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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Mar. 31, 2020	May 31, 2020	Sep. 30, 2019
Document and Entity Information [Line Items]
Entity Registrant Name	ORION ENERGY SYSTEMS, INC.
Entity Central Index Key	0001409375
Document Type	10-K
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Public Float			$ 65,729,416
Entity Common Stock, Shares Outstanding		30,274,101
Entity File Number	001-33887
Entity Tax Identification Number	39-1847269
Entity Address, Address Line One	2210 Woodland Drive
Entity Address, City or Town	Manitowoc
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54220
City Area Code	920
Local Phone Number	892-9340
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	WI
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the 2020 Annual Meeting of Shareholders to be held on August 6, 2020 are incorporated herein by reference in Part III of this Annual Report on Form 10-K.
Common stock, no par value
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Common stock purchase rights
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock purchase rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Assets
Cash and cash equivalents	$ 28,751	$ 8,729
Accounts receivable, net	10,427	14,804
Revenue earned but not billed	560	3,746
Inventories, net	14,507	13,403
Prepaid expenses and other current assets	723	695
Total current assets	54,968	41,377
Property and equipment, net	11,817	12,010
Other intangible assets, net	2,216	2,469
Long-term accounts receivable	760
Other long-term assets	2,802	165
Total assets	72,563	56,021
Liabilities and Shareholders’ Equity
Accounts payable	19,834	19,706
Accrued expenses and other	7,228	7,410
Deferred revenue, current	107	123
Current maturities of long-term debt	35	96
Total current liabilities	27,204	27,335
Revolving credit facility	10,013	9,202
Long-term debt, less current maturities	50	81
Deferred revenue, long-term	715	791
Other long-term liabilities	3,546	642
Total liabilities	41,528	38,051
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2020 and 2019; no shares issued and outstanding at March 31, 2020 and 2019	0	0
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2020 and 2019; shares issued: 39,729,569 and 39,037,969 at March 31, 2020 and 2019; shares outstanding: 30,265,997 and 29,600,158 at March 31, 2020 and 2019	0	0
Additional paid-in capital	156,503	155,828
Treasury stock: 9,463,572 and 9,437,811 common shares at March 31, 2020 and 2019	(36,163)	(36,091)
Retained deficit	(89,305)	(101,767)
Total shareholders’ equity	31,035	17,970
Total liabilities and shareholders’ equity	$ 72,563	$ 56,021

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Mar. 31, 2019
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)	39,729,569	39,037,969
Common stock, shares outstanding (in shares)	30,265,997	29,600,158
Treasury stock (in shares)	9,463,572	9,437,811

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 150,841	$ 65,754	$ 60,300
Cost of revenue	113,718	51,202	45,628
Gross profit	37,123	14,552	14,672
Operating expenses:
General and administrative	11,184	10,231	13,159
Impairment of intangible assets			710
Sales and marketing	11,113	9,104	11,879
Research and development	1,716	1,374	1,905
Total operating expenses	24,013	20,709	27,653
Income (loss) from operations	13,110	(6,157)	(12,981)
Other income (expense):
Other income	28	80	248
Interest expense	(279)	(493)	(333)
Amortization of debt issue costs	(243)	(101)	(92)
Interest income	5	11	15
Total other expense	(489)	(503)	(162)
Income (loss) before income tax	12,621	(6,660)	(13,143)
Income tax expense (benefit)	159	14	(15)
Net income (loss)	$ 12,462	$ (6,674)	$ (13,128)
Basic net income (loss) per share attributable to common shareholders	$ 0.41	$ (0.23)	$ (0.46)
Weighted-average common shares outstanding	30,104,552	29,429,540	28,783,830
Diluted net income (loss) per share	$ 0.40	$ (0.23)	$ (0.46)
Weighted-average common shares and share equivalents outstanding	30,964,777	29,429,540	28,783,830
Product revenue
Revenues	$ 113,352	$ 56,261	$ 55,595
Cost of revenue	83,588	44,111	41,415
Service revenue
Revenues	37,489	9,493	4,705
Cost of revenue	$ 30,130	$ 7,091	$ 4,213

STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock, Shares	Common Stock, Additional Paid-in Capital	Treasury Stock	Shareholder Notes Receivable	Retained Earnings (Deficit)
Shareholders' equity, beginning of period at Mar. 31, 2017	$ 35,450		$ 153,901	$ (36,081)	$ (4)	$ (82,366)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2017		28,317,490
Issuance of stock services (shares)		24,747
Shares issued under Employee Stock Purchase Plan	11			11
Shares issued under Employee Stock Purchase Plan (shares)		10,057
Stock-based compensation	1,102		1,102
Stock-based compensation (shares)		612,601
Employee tax withholdings on stock-based compensation	(11)			(11)
Employee tax withholdings on stock-based compensation (shares)		(10,482)
Collections on stockholder notes				(4)	$ 4
Collections on stockholder notes (shares)		(1,230)
Net income (loss)	(13,128)					(13,128)
Shareholders' equity, end of period at Mar. 31, 2018	23,424		155,003	(36,085)		(95,494)
Shareholders' equity, at end of period (shares) at Mar. 31, 2018		28,953,183
Shares issued under Employee Stock Purchase Plan	$ 4			4
Shares issued under Employee Stock Purchase Plan (shares)	4,642	4,642
Stock-based compensation	$ 825		825
Stock-based compensation (shares)		653,394
Employee tax withholdings on stock-based compensation	(10)			(10)
Employee tax withholdings on stock-based compensation (shares)		(11,061)
Cumulative effect of accounting change \| ASC 606	401					401
Net income (loss)	(6,674)					(6,674)
Shareholders' equity, end of period at Mar. 31, 2019	17,970		155,828	(36,091)		(101,767)
Shareholders' equity, at end of period (shares) at Mar. 31, 2019		29,600,158
Exercise of stock options and warrants for cash	57		57
Exercise of stock options and warrants for cash (shares)		22,362
Shares issued under Employee Stock Purchase Plan	$ 7			7
Shares issued under Employee Stock Purchase Plan (shares)	2,361	2,361
Stock-based compensation	$ 618		618
Stock-based compensation (shares)		669,238
Employee tax withholdings on stock-based compensation	(79)			(79)
Employee tax withholdings on stock-based compensation (shares)		(28,122)
Net income (loss)	12,462					12,462
Shareholders' equity, end of period at Mar. 31, 2020	$ 31,035		$ 156,503	$ (36,163)		$ (89,305)
Shareholders' equity, at end of period (shares) at Mar. 31, 2020		30,265,997

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Operating activities
Net income (loss)	$ 12,462	$ (6,674)	$ (13,128)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation	1,203	1,339	1,404
Amortization of intangible assets	359	444	607
Stock-based compensation	618	825	1,102
Amortization of debt issue costs	243	101	92
Impairment of intangible assets			710
Loss on sale of property and equipment	10
Provision for inventory reserves	205	(202)	1,261
Provision for bad debts		56	22
Other	57	57	(94)
Changes in operating assets and liabilities:
Accounts receivable	3,616	(5,840)	419
Revenue earned but not billed	3,186	(1,390)
Inventories	(1,319)	(4,689)	4,706
Deferred contract costs			(65)
Prepaid expenses and other assets	66	68	391
Accounts payable	(79)	8,916	20
Accrued expenses and other liabilities	(192)	1,975	(1,736)
Deferred revenue, current and long-term	(92)	(44)	(126)
Net cash provided by (used in) operating activities	20,343	(5,058)	(4,415)
Investing activities
Purchase of property and equipment	(814)	(381)	(512)
Additions to patents and licenses	(131)	(68)	(73)
Proceeds from sales of property, plant and equipment	9
Net cash used in investing activities	(936)	(449)	(585)
Financing activities
Payment of long-term debt	(92)	(80)	(158)
Proceeds from revolving credit facility	74,100	60,270	68,734
Payment of revolving credit facility	(73,289)	(54,976)	(71,456)
Payments to settle employee tax withholdings on stock-based compensation	(76)	(10)	(9)
Debt issue costs	(91)	(396)
Net proceeds from employee equity exercises	63	4	6
Net cash provided by (used in) financing activities	615	4,812	(2,883)
Net increase (decrease) in cash and cash equivalents	20,022	(695)	(7,883)
Cash and cash equivalents at beginning of period	8,729	9,424	17,307
Cash and cash equivalents at end of period	28,751	8,729	9,424
Supplemental cash flow information:
Cash paid for interest	(254)	(176)	(147)
Cash (paid) received for income taxes	(28)	12	$ 17
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property, plant and equipment by issuing a debt		$ 74
Operating lease assets obtained in exchange for new operating lease liabilities	$ 2,757

DESCRIPTION OF BUSINESS

12 Months Ended

Mar. 31, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 — DESCRIPTION OF BUSINESS

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

Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion also leases office space in Jacksonville, Florida.

IMPACT OF COVID-19

12 Months Ended

Mar. 31, 2020

Extraordinary And Unusual Items [Abstract]

IMPACT OF COVID-19

NOTE 2 — IMPACT OF COVID-19

The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Orion’s business has been adversely impacted by measures taken by government entities and others to control the spread of the virus beginning in March 2020, the last month of its fiscal 2020 year. As an essential business, Orion provides products and services to ensure energy and lighting infrastructure and Orion therefore continues to operate throughout the pandemic. Nonetheless, Orion did experience a material adverse effect from the COVID-19 pandemic due to the curtailment of activity in the last few weeks of the 2020 fiscal year and during the first quarter of fiscal 2021, including the delay of project installations for a major national account customer. Although circumstances may change, further installations at this customer’s locations are currently not expected to recommence until calendar year 2021.

As part of the Orion’s response to the impacts of the COVID-19, Orion has taken a number of cost reduction and cash conservation measures, including reducing headcount. See Note 20 – Restructuring Expense.

While restrictions have begun to lessen in certain jurisdictions during Orion’s fiscal 2021 first quarter, stay-at-home or lockdown orders remain in effect in others, with employees asked to work remotely if possible. Some customers and projects are in areas where travel restrictions have been imposed, certain customers have either closed or reduced on-site activities, and timelines for the completion of multiple projects have been extended. As of the date of this report, it is not possible to predict the overall impact the COVID-19 pandemic will have on Orion’s business, liquidity, capital resources or financial results. However, Orion does expect that the economic and regulatory impacts of COVID-19 will materially and adversely impact revenue and profitability in at least the first half of fiscal 2021. If there is prolonged adverse impact, the carrying values of Orion’s business, liquidity, capital resources, financial results, and the carrying values of Orion’s property, plant and equipment and intangible assets may be impacted negatively. Orion will continue to actively monitor the situation and may take further actions that alter business operations.

Due to the forecasted change in macroeconomic conditions due to the COVID-19 pandemic, as of March 31, 2020, a triggering event occurred requiring Orion to evaluate its long-lived assets for impairment. Orion performed the Step 1 recoverability test for the asset group, and the asset group was deemed recoverable. See Note 8 – Property and Equipment.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the fiscal year ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

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

Cash and Cash Equivalents

Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, or in the case of long-term debt and revolving credit facility, because of the interest rates currently available to Orion for similar obligations. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date.

Allowance for Doubtful Accounts

Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for doubtful accounts based upon the aging of the underlying receivables, historical experience with write-offs and specific customer collection issues that have been identified. See Note 5 – Accounts Receivable for further discussion of the allowance for doubtful accounts.

Incentive Plan

Orion’s compensation committee approved an Executive Fiscal Year 2020 Annual Cash Incentive Program. The program provided for performance cash bonus payments ranging from 50-100% of the fiscal 2020 base salaries of Orion’s named executive officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive net income in fiscal 2020. Based upon the results for the year ended March 31, 2020, Orion accrued approximately $0.8 million of expense related to this plan.

Orion’s compensation committee approved an Executive Fiscal Year 2019 Annual Cash Incentive Program. The program provided for performance cash bonus payments ranging from 50-100% of the fiscal 2019 base salaries of Orion’s named executive officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive net income above $0.1 million in fiscal 2019. Based upon the results for the year ended March 31, 2019, Orion did not accrue any expense related to this plan.

Orion’s compensation committee approved an Executive Fiscal Year 2018 Annual Cash Incentive Program. The program provided for performance cash bonus payments ranging from 50-100% of the fiscal 2018 base salaries of Orion’s named executive officers and other key employees. The program provided for bonuses to be paid out on the basis of achieving positive EBITDA in fiscal 2018. Based upon the results for the year ended March 31, 2018, Orion did not accrue any expense related to this plan.

Revenue Recognition

Periods prior to April 1, 2018

Revenue was recognized in accordance with the revenue recognition requirements in “Revenue Recognition” (Topic 605) (“ASC 605”) when the following criteria were met:

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.

For sales of Orion’s lighting and energy management technologies under multiple element arrangements, consisting of a combination of product sales and services, Orion determines revenue by allocating the total contract revenue to each element based on their relative selling prices in accordance with ASC 605-25, Revenue Recognition - Multiple Element Arrangements. In such circumstances, Orion uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (1) vendor-specific objective evidence ("VSOE") of fair value, if available, (2) third-party evidence ("TPE") of selling price if VSOE is not available, and (3) best estimate of the selling price if neither VSOE nor TPE is available (a description as to how Orion determines estimated selling price is provided below).

