0000950170-23-027474 | 10-K | XBRL Viewer

STOCK OPTIONS AND RESTRICTED SHARES (Tables)

12 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

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


	Fiscal Year Ended March 31,
	2023		2022		2021
Cost of product revenue	$	4	$	5	$	4
General and administrative		1,596		793		716
Sales and marketing		8		12		29
Research and development		4		3		4
	$	1,612	$	813	$	753

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, 2022		142,428		$	2.28
Granted		—		$	—
Exercised		(26,646	)	$	2.18
Forfeited		(42,646	)	$	2.22
Outstanding at March 31, 2023		73,136		$	2.41
Exercisable at March 31, 2023		73,136		$	2.41

Summary of Range of Exercise Prices

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2023:


	March 31, 2023
	Outstanding and Vested Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$2.41		73,136		0.16		2.41
		73,136		0.16	$	2.41

Summary of performance-vesting restricted stock and time vesting-restricted stock

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Shares			Weighted Average Fair Value Price
Balance at March 31, 2022		450,458		$	4.80
Shares issued		856,738		$	2.16
Shares vested		(536,622	)	$	3.58
Shares forfeited		(27,120	)	$	3.96
Shares outstanding at March 31, 2023		743,454		$	2.90
Per share price on grant date	$1.82 - 2.18

Summary of Unrecognized Compensation Cost Related to Non-vested Awards

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2023 is expected to be recognized as follows (dollars in thousands):


Fiscal 2024		704
Fiscal 2025		467
Fiscal 2026		503
Thereafter		—
Total	$	1,674
Remaining weighted average expected term	2.0 years

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Mar. 31, 2023

Quarterly Financial Data [Abstract]

QUARTERLY FINANCIAL DATA (UNAUDITED)

NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED)

Summary quarterly results for the years ended March 31, 2023 and March 31, 2022 are as follows:


	Three Months Ended
	Jun 30, 2022			Sep 30, 2022			Dec 31, 2022			March 31, 2023			Total
	(in thousands, except per share amounts)
Total revenue	$	17,906		$	17,560		$	20,288		$	21,629		$	77,383
Gross profit	$	3,554		$	4,435		$	4,781		$	4,741		$	17,511
Net loss (1)	$	(2,835	)	$	(2,331	)	$	(24,059	)	$	(5,116	)	$	(34,341	)
Basic net loss per share (1)	$	(0.09	)	$	(0.07	)	$	(0.75	)	$	(0.16	)	$	(1.08	)
Shares used in basic per share calculation		31,138			31,031			32,048			32,294			31,704
Diluted net loss per share (1)	$	(0.09	)	$	(0.07	)	$	(0.75	)	$	(0.16	)	$	(1.08	)
Shares used in diluted per share calculation		31,138			31,031			32,048			32,294			31,704


	Three Months Ended
	Jun 30, 2021		Sep 30, 2021		Dec 31, 2021		Mar 31, 2022			Total
	(in thousands, except per share amounts)
Total revenue	$	35,101	$	36,510	$	30,714	$	22,058		$	124,383
Gross profit	$	10,230	$	10,788	$	7,641	$	5,253		$	33,912
Net income (loss)	$	2,510	$	3,659	$	1,102	$	(1,180	)	$	6,091
Basic net income (loss) per share	$	0.08	$	0.12	$	0.04	$	(0.04	)	$	0.20
Shares used in basic per share calculation		30,860		31,031		31,085		31,097			31,018
Diluted net income (loss) per share	$	0.08	$	0.12	$	0.04	$	(0.04	)	$	0.19
Shares used in diluted per share calculation		31,290		31,288		31,235		31,097			31,295

(1)

Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

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.

ACCRUED EXPENSES AND OTHER

12 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSES AND OTHER

NOTE 10 — ACCRUED EXPENSES AND OTHER

As of March 31, 2023 and March 31, 2022, Accrued expenses and other included the following (dollars in thousands):


	March 31, 2023		March 31, 2022
Accrued acquisition earn-out	$	3,000	$	234
Other accruals		2,598		1,987
Compensation and benefits		1,412		1,668
Credits due to customers		1,310		1,209
Accrued project costs		1,218		2,215
Warranty		497		728
Sales tax		274		157
Legal and professional fees		172		106
Sales returns reserve		71		123
Total	$	10,552	$	8,427

Accrued earn-out is related to recent acquisitions. Refer to discussion of acquisitions at Note 18 – Acquisitions.

