(151,831	)
Awards outstanding at December 31, 2018		1,329,693			477,836
Per share price on grant date		0.84			—

SEGMENTS (Tables)

9 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment reporting information

Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands).

	Revenues				Operating Income (Loss)
	For the Three Months Ended December 31,				For the Three Months Ended December 31,
	2018		2017		2018			2017
Segments:
Orion Engineered Systems	$	6,802	$	7,316	$	33		$	185
Orion Distribution Services		6,102		7,779		(236	)		224
Orion U.S. Markets		3,387		2,168		569			(520	)
Corporate and Other		—		—		(953	)		(1,248	)
	$	16,291	$	17,263	$	(587	)	$	(1,359	)

	Revenues				Operating Income (Loss)
	For the Nine Months Ended December 31,				For the Nine Months Ended December 31,
	2018		2017		2018			2017
Segments:
Orion Engineered Systems	$	15,168	$	18,857	$	(1,944	)	$	(2,891	)
Orion Distribution Services		20,202		19,998		(1,082	)		(564	)
Orion U.S. Markets		7,941		6,388		793			(2,970	)
Corporate and Other		—		—		(3,240	)		(4,968	)
	$	43,311	$	45,243	$	(5,473	)	$	(11,393	)

REORGANIZATION OF BUSINESS (Tables)

9 Months Ended

Dec. 31, 2018

Restructuring And Related Activities [Abstract]

Restructuring Costs

Orion's restructuring expense for the three and nine months ended December 31, 2018 and 2017 is reflected within its Condensed Consolidated Statements of Operations as follows (dollars in thousands):

	Three Months Ended December 31,					Nine Months Ended December 31,
	2018		2017			2018		2017
Cost of product revenue	$	—	$	(7	)	$	—	$	33
General and administrative		1		(7	)		13		1,808
Sales and marketing		—		(5	)		17		178
Total	$	1	$	(19	)	$	30	$	2,019

Total restructuring expense by segment was recorded as follows (dollars in thousands):

	Three Months Ended December 31,					Nine Months Ended December 31,
	2018		2017			2018		2017
Orion Engineered Systems	$	—	$	—			5	$	—
Orion Distribution Systems		—		(5	)		12		84
Corporate and Other		1		(14	)		13		1,935
Total	$	1	$	(19	)	$	30	$	2,019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - financial_instituion	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Concentration of Credit Risk and Other Risks and Uncertainties
Number of financial institutions				3
Cost of revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		11.70%	13.90%
Revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		11.60%	13.40%		11.10%
Accounts Receivable \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	13.20%

REVENUE - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
REVENUE - Narrative (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Apr. 01, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 15,217,000		$ 41,003,000
Total revenue	16,291,000	$ 17,263,000	$ 43,311,000	$ 45,243,000
Percentage of contract for sale equal monthly progress payments			90.00%
Proceeds from sale of revenue earned but not billed	1,500,000		$ 4,400,000
Gain (loss) on sale of revenue earned but not billed	(28,891)		$ (200,000)
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false]			true
Revenue, Practical Expedient, Financing Component [true false]			true
Unbilled accounts receivable	600,000		$ 600,000		$ 600,000
Contract liabilities			43,448
Change in contract asset reclassified to accounts receivable			0
Change in contract liability			0
Light fixture sales-type lease
Disaggregation of Revenue [Line Items]
Total revenue	1,000,000		2,100,000
Sale of tax credits
Disaggregation of Revenue [Line Items]
Total revenue	25,615		200,000
Legacy solar facilities
Disaggregation of Revenue [Line Items]
Total revenue	18,889		0.1
Transferred over time
Disaggregation of Revenue [Line Items]
Revenues	$ 0		$ 0