The nature of Orion’s multiple element arrangements for the sale of its lighting and energy management technologies is similar to a construction project, with materials being delivered and contracting and project management activities occurring according to an installation schedule. The significant deliverables include the shipment of products and related transfer of title and the installation.

To determine the selling price in multiple-element arrangements, Orion establishes the selling price for its energy management system products using management's best estimate of the selling price, as VSOE and TPE do not exist. Product revenue is recognized when title and risk of loss for the products transfers. For product revenue, management's best estimate of selling price is determined using a cost plus gross profit margin method.

In addition, Orion records in service revenue the selling price for its installation and recycling services using management’s best estimate of selling price, as VSOE and TPE do not exist. Service revenue is recognized when services are completed and customer acceptance has been received. Recycling services provided in connection with installation entail the disposal of the customer’s legacy lighting fixtures. Orion’s service revenues, other than for installation and recycling that are completed prior to delivery of the product, are included in product revenue using management’s best estimate of selling price, as VSOE and TPE do not exist. These services include comprehensive site assessment, site field verification, utility incentive and government subsidy management, engineering design, and project management. For these services, along with Orion's installation and recycling services, under a multiple-element arrangement, management’s best estimate of selling price is determined using a cost plus gross profit margin method with consideration given to other relevant economic conditions and trends, customer demand, pricing practices, and margin objectives. The determination of an estimated selling price is made through consultation with and approval by management, taking into account the preceding factors.

Deferred revenue relates to advance customer billings, investment tax grants received related to PPAs and long-term maintenance contracts on OTAs and is classified as a liability on the consolidated balance sheet. The fair value of the maintenance is readily determinable based upon pricing from third-party vendors. Deferred revenue related to maintenance services is recognized when the services are delivered, which occurs in excess of a year after the original OTA contract is executed.

Period Commencing April 1, 2018

General Information

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

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

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

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

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

•

when there is a legal transfer of ownership;

•

when the customer obtains physical possession of the products;

•

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

•

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

•

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

•

when each light fixture is physically installed and working correctly;

•

when the customer formally accepts the product; and

•

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

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

Most products are manufactured in accordance with Orion’s standard specifications. However, some products are manufactured to a customer’s specific requirements with no alternative use to Orion. In such cases, and when Orion has an enforceable right to payment, Product revenue is recorded on an over-time basis measured using an input methodology that calculates the costs incurred to date as compared to total expected costs. There was no over-time revenue related to custom products recognized in fiscal year 2020 or 2019.

Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows.

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

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

See Note 11 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services.

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

Shipping and Handling Costs

Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue.

Research and Development

Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations and Comprehensive Income on the line item Research and development.

Income Taxes

Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2020, Orion decreased its full valuation allowance by $3.2 million against its deferred tax assets due to the decrease in its deferred tax assets.

ASC 740, Income Taxes, also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits.

Stock Based Compensation

Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period.

Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 17 – Stock Options and Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors. Orion did not issue any stock options during fiscal 2020, fiscal 2019 or fiscal 2018.

Orion has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future. Orion estimates its forfeiture rate of unvested stock awards based on historical experience.

Concentration of Credit Risk and Other Risks and Uncertainties

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

Orion purchases components necessary for its lighting products, including ballasts, lamps and LED components, from multiple suppliers. For fiscal 2020, one supplier account for 11.8% of total cost of revenue. For fiscal 2019, no supplier accounted for more than 10% of total cost of revenue.

In fiscal 2020, one customer accounted for 74.1% of revenue. In fiscal 2019, one customer accounted for 20.7% of total revenue. In fiscal 2018, two customers accounted for 11.7% and 10.8% of total revenue.

As of March 31, 2020, two customers accounted for 37.3% and 13.0% of accounts receivable, respectively, and as of March 31, 2019, one customer accounted for 56.2% of accounts receivable.

Recent Accounting Pronouncements

Issued: Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations, cash flows, and the related footnote disclosures.

Recently Adopted Standards

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

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

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

In April 2019, Orion adopted Accounting Standards Update 2016-02, and subsequent amendments, which is included in the Accounting Standards Codification (“ASC”) as Topic 842, Leases (“ASC 842”), retrospectively through a cumulative-effect adjustment. Orion elected the package of practical expedients provided for in ASU 842, which among other things, allows companies to carry forward their historical lease classification. Previously, Orion followed the guidance set forth in ASC 840, Leases.

For Orion, the most significant difference between ASC 840 and ASC 842 is the requirement that lessees recognize right-of-use assets and liabilities on the balance sheet for the rights and obligations created by long-term operating leases. Previously, the financial impact associated with operating leases was recorded only in Orion’s statement of operations. Determining whether a contract includes a lease, and assessing whether the lease should be accounted for as a finance lease or an operating lease, is a matter of judgment based on whether the risks and rewards, as well as substantive control of the associated assets specified in the contract, have been transferred from the lessor to the lessee.

Adoption of ASC 842 resulted in the recording of additional lease assets and lease liabilities of approximately $0.2 million as of April 1, 2019. There was no impact to retained earnings. The adoption of ASC 842 did not materially impact Orion’s consolidated results of operations and had no impact on Orion’s cash flows. Orion has updated its processes and controls necessary for implementing ASC 842, including the increased footnote disclosure requirements.

REVENUE

12 Months Ended

Mar. 31, 2020

Revenue From Contract With Customer [Abstract]

REVENUE

NOTE 4 — REVENUE

Changes in Accounting Policies

Orion adopted ASC 606 and ASC 340-40 (the “new standards”) as of April 1, 2018 for contracts with customers that were not fully complete as of April 1, 2018 using the modified retrospective transition method. The cumulative effect of initially applying the new standards was recorded as a $0.4 million adjustment to the opening balance of retained deficit within Orion’s Consolidated Statement of Shareholders’ Equity.

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

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

In accordance with the modified retrospective transition method, the historical information within Orion’s financial statements has not been restated and continues to be reported under the accounting standard in effect for those periods. As a result, Orion has disclosed the accounting policies in effect prior to April 1, 2018, as well as the policies applied starting April 1, 2018.

General Information

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

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

•

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.

See Note 11 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services.

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

Revenue Recognition

See Note 3 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies in effect prior to April 1, 2018, as well as the policies applied starting April 1, 2018 related to revenue recognition.

Contract Fulfillment Costs

Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of product revenue at the time revenue is recorded. See Note 6 – Inventories. Costs associated with installation sales are expensed as incurred.

Disaggregation of Revenue

Orion’s Product revenue includes revenue from contracts with customers accounted for under the scope of ASC 606 and revenue which is accounted for under other guidance. For fiscal year 2020, Product revenue included $1.4 million derived from sales-type leases for light fixtures, $0.2 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy, and $0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities which are not under the scope of ASC 606. All remaining Product revenue, and all Service revenue, are derived from contracts with customers as defined in ASC 606.

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

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

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

See Footnote 18 - Segment Data, for additional discussion concerning Orion’s reportable segments.

The following table provides detail of Orion’s total revenues for the year ended March 31, 2020 (dollars in thousands):

	Year Ended March 31, 2020
	Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	922	$	379	$	1,301
Commercial and industrial		110,742		37,110		147,852
Total lighting		111,664		37,489		149,153
Solar energy related revenues		56		—		56
Total revenues from contracts with customers		111,720		37,489		149,209
Revenue accounted for under other guidance		1,632		—		1,632
Total revenue	$	113,352	$	37,489	$	150,841

Cash Flow Considerations

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

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

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

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

The payments associated with these transactions that are due during the twelve months subsequent to March 31, 2020 are included in Accounts receivable, net in Orion’s Consolidated Balance Sheets. The remaining amounts due that are associated with these transactions are included in Long-term accounts receivable in Orion’s Consolidated Balance Sheets.

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

The total amount received from the sales of these receivables during the twelve months ended March 31, 2020, and 2019 was $4.4 million and $6.9 million, respectively. Orion’s losses on these sales aggregated to $0.1 million and $0.3 million for the twelve months ended March 31, 2020, and 2019, respectively, and are included in Interest expense in the Consolidated Statements of Operations.

Practical Expedients and Exemptions

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

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

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

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

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

Contract Balances

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

Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a common practice in Orion turnkey contracts. Once Orion has an unconditional right to consideration under a turnkey contract, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. Revenue earned but not billed as of March 31, 2020 and March 31, 2019 includes $39 thousand and $0.7 million, respectively, which was not derived from contracts with customers and therefore not classified as a contract asset as defined by the new standards.

Long term accounts receivable as of March 31, 2020, includes $0.6 million of contract assets related to the service portion of the long-term financing agreement provided one customer.

Deferred revenue, current as of March 31, 2020, includes $31 thousand of contract liabilities which represented consideration received from customers prior to the point that Orion has fulfilled the promises included in a performance obligation and recorded revenue.

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

The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2020, and March 31, 2019, after the adoption of the new standards (dollars in thousands):

	March 31, 2020		March 31, 2019
Accounts receivable, net	$	10,427	$	14,804
Contract assets	$	1,082	$	3,005
Contract liabilities	$	31	$	48

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

ACCOUNTS RECEIVABLE

12 Months Ended

Mar. 31, 2020

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 5 — ACCOUNTS RECEIVABLE

Orion’s accounts receivable are due from companies in the commercial, governmental, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30-60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands):

	2020			2019
Accounts receivable, gross	$	10,455		$	15,011
Allowance for doubtful accounts		(28	)		(207	)
Accounts receivable, net	$	10,427		$	14,804

INVENTORIES

12 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 6 — INVENTORIES

Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. Orion reduces the carrying value of its inventories for differences between the cost and estimated net realizable value, taking into consideration usage in the preceding 9 to 12 months, expected demand, and other information indicating obsolescence. Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value. As of March 31, 2020 and 2019, Orion's inventory balances were as follows (dollars in thousands):

	Cost		Excess and Obsolescence Reserve			Net
As of March 31, 2020
Raw materials and components	$	9,639	$	(1,244	)	$	8,395
Work in process		699		(305	)		394
Finished goods		6,598		(880	)		5,718
Total	$	16,936	$	(2,429	)	$	14,507
As of March 31, 2019
Raw materials and components	$	9,161	$	(1,393	)	$	7,768
Work in process		1,010		(269	)		741
Finished goods		6,056		(1,162	)		4,894
Total	$	16,227	$	(2,824	)	$	13,403

Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Mar. 31, 2020

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist primarily of prepaid subscription fees, prepaid insurance premiums, debt issue costs, and sales tax receivable.

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 8 — PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. Properties and equipment sold, or otherwise disposed of, are removed from the property and equipment accounts, with gains or losses on disposal credited or charged to income from operations.

Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets' carrying amount to determine if a write down to market value is required.

As of March 31, 2020, due to the forecasted change in the macroeconomic conditions due to the COVID-19 pandemic, a triggering event occurred requiring Orion to evaluate its long-lived assets for impairment. Due to the central nature of its operations, Orion’s tangible and intangible definite-lived assets support its full operations, are utilized by all three of its reportable segments, and do not generate separately identifiable cash flows. As such, these assets together represent a single asset group. Orion performed the recoverability test for the asset group by comparing its carrying value to the group’s expected future undiscounted cash flows. Orion concluded that the undiscounted cash flows of the long-lived asset group exceeded its carrying value. As such the asset group was deemed recoverable and no impairment was recorded.

Property and equipment were comprised of the following (dollars in thousands):

	March 31, 2020			March 31, 2019
Land and land improvements	$	433		$	433
Buildings and building improvements		9,470			9,245
Furniture, fixtures and office equipment		7,270			7,238
Leasehold improvements		324			324
Equipment leased to customers		4,997			4,997
Plant equipment		12,021			12,211
Construction in progress		15			43
		34,530			34,491
Less: accumulated depreciation and amortization		(22,713	)		(22,481	)
Net property and equipment	$	11,817		$	12,010

Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $1.2 million, $1.3 million and $1.4 million for the years ended March 31, 2020, 2019 and 2018, respectively.

Depreciable lives by asset category are as follows:

Land improvements		10-15 years
Buildings and building improvements		10-39 years
Furniture, fixtures and office equipment		2-10 years
Leasehold improvements		Shorter of asset life or life of lease
Equipment leased to customers under Power Purchase Agreements		20 years
Plant equipment		3-10 years

No interest was capitalized for construction in progress during fiscal 2020 or fiscal 2019.

LEASES

12 Months Ended

Mar. 31, 2020

Leases [Abstract]

LEASES

NOTE 9 — LEASES

From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Effective April 1, 2019, leases are accounted for, and reported upon, following the requirements of ASC 842, Leases. Previously, leases were accounted for, and reported upon, following the requirements of ASC 840, Leases.

For Orion, the most significant difference between ASC 840 and ASC 842 is the requirement that it recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet whenever it leases assets from a third party. Previously, under ASC 840, only assets leased from third parties that meet certain requirements, referred to as finance leases, were recorded on Orion’s balance sheet. Previously, the financial impact of all other leases, referred to as operating leases, was limited to Orion’s results of operations.

Whether it is the lessee or the lessor, Orion’s determination of whether a contract includes a lease, and assessing how the lease should be accounted for, is a matter of judgment based on whether the risks and rewards, as well as substantive control of the assets specified in the contract, have been transferred from the lessor to the lessee. The judgement considers matters such as whether the assets are transferred from the lessor to the lessee at the end of the contract, the term of the agreement in relation to the asset’s remaining economic useful life, and whether the assets are of such a specialized nature that the lessor will not have an alternative use for such assets at the termination of the agreement. Other matters requiring judgement are the lease term when the agreement includes renewal or termination options and the interest rate used when initially determining the ROU asset and lease liability.