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,
	2023			2022
Beginning of year	$	860		$	1,009
Accruals		382			434
Warranty claims (net of vendor reimbursements)		(596	)		(583	)
Ending balance	$	646		$	860

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS

Orion has $0.9 million of goodwill related to its purchase of Voltrek in the third quarter of fiscal 2023, which has an indefinite life, and is assigned to the EV Charging operating segment.

Orion has $0.6 million of goodwill related to its purchase of Stay-Lite Lighting during fiscal year 2022, which has an indefinite life, and is assigned to the Orion Services Group operating segment. Goodwill related to the Stay-Lite Lighting acquisition increased by $0.2 million to $0.6 million as compared to March 31, 2022. This increase was due to updates to purchase accounting within the measurement period.

See Note 18 – Acquisition for further discussion of the Stay-Lite Lighting and Voltrek acquisitions.

The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and 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
Vendor 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
Tradename	5-10 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 and goodwill 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, 2023. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2023 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 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.

Orion performed a qualitative assessment in conjunction with its annual impairment test of its goodwill as of January 1, 2023. This qualitative assessment considered Orion segment's operating results for the first nine months of fiscal 2023 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 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.

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


	March 31, 2023									March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Useful Life		Gross Carrying Amount		Accumulated Amortization			Net
Amortized Intangible Assets
Patents	$	2,521	$	(1,930	)	$	591		8.1	$	2,652	$	(1,932	)	$	720
Licenses		58		(58	)		—		—		58		(58	)		—
Trade name and trademarks		464		(73	)		391		4.3		118		(6	)		112
Customer relationships		5,509		(3,914	)		1,595		3.9		4,178		(3,618	)		560
Vendor relationships		2,600		(183	)		2,417		6.5		—		—			—
Developed technology		900		(900	)		—		—		900		(900	)		—
Total Amortized Intangible Assets	$	12,052	$	(7,058	)	$	4,994		5.6	$	7,906	$	(6,514	)	$	1,392

Indefinite-lived Intangible Assets
Trade name and trademarks	$	1,010	$	—		$	1,010			$	1,012	$	—		$	1,012
Total Indefinite-lived Intangible Assets	$	1,010	$	—		$	1,010			$	1,012	$	—		$	1,012

Total Other Intangible Assets	$	13,062	$	(7,058	)	$	6,004			$	8,918	$	(6,514	)	$	2,404

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


Fiscal 2024	$	1,093
Fiscal 2025		1,084
Fiscal 2026		846
Fiscal 2027		588
Fiscal 2028		517
Thereafter		866
	$	4,994

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


	Fiscal Year Ended March 31,
	2023		2022		2021
Amortization included in cost of sales:
Patents	$	107	$	183	$	175
Total	$	107	$	183	$	175
Amortization included in operating expenses:
Customer relationships	$	296	$	27	$	47
Vendor relationships		183		—		—
Developed technology		—		11		68
Tradename		67		6		—
Total		546		44		115
Total amortization of intangible assets	$	653	$	227	$	290

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 Statements of Operations. In fiscal years 2023, 2022, and 2021, write-offs were immaterial.

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
Fiscal 2024	$ 704
Fiscal 2025	467
Fiscal 2026	503
Thereafter	0
Total	$ 1,674
Remaining weighted average expected term	2 years

INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2023

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,
	2023		2022		2021
Current	$	97	$	179	$	244
Deferred		17,881		1,980		(19,860	)
Total	$	17,978	$	2,159	$	(19,616	)

	2023		2022		2021
Federal, Current	$	—	$	—	$	—
Federal, Deferred		14,557		1,658		(16,217	)
Total Federal		14,557		1,658		(16,217	)
State, Current		97		179		244
State, Deferred		3,324		322		(3,643	)
Total State		3,421		501		(3,399	)
Total	$	17,978	$	2,159	$	(19,616	)