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	$ 15,217		$ 41,003
Revenue accounted for under other guidance	1,074		2,308
Total revenue	16,291	$ 17,263	43,311	$ 45,243
Federal government
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	1,290		1,405
Commercial and industrial
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	13,919		39,552
Total lighting
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	15,209		40,957
Solar energy related revenues
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	8		46
Product revenue
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	12,878		36,042
Revenue accounted for under other guidance	1,074		2,308
Total revenue	13,952	15,993	38,350	41,883
Product revenue \| Federal government
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	894		1,009
Product revenue \| Commercial and industrial
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	11,976		34,987
Product revenue \| Total lighting
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	12,870		35,996
Product revenue \| Solar energy related revenues
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	8		46
Service revenue
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	2,339		4,961
Revenue accounted for under other guidance	0		0
Total revenue	2,339	$ 1,270	4,961	$ 3,360
Service revenue \| Federal government
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	396		396
Service revenue \| Commercial and industrial
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	1,943		4,565
Service revenue \| Total lighting
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	2,339		4,961
Service revenue \| Solar energy related revenues
Disaggregation of Revenue [Line Items]
Total revenues from contracts with customers	$ 0		$ 0

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Apr. 01, 2018	Mar. 31, 2018
Revenue From Contract With Customer [Abstract]
Accounts receivable, net	$ 6,096	$ 9,020	$ 8,736
Contract assets	2,538	1,773
Contract liabilities	$ 43	$ 13

REVENUE - Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Apr. 01, 2018	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 6,596		$ 9,424	$ 10,563	$ 17,307
Accounts receivable, net	6,096	$ 9,020	8,736
Revenue earned but not billed	3,125		0
Inventories, net	9,024		7,826
Deferred contract costs	0		1,000
Prepaid expenses and other current assets	627		2,467
Total current assets	25,468		29,453
Property and equipment, net	12,056		12,894
Other intangible assets, net	2,554		2,868
Other long-term assets	255		110
Total assets	40,333		45,325
Accounts payable	11,345		11,675
Accrued expenses and other	5,314		4,171
Deferred revenue, current	119		499
Current maturities of long-term debt	82		79
Total current liabilities	16,860		16,424
Revolving credit facility	3,329		3,908
Long-term debt, less current maturities	43
Deferred revenue, long-term	810		940
Other long-term liabilities	626		524
Total liabilities	21,668		21,901
Commitments and contingencies
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018	0		0
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2018 and March 31, 2018; shares issued: 39,011,019 at December 31, 2018 and 38,384,575 at March 31, 2018; shares outstanding: 29,571,944 at December 31, 2018 and 28,953,183 at March 31, 2018	0		0
Additional paid-in capital	155,642		155,003
Treasury stock, common shares: 9,439,075 at December 31, 2018 and 9,431,392 at March 31, 2018	(36,092)		(36,085)
Retained deficit	(100,885)		(95,494)
Total shareholders’ equity	18,665		23,424
Total liabilities and shareholders’ equity	40,333		45,325
Accounting Standards Update 2014-09 \| Adjustments
Statement of Financial Position [Abstract]
Accounts receivable, net	(6)
Revenue earned but not billed	(3,125)
Inventories, net	(709)
Deferred contract costs	1,510
Prepaid expenses and other current assets	2,036
Total current assets	(294)
Total assets	(294)
Accounts payable	980
Accrued expenses and other	(1,200)
Deferred revenue, current	492
Total current liabilities	272
Deferred revenue, long-term	97
Other long-term liabilities	(97)
Total liabilities	272
Commitments and contingencies
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018	0
Retained deficit	(566)
Total shareholders’ equity	(566)
Total liabilities and shareholders’ equity	(294)
Accounting Standards Update 2014-09 \| Balances without application of ASC 606
Statement of Financial Position [Abstract]
Cash and cash equivalents	6,596		$ 9,424
Accounts receivable, net	6,090
Inventories, net	8,315
Deferred contract costs	1,510
Prepaid expenses and other current assets	2,663
Total current assets	25,174
Property and equipment, net	12,056
Other intangible assets, net	2,554
Other long-term assets	255
Total assets	40,039
Accounts payable	12,325
Accrued expenses and other	4,114
Deferred revenue, current	611
Current maturities of long-term debt	82
Total current liabilities	17,132
Revolving credit facility	3,329
Long-term debt, less current maturities	43
Deferred revenue, long-term	907
Other long-term liabilities	529
Total liabilities	21,940
Commitments and contingencies
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2018 and March 31, 2018; no shares issued and outstanding at December 31, 2018 and March 31, 2018	0
Additional paid-in capital	155,642
Treasury stock, common shares: 9,439,075 at December 31, 2018 and 9,431,392 at March 31, 2018	(36,092)
Retained deficit	(101,451)
Total shareholders’ equity	18,099
Total liabilities and shareholders’ equity	$ 40,039