ROU assets represent Orion’s right to use an underlying asset for the lease term and lease liabilities represent Orion’s obligation to make lease payments arising from the lease. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. When available, Orion uses the implicit interest rate in the lease when completing this calculation. However, as most of Orion’s operating lease agreements generating ROU assets do not provide the implicit rate, Orion’s incremental borrowing rate under its line of credit, adjusted for differences in duration and the relative collateral value in relation to the payment obligation, at the commencement of the lease is generally used in this calculation. The lease term includes options to extend or renew the agreement, or for early termination of the agreement, when it is reasonably certain that Orion will exercise such option. ROU assets are depreciated using the straight-line method over the lease term.

Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term.

One of Orion’s frequent customers purchases products and installation services under agreements that provide for monthly payments, at a fixed monthly amount, of the contract price, plus interest, typically over a five-year period. While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. The portions of the transaction associated with the sale of the light fixtures is accounted for as a sales-type lease. The total transaction price in these contracts is allocated between the lease and non-lease components in the same manner as the total transaction price of other turnkey projects containing lighting fixtures and installation services.

Orion leases portions of its corporate headquarters to third parties; all such agreements have been, and continue to be, classified as operating leases under the applicable authoritative accounting guidance. The assets being leased continue to be included in Property and equipment, net. Lease payments earned are recorded as a reduction in administrative expenses.

Assets Orion Leases from Other Parties

On January 31, 2020, Orion entered into the current lease for its approximately 196,000 square foot primary manufacturing and distribution facility in Manitowoc, WI. The lease has a 10-year term, with the option to terminate after six years. Orion is responsible for the costs of insurance and utilities for the facility. These costs are considered variable lease costs. The agreement is classified as an operating lease.

The prior lease agreement for this facility provided the lessor the right to terminate the lease agreement at any time with 12 months’ notice to Orion. As a result, the agreement was previously classified as a short-term lease.

In February 2014, Orion entered into a multi-year lease agreement for use of approximately 10,500 square feet of office space in a multi-use office building in Jacksonville, Florida. As of March 31, 2020, the lease had been extended to June 30, 2020. Subsequent to year-end, this lease was extended for another three-year term. The agreement is classified as an operating lease.

Orion has leased other assets from third parties, principally office and production equipment. The terms of our other leases vary from contract to contract and expire at various dates through 2020.

The weighted average discount rate for Orion’s lease obligations as of March 31, 2020 is 5.5%. The weighted average remaining lease term as of March 31, 2020 is 5.8 years.

A summary of Orion’s assets leased from third parties follows (dollars in thousands):

	Balance sheet classification	March 31, 2020
Assets
Operating lease assets	Other long-term assets	$	2,745
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other		691
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		2,830
Total lease liabilities		$	3,521

Orion had operating lease costs of $0.7 million for the year ended March 31, 2020. This includes short-term leases and variable lease costs, which are immaterial.

The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):

Maturity of Lease Liabilities	Operating Leases
Fiscal 2021	$	692
Fiscal 2022		675
Fiscal 2023		693
Fiscal 2024		714
Fiscal 2025		735
Thereafter		628
Total lease payments	$	4,137
Less: Interest		(616	)
Present value of lease liabilities	$	3,521

Assets Orion Leases to Other Parties

While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. Therefore, the portions of the transaction associated with the sale of the multiple individual light fixtures is accounted for as a sales-type lease under ASC 842.

Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Consolidated Statement of Operations. These amounts are recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The execution of the acknowledgement is considered the commencement date as defined in ASC 842.

The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2020 (dollars in thousands):

	March 31, 2020
Product revenue	$	1,362
Cost of product revenue		1,208

The Consolidated Balance Sheets as of March 31, 2020 includes an immaterial amount related to the net investment in sales-type leases. The Balance Sheet as of and March 31, 2019 does not include a net investment in sales-type leases as all amounts due from the customer associated with lighting fixtures that were acknowledged to be installed and working correctly prior to period end were transferred to the financing institution prior to the respective balance sheet dates.

Other Agreements where Orion is the Lessor

Orion has leased unused portions of its corporate headquarters to third parties. The length and payment terms of the leases vary from contract to contract and, in some cases, include options for the tenants to extend the lease terms. Annual lease payments are recorded as a reduction in administrative operating expenses and not material in the year ended March 31, 2020. Orion accounts for these transactions as operating leases.

OTHER INTANGIBLE ASSETS, NET

12 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

OTHER INTANGIBLE ASSETS

NOTE 10 — OTHER INTANGIBLE ASSETS

The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized.

Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods:

Patents	10-17 years	Straight-line
Licenses	7-13 years	Straight-line
Customer relationships	5-8 years	Accelerated based upon the pattern of economic benefits consumed
Developed technology	8 years	Accelerated based upon the pattern of economic benefits consumed
Non-competition agreements	5 years	Straight-line

Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required.

Indefinite lived intangible assets are evaluated for impairment at least annually on the first day of Orion’s fiscal fourth quarter, or when indications of potential impairment exist. This annual impairment review may begin with a qualitative test to determine whether it is more likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If the qualitative assessment reveals that asset impairment is more likely than not, a quantitative impairment test is performed comparing the fair value of the indefinite lived intangible asset to its carrying value. Alternatively, the qualitative test may be bypassed and the quantitative impairment test may be immediately performed. If the fair value of the indefinite lived intangible asset exceeds its carrying value, the indefinite lived intangible asset is not impaired and no further review is performed. If the carrying value of the indefinite lived intangible asset exceeds its fair value, an impairment loss would be recognized in an amount equal to such excess. Once an impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset.

Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets as of January 1, 2020. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2020 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2021 plan. As a result of the conditions that existed as of the assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required.

During the second quarter of fiscal 2018, as a result of lower than anticipated operating results in the first half of fiscal 2018, Orion revised its full year fiscal 2018 forecast. As such, a triggering event occurred as of September 30, 2017, requiring Orion to evaluate its long-lived assets for impairment. Orion performed a quantitative impairment review of its indefinite lived intangible assets related to the Harris trade name applying the royalty replacement method to determine the asset’s fair value as of September 30, 2017. Under the royalty replacement method, the fair value of the Harris tradename was determined based on a market participant’s view of the royalty that would be paid to license the right to use the tradename. This quantitative analysis incorporated several assumptions including forecasted future revenues and cash flows, estimated royalty rate, based on similar licensing transactions and market royalty rates, and discount rate, which incorporates assumptions such as weighted-average cost of capital and risk premium. As a result of this impairment test, the carrying value of the Harris trade name exceeded its estimated fair value and an impairment of $0.7 million was recorded to Impairment of intangible assets during the quarter ended September 30, 2017 to reduce the asset’s carrying value to its calculated fair value. This fair value determination was categorized as Level 3 in the fair value hierarchy.

The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands):

	March 31, 2020							March 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,766	$	(1,700	)	$	1,066	$	2,667	$	(1,529	)	$	1,138
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks		1,014		—			1,014		1,007		—			1,007
Customer relationships		3,600		(3,545	)		55		3,600		(3,459	)		141
Developed technology		900		(819	)		81		900		(717	)		183
Total	$	8,338	$	(6,122	)	$	2,216	$	8,232	$	(5,763	)	$	2,469

As of March 31, 2020, the weighted average useful life of intangible assets was 5.13 years. The estimated amortization expense for each of the next five years is shown below (dollars in thousands):

Fiscal 2021	$	292
Fiscal 2022		194
Fiscal 2023		103
Fiscal 2024		99
Fiscal 2025		91
Thereafter		423
	$	1,202

Amortization expense is set forth in the following table (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019		2018
Amortization included in cost of sales:
Patents	$	171	$	171	$	159
Total	$	171	$	171	$	159
Amortization included in operating expenses:
Customer relationships	$	86	$	133	$	272
Developed technology		102		135		156
Non-competition agreements		—		5		20
Total		188		273		448
Total amortization of intangible assets	$	359	$	444	$	607

Orion’s management periodically reviews the carrying value of patent applications and related costs. When a patent application is probable of being unsuccessful or a patent is no longer in use, Orion writes off the remaining carrying value as a charge to general and administrative expense within its Consolidated Statement of Operations. In fiscal years 2020, 2019, and 2018, write-offs were immaterial.

Included in other income are product royalties received from licensing agreements for our patents.

ACCRUED EXPENSES AND OTHER

12 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSES AND OTHER

NOTE 11 — ACCRUED EXPENSES AND OTHER

As of March 31, 2020 and March 31, 2019, Accrued expenses and other included the following (dollars in thousands):

	March 31, 2020		March 31, 2019
Compensation and benefits	$	2,594	$	1,212
Sales tax		513		713
Contract costs		1,173		3,293
Legal and professional fees		312		356
Warranty		708		282
Sales returns reserve (1)		98		141
Credits due to customers (1)		932		987
Other accruals		898		426
Total	$	7,228	$	7,410

(1)

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

Orion generally offers a limited warranty of one to 10 years on its lighting products including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED modules, LED chips, LED drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.

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

	March 31,
	2020			2019
Beginning of year	$	657		$	673
Reclassification on adoption of ASC 606		—			73
Accruals		863			158
Warranty claims (net of vendor reimbursements)		(451	)		(247	)
Ending balance	$	1,069		$	657

NET INCOME (LOSS) PER COMMON SHARE

12 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

NOTE 12 — NET INCOME (LOSS) PER COMMON SHARE

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

Diluted net income (loss) per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income (loss) per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Because of the net loss for the years ended March 31, 2019 and March 31, 2018, potentially dilutive securities would be anti-dilutive, and therefore diluted net income (loss) per common share is the same as basic net income (loss) per common share for the years ended March 31, 2019 and March 31, 2018. Net income (loss) per common share is calculated based upon the following shares:

	Fiscal Year Ended March 31,
	2020		2019			2018
Numerator:
Net income (loss) (dollars in thousands)	$	12,462	$	(6,674	)	$	(13,128	)
Denominator:
Weighted-average common shares outstanding		30,104,552		29,429,540			28,783,830
Weighted-average effect of assumed conversion of stock options and restricted stock		860,225		—			—
Weighted-average common shares and share equivalents outstanding		30,964,777		29,429,540			28,783,830
Net income (loss) per common share:
Basic	$	0.41	$	(0.23	)	$	(0.46	)
Diluted	$	0.40	$	(0.23	)	$	(0.46	)

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

	March 31,
	2020		2019		2018
Common stock options		164,072		467,836		629,667
Restricted shares		—		1,312,593		1,485,799
Total		164,072		1,780,429		2,115,466

LONG-TERM DEBT

12 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 13 — LONG-TERM DEBT

Long-term debt as of March 31, 2020 and 2019 consisted of the following (dollars in thousands):

	March 31,
	2020			2019
Revolving credit facility	$	10,013		$	9,202
Equipment debt obligations		85			177
Total long-term debt		10,098			9,379
Less current maturities		(35	)		(96	)
Long-term debt, less current maturities	$	10,063		$	9,283

Revolving Credit Agreement

On October 26, 2018, Orion and its subsidiaries entered into a new secured revolving Business Financing Agreement with Western Alliance Bank, as lender (the “Credit Agreement”). On June 3, 2019, Orion and certain of its subsidiaries entered into an amendment (the “First Amendment”) to the Credit Agreement, which increased the maximum borrowing base credit available for certain of the customer receivables included in Orion’s borrowing base and provided for a borrowing base credit of up to $3.0 million based on inventory, in each case, subject to certain conditions. On August 2, 2019, Orion and certain of its subsidiaries entered into a second amendment (the “Second Amendment”) to the Credit Agreement, which established a rent reserve in an amount equal to three months’ rent payable at any leased location where Orion maintains inventory included in its borrowing base and provided for a reduction of the borrowing base credit that Orion may receive for inventory if Orion defaults under the lease for any such location. As of March 31, 2020, this rent reserve equaled $0.1 million. On November 21, 2019, Orion and certain of its subsidiaries entered into a third amendment (the “Third Amendment”) to the Credit Agreement, which extended the maturity date from October 26, 2020 to October 26, 2021; increased the sublimit under the Credit Agreement for advances under business credit cards from $1.5 million to $3 million; created a new $2 million sublimit permitting entry into foreign currency forward contracts with the lender; expanded the Company’s ability to make capital expenditures and incur other debt from time to time; and permitted the lender to amend the financial covenant included in the Credit Agreement (which requires the maintenance of a certain amount of unrestricted cash on deposit with the lender at the end of each month) upon receipt of the Company’s annual projections.

The Credit Agreement, as amended provides for a revolving credit facility (the “Credit Facility”) that matures on October 26, 2021. Borrowings under the Credit Facility are currently limited to $20.15 million, subject to a borrowing base requirement based on eligible receivables and inventory. The Credit Agreement includes a $2.0 million sublimit for the issuance of letters of credit. As of March 31, 2020, Orion’s borrowing base was $11.2 million, and Orion had $10.0 million in borrowings outstanding which were included in non-current liabilities in the accompanying Consolidated Balance Sheets. Orion had no outstanding letters of credit leaving total borrowing availability of $1.2 million.