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,
	2023			2022			2021
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
State taxes, net		4.0	%		5.2	%		5.3	%
State tax credits, net		(1.9	)%		—	%		—	%
Change in valuation reserve		(131.3	)%		(0.4	)%		(321.4	)%
Permanent items		(1.0	)%		(1.9	)%		(3.4	)%
Change in tax contingency reserve		(0.1	)%		0.1	%		(0.5	)%
Equity compensation cancellations		(0.1	)%		0.1	%		0.6	%
State return to provision		(0.9	)%		2.3	%		(1.7	)%
Other, net		0.4	%		(0.2	)%		(0.9	)%
Effective income tax rate		(109.9	)%		26.2	%		(301.0	)%

Schedule of Deferred Tax Assets

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


	March 31,
	2023			2022
Deferred tax assets:
Inventory, accruals and reserves		680			809
Interest deduction carry-forward		71			—
Federal and state operating loss carry-forwards		18,849			16,485
Tax credit carry-forwards		1,537			1,847
Equity compensation		188			231
Deferred revenue		25			29
Lease liability		669			670
Intangible assets		984			—
Other		798			247
Total deferred tax assets		23,801			20,318
Valuation allowance		(22,731	)		(1,249	)
Deferred tax assets, net of valuation allowance		1,070			19,069

Deferred tax liabilities:
Lease ROU asset		(549	)		(518	)
Fixed assets		(598	)		(529	)
Intangible assets		—			(217	)
Total deferred tax liabilities		(1,147	)		(1,264	)

Total net deferred tax (liabilities) assets	$	(77	)	$	17,805

Unrecognized Tax Benefit Activity

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


	Fiscal Year Ended March 31,
	2023		2022			2021
Unrecognized tax benefits as of beginning of fiscal year	$	215	$	285		$	259
Additions based on tax positions related to the current period positions		1		39			123
Additions/(reductions) for tax positions of prior years		9		(109	)		(97	)
Unrecognized tax benefits as of end of fiscal year	$	225	$	215		$	285

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Cost
Raw materials and components	$ 9,988	$ 10,781
Work in process	693	1,529
Finished goods	9,313	9,593
Total	19,994	21,903
Reserve
Raw materials and components	(1,094)	(1,140)
Work in process	(135)	(267)
Finished goods	(560)	(664)
Total	(1,789)	(2,071)
Net
Raw materials and components	8,894	9,641
Work in process	558	1,262
Finished goods	8,753	8,929
Total	$ 18,205	$ 19,832

REVENUE (Tables)

12 Months Ended

Mar. 31, 2023

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, 2023 (dollars in thousands):


	Year Ended March 31, 2023						Year Ended March 31, 2022						Year Ended March 31, 2021
	Product		Services		Total		Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting product and installation	$	46,500	$	7,088	$	53,588	$	89,827	$	27,242	$	117,069	$	84,659	$	29,081	$	113,740
Maintenance Services		3,266		11,289		14,555		573		5,252		5,825		—		95		95
Electric Vehicles		4,479		1,796		6,275		—		—		—		—		—		—
Solar energy related revenues		—		—		—		42		—		42		57		—		57
Total revenues from contracts with customers		54,245		20,173		74,418		90,442		32,494		122,936		84,716		29,176		113,892
Revenue accounted for under other guidance		2,965		—		2,965		1,447		—		1,447		2,948		—		2,948
Total revenue	$	57,210	$	20,173	$	77,383	$	91,889	$	32,494	$	124,383	$	87,664	$	29,176	$	116,840

Summary of Contract Assets and Liabilities

The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2023, and March 31, 2022 (dollars in thousands):


	March 31, 2023		March 31, 2022
Accounts receivable, net	$	13,728	$	11,899
Contract assets	$	1,320	$	1,966
Contract liabilities	$	480	$	—