REVENUE - Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2018	Mar. 31, 2018
Revenue From Contract With Customer [Abstract]
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (USD per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	39,011,019	38,384,575
Common stock, shares outstanding (in shares)	29,571,944	28,953,183
Treasury stock (in shares)	9,439,075	9,431,392

REVENUE - Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Total revenue	$ 16,291,000	$ 17,263,000	$ 43,311,000	$ 45,243,000
Cost of revenue	12,121,000	12,147,000	33,143,000	33,796,000
Gross profit	4,170,000	5,116,000	10,168,000	11,447,000
General and administrative	2,269,000	2,878,000	7,681,000	11,370,000
Sales and marketing	2,190,000	2,981,000	6,903,000	9,241,000
Research and development	298,000	616,000	1,057,000	1,519,000
Total operating expenses	4,757,000	6,475,000	15,641,000	22,840,000
Loss from operations	(587,000)	(1,359,000)	(5,473,000)	(11,393,000)
Other income	31,000	0	65,000	0
Interest expense	(77,000)	(74,000)	(335,000)	(225,000)
Amortization of debt issue costs	(31,000)	(28,000)	(31,000)	(83,000)
Interest income	2,000	5,000	8,000	12,000
Total other expense	(75,000)	(97,000)	(293,000)	(296,000)
Loss before income tax	(662,000)		(5,766,000)
Income tax expense	0	(23,330)	25,748	(23,330)
Net loss	$ (662,000)	$ (1,433,000)	$ (5,792,000)	$ (11,666,000)
Basic net loss per share attributable to common shareholders	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)
Weighted-average common shares outstanding	29,568,986	28,909,847	29,376,959	28,734,394
Diluted net loss per share	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)
Weighted-average common shares and share equivalents outstanding	29,568,986	28,909,847	29,376,959	28,734,394
Accounting Standards Update 2014-09 \| Adjustments
Income Statement [Abstract]
Total revenue	$ (1,009,000)		$ (1,076,000)
Cost of revenue	(954,000)		(1,691,000)
Gross profit	(55,000)		615,000
General and administrative	0		0
Sales and marketing	352,000		922,000
Research and development	0		0
Total operating expenses	352,000		922,000
Loss from operations	(407,000)		(307,000)
Other income	0		0
Interest expense	12,000		13,000
Amortization of debt issue costs	0		0
Interest income	0		0
Total other expense	12,000		13,000
Loss before income tax	(395,000)		(294,000)
Income tax expense	0		0
Net loss	$ (395,000)		$ (294,000)
Basic net loss per share attributable to common shareholders	$ 0.00		$ 0.00
Weighted-average common shares outstanding	0		0
Diluted net loss per share	$ 0.00		$ 0.00
Weighted-average common shares and share equivalents outstanding	0		0
Accounting Standards Update 2014-09 \| Balances without application of ASC 606
Income Statement [Abstract]
Total revenue	$ 15,282,000		$ 42,235,000
Cost of revenue	11,167,000		31,452,000
Gross profit	4,115,000		10,783,000
General and administrative	2,269,000		7,681,000
Sales and marketing	2,542,000		7,825,000
Research and development	298,000		1,057,000
Total operating expenses	5,109,000		16,563,000
Loss from operations	(994,000)		(5,780,000)
Other income	31,000		65,000
Interest expense	(65,000)		(322,000)
Amortization of debt issue costs	(31,000)		(31,000)
Interest income	2,000		8,000
Total other expense	(63,000)		(280,000)
Loss before income tax	(1,057,000)		(6,060,000)
Income tax expense	0		26,000
Net loss	$ (1,057,000)		$ (6,086,000)
Basic net loss per share attributable to common shareholders	$ (0.04)		$ (0.21)
Weighted-average common shares outstanding	29,568,986		29,376,959
Diluted net loss per share	$ (0.04)		$ (0.21)
Weighted-average common shares and share equivalents outstanding	29,568,986		29,376,959
Product revenue
Income Statement [Abstract]
Total revenue	$ 13,952,000	$ 15,993,000	$ 38,350,000	$ 41,883,000
Cost of revenue	10,508,000	11,181,000	29,599,000	30,587,000
Product revenue \| Accounting Standards Update 2014-09 \| Adjustments
Income Statement [Abstract]
Total revenue	467,000		1,531,000
Cost of revenue	0		1,000
Product revenue \| Accounting Standards Update 2014-09 \| Balances without application of ASC 606
Income Statement [Abstract]
Total revenue	14,419,000		39,881,000
Cost of revenue	10,508,000		29,600,000
Service revenue
Income Statement [Abstract]
Total revenue	2,339,000	1,270,000	4,961,000	3,360,000
Cost of revenue	1,613,000	$ 966,000	3,544,000	$ 3,209,000
Service revenue \| Accounting Standards Update 2014-09 \| Adjustments
Income Statement [Abstract]
Total revenue	(1,476,000)		(2,607,000)
Cost of revenue	(954,000)		(1,692,000)
Service revenue \| Accounting Standards Update 2014-09 \| Balances without application of ASC 606
Income Statement [Abstract]
Total revenue	863,000		2,354,000
Cost of revenue	$ 659,000		$ 1,852,000