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

Borrowings under the Credit Agreement generally bear interest at floating rates based upon the prime rate (but not less than 5.00% per year) plus an applicable margin determined by reference to Orion’s quick ratio (defined as the aggregate amount of unrestricted cash, unrestricted marketable securities and, with certain adjustments, receivables convertible into cash divided by total current liabilities, including the obligations under the Credit Agreement). As of March 31, 2020, the applicable interest rate was 5.25%. Among other fees, Orion is required to pay an annual facility fee equal to 0.45% of the credit limit under the Credit Agreement, which was paid at commencement (October 26, 2018) and is due on each anniversary thereof.

The Credit Agreement requires Orion to maintain nine months’ of “RML” as of the end of each month. For purposes of the Credit Agreement, RML is defined as, as of the applicable determination date, unrestricted cash on deposit with the lender plus availability under the Credit Agreement divided by an amount equal to, for the applicable trailing three-month period, consolidated net profit before tax, plus depreciation expense, amortization expense and stock-based compensation, minus capital lease principal payments, tested as of the end of each month. As of March 31, 2020, Orion was in compliance with this RML requirement.

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

As of March 31, 2020, Orion is in compliance with all debt covenants.

Equipment Debt Obligation

In June 2015, Orion entered into an agreement with a financing company in the principal amount of $0.4 million to fund the purchase of certain equipment. The debt is secured by the related equipment. The debt bears interest at a rate of 5.94% and matures in June 2020.

In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $44 thousand and $30 thousand fund certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43% and 8.77% respectively and both debts mature in January 2024.

Customer Equipment Finance Notes Payable

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

Aggregate Maturities

As of March 31, 2020, aggregate maturities of long-term debt were as follows (dollars in thousands):

Fiscal 2021	$	35
Fiscal 2022		10,027
Fiscal 2023		16
Fiscal 2024		17
Fiscal 2025		3
	$	10,098

INCOME TAXES

12 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 14 — INCOME TAXES

The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019			2018
Current	$	84	$	(5	)	$	4
Deferred		75		19			(19	)
Total	$	159	$	14		$	(15	)

	2020		2019			2018
Federal	$	56	$	3		$	(28	)
State		103		11			13
Total	$	159	$	14		$	(15	)

A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows:

	Fiscal Year Ended March 31,
	2020			2019			2018
Statutory federal tax rate		21.0	%		21.0	%		30.8	%
State taxes, net		6.5	%		5.6	%		2.2	%
Federal tax credit		—	%		(0.3	)%		(0.3	)%
Change in valuation reserve		(25.0	)%		(23.8	)%		51.4	%
Permanent items		(1.0	)%		(1.1	)%		(1.4	)%
Change in tax contingency reserve		0.2	%		—	%		(0.1	)%
Federal refunds		0.0	%		0.3	%		0.3	%
U.S. tax reform, corporate rate reduction		—	%		—	%		(75.2	)%
Equity compensation cancellations		0.2	%		(1.0	)%		(15.7	)%
Federal loss, ASU 2016-09		—	%		—	%		7.7	%
Other, net		(0.6	)%		(0.9	)%		0.4	%
Effective income tax rate		1.3	%		(0.2	)%		0.1	%

The net deferred tax assets and liabilities reported in the accompanying consolidated financial statements include the following components (dollars in thousands):

	March 31,
	2020			2019
Inventory, accruals and reserves		1,046			1,118
Interest deduction carry-forward		—			127
Federal and state operating loss carry-forwards		19,540			22,909
Tax credit carry-forwards		1,916			1,921
Equity compensation		250			288
Deferred revenue		18			(90	)
Lease liability		903			—
Lease ROU asset		(704	)		—
Fixed assets		(689	)		(781	)
Intangible assets		(248	)		(300	)
Other		121			194
Valuation allowance		(22,228	)		(25,386	)
Total net deferred tax liabilities	$	(75	)	$	—

The Tax Cut and Jobs Act ("Act") was enacted December 22, 2017. The Act significantly changes U.S tax law by, among other things, reducing the U.S. federal corporate tax rate from 35% to 21%, imposing a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creating new taxes on certain foreign sourced earnings.

Orion remeasured its deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally the 21% federal corporate tax rate. The provisional amount recorded related to the remeasurement of its deferred tax balance decreased deferred tax assets by $9.9 million in fiscal 2018. Substantially all of this decrease to deferred tax assets was offset by a corresponding decrease to the valuation allowance. There was no impact on the prior year income tax expense for the federal corporate tax rate change due to Orion's prior year taxable loss.

The Act also required companies to pay a one-time transition tax on Orion's total post-1986 earnings and profits ("E&P") of its foreign subsidiary that were previously tax deferred from US income taxes. Since Orion's foreign subsidiary had negative E&P, Orion estimated there was no transition tax to be reported in income tax expense.

The CARES Act includes significant business tax provisions that, among other things, temporarily eliminate the taxable income limit for certain NOLs, allow businesses to carry back tax year 2018-2020 NOLs to the five prior tax years, accelerate refunds of corporate AMT credits, and generally decrease the amount of disallowed business interest expense. Because of Orion’s loss carryforwards, Orion does not anticipate the income tax provisions of the CARES Act to result in a material cash or financial statement impact.

As of March 31, 2020, Orion has federal NOL carryforwards of approximately $75.3 million, and state NOL carryforwards of approximately $61.7 million. Upon adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, in fiscal year 2018, the federal and state loss NOL carryforwards associated with historic exercises of Non-Qualified Stock Options have been recorded as deferred tax assets. Orion also has federal tax credit carryforwards of approximately $1.3 million and state tax credits of $0.8 million. All of Orion's tax credit carryforwards and $128.5 million of its NOL carryforwards will begin to expire in varying amounts between 2024 and 2040. The remaining $8.5 million of its federal and state NOL carryforwards are not subject to time restrictions but may only be used to offset 80% of adjusted taxable income. All of its carryforwards are offset by a valuation allowance

For the fiscal year ended March 31, 2020, Orion recorded a valuation allowance of $22.2 million against its net deferred tax assets due to the uncertainty of its realization value in the future. For the fiscal year ended March 31, 2020, the valuation allowance against Orion's net federal and net state deferred tax assets decreased $3.2 million, primarily due to the current year loss usage. For the fiscal year ended March 31, 2019, the valuation allowance increased $1.6 million, primarily due to the fiscal 2019 loss. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made.

Generally, a change of more than 50% in the ownership of Orion's stock, by value, over a three-year period constitutes an ownership change for federal income tax purposes as defined under Section 382 of the Internal Revenue Code. As a result, Orion's ability to use its net operating loss carryforwards, attributable to the period prior to such ownership change, to offset taxable income can be subject to limitations in a particular year, which could potentially result in increased future tax liability for Orion. There was no limitation of NOL carryforwards that occurred for fiscal 2020, fiscal 2019, or fiscal 2018.

Orion records its tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where Orion believes that a tax position is supportable for income tax purposes, the item is included in their income tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be affected by changing interpretations of laws, rulings by tax authorities, or the expiration of the statute of limitations.

Orion files income tax returns in the United States federal jurisdiction and in several state jurisdictions. The Company's federal tax returns for tax years beginning April 1, 2016 or later are open. For states in which Orion files state income tax returns, the statute of limitations is generally open for tax years ended March 31, 2016 and forward.

State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. Orion currently has no state income tax return positions in the process of examination, administrative appeals or litigation.

Uncertain tax positions

As of March 31, 2020, the balance of gross unrecognized tax benefits was approximately $0.3 million, $0.2 million of which would affect Orion’s effective tax rate if recognized.

Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are included in the unrecognized tax benefits. Orion had the following unrecognized tax benefit activity (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019		2018
Unrecognized tax benefits as of beginning of fiscal year	$	130	$	129	$	113
Additions based on tax positions related to the current period positions		23		1		2
Additions/(Reductions) for tax positions of prior years		106		—		14
Unrecognized tax benefits as of end of fiscal year	$	259	$	130	$	129

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Purchase Commitments

Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand. As of March 31, 2020, Orion had entered into $7.7 million of purchase commitments related primarily to inventory purchases.

Retirement Savings Plan

Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2020, Orion made matching contributions of $0.1 million. In fiscal 2019 and 2018, Orion made matching contributions of approximately $9 thousand in each of the fiscal years.

Litigation

Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its future results of operations. In addition to ordinary-course litigation, Orion was or is a party to the proceedings described below.

State Tax Assessment

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

During fiscal 2019, Orion was notified of a pending sales and use tax audit by the California Department of Tax and Fee Administration for the period covering April 1, 2015 through March 31, 2018. During fiscal 2020, the sales and use tax audit was finalized. The ultimate disposition of this matter did not have a material adverse effect on the Orion's Consolidated Balance Sheets, statements of operations, or liquidity.

SHAREHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2020

Stockholders Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 16 — SHAREHOLDERS’ EQUITY

Share Repurchase Program and Treasury Stock

In 2011 and 2012, Orion’s Board approved several share repurchase programs authorizing Orion to repurchase in aggregate up to a maximum of $ 7,500,000 of Orion's outstanding common stock. As of March 31, 2020, Orion had repurchased 3,022,349 shares of common stock at a cost of $6.8 million under these programs. Orion did not repurchase any shares in fiscal 2020, fiscal 2019 or fiscal 2018 and currently does not intend to repurchase any additional common stock under this program in the near-term.

Shareholder Rights Plan

On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated as of January 7, 2009 and extended its terms by three years to January 7, 2022. Under the amendment, each common share purchase right (a “Right”), if exercisable, will initially represent the right to purchase from Orion, one share of Orion’s common stock, no par value per share, for a purchase price of $7.00 per share (the “Purchase Price”).

The Rights will not be exercisable (and will be transferable only with Orion’s common stock) until a “Distribution Date” occurs (or the Rights are earlier redeemed or expire). A Distribution Date generally will occur on the earlier of a public announcement that a person or group of affiliated or associated persons (“Acquiring Person”) has acquired beneficial ownership of 20% or more of Orion’s outstanding common stock (“Shares Acquisition Date”) or 10 business days after the commencement of, or the announcement of an intention to make, a tender offer or exchange offer that would result in any such person or group of persons acquiring such beneficial ownership.

If a person becomes an Acquiring Person, holders of Rights (except as otherwise provided in the Rights Agreement) will have the right to receive that number of shares of Orion’s common stock having a market value of two times the then-current Purchase Price, and all Rights beneficially owned by an Acquiring Person, or by certain related parties or transferees, will be null and void. If, after a Shares Acquisition Date, Orion is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive that number of shares of the acquiring company’s common stock which at the time of such transaction will have a market value of two times the then-current Purchase Price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of Orion. At any time prior to a person becoming an Acquiring Person, the Board of Directors of Orion may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Unless they are extended or earlier redeemed or exchanged, the Rights will expire on January 7, 2022.

Employee Stock Purchase Plan

In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $20,000 of Orion’s common stock at a purchase price equal to 100% of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter. In prior years, Orion issued loans to non-executive employees to purchase shares of its stock. The loan program has been discontinued and new loans are no longer issued. Orion had the following shares issued from treasury during fiscal 2020 and fiscal 2019:

	As of March 31, 2020
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2020		512	$		3.70
Quarter Ended December 31, 2019		666	$		3.35
Quarter Ended September 30, 2019		570	$		2.85
Quarter Ended June 30, 2019		613	$		2.97
Total		2,361	$	2.85 - 3.70

	As of March 31, 2019
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2019		1,581	$		0.89
Quarter Ended December 31, 2018		1,708	$		0.57
Quarter Ended September 30, 2018		938	$		0.96
Quarter Ended June 30, 2018		415	$		1.10
Total		4,642	$	0.57 - 1.10

STOCK OPTIONS AND RESTRICTED SHARES

12 Months Ended

Mar. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK OPTIONS AND RESTRICTED SHARES

NOTE 17 — STOCK OPTIONS AND RESTRICTED SHARES

At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards. As of March 31, 2020, the number of shares available for grant under the plans was 1,725,845.

The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to the 2016 Omnibus Incentive Plan, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan.

Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Orion historically granted stock options and restricted stock under the Former Plan. Orion has not issued stock options since fiscal 2014 and instead has issued restricted stock.

In fiscal 2020, an aggregate of 279,468 restricted shares were granted valued at a price per share between $2.69 and $3.03, which was the closing market price as of each grant date. In fiscal 2019, an aggregate of 529,000 restricted shares were granted valued at a price per share between $0.84 and $1.00, which was the closing market price as of each grant date. In fiscal 2018, an aggregate of 730,410 restricted shares were granted valued at a price per share between $0.88 and $1.95, which was the closing market price as of each grant date.

The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in thousands):

	Fiscal Year Ended March 31,
	2020			2019		2018
Cost of product revenue	$	3		$	2	$	12
Cost of service revenue		(1	)		3		—
General and administrative		576			764		929
Sales and marketing		2			54		155
Research and development		38			2		6
	$	618		$	825	$	1,102

The following table summarizes information with respect to outstanding stock options:

	Number of Shares			Weighted Average Exercise Price
Outstanding at March 31, 2017		1,520,953		$	3.36
Granted		—		$	—
Exercised		—		$	—
Forfeited		(891,286	)	$	3.51
Outstanding at March 31, 2018		629,667		$	3.36
Granted		—		$	—
Exercised		—		$	—
Forfeited		(161,831	)	$	3.61
Outstanding at March 31, 2019		467,836		$	3.14
Granted		—		$	—
Exercised		(22,362	)	$	2.51
Forfeited		(49,174	)	$	4.63
Outstanding at March 31, 2020		396,300		$	2.80
Exercisable at March 31, 2020		396,300

The aggregate intrinsic value represents the total pre-tax intrinsic value, which is calculated as the difference between the exercise price of the underlying stock options and the fair value of Orion’s closing common stock price of $3.70 as of March 31, 2020.