INCOME TAXES (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Current		$ 97	$ 179	$ 244
Deferred income tax benefit	$ 17,800	17,881	1,980	(19,860)
Total provision (benefit) for income taxes		17,978	2,159	(19,616)
Federal, Current		0	0	0
Federal, Deferred		14,557	1,658	(16,217)
Total Federal		14,557	1,658	(16,217)
State, Current		97	179	244
State, Deferred		3,324	322	(3,643)
Total State		$ 3,421	$ 501	$ (3,399)

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2023

Mar. 31, 2022

Mar. 31, 2021

Selected Quarterly Financial Information [Abstract]

Total revenue

$ 21,629

$ 20,288

$ 17,560

$ 17,906

$ 22,058

$ 30,714

$ 36,510

$ 35,101

$ 77,383

$ 124,383

$ 116,840

Gross profit

4,741

4,781

4,435

3,554

5,253

7,641

10,788

10,230

17,511

33,912

30,124

Net income (loss)

$ (5,116)

^[1]

$ (24,059)

^[1]

$ (2,331)

^[1]

$ (2,835)

^[1]

$ (1,180)

$ 1,102

$ 3,659

$ 2,510

$ (34,341)

^[1]

$ 6,091

$ 26,134

Basic net income (loss) per share

$ (0.16)

^[1]

$ (0.75)

^[1]

$ (0.07)

^[1]

$ (0.09)

^[1]

$ (0.04)

$ 0.04

$ 0.12

$ 0.08

$ (1.08)

^[1]

$ 0.20

$ 0.85

Shares used in basic per share calculation

32,294,000

32,048,000

31,031,000

31,138,000

31,097,000

31,085,000

31,031,000

30,860,000

31,703,712

31,018,356

30,634,553

Diluted net income (loss) per share

$ (0.16)

^[1]

$ (0.75)

^[1]

$ (0.07)

^[1]

$ (0.09)

^[1]

$ (0.04)

$ 0.04

$ 0.12

$ 0.08

$ (1.08)

^[1]

$ 0.19

$ 0.83

Shares used in diluted per share calculation

32,294,000

32,048,000

31,031,000

31,138,000

31,097,000

31,235,000

31,288,000

31,290,000

31,703,712

31,294,573

31,303,727

[1]	Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 65
-Paragraph 1
-Subparagraph (e)(4)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 45
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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

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-Name Accounting Standards Codification
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-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 944
-SubTopic 220
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-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

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+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

QUARTERLY FINANCIAL DATA (UNAUDITED) (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Selected Quarterly Financial Information [Abstract]
Deferred income tax benefit	$ 17,800	$ 17,881	$ 1,980	$ (19,860)

ACQUISITION (Tables)

12 Months Ended

Mar. 31, 2023

Stay-Lite Lighting, Inc.

Business Acquisition [Line Items]

Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed


(in thousands)	Preliminary Opening Balance Sheet			Adjustments			Adjusted Opening Balance Sheet
Cash	$	95		$	—		$	95
Accounts receivable		2,690			—			2,690
Revenue earned but not billed		342			—			342
Inventory		504			—			504
Prepaid expenses and other current assets		41			—			41
Property and equipment		958			(233	)		725
Goodwill		350			214			564
Other intangible assets		696			(23	)		673
Other long-term assets		537			—			537
Accounts payable		(965	)		—			(965	)
Accrued expenses and other		(550	)		58			(492	)
Other long-term liabilities		(412	)		1			(411	)
Net purchase consideration	$	4,286		$	17		$	4,303

Schedule of Intangible Assets Acquired at Date of Acquisition

The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	164		5
Customer relationships		509		8

Voltrek LLC

Business Acquisition [Line Items]

Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed


(in thousands)	Preliminary Opening Balance Sheet			Adjustments			Adjusted Opening Balance Sheet
Cash	$	416		$	—		$	416
Accounts receivable		1,438			(75	)		1,363
Revenue earned but not billed		365			(40	)		325
Inventory		880			—			880
Prepaid expenses and other current assets		39			—			39
Property and equipment		4			—			4
Goodwill		861			59			920
Other intangible assets		4,200			100			4,300
Other long-term assets		211			12			223
Accounts payable		(1,199	)		66			(1,133	)
Accrued expenses and other		(286	)		—			(286	)
Other long-term liabilities		(180	)		—			(180	)
Net purchase consideration	$	6,749		$	122		$	6,871