REVENUE - Impact of Adopting ASC 606 on Unaudited Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Statement of Cash Flows [Abstract]
Net loss	$ (662)	$ (1,433)	$ (5,792)	$ (11,666)
Depreciation	300	400	1,006	1,050
Amortization of intangible assets	100	200	343	486
Stock-based compensation			639	868
Amortization of debt issue costs	31	28	31	83
Provision for inventory reserves			(144)	701
Provision for bad debts			66	21
Other			8	12
Accounts receivable, current and long-term			2,857	492
Revenue earned but not billed			(770)	0
Inventories			(367)	4,120
Deferred contract costs			0	(179)
Prepaid expenses and other assets			123	1,300
Accounts payable			555	30
Accrued expenses and other			(136)	(767)
Deferred revenue, current and long-term			(29)	(342)
Net cash used in operating activities			(1,610)	(3,081)
Purchases of property and equipment			(167)	(478)
Additions to patents and licenses			(29)	(43)
Net cash used in investing activities			(196)	(521)
Payment of long-term debt and capital leases			(58)	(132)
Proceeds from revolving credit facility			42,498	51,926
Payment of revolving credit facility			(43,078)	(54,933)
Payments to settle employee tax withholdings on stock-based compensation			(10)	(9)
Deferred financing costs			(377)	0
Net proceeds from employee equity exercises			3	6
Net cash used in financing activities			(1,022)	(3,142)
Net decrease in cash and cash equivalents			(2,828)	(6,744)
Cash and cash equivalents at beginning of period			9,424	17,307
Cash and cash equivalents at end of period	6,596	$ 10,563	6,596	$ 10,563
Accounting Standards Update 2014-09 \| Adjustments
Statement of Cash Flows [Abstract]
Net loss	(395)		(294)
Amortization of debt issue costs	0		0
Accounts receivable, current and long-term			(276)
Revenue earned but not billed			770
Inventories			22
Deferred contract costs			(516)
Prepaid expenses and other assets			(129)
Accounts payable			95
Accrued expenses and other			84
Deferred revenue, current and long-term			244
Accounting Standards Update 2014-09 \| Balances without application of ASC 606
Statement of Cash Flows [Abstract]
Net loss	(1,057)		(6,086)
Depreciation			1,006
Amortization of intangible assets			343
Stock-based compensation			639
Amortization of debt issue costs	31		31
Provision for inventory reserves			(144)
Provision for bad debts			66
Other			8
Accounts receivable, current and long-term			2,581
Inventories			(345)
Deferred contract costs			(516)
Prepaid expenses and other assets			(6)
Accounts payable			650
Accrued expenses and other			(52)
Deferred revenue, current and long-term			215
Net cash used in operating activities			(1,610)
Purchases of property and equipment			(167)
Additions to patents and licenses			(29)
Net cash used in investing activities			(196)
Payment of long-term debt and capital leases			(58)
Proceeds from revolving credit facility			42,498
Payment of revolving credit facility			(43,078)
Payments to settle employee tax withholdings on stock-based compensation			(10)
Deferred financing costs			(377)
Net proceeds from employee equity exercises			3
Net cash used in financing activities			(1,022)
Net decrease in cash and cash equivalents			(2,828)
Cash and cash equivalents at beginning of period			9,424
Cash and cash equivalents at end of period	$ 6,596		$ 6,596

ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Apr. 01, 2018	Mar. 31, 2018
Receivables [Abstract]
Accounts receivable, gross	$ 6,313		$ 8,886
Allowance for doubtful accounts	(217)		(150)
Accounts receivable, net	$ 6,096	$ 9,020	$ 8,736

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Cost
Raw materials and components	$ 6,653	$ 6,073
Work in process	1,127	1,190
Finished goods	4,137	3,934
Total	11,917	11,197
Reserve
Raw materials and components	(1,345)	(1,363)
Work in process	(311)	(263)
Finished goods	(1,237)	(1,745)
Total	(2,893)	(3,371)
Net
Raw materials and components	5,308	4,710
Work in process	816	927
Finished goods	2,900	2,189
Total	$ 9,024	$ 7,826

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Unbilled accounts receivable	$ 0	$ 1,910
Other prepaid expenses	627	557
Total	$ 627	$ 2,467

PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Property and equipment
Gross property and equipment	$ 34,217	$ 34,192
Less: accumulated depreciation and amortization	(22,161)	(21,298)
Property and equipment, net	12,056	12,894
Land and land improvements
Property and equipment
Gross property and equipment	433	424
Buildings and building improvements
Property and equipment
Gross property and equipment	9,245	9,245
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,144	7,096
Leasehold improvements
Property and equipment
Gross property and equipment	324	324
Equipment leased to customers
Property and equipment
Gross property and equipment	4,997	4,997
Plant equipment
Property and equipment
Gross property and equipment	12,027	$ 12,106
Construction in Progress
Property and equipment
Gross property and equipment	$ 47

PROPERTY AND EQUIPMENT, NET (Narrative) (Details)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT, NET (Narrative) (Details)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) Segment	Dec. 31, 2017 USD ($)
Property Plant And Equipment [Abstract]
Number of reportable segments \| Segment			3
Impairment of intangible assets	$ 0	$ 0	$ 0	$ 710,000
Depreciation	$ 300,000	$ 400,000	$ 1,006,000	$ 1,050,000

PROPERTY AND EQUIPMENT, NET (Equipment under Capital Leases) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Capital Leased Assets [Line Items]
Equipment	$ 34,217	$ 34,192
Less: accumulated depreciation and amortization	(22,161)	(21,298)
Property and equipment, net	12,056	12,894
Assets Held under Capital Leases
Capital Leased Assets [Line Items]
Equipment	581	581
Less: accumulated depreciation and amortization	(450)	(344)
Property and equipment, net	$ 131	$ 237

OTHER INTANGIBLE ASSETS, NET (Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,328	$ 8,299
Accumulated Amortization	(5,774)	(5,431)
Net	2,554	2,868
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,665	2,636
Accumulated Amortization	(1,492)	(1,370)
Net	1,173	1,266
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	58	58
Accumulated Amortization	(58)	(58)
Net	0	0
Trade name and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,005	1,005
Accumulated Amortization	0	0
Net	1,005	1,005
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,600	3,600
Accumulated Amortization	(3,435)	(3,326)
Net	165	274
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	900	900
Accumulated Amortization	(689)	(582)
Net	211	318
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	100	100
Accumulated Amortization	(100)	(95)
Net	$ 0	$ 5

OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Impairment of intangible assets			$ 700
Amortization expense	$ 100	$ 200		$ 343	$ 486
Weighted average
Segment Reporting Information [Line Items]
Intangible assets, estimated economic useful life				5 years 1 month 6 days

OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2019 (period remaining)	$ 95
Fiscal 2020	362
Fiscal 2021	287
Fiscal 2022	190
Fiscal 2023	98
Fiscal 2024	95
Thereafter	422
Total	$ 1,549

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
Compensation and benefits	$ 1,084	$ 1,786
Accrued taxes	458	237
Contract costs	1,814	985
Legal and professional fees	168	400
Warranty	415	402
Sales returns reserve	174	0
Credits due to customers	980	0
Other accruals	221	361
Total	$ 5,314	$ 4,171

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Movement in Standard Product Warranty Accrual
Beginning of period	$ 721	$ 739	$ 673	$ 759
Reclassification on adoption of ASC 606	0	0	73	0
Accruals	129	(78)	177	(52)
Warranty claims (net of vendor reimbursements)	(67)	(44)	(140)	(90)
End of period	$ 783	$ 617	$ 783	$ 617

NET LOSS PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Numerator:
Net loss	$ (662)	$ (1,433)	$ (5,792)	$ (11,666)
Denominator:
Weighted-average common shares outstanding (in shares)	29,568,986	28,909,847	29,376,959	28,734,394
Weighted-average common shares and common share equivalents outstanding (in shares)	29,568,986	28,909,847	29,376,959	28,734,394
Net loss per common share:
Basic (USD per share)	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)
Diluted (USD per share)	$ (0.02)	$ (0.05)	$ (0.20)	$ (0.41)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

- 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.

+ References

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

NET LOSS PER COMMON SHARE (Potentially Dilutive Securities) (Details) - shares	9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,807,529	2,254,876
Common stock options
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	477,836	709,667
Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,329,693	1,545,209

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Long-term debt
Total long-term debt	$ 3,454	$ 4,092
Less current maturities	(82)	(79)
Long-term debt, less current maturities	3,372	4,013
Revolving credit facility
Long-term debt
Total long-term debt	3,329	3,908
Equipment lease obligations
Long-term debt
Total long-term debt	$ 125	$ 184

LONG-TERM DEBT (Narrative) (Details)		9 Months Ended
LONG-TERM DEBT (Narrative) (Details)	Oct. 26, 2018 USD ($)	Dec. 31, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($) contract	Sep. 30, 2010 USD ($)
Line of Credit Facility [Line Items]
Revolving credit facility		$ 3,329,000	$ 3,908,000
Outstanding letters of credit		$ 0
Equipment lease obligations
Line of Credit Facility [Line Items]
Lease interest rate				3.60%
Lease agreement, principal amount				$ 400,000
Net equipment lease obligation buyout option				$ 1
Lease expiration month and year		2020-06
Agreement with Wisconsin Department of Commerce
Line of Credit Facility [Line Items]
Face amount of debt						$ 300,000
Credit Agreement \| Western Alliance Bank \| Line of credit \| Revolving credit facility
Line of Credit Facility [Line Items]
Contractual term	2 years
Credit facility maturity date		Oct. 26, 2020
Credit facility, maximum limit	$ 20,150,000
Proceeds from Lines of Credit		$ 4,400,000
Revolving credit facility		3,300,000
Credit facility, additional borrowing capacity		$ 1,100,000
Annual facility fee (as a percentage)	0.45%
Termination fee (as a percentage)	0.50%
Interest rate		6.00%
Credit Agreement \| Western Alliance Bank \| Line of credit \| Revolving credit facility \| Minimum \| Prime rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	5.00%
Credit Agreement \| Western Alliance Bank \| Line of credit \| Letter of credit
Line of Credit Facility [Line Items]
Credit facility, maximum limit	$ 2,000,000
December 2014 OTA Finance Program \| De Lage Landen Financial Services, Inc.
Line of Credit Facility [Line Items]
Principal amount of secured debt					$ 400,000
December 2014 OTA Finance Program \| De Lage Landen Financial Services, Inc. \| Secured Debt
Line of Credit Facility [Line Items]
Lease interest rate					8.36%
Number of contracts for collateral (contract) \| contract					25

INCOME TAXES (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income tax expense/(benefit)	$ 0	$ (23,330)	$ 25,748	$ (23,330)
Deferred tax assets					$ 9,900,000
Unrecognized tax benefits	$ 100,000		$ 100,000

SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Equity, Class of Treasury Stock [Line Items]
Loans issued to non-executive employees outstanding						$ 4,000
Treasury stock acquired (shares)					1,230
Stock Compensation Plan
Equity, Class of Treasury Stock [Line Items]
Share issued under ESPP	1,708	938	866	3,512
Closing market price	$ 0.57	$ 0.96	$ 1.10
Stock Compensation Plan \| Minimum
Equity, Class of Treasury Stock [Line Items]
Closing market price				$ 0.57
Stock Compensation Plan \| Maximum
Equity, Class of Treasury Stock [Line Items]
Closing market price				$ 1.10

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Stock-based compensation
Total	$ 200	$ 250	$ 639	$ 868
Cost of product revenue
Stock-based compensation
Total	1	1	3	11
Cost of service revenue
Stock-based compensation
Total	1	0	2	0
General and administrative
Stock-based compensation
Total	185	205	592	722
Sales and marketing
Stock-based compensation
Total	13	34	41	113
Research and development
Stock-based compensation
Total	$ 0	$ 10	$ 1	$ 22

STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details)	9 Months Ended
	Dec. 31, 2018 $ / shares shares
Stock Options
Non-vested, beginning balance (shares)	629,667
Awards granted (shares)	0
Awards vested (shares)	0
Awards forfeited (shares)	(151,831)
Non-vested, ending balance (shares)	477,836
Per share price on grant date (USD per share) \| $ / shares	$ 0
Restricted shares
Restricted Shares
Beginning balance (shares)	1,485,799
Awards granted (shares)	519,000
Awards vested (shares)	(626,444)
Awards forfeited (shares)	(48,662)
Ending balance (shares)	1,329,693
Restricted shares \| Minimum
Restricted Shares
Per share price on grant date (USD per share) \| $ / shares	$ 0.84

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) $ in Millions	9 Months Ended
	Dec. 31, 2018 USD ($)
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Deferred stock-based compensation related to grants of restricted shares, period of recognition	1 year 8 months 12 days
Deferred stock-based compensation related to grants of restricted shares	$ 1.0

SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Corporate and Other
Revenues	$ 16,291	$ 17,263	$ 43,311	$ 45,243
Operating Income (Loss)	(587)	(1,359)	(5,473)	(11,393)
Operating Segments \| Orion Engineered Systems
Corporate and Other
Revenues	6,802	7,316	15,168	18,857
Operating Income (Loss)	33	185	(1,944)	(2,891)
Operating Segments \| Orion Distribution Services
Corporate and Other
Revenues	6,102	7,779	20,202	19,998
Operating Income (Loss)	(236)	224	(1,082)	(564)
Operating Segments \| Orion U.S. Markets
Corporate and Other
Revenues	3,387	2,168	7,941	6,388
Operating Income (Loss)	569	(520)	793	(2,970)
Corporate and Other
Corporate and Other
Revenues	0	0	0	0
Operating Income (Loss)	$ (953)	$ (1,248)	$ (3,240)	$ (4,968)

REORGANIZATION OF BUSINESS (Restructuring by Statement of Operations Location) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 1	$ (19)	$ 30	$ 2,019
Cost of product revenue
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	(7)	0	33
General and administrative
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1	(7)	13	1,808
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 0	$ (5)	$ 17	$ 178

REORGANIZATION OF BUSINESS (Restructuring by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 1	$ (19)	$ 30	$ 2,019
Operating Segments \| Orion Engineered Systems
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	0	5	0
Operating Segments \| Orion Distribution Services
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	(5)	12	84
Corporate and Other
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 1	$ (14)	$ 13	$ 1,935

REORGANIZATION OF BUSINESS (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	$ 8,573	$ 100,000	$ 200,000	$ 1,600,000
Post-employment medical benefits
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 100,000		$ 100,000

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	9 Months Ended
ACCRUED EXPENSES AND OTHER (Narrative) (Details)	Dec. 31, 2018
Minimum
Segment Reporting Information [Line Items]
Limited warranty term	1 year
Maximum
Segment Reporting Information [Line Items]
Limited warranty term	10 years