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2020:

	March 31, 2020
	Outstanding and Vested		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$1.62 - 2.20		133,292		1.79	$	1.92
$2.41 - 2.75		98,936		2.22		2.48
$2.86 - 4.28		164,072		0.86		3.70
		396,300		1.48	$	2.80

During fiscal 2020, Orion recognized seven thousand dollars of stock-based compensation expense related to stock options.

During fiscal 2020, Orion granted restricted shares as follows:

Balance at March 31, 2019		1,312,593
Shares issued		279,468
Shares vested		(669,238	)
Shares forfeited		(150,103	)
Shares outstanding at March 31, 2020		772,720
Per share price on grant date	$2.69 - 3.03

During fiscal 2020, Orion recognized $0.6 million of stock-based compensation expense related to restricted shares.

As of March 31, 2020, the weighted average grant-date fair value of restricted shares granted was $3.02.

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2020 is expected to be recognized as follows (dollars in thousands):

Fiscal 2021	$	502
Fiscal 2022		310
Fiscal 2023		108
Fiscal 2024		12
Thereafter		6
	$	938
Remaining weighted average expected term	2.1 years

SEGMENT DATA

12 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

SEGMENT DATA

NOTE 18 — SEGMENT DATA

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

Orion Engineered Systems Division (“OES”)

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

Orion Distribution Services Division (“ODS”)

The ODS segment sells lighting products through manufacturer representative agencies and a network of North American broadline electrical distributors and contractors.

Orion U.S. Markets Division (“USM”)

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

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 year ended March 31,						For the year ended March 31,
(dollars in thousands)	2020		2019		2018		2020			2019			2018
Segments:
Engineered Systems	$	122,744	$	30,925	$	23,827	$	16,164		$	(1,237	)	$	(3,792	)
Distribution Services		15,087		24,173		27,906		(852	)		(1,742	)		(325	)
U.S. Markets		13,010		10,656		8,567		2,447			1,132			(3,123	)
Corporate and Other		—		—		—		(4,649	)		(4,310	)		(5,741	)
	$	150,841	$	65,754	$	60,300	$	13,110		$	(6,157	)	$	(12,981	)

	Depreciation and Amortization For the year ended March 31,						Capital Expenditures For the year ended March 31,
	2020		2019		2018		2020		2019		2018
Segments:
Engineered Systems	$	1,013	$	774	$	988	$	302	$	165	$	151
Distribution Services		187		485		275		81		44		217
U.S. Markets		126		233		267		78		31		73
Corporate and Other		236		291		481		353		215		71
	$	1,562	$	1,783	$	2,011	$	814	$	455	$	512

	Total Assets
	March 31, 2020		March 31, 2019
Segments:
Engineered Systems	$	22,354	$	28,486
Distribution Services		5,502		5,704
U.S. Markets		4,859		4,578
Corporate and Other		39,848		17,253
	$	72,563	$	56,021

Orion’s revenue outside the United States is insignificant and Orion has no long-lived assets outside the United States.

RESTRUCTURING EXPENSE

12 Months Ended

Mar. 31, 2020

Restructuring And Related Activities [Abstract]

RESTRUCTURING EXPENSE

NOTE 19 — RESTRUCTURING EXPENSE

During the fourth quarter of fiscal 2020, as part of Orion’s response to the impacts of the COVID-19 pandemic, Orion entered into separation agreements with multiple employees, and recognized $0.4 million of expense. Orion’s restructuring expense for the 12 months ended March 31, 2020 and March 31, 2019 is reflected within its consolidated statements of operations as follows (dollars in thousands):

	Year Ended March 31,		Year Ended March 31,
	2020		2019
Cost of product revenue	$	82	$	—
Cost of product service		74		—
General and administrative		28		26
Sales and marketing		207		17
Total	$	391	$	43

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

	Year Ended March 31,		Year Ended March 31,
	2020		2019
Orion Engineered Systems	$	139	$	—
Orion Distribution Systems		142		12
Corporate and Other		110		31
Total	$	391	$	43

SUBSEQUENT EVENTS

12 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20 — 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.

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Mar. 31, 2020

Quarterly Financial Data [Abstract]

QUARTERLY FINANCIAL DATA (UNAUDITED)

NOTE 21 — QUARTERLY FINANCIAL DATA (UNAUDITED)

Summary quarterly results for the years ended March 31, 2020 and March 31, 2019 are as follows:

	Three Months Ended
	March 31, 2020			Dec 31, 2019		Sep 30, 2019		Jun 30, 2019		Total
	(in thousands, except per share amounts)
Total revenue	$	25,892		$	34,249	$	48,322	$	42,378	$	150,841
Gross profit	$	5,775		$	8,274	$	12,791	$	10,283	$	37,123
Net income (loss) ⁽¹⁾	$	(531	)	$	2,304	$	6,721	$	3,968	$	12,462
Basic net income (loss) per share	$	(0.02	)	$	0.08	$	0.22	$	0.13	$	0.41
Shares used in basic per share calculation		30,259			30,244		30,189		29,723		30,105
Diluted net loss per share	$	(0.02	)	$	0.07	$	0.22	$	0.13	$	0.40
Shares used in diluted per share calculation		30,259			30,824		30,830		30,551		30,965

	Three Months Ended
	Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Total
	(in thousands, except per share amounts)
Total revenue	$	22,443		$	16,291		$	13,198		$	13,822		$	65,754
Gross profit	$	4,384		$	4,170		$	2,542		$	3,456		$	14,552
Net loss	$	(882	)	$	(662	)	$	(2,438	)	$	(2,692	)	$	(6,674	)
Basic net loss per share	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.09	)	$	(0.23	)
Shares used in basic per share calculation		29,590			29,569			29,488			29,070			29,430
Diluted net loss per share	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.09	)	$	(0.23	)
Shares used in diluted per share calculation		29,590			29,569			29,488			29,070			29,430

(1)	Includes a $0.4 million restructuring charge during the three months ended March 31, 2020.

The four quarters for net earnings per share may not add to the total year because of differences in the weighted average number of shares outstanding during the quarters and the year.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Allowance for Doubtful Accounts

Incentive Plan

Revenue Recognition

Periods prior to April 1, 2018

Revenue was recognized in accordance with the revenue recognition requirements in “Revenue Recognition” (Topic 605) (“ASC 605”) when the following criteria were met:

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.

Period Commencing April 1, 2018

General Information

•

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.

See Note 11 – Accrued Expenses and Other for a discussion of Orion’s accounting for the warranty it provides to customers for its products and services.

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

Shipping And Handling Costs

Shipping and Handling Costs

Research and Development

Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations and Comprehensive Income on the line item Research and development.

Income Taxes

Stock Based Compensation

Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period.

Orion has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future. Orion estimates its forfeiture rate of unvested stock awards based on historical experience.

Concentration of Credit Risk and Other Risks and Uncertainties

As of March 31, 2020, two customers accounted for 37.3% and 13.0% of accounts receivable, respectively, and as of March 31, 2019, one customer accounted for 56.2% of accounts receivable.

Recent Accounting Pronouncements

Issued: Not Yet Adopted

Recently Adopted Standards

REVENUE (Tables)

12 Months Ended

Mar. 31, 2020

Revenue From Contract With Customer [Abstract]

Disaggregation of Revenue

The following table provides detail of Orion’s total revenues for the year ended March 31, 2020 (dollars in thousands):

	Year Ended March 31, 2020
	Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	922	$	379	$	1,301
Commercial and industrial		110,742		37,110		147,852
Total lighting		111,664		37,489		149,153
Solar energy related revenues		56		—		56
Total revenues from contracts with customers		111,720		37,489		149,209
Revenue accounted for under other guidance		1,632		—		1,632
Total revenue	$	113,352	$	37,489	$	150,841

Summary of Contract Assets and Liabilities

	March 31, 2020		March 31, 2019
Accounts receivable, net	$	10,427	$	14,804
Contract assets	$	1,082	$	3,005
Contract liabilities	$	31	$	48

ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Mar. 31, 2020

Receivables [Abstract]

Accounts Receivable and Allowance for Doubtful Accounts Balances

Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands):

	2020			2019
Accounts receivable, gross	$	10,455		$	15,011
Allowance for doubtful accounts		(28	)		(207	)
Accounts receivable, net	$	10,427		$	14,804

INVENTORIES (Tables)

12 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventories

As of March 31, 2020 and 2019, Orion's inventory balances were as follows (dollars in thousands):

	Cost		Excess and Obsolescence Reserve			Net
As of March 31, 2020
Raw materials and components	$	9,639	$	(1,244	)	$	8,395
Work in process		699		(305	)		394
Finished goods		6,598		(880	)		5,718
Total	$	16,936	$	(2,429	)	$	14,507
As of March 31, 2019
Raw materials and components	$	9,161	$	(1,393	)	$	7,768
Work in process		1,010		(269	)		741
Finished goods		6,056		(1,162	)		4,894
Total	$	16,227	$	(2,824	)	$	13,403

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

Property and equipment were comprised of the following (dollars in thousands):

	March 31, 2020			March 31, 2019
Land and land improvements	$	433		$	433
Buildings and building improvements		9,470			9,245
Furniture, fixtures and office equipment		7,270			7,238
Leasehold improvements		324			324
Equipment leased to customers		4,997			4,997
Plant equipment		12,021			12,211
Construction in progress		15			43
		34,530			34,491
Less: accumulated depreciation and amortization		(22,713	)		(22,481	)
Net property and equipment	$	11,817		$	12,010

Depreciable lives by asset category are as follows:

Land improvements		10-15 years
Buildings and building improvements		10-39 years
Furniture, fixtures and office equipment		2-10 years
Leasehold improvements		Shorter of asset life or life of lease
Equipment leased to customers under Power Purchase Agreements		20 years
Plant equipment		3-10 years

LEASES (Tables)

12 Months Ended

Mar. 31, 2020

Leases [Abstract]

Summary of Assets Leased from Third Parties

A summary of Orion’s assets leased from third parties follows (dollars in thousands):

	Balance sheet classification	March 31, 2020
Assets
Operating lease assets	Other long-term assets	$	2,745
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other		691
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		2,830
Total lease liabilities		$	3,521

Summary of Estimated Maturity of Lease Liabilities

The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):

Maturity of Lease Liabilities	Operating Leases
Fiscal 2021	$	692
Fiscal 2022		675
Fiscal 2023		693
Fiscal 2024		714
Fiscal 2025		735
Thereafter		628
Total lease payments	$	4,137
Less: Interest		(616	)
Present value of lease liabilities	$	3,521

Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases

The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2020 (dollars in thousands):

	March 31, 2020
Product revenue	$	1,362
Cost of product revenue		1,208

OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Amortizable Intangible Assets

Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods:

Patents	10-17 years	Straight-line
Licenses	7-13 years	Straight-line
Customer relationships	5-8 years	Accelerated based upon the pattern of economic benefits consumed
Developed technology	8 years	Accelerated based upon the pattern of economic benefits consumed
Non-competition agreements	5 years	Straight-line

Summary of Components and Changes in Other Intangible Assets

The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands):

	March 31, 2020							March 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,766	$	(1,700	)	$	1,066	$	2,667	$	(1,529	)	$	1,138
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks		1,014		—			1,014		1,007		—			1,007
Customer relationships		3,600		(3,545	)		55		3,600		(3,459	)		141
Developed technology		900		(819	)		81		900		(717	)		183
Total	$	8,338	$	(6,122	)	$	2,216	$	8,232	$	(5,763	)	$	2,469

Summary of Estimated Amortization Expense

The estimated amortization expense for each of the next five years is shown below (dollars in thousands):

Fiscal 2021	$	292
Fiscal 2022		194
Fiscal 2023		103
Fiscal 2024		99
Fiscal 2025		91
Thereafter		423
	$	1,202

Amortization expense is set forth in the following table (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019		2018
Amortization included in cost of sales:
Patents	$	171	$	171	$	159
Total	$	171	$	171	$	159
Amortization included in operating expenses:
Customer relationships	$	86	$	133	$	272
Developed technology		102		135		156
Non-competition agreements		—		5		20
Total		188		273		448
Total amortization of intangible assets	$	359	$	444	$	607

ACCRUED EXPENSES AND OTHER (Tables)

12 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses and Other

As of March 31, 2020 and March 31, 2019, Accrued expenses and other included the following (dollars in thousands):

	March 31, 2020		March 31, 2019
Compensation and benefits	$	2,594	$	1,212
Sales tax		513		713
Contract costs		1,173		3,293
Legal and professional fees		312		356
Warranty		708		282
Sales returns reserve (1)		98		141
Credits due to customers (1)		932		987
Other accruals		898		426
Total	$	7,228	$	7,410

Changes in Warranty Accrual

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

	March 31,
	2020			2019
Beginning of year	$	657		$	673
Reclassification on adoption of ASC 606		—			73
Accruals		863			158
Warranty claims (net of vendor reimbursements)		(451	)		(247	)
Ending balance	$	1,069		$	657