Schedule of Intangible Assets Acquired at Date of Acquisition

The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	300		5
Vendor relationship	$	2,600		7
Customer relationships	$	1,400		3

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	12 Months Ended
ACCRUED EXPENSES AND OTHER (Narrative) (Details)	Mar. 31, 2023
Minimum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	1 year
Maximum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	10 years

REVENUE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Revenues	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 22,058	$ 30,714	$ 36,510	$ 35,101	$ 77,383	$ 124,383	$ 116,840
Percentage of contract for sale equal monthly progress payments									90.00%
Long-term accounts receivable	0								$ 0
Proceeds from sale of revenue earned but not billed									6,300	2,800	5,100
Gain (loss) on sale of revenue earned but not billed									$ 100	13	$ 100
Revenue, Practical Expedient, Financing Component [true false]									true
Unbilled accounts receivable	0				500				$ 0	500
Contract assets	1,320				$ 1,966				1,320	$ 1,966
Contract liabilities									500
Voltrek LLC
Disaggregation Of Revenue [Line Items]
Contract assets	$ 500								500
Light fixture sales-type lease
Disaggregation Of Revenue [Line Items]
Revenues									2,800
Sale of tax credits
Disaggregation Of Revenue [Line Items]
Revenues									100
Legacy solar facilities
Disaggregation Of Revenue [Line Items]
Revenues									$ 100

LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease assets	$ 2,174	$ 2,440
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other long-term assets	Other long-term assets
Operating lease liabilities current	$ 823	$ 768
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other	Accrued expenses and other
Operating lease liabilities non-current	$ 1,826	$ 2,271
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities
Total lease liabilities	$ 2,649	$ 3,039

ACQUISITION (Narrative) (Details) - USD ($)			3 Months Ended	12 Months Ended
ACQUISITION (Narrative) (Details) - USD ($)	Oct. 05, 2022	Jan. 01, 2022	Jun. 30, 2022	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Business combination, cash purchase price						$ 5,600,000	$ 4,012,000	$ 0
Value of Common Stock						0	0
Transaction costs						800,000	500,000
Customary closing adjustments	$ 900,000
Accrued expenses						3,000,000.0
Other long-term liabilities						1,000,000.0
Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Business combination, cash purchase price		$ 4,300,000	$ 4,000,000.0
Purchase price		4,300,000
Business combination, working capital adjustment received			$ 100,000
Business combination, estimate of earn-out liability		200,000				200,000
Net sales							2,700,000
Operating income							700,000	25,500
Business acquisition, pro forma operating income loss							6,000,000.0
Pro forma revenue							131,300,000
Stay-Lite Lighting, Inc. \| Maximum [Member]
Business Acquisition [Line Items]
Business combination, earnout related purchase price		$ 700,000
Voltrek LLC
Business Acquisition [Line Items]
Business combination, cash purchase price	5,000,000.0
Value of Common Stock	1,000,000.0
Recorded in opening balance sheet	800,000
Business combination additional earnout related purchase price						3,000,000.0
Purchase price	$ 6,900,000
Payments for previous acquisition, shares	$ 620,067
Business acquisition, pro forma operating income loss						(33,500,000)	5,900,000
Pro forma revenue						$ 79,800,000	$ 128,000,000.0	$ 125,400,000
Voltrek LLC \| Subsequent Event
Business Acquisition [Line Items]
Business combination additional earnout related purchase price				$ 7,150,000	$ 3,500,000

ACCOUNTS RECEIVABLE (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Receivables [Abstract]
Accounts receivable, gross	$ 13,814	$ 11,907
Allowance for doubtful accounts	(86)	(8)
Accounts receivable, net	$ 13,728	$ 11,899

SEGMENT DATA

12 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

SEGMENT DATA

NOTE 17 — SEGMENT DATA

Orion has the following business segments: Orion Services Group Division (“OSG”), Orion Distribution Services Division (“ODS”), Orion U.S. Markets Division (“USM”) and Orion Electric Vehicle Charging Systems Division ("EV Division"). The accounting policies are the same for each business segment as they are on a consolidated basis.

