UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
OR
Commission file number
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification number) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the act:
Title of Each Class |
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Trading Symbol (s) |
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Name of Each Exchange on Which Registered |
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(NASDAQ Capital Market) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an "emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
ORION ENERGY SYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
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Page(s) |
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ITEM 1. |
3 |
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Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2022 |
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4 |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. |
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ITEM 4. |
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ITEM 1. |
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ITEM 1A. |
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ITEM 2. |
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ITEM 5. |
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ITEM 6. |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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December 31, 2022 |
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March 31, 2022 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Revenue earned but not billed |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Other intangible assets, net |
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Deferred tax assets |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other |
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Deferred revenue, current |
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Current maturities of long-term debt |
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Total current liabilities |
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Revolving credit facility |
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Long-term debt, less current maturities |
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Deferred revenue, long-term |
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Other long-term liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, |
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Additional paid-in capital |
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Treasury stock, common shares: |
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Retained deficit |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Statements.
3
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
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Three Months Ended December 31, |
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Nine Months Ended December 31, |
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2022 |
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2021 |
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2022 |
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2021 |
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Product revenue |
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$ |
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$ |
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$ |
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$ |
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Service revenue |
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Total revenue |
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Cost of product revenue |
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Cost of service revenue |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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General and administrative |
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Acquisition related costs |
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Sales and marketing |
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Research and development |
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Total operating expenses |
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(Loss) income from operations |
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Other income (expense): |
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Other income |
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Interest expense |
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Amortization of debt issue costs |
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Total other expense |
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( |
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( |
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(Loss) income before income tax |
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Income tax expense |
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Net (loss) income |
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$ |
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$ |
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$ |
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$ |
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Basic net (loss) income per share attributable to |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding |
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Diluted net (loss) income per share |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares and share |
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The accompanying notes are an integral part of these Condensed Consolidated Statements.
4
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
(in thousands, except share amounts)
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Shareholders’ Equity |
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Common Stock |
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Shares |
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Additional |
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Treasury |
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Retained |
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Total |
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Balance, March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Exercise of stock options for cash |
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— |
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— |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Employee tax withholdings on stock-based |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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Balance, June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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Balance, September 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock for acquisition |
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— |
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— |
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Issuance of common stock for services |
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— |
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— |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Employee tax withholdings on stock-based |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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( |
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Balance, December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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5
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share amounts)
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Shareholders’ Equity |
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Common Stock |
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Shares |
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Additional |
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Treasury |
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Retained |
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Total |
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Balance, March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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Exercise of stock options for cash |
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— |
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— |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Employee tax withholdings on stock-based |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance, June 30, 2021 |
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$ |
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$ |
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$ |
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Exercise of stock options for cash |
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— |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Employee tax withholdings on stock-based |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance, September 30, 2021 |
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$ |
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$ |
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$ |
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Exercise of stock options for cash |
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— |
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— |
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Shares issued under Employee Stock Purchase |
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— |
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Stock-based compensation |
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— |
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Employee tax withholdings on stock-based |
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— |
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— |
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Net income |
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— |
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— |
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Balance, December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Statements.
6
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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