NET INCOME (LOSS) PER COMMON SHARE (Tables)

12 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Summary of the Effect of Net Income (Loss) Per Common Share

Net income (loss) per common share is calculated based upon the following shares:

	Fiscal Year Ended March 31,
	2020		2019			2018
Numerator:
Net income (loss) (dollars in thousands)	$	12,462	$	(6,674	)	$	(13,128	)
Denominator:
Weighted-average common shares outstanding		30,104,552		29,429,540			28,783,830
Weighted-average effect of assumed conversion of stock options and restricted stock		860,225		—			—
Weighted-average common shares and share equivalents outstanding		30,964,777		29,429,540			28,783,830
Net income (loss) per common share:
Basic	$	0.41	$	(0.23	)	$	(0.46	)
Diluted	$	0.40	$	(0.23	)	$	(0.46	)

Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income (Loss) per Common Share

	March 31,
	2020		2019		2018
Common stock options		164,072		467,836		629,667
Restricted shares		—		1,312,593		1,485,799
Total		164,072		1,780,429		2,115,466

LONG-TERM DEBT (Tables)

12 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt as of March 31, 2020 and 2019 consisted of the following (dollars in thousands):

	March 31,
	2020			2019
Revolving credit facility	$	10,013		$	9,202
Equipment debt obligations		85			177
Total long-term debt		10,098			9,379
Less current maturities		(35	)		(96	)
Long-term debt, less current maturities	$	10,063		$	9,283

Schedule of Maturities of Long-Term Debt

Aggregate Maturities

As of March 31, 2020, aggregate maturities of long-term debt were as follows (dollars in thousands):

Fiscal 2021	$	35
Fiscal 2022		10,027
Fiscal 2023		16
Fiscal 2024		17
Fiscal 2025		3
	$	10,098

INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019			2018
Current	$	84	$	(5	)	$	4
Deferred		75		19			(19	)
Total	$	159	$	14		$	(15	)

	2020		2019			2018
Federal	$	56	$	3		$	(28	)
State		103		11			13
Total	$	159	$	14		$	(15	)

Reconciliation of the Statutory Federal Income Tax Rate and the Effective Income Tax Rate

A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows:

	Fiscal Year Ended March 31,
	2020			2019			2018
Statutory federal tax rate		21.0	%		21.0	%		30.8	%
State taxes, net		6.5	%		5.6	%		2.2	%
Federal tax credit		—	%		(0.3	)%		(0.3	)%
Change in valuation reserve		(25.0	)%		(23.8	)%		51.4	%
Permanent items		(1.0	)%		(1.1	)%		(1.4	)%
Change in tax contingency reserve		0.2	%		—	%		(0.1	)%
Federal refunds		0.0	%		0.3	%		0.3	%
U.S. tax reform, corporate rate reduction		—	%		—	%		(75.2	)%
Equity compensation cancellations		0.2	%		(1.0	)%		(15.7	)%
Federal loss, ASU 2016-09		—	%		—	%		7.7	%
Other, net		(0.6	)%		(0.9	)%		0.4	%
Effective income tax rate		1.3	%		(0.2	)%		0.1	%

Schedule of Deferred Tax Assets and Liabilities

The net deferred tax assets and liabilities reported in the accompanying consolidated financial statements include the following components (dollars in thousands):

	March 31,
	2020			2019
Inventory, accruals and reserves		1,046			1,118
Interest deduction carry-forward		—			127
Federal and state operating loss carry-forwards		19,540			22,909
Tax credit carry-forwards		1,916			1,921
Equity compensation		250			288
Deferred revenue		18			(90	)
Lease liability		903			—
Lease ROU asset		(704	)		—
Fixed assets		(689	)		(781	)
Intangible assets		(248	)		(300	)
Other		121			194
Valuation allowance		(22,228	)		(25,386	)
Total net deferred tax liabilities	$	(75	)	$	—

Unrecognized Tax Benefit Activity

Orion had the following unrecognized tax benefit activity (dollars in thousands):

	Fiscal Year Ended March 31,
	2020		2019		2018
Unrecognized tax benefits as of beginning of fiscal year	$	130	$	129	$	113
Additions based on tax positions related to the current period positions		23		1		2
Additions/(Reductions) for tax positions of prior years		106		—		14
Unrecognized tax benefits as of end of fiscal year	$	259	$	130	$	129

SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Mar. 31, 2020

Stockholders Equity Note [Abstract]

Shares Issued from Treasury

Orion had the following shares issued from treasury during fiscal 2020 and fiscal 2019:

	As of March 31, 2020
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2020		512	$		3.70
Quarter Ended December 31, 2019		666	$		3.35
Quarter Ended September 30, 2019		570	$		2.85
Quarter Ended June 30, 2019		613	$		2.97
Total		2,361	$	2.85 - 3.70

	As of March 31, 2019
	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended March 31, 2019		1,581	$		0.89
Quarter Ended December 31, 2018		1,708	$		0.57
Quarter Ended September 30, 2018		938	$		0.96
Quarter Ended June 30, 2018		415	$		1.10
Total		4,642	$	0.57 - 1.10

STOCK OPTIONS AND RESTRICTED SHARES (Tables)

12 Months Ended

Mar. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in thousands):

	Fiscal Year Ended March 31,
	2020			2019		2018
Cost of product revenue	$	3		$	2	$	12
Cost of service revenue		(1	)		3		—
General and administrative		576			764		929
Sales and marketing		2			54		155
Research and development		38			2		6
	$	618		$	825	$	1,102

Summary of Outstanding Stock Options

The following table summarizes information with respect to outstanding stock options:

	Number of Shares			Weighted Average Exercise Price
Outstanding at March 31, 2017		1,520,953		$	3.36
Granted		—		$	—
Exercised		—		$	—
Forfeited		(891,286	)	$	3.51
Outstanding at March 31, 2018		629,667		$	3.36
Granted		—		$	—
Exercised		—		$	—
Forfeited		(161,831	)	$	3.61
Outstanding at March 31, 2019		467,836		$	3.14
Granted		—		$	—
Exercised		(22,362	)	$	2.51
Forfeited		(49,174	)	$	4.63
Outstanding at March 31, 2020		396,300		$	2.80
Exercisable at March 31, 2020		396,300

Schedule of Range of Exercise Prices

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2020:

	March 31, 2020
	Outstanding and Vested		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$1.62 - 2.20		133,292		1.79	$	1.92
$2.41 - 2.75		98,936		2.22		2.48
$2.86 - 4.28		164,072		0.86		3.70
		396,300		1.48	$	2.80

Summary of Restricted Shares Granted

During fiscal 2020, Orion granted restricted shares as follows:

Balance at March 31, 2019		1,312,593
Shares issued		279,468
Shares vested		(669,238	)
Shares forfeited		(150,103	)
Shares outstanding at March 31, 2020		772,720
Per share price on grant date	$2.69 - 3.03

Schedule of Unrecognized Compensation Cost Related to Non-vested Awards

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2020 is expected to be recognized as follows (dollars in thousands):

Fiscal 2021	$	502
Fiscal 2022		310
Fiscal 2023		108
Fiscal 2024		12
Thereafter		6
	$	938
Remaining weighted average expected term	2.1 years

SEGMENT DATA (Tables)

12 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Information

	Revenues						Operating Income (Loss)
	For the year ended March 31,						For the year ended March 31,
(dollars in thousands)	2020		2019		2018		2020			2019			2018
Segments:
Engineered Systems	$	122,744	$	30,925	$	23,827	$	16,164		$	(1,237	)	$	(3,792	)
Distribution Services		15,087		24,173		27,906		(852	)		(1,742	)		(325	)
U.S. Markets		13,010		10,656		8,567		2,447			1,132			(3,123	)
Corporate and Other		—		—		—		(4,649	)		(4,310	)		(5,741	)
	$	150,841	$	65,754	$	60,300	$	13,110		$	(6,157	)	$	(12,981	)

	Depreciation and Amortization For the year ended March 31,						Capital Expenditures For the year ended March 31,
	2020		2019		2018		2020		2019		2018
Segments:
Engineered Systems	$	1,013	$	774	$	988	$	302	$	165	$	151
Distribution Services		187		485		275		81		44		217
U.S. Markets		126		233		267		78		31		73
Corporate and Other		236		291		481		353		215		71
	$	1,562	$	1,783	$	2,011	$	814	$	455	$	512

	Total Assets
	March 31, 2020		March 31, 2019
Segments:
Engineered Systems	$	22,354	$	28,486
Distribution Services		5,502		5,704
U.S. Markets		4,859		4,578
Corporate and Other		39,848		17,253
	$	72,563	$	56,021

RESTRUCTURING EXPENSE (Tables)

12 Months Ended

Mar. 31, 2020

Restructuring And Related Activities [Abstract]

Restructuring Costs

Orion’s restructuring expense for the 12 months ended March 31, 2020 and March 31, 2019 is reflected within its consolidated statements of operations as follows (dollars in thousands):

	Year Ended March 31,		Year Ended March 31,
	2020		2019
Cost of product revenue	$	82	$	—
Cost of product service		74		—
General and administrative		28		26
Sales and marketing		207		17
Total	$	391	$	43

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

	Year Ended March 31,		Year Ended March 31,
	2020		2019
Orion Engineered Systems	$	139	$	—
Orion Distribution Systems		142		12
Corporate and Other		110		31
Total	$	391	$	43

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Mar. 31, 2020

Quarterly Financial Data [Abstract]

Schedule of Quarterly Financial Information

Summary quarterly results for the years ended March 31, 2020 and March 31, 2019 are as follows:

	Three Months Ended
	March 31, 2020			Dec 31, 2019		Sep 30, 2019		Jun 30, 2019		Total
	(in thousands, except per share amounts)
Total revenue	$	25,892		$	34,249	$	48,322	$	42,378	$	150,841
Gross profit	$	5,775		$	8,274	$	12,791	$	10,283	$	37,123
Net income (loss) ⁽¹⁾	$	(531	)	$	2,304	$	6,721	$	3,968	$	12,462
Basic net income (loss) per share	$	(0.02	)	$	0.08	$	0.22	$	0.13	$	0.41
Shares used in basic per share calculation		30,259			30,244		30,189		29,723		30,105
Diluted net loss per share	$	(0.02	)	$	0.07	$	0.22	$	0.13	$	0.40
Shares used in diluted per share calculation		30,259			30,824		30,830		30,551		30,965

	Three Months Ended
	Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Total
	(in thousands, except per share amounts)
Total revenue	$	22,443		$	16,291		$	13,198		$	13,822		$	65,754
Gross profit	$	4,384		$	4,170		$	2,542		$	3,456		$	14,552
Net loss	$	(882	)	$	(662	)	$	(2,438	)	$	(2,692	)	$	(6,674	)
Basic net loss per share	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.09	)	$	(0.23	)
Shares used in basic per share calculation		29,590			29,569			29,488			29,070			29,430
Diluted net loss per share	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.09	)	$	(0.23	)
Shares used in diluted per share calculation		29,590			29,569			29,488			29,070			29,430

(1)	Includes a $0.4 million restructuring charge during the three months ended March 31, 2020.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)		12 Months Ended
	Apr. 02, 2019 USD ($)	Mar. 31, 2020 USD ($) Customer financial_instituion Supplier shares	Mar. 31, 2019 USD ($) Customer Supplier shares	Mar. 31, 2018 USD ($) Customer shares	Apr. 01, 2019 USD ($)
Concentration of Credit Risk and Other Risks and Uncertainties
Revenue		$ 149,209,000
Deferred tax assets valuation allowance		$ 3,200,000
Issuance of stock options \| shares		0	0	0
Number of financial institutions \| financial_instituion		2
Number of supplier more than ten percent of cost of revenue \| Supplier		1	0
Number of customer more than ten percent of revenue \| Customer		1	1	2
Number of customer more than ten percent of accounts receivable \| Customer		2	1
Operating lease assets		$ 2,745,000
Operating lease liability		$ 3,521,000
ASC 842
Concentration of Credit Risk and Other Risks and Uncertainties
Operating lease assets					$ 200,000
Operating lease liability					$ 200,000
Retained earnings	$ 0
Cost of revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		11.80%
Revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		74.10%	20.70%	11.70%
Revenue \| Customer Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage				10.80%
Accounts Receivable \| Credit Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		37.30%	56.20%
Accounts Receivable \| Credit Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		13.00%
Transferred over time
Concentration of Credit Risk and Other Risks and Uncertainties
Revenue		$ 0	$ 0
Deferred Bonus
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, accrued expenses		$ 800,000	$ 0	$ 0
Deferred Bonus \| Minimum
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, percentage		50.00%	50.00%	50.00%
Discretionary bonus payments, positive net income achievement			$ 100,000
Deferred Bonus \| Maximum
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, percentage		100.00%	100.00%	100.00%