Orion Services Group Division

The OSG segment (a) develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems and (b) provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities. OSG 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

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

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

Orion Electric Vehicle Charging Division

Our EV Division segment offers leading electric vehicle charging expertise and provides turnkey installation solutions with ongoing support to all commercial verticals.

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.


	Revenues						Operating Income (Loss)
	For the year ended March 31,						For the year ended March 31,
(dollars in thousands)	2023		2022		2021		2023			2022			2021
Segments:
Orion Services Group	$	38,002	$	82,568	$	84,243	$	(6,982	)	$	6,462		$	7,472
Orion Distribution Services		15,395		22,209		21,122		(186	)		3,114			2,430
Orion U.S. Markets		17,710		19,606		11,475		1,605			3,963			1,683
Orion Electric Vehicle Charging Systems		6,275		—		—		(4,133	)		—			—
Corporate and Other		—		—		—		(6,289	)		(5,148	)		(4,749	)
	$	77,383	$	124,383	$	116,840	$	(15,985	)	$	8,391		$	6,836


	Depreciation and Amortization For the year ended March 31,						Capital Expenditures For the year ended March 31,
	2023		2022		2021		2023		2022		2021
Segments:
Orion Services Group	$	987	$	997	$	913	$	227	$	224	$	516
Orion Distribution Services		195		205		231		17		63		158
Orion U.S. Markets		229		185		128		21		58		107
Orion Electric Vehicle Charging Systems		465		—		—		5		—		—
Corporate and Other		219		229		208		316		153		121
	$	2,095	$	1,616	$	1,480	$	586	$	498	$	902


	Total Assets
	March 31, 2023		March 31, 2022
Segments:
Orion Services Group	$	19,167	$	26,642
Orion Distribution Services		6,021		6,723
Orion U.S. Markets		10,191		8,017
Orion Electric Vehicle Charging Systems		11,502		—
Corporate and Other		24,698		45,435
	$	71,579	$	86,817

Orion’s revenue outside the United States was $0.2 million in fiscal 2023 and $0.0 million in fiscal 2022 and fiscal 2021, respectively. Orion has no long-lived assets outside the United States.

Fiscal 2022 Operating Income above includes a payroll tax credit, in accordance with IAS 20.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,369	$ 1,327	$ 1,190
Interest capitalized for construction in progress	$ 0	$ 0

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued acquisition earnout	$ 3,000	$ 234
Other accruals	2,598	1,987
Compensation and benefits	1,412	1,668
Credits due to customers	1,310	1,209
Accrued project costs	1,218	2,215
Warranty	497	728
Sales tax	274	157
Legal and professional fees	172	106
Sales returns reserve	71	123
Total	$ 10,552	$ 8,427

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Long-term Purchase Commitment [Line Items]
Discretionary company contributions to retirement savings plan	$ 0.2	$ 0.1	$ 0.1
Inventories
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 9.0

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)		12 Months Ended
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)	Jan. 03, 2019	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Aug. 31, 2010
Equity Class Of Treasury Stock [Line Items]
Rights agreement extended term	3 years
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%
Issuance of common stock in connection with acquisition		$ 800,000	$ 0	$ 0
At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Sale of share		0
Maximum [Member]
Equity Class Of Treasury Stock [Line Items]
Proceeds from issuance of debt or sale of equity securities		$ 100,000,000
Maximum [Member] \| At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Issuance of common stock in connection with acquisition				$ 50,000,000

ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Mar. 31, 2023

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):


	2023			2022
Accounts receivable, gross	$	13,814		$	11,907
Allowance for doubtful accounts		(86	)		(8	)
Accounts receivable, net	$	13,728		$	11,899

SUBSEQUENT EVENTS

12 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19 — 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.

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Movement in Standard Product Warranty Accrual
Beginning of year	$ 860	$ 1,009
Accruals	382	434
Warranty claims (net of vendor reimbursements