REVENUE - Narrative (Details) - USD ($)	3 Months Ended								12 Months Ended
REVENUE - Narrative (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Disaggregation Of Revenue [Line Items]
Cumulative effect of initially applying new standards	$ 400,000								$ 400,000
Revenues									149,209,000
Total revenue	25,892,000	$ 34,249,000	$ 48,322,000	$ 42,378,000	$ 22,443,000	$ 16,291,000	$ 13,198,000	$ 13,822,000	$ 150,841,000	$ 65,754,000	$ 60,300,000
Percentage of contract for sale equal monthly progress payments									90.00%
Proceeds from sale of revenue earned but not billed									$ 4,400,000	6,900,000
Gain (loss) on sale of revenue earned but not billed									$ (100,000)	(300,000)
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	39,000				$ 700,000				$ 39,000	700,000
Contract assets	$ 600,000								600,000
Contract liabilities									31,000
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									1,400,000
Sale of tax credits
Disaggregation Of Revenue [Line Items]
Total revenue									200,000
Legacy solar facilities
Disaggregation Of Revenue [Line Items]
Total revenue									100,000
Transferred over time
Disaggregation Of Revenue [Line Items]
Revenues									$ 0	$ 0

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									$ 149,209
Revenue accounted for under other guidance									1,632
Total revenue	$ 25,892	$ 34,249	$ 48,322	$ 42,378	$ 22,443	$ 16,291	$ 13,198	$ 13,822	150,841	$ 65,754	$ 60,300
Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									111,720
Revenue accounted for under other guidance									1,632
Total revenue									113,352	56,261	55,595
Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									37,489
Revenue accounted for under other guidance									0
Total revenue									37,489	$ 9,493	$ 4,705
Federal government
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									1,301
Federal government \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									922
Federal government \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									379
Commercial and industrial
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									147,852
Commercial and industrial \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									110,742
Commercial and industrial \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									37,110
Total lighting
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									149,153
Total lighting \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									111,664
Total lighting \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									37,489
Solar energy related revenues
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									56
Solar energy related revenues \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									56
Solar energy related revenues \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									$ 0

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Revenue From Contract With Customer [Abstract]
Accounts receivable, net	$ 10,427	$ 14,804
Contract assets	1,082	3,005
Contract liabilities	$ 31	$ 48

ACCOUNTS RECEIVABLE (Narrative) (Details)	12 Months Ended
ACCOUNTS RECEIVABLE (Narrative) (Details)	Mar. 31, 2020
Receivables [Abstract]
Accounts receivable, minimum period due	30 days
Accounts receivable, maximum period due	60 days

ACCOUNTS RECEIVABLE (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Receivables [Abstract]
Accounts receivable, gross	$ 10,455	$ 15,011
Allowance for doubtful accounts	(28)	(207)
Accounts receivable, net	$ 10,427	$ 14,804

INVENTORIES (Narrative) (Details)	12 Months Ended
INVENTORIES (Narrative) (Details)	Mar. 31, 2020
Minimum
Inventory [Line Items]
Inventory consideration usage	9 months
Maximum
Inventory [Line Items]
Inventory consideration usage	12 months

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Cost
Raw materials and components	$ 9,639	$ 9,161
Work in process	699	1,010
Finished goods	6,598	6,056
Total	16,936	16,227
Reserve
Raw materials and components	(1,244)	(1,393)
Work in process	(305)	(269)
Finished goods	(880)	(1,162)
Total	(2,429)	(2,824)
Net
Raw materials and components	8,395	7,768
Work in process	394	741
Finished goods	5,718	4,894
Total	$ 14,507	$ 13,403

PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Property and equipment
Gross property and equipment	$ 34,530	$ 34,491
Less: accumulated depreciation and amortization	(22,713)	(22,481)
Net property and equipment	11,817	12,010
Land and land improvements
Property and equipment
Gross property and equipment	433	433
Buildings and building improvements
Property and equipment
Gross property and equipment	9,470	9,245
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,270	7,238
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	12,021	12,211
Construction in progress
Property and equipment
Gross property and equipment	$ 15	$ 43

PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Property Plant And Equipment [Abstract]
Depreciation	$ 1,203	$ 1,339	$ 1,404
Interest capitalized for construction in progress	$ 0	$ 0

PROPERTY AND EQUIPMENT (Useful Lives) (Details)	12 Months Ended
PROPERTY AND EQUIPMENT (Useful Lives) (Details)	Mar. 31, 2020
Land improvements \| Minimum
Property and equipment
Property, plant and equipment, useful life	10 years
Land improvements \| Maximum
Property and equipment
Property, plant and equipment, useful life	15 years
Buildings and building improvements \| Minimum
Property and equipment
Property, plant and equipment, useful life	10 years
Buildings and building improvements \| Maximum
Property and equipment
Property, plant and equipment, useful life	39 years
Furniture, fixtures and office equipment \| Minimum
Property and equipment
Property, plant and equipment, useful life	2 years
Furniture, fixtures and office equipment \| Maximum
Property and equipment
Property, plant and equipment, useful life	10 years
Leasehold Improvements
Property and equipment
Property, plant and equipment, useful life	Shorter of asset life or life of lease
Equipment leased to customers under Power Purchase Agreements
Property and equipment
Property, plant and equipment, useful life	20 years
Plant equipment \| Minimum
Property and equipment
Property, plant and equipment, useful life	3 years
Plant equipment \| Maximum
Property and equipment
Property, plant and equipment, useful life	10 years

LEASES (Narrative) (Details) $ in Millions	1 Months Ended	12 Months Ended
LEASES (Narrative) (Details) $ in Millions	Jan. 31, 2020 ft²	Mar. 31, 2020 USD ($)	Apr. 01, 2020	Feb. 28, 2014 ft²
Lessee Lease Description [Line Items]
Lessee, operating lease, option to terminate		The prior lease agreement for this facility provided the lessor the right to terminate the lease agreement at any time with 12 months’ notice to Orion. As a result, the agreement was previously classified as a short-term lease.
Lessee, operating lease, existence of option to terminate		true
Operating lease, weighted average discount rate		5.50%
Operating lease, weighted average remaining lease term		5 years 9 months 18 days
Operating lease costs \| $		$ 0.7
Lessor, Operating Lease, Existence of Option to Extend [true false]		true
Manitowoc, WI
Lessee Lease Description [Line Items]
Area of leased property	196,000
Lease term of agreement	10 years
Lessee, sale leaseback, option to terminate, minimum period	6 years
Jacksonville Florida
Lessee Lease Description [Line Items]
Area of operating leased property				10,500
Extended expiry date of lease		Jun. 30, 2020
Jacksonville Florida \| Subsequent Event
Lessee Lease Description [Line Items]
Lease extension term			3 years

LEASES (Summary of Assets Leased from Third Parties) (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Leases [Abstract]
Operating lease assets	$ 2,745
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssetsNoncurrent
Operating lease liabilities current	$ 691
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesCurrent
Operating lease liabilities non-current	$ 2,830
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesNoncurrent
Total lease liabilities	$ 3,521

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Leases [Abstract]
Fiscal 2021	$ 692
Fiscal 2022	675
Fiscal 2023	693
Fiscal 2024	714
Fiscal 2025	735
Thereafter	628
Total lease payments	4,137
Less: Interest	(616)
Present value of lease liabilities	$ 3,521

LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2020 USD ($)
Leases [Abstract]
Product revenue	$ 1,362
Cost of product revenue	$ 1,208

OTHER INTANGIBLE ASSETS (Useful Lives) (Details)	12 Months Ended
OTHER INTANGIBLE ASSETS (Useful Lives) (Details)	Mar. 31, 2020
Patents
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life descrption	Straight-line
Patents \| Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Patents \| Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	17 years
Licenses
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life descrption	Straight-line
Licenses \| Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Licenses \| Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life descrption	Accelerated based upon the pattern of economic benefits consumed
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Intangible assets, useful life descrption	Accelerated based upon the pattern of economic benefits consumed
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Intangible assets, useful life descrption	Straight-line

OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2020
Weighted Average
Segment Reporting Information [Line Items]
Intangible assets, useful life		5 years 1 month 17 days
Trade name and trademarks
Segment Reporting Information [Line Items]
Impairment write-off of intangible assets	$ 0.7

OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,338	$ 8,232
Accumulated Amortization	(6,122)	(5,763)
Intangible Assets, Net	2,216	2,469
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,766	2,667
Accumulated Amortization	(1,700)	(1,529)
Intangible Assets, Net	1,066	1,138
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	58	58
Accumulated Amortization	(58)	(58)
Intangible Assets, Net	0	0
Trade name and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,014	1,007
Accumulated Amortization	0	0
Intangible Assets, Net	1,014	1,007
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,600	3,600
Accumulated Amortization	(3,545)	(3,459)
Intangible Assets, Net	55	141
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	900	900
Accumulated Amortization	(819)	(717)
Intangible Assets, Net	$ 81	$ 183

OTHER INTANGIBLE ASSETS (Summary of Estimated Amortization Expense) (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2021	$ 292
Fiscal 2022	194
Fiscal 2023	103
Fiscal 2024	99
Fiscal 2025	91
Thereafter	423
Total	$ 1,202

OTHER INTANGIBLE ASSETS (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 359	$ 444	$ 607
Cost of product revenue
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	171	171	159
Cost of product revenue \| Patents
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	171	171	159
Operating Expenses
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	188	273	448
Operating Expenses \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	86	133	272
Operating Expenses \| Developed technology
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	102	135	156
Operating Expenses \| Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0	$ 5	$ 20

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Other Liabilities Disclosure [Abstract]
Compensation and benefits	$ 2,594	$ 1,212
Sales tax	513	713
Contract costs	1,173	3,293
Legal and professional fees	312	356
Warranty	708	282
Sales returns reserve	98	141
Credits due to customers	932	987
Other accruals	898	426
Total	$ 7,228	$ 7,410

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	12 Months Ended
ACCRUED EXPENSES AND OTHER (Narrative) (Details)	Mar. 31, 2020
Minimum
Product Warranty Liability [Line Items]
Limited warranty term	1 year
Maximum
Product Warranty Liability [Line Items]
Limited warranty term	10 years

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Movement in Standard Product Warranty Accrual
Beginning of year	$ 657	$ 673
Reclassification on adoption of ASC 606		73
Accruals	863	158
Warranty claims (net of vendor reimbursements)	(451)	(247)
End of year	$ 1,069	$ 657

NET INCOME (LOSS) PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net income (loss)	$ (531)	$ 2,304	$ 6,721	$ 3,968	$ (882)	$ (662)	$ (2,438)	$ (2,692)	$ 12,462	$ (6,674)	$ (13,128)
Denominator:
Weighted-average common shares outstanding	30,259,000	30,244,000	30,189,000	29,723,000	29,590,000	29,569,000	29,488,000	29,070,000	30,104,552	29,429,540	28,783,830
Weighted-average effect of assumed conversion of stock options and restricted stock									860,225
Weighted-average common shares and share equivalents outstanding	30,259,000	30,824,000	30,830,000	30,551,000	29,590,000	29,569,000	29,488,000	29,070,000	30,964,777	29,429,540	28,783,830
Net income (loss) per common share:
Basic	$ (0.02)	$ 0.08	$ 0.22	$ 0.13	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.09)	$ 0.41	$ (0.23)	$ (0.46)
Diluted	$ (0.02)	$ 0.07	$ 0.22	$ 0.13	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.09)	$ 0.40	$ (0.23)	$ (0.46)

- 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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- 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.

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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 INCOME (LOSS) PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income (Loss) Per Common Share ) (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	164,072	1,780,429	2,115,466
Common stock options
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	164,072	467,836	629,667
Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)		1,312,593	1,485,799

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Long-term debt
Total long-term debt	$ 10,098	$ 9,379
Less current maturities	(35)	(96)
Long-term debt, less current maturities	10,063	9,283
Revolving credit facility
Long-term debt
Total long-term debt	10,013	9,202
Equipment debt obligations
Long-term debt
Total long-term debt	$ 85	$ 177

LONG-TERM DEBT (Narrative) (Details)				1 Months Ended	12 Months Ended
LONG-TERM DEBT (Narrative) (Details)	Nov. 21, 2019 USD ($)	Nov. 20, 2019	Oct. 26, 2018 USD ($)	Dec. 31, 2014 USD ($) contract	Mar. 31, 2020 USD ($)	Jun. 03, 2019 USD ($)	Mar. 31, 2019 USD ($)	Feb. 28, 2019 USD ($)	Jun. 30, 2015 USD ($)
Line Of Credit Facility [Line Items]
Revolving credit facility					$ 10,013,000		$ 9,202,000
Outstanding letters of credit					$ 0
Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt									$ 400,000
Stated interest rate, percentage									5.94%
Debt maturity month and year					2020-06
First Amendment
Line Of Credit Facility [Line Items]
Credit facility, maximum limit			$ 1,500,000			$ 3,000,000
Second Amendment
Line Of Credit Facility [Line Items]
Rent reserve					$ 100,000
Third Amendment
Line Of Credit Facility [Line Items]
Credit facility, maximum limit	$ 3,000,000
Credit facility maturity date	Oct. 26, 2021	Oct. 26, 2020
Third Amendment \| Foreign Currency Forward Contracts
Line Of Credit Facility [Line Items]
Credit facility, sublimit	$ 2,000,000
Credit Agreement \| Western Alliance Bank \| Line of credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility maturity date					Oct. 26, 2021
Credit facility, current limit			$ 20,150,000
Borrowing base					$ 11,200,000
Revolving credit facility					10,000,000
Credit facility,total borrowing capacity					$ 1,200,000
Annual facility fee (as a percentage)			0.45%
Interest rate					5.25%
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, sublimit			$ 2,000,000
Debt Instrument 1 \| Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt								$ 44,000
Stated interest rate, percentage								6.43%
Debt maturity month and year					2024-01
Debt Instrument 2 \| Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt								$ 30,000
Stated interest rate, percentage								8.77%
Debt maturity month and year					2024-01
December 2014 OTA Finance Program \| De Lage Landen Financial Services, Inc. \| Secured Debt
Line Of Credit Facility [Line Items]
Stated interest rate, percentage				8.36%
Debt maturity month and year				2018-04
Principal amount of secured debt				$ 400,000
"Number of individual OTA customer contracts (contract) \| contract				25

LONG-TERM DEBT (Aggregate Maturities) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Debt Disclosure [Abstract]
Fiscal 2021	$ 35
Fiscal 2022	10,027
Fiscal 2023	16
Fiscal 2024	17
Fiscal 2025	3
Total long-term debt	$ 10,098	$ 9,379

INCOME TAXES (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Current	$ 84	$ (5)	$ 4
Deferred	75	19	(19)
Total provision (benefit) for income taxes	159	14	(15)
Federal	56	3	(28)
State	$ 103	$ 11	$ 13

INCOME TAXES (Reconciliation of Tax Rates) (Details)	12 Months Ended
INCOME TAXES (Reconciliation of Tax Rates) (Details)	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21.00%	21.00%	30.80%
State taxes, net	6.50%	5.60%	2.20%
Federal tax credit	(0.00%)	(0.30%)	(0.30%)
Change in valuation reserve	(25.00%)	(23.80%)	51.40%
Permanent items	(1.00%)	(1.10%)	(1.40%)
Change in tax contingency reserve	0.20%	0.00%	(0.10%)
Federal refunds	0.00%	0.30%	0.30%
U.S. tax reform, corporate rate reduction			(0.752)
Equity compensation cancellations	0.20%	(1.00%)	(15.70%)
Federal loss, ASU 2016-09	0.00%	0.00%	7.70%
Other, net	(0.60%)	(0.90%)	0.40%
Effective income tax rate	1.30%	(0.20%)	0.10%

INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Inventory, accruals and reserves	$ 1,046	$ 1,118
Interest deduction carry-forward	0	127
Federal and state operating loss carry-forwards	19,540	22,909
Tax credit carry-forwards	1,916	1,921
Equity compensation	250	288
Deferred revenue	18	(90)
Lease liability	903	0
Lease ROU asset	(704)	0
Fixed assets	(689)	(781)
Intangible assets	(248)	(300)
Other	121	194
Valuation allowance	(22,228)	(25,386)
Total net deferred tax liabilities	$ (75)	$ 0

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2017
Operating Loss Carryforwards [Line Items]
Deferred tax assets, provisional amount			$ 9,900
Statutory federal tax rate	21.00%	21.00%	30.80%
Valuation allowance	$ 22,228	$ 25,386
Increase (decrease) in valuation allowance	(3,200)	1,600
Unrecognized tax benefits	259	$ 130	$ 129	$ 113
Unrecognized tax benefits that would impact effective tax rate	$ 200
Minimum
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	3 years
Maximum
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	5 years
Tax Year 2024 To 2040
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 128,500
Tax Not Subject To Time Restriction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 8,500
NOL carryforwards, percentage of adjusted taxable income to offset	80.00%
Domestic Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 75,300
Tax credit carryforwards	1,300
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	61,700
Tax credit carryforwards	$ 800

INCOME TAXES (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits as of beginning of fiscal year	$ 130	$ 129	$ 113
Additions based on tax positions related to the current period positions	23	1	2
Additions/(Reductions) for tax positions of prior years	106	0	14
Unrecognized tax benefits as of end of fiscal year	$ 259	$ 130	$ 129

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Long-term Purchase Commitment [Line Items]
Discretionary company contributions to retirement savings plan	$ 100	$ 9	$ 9
Inventories
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 7,700

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)		12 Months Ended			102 Months Ended
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)	Jan. 03, 2019	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2020	Aug. 31, 2010	Feb. 15, 2009
Equity Class Of Treasury Stock [Line Items]
Rights agreement extended term	3 years
Common stock purchased per right							1
Right issue share price							$ 7.00
Minimum subscription percentage		20.00%
Number of business days to trigger a distribution date		10 days
Share acquisition percentage		50.00%
Prior to a person becoming an acquiring person, the board of directors of the company's redemption rate							$ 0.001
Employee stock purchase plan, shares authorized						2,500,000
Maximum amount limit for ESPP per employee						$ 20,000
Purchase price to market price matching percentage						100.00%
2011 & 2012
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, authorized amount		$ 7,500,000			$ 7,500,000
Treasury stock acquired					3,022,349
Repurchase of common stock into treasury					$ 6,800,000
Stock repurchased during period, shares		0	0	0

SHAREHOLDERS' EQUITY (Schedule of ESPP Activity) (Details) - $ / shares	3 Months Ended								12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019
Shares issued from treasury
Shares Issued Under ESPP Plan	512	666	570	613	1,581	1,708	938	415	2,361	4,642
Closing Market Price	$ 3.70	$ 3.35	$ 2.85	$ 2.97	$ 0.89	$ 0.57	$ 0.96	$ 1.10
Minimum
Shares issued from treasury
Closing Market Price									$ 2.85	$ 0.57
Maximum
Shares issued from treasury
Closing Market Price									$ 3.70	$ 1.10

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Aug. 07, 2019	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price (usd per share)	$ 3.70
Compensation expense	$ 618	$ 825	$ 1,102
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (shares)	279,468	529,000	730,410
Compensation expense	$ 600
Weighted average grant-date fair value (usd per share)	$ 3.02
Restricted shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date (USD per share)	2.69	$ 0.84	$ 0.88
Weighted average grant-date fair value (usd per share)	2.69
Restricted shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date (USD per share)	3.03	$ 1.00	$ 1.95
Weighted average grant-date fair value (usd per share)	$ 3.03
Common stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 7
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved shares for issuance to eligible participants (in shares)				3,500,000	1,750,000
Increase in number of common stock shares available for issuance				1,750,000
Number of shares available for grant	1,725,845

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Stock-based compensation
Total	$ 618	$ 825	$ 1,102
Cost of product revenue
Stock-based compensation
Total	3	2	12
Cost of service revenue
Stock-based compensation
Total	(1)	3
General and administrative
Stock-based compensation
Total	576	764	929
Sales and marketing
Stock-based compensation
Total	2	54	155
Research and development
Stock-based compensation
Total	$ 38	$ 2	$ 6

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Outstanding Stock Options) (Details) - $ / shares	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Number of Shares
Beginning Balance (shares)	467,836	629,667	1,520,953
Granted (shares)	0	0	0
Exercised (shares)	(22,362)	0	0
Forfeited (shares)	(49,174)	(161,831)	(891,286)
Ending Balance (shares)	396,300	467,836	629,667
Number of Shares, Exercisable (shares)	396,300
Weighted Average Exercise Price
Beginning Balance (in dollars per share)	$ 3.14	$ 3.36	$ 3.36
Granted Stock Options (in dollars per share)	0	0	0
Exercised (in dollars per share)	2.51	0	0
Forfeited (in dollars per share)	4.63	3.61	3.51
Ending Balance (in dollars per share)	$ 2.80	$ 3.14	$ 3.36

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Exercise Price Range) (Details) - $ / shares	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding and Vested (shares)	396,300	467,836	629,667	1,520,953
Weighted Average Remaining Contractual Life (Years)	1 year 5 months 23 days
Weighted Average Exercise Price (usd per share)	$ 2.80	$ 3.14	$ 3.36	$ 3.36
$1.62 - 2.20
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit (usd per share)	1.62
Exercise Price Range, Upper Range Limit (usd per share)	$ 2.20
Outstanding and Vested (shares)	133,292
Weighted Average Remaining Contractual Life (Years)	1 year 9 months 14 days
Weighted Average Exercise Price (usd per share)	$ 1.92
$2.41 - 2.75
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit (usd per share)	2.41
Exercise Price Range, Upper Range Limit (usd per share)	$ 2.75
Outstanding and Vested (shares)	98,936
Weighted Average Remaining Contractual Life (Years)	2 years 2 months 19 days
Weighted Average Exercise Price (usd per share)	$ 2.48
$2.86 - 4.28
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit (usd per share)	2.86
Exercise Price Range, Upper Range Limit (usd per share)	$ 4.28
Outstanding and Vested (shares)	164,072
Weighted Average Remaining Contractual Life (Years)	10 months 9 days
Weighted Average Exercise Price (usd per share)	$ 3.70

STOCK OPTIONS AND RESTRICTED SHARES (Schedule of Restricted Shares) (Details) - Restricted shares	12 Months Ended
	Mar. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares outstanding, beginning of the period (shares)	1,312,593
Shares issued (shares)	279,468
Shares vested (shares)	(669,238)
Shares forfeited (shares)	(150,103)
Shares outstanding, end of the period (shares)	772,720
Per share price on grant date (usd per share) \| $ / shares	$ 3.02
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Per share price on grant date (usd per share) \| $ / shares	2.69
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Per share price on grant date (usd per share) \| $ / shares	$ 3.03

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2020 USD ($)
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Fiscal 2021	$ 502
Fiscal 2022	310
Fiscal 2023	108
Fiscal 2024	12
Thereafter	6
Total compensation cost	$ 938
Remaining weighted average expected term	2 years 1 month 6 days

SEGMENT DATA (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Corporate and Other
Revenues	$ 25,892	$ 34,249	$ 48,322	$ 42,378	$ 22,443	$ 16,291	$ 13,198	$ 13,822	$ 150,841	$ 65,754	$ 60,300
Operating Income (Loss)									13,110	(6,157)	(12,981)
Depreciation and Amortization									1,562	1,783	2,011
Capital Expenditures									814	455	512
Operating Segments \| U.S. Markets
Corporate and Other
Revenues									13,010	10,656	8,567
Operating Income (Loss)									2,447	1,132	(3,123)
Depreciation and Amortization									126	233	267
Capital Expenditures									78	31	73
Operating Segments \| Engineered Systems
Corporate and Other
Revenues									122,744	30,925	23,827
Operating Income (Loss)									16,164	(1,237)	(3,792)
Depreciation and Amortization									1,013	774	988
Capital Expenditures									302	165	151
Operating Segments \| Distribution Services
Corporate and Other
Revenues									15,087	24,173	27,906
Operating Income (Loss)									(852)	(1,742)	(325)
Depreciation and Amortization									187	485	275
Capital Expenditures									81	44	217
Corporate and Other
Corporate and Other
Operating Income (Loss)									(4,649)	(4,310)	(5,741)
Depreciation and Amortization									236	291	481
Capital Expenditures									$ 353	$ 215	$ 71

SEGMENT DATA (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Corporate and Other
Total Assets	$ 72,563	$ 56,021
Operating Segments \| U.S. Markets
Corporate and Other
Total Assets	4,859	4,578
Operating Segments \| Engineered Systems
Corporate and Other
Total Assets	22,354	28,486
Operating Segments \| Distribution Services
Corporate and Other
Total Assets	5,502	5,704
Corporate and Other
Corporate and Other
Total Assets	$ 39,848	$ 17,253

RESTRUCTURING EXPENSE (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019
Restructuring And Related Activities [Abstract]
Total restructuring charges	$ 400	$ 391	$ 43

RESTRUCTURING EXPENSE (Restructuring by Statement of Operations Location) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 400	$ 391	$ 43
Cost of product revenue
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		82
Cost of product service
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		74
General and administrative
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		28	26
Sales and marketing
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		$ 207	$ 17

RESTRUCTURING EXPENSE (Restructuring by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 400	$ 391	$ 43
Operating Segments \| Orion Engineered Systems
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		139
Operating Segments \| Orion Distribution Systems
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		142	12
Corporate and Other
Restructuring Cost And Reserve [Line Items]
Total restructuring charges		$ 110	$ 31

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Selected Quarterly Financial Information [Abstract]
Total revenue	$ 25,892	$ 34,249	$ 48,322	$ 42,378	$ 22,443	$ 16,291	$ 13,198	$ 13,822	$ 150,841	$ 65,754	$ 60,300
Gross profit	5,775	8,274	12,791	10,283	4,384	4,170	2,542	3,456	37,123	14,552	14,672
Net income (loss)	$ (531)	$ 2,304	$ 6,721	$ 3,968	$ (882)	$ (662)	$ (2,438)	$ (2,692)	$ 12,462	$ (6,674)	$ (13,128)
Basic net income (loss) per share	$ (0.02)	$ 0.08	$ 0.22	$ 0.13	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.09)	$ 0.41	$ (0.23)	$ (0.46)
Shares used in basic per share calculation	30,259,000	30,244,000	30,189,000	29,723,000	29,590,000	29,569,000	29,488,000	29,070,000	30,104,552	29,429,540	28,783,830
Diluted net income (loss) per share	$ (0.02)	$ 0.07	$ 0.22	$ 0.13	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.09)	$ 0.40	$ (0.23)	$ (0.46)
Shares used in diluted per share calculation	30,259,000	30,824,000	30,830,000	30,551,000	29,590,000	29,569,000	29,488,000	29,070,000	30,964,777	29,429,540	28,783,830

- Definition

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

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

+ References + Details

QUARTERLY FINANCIAL DATA (UNAUDITED) (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019
Selected Quarterly Financial Information [Abstract]
Restructuring charge	$ 400	$ 391	$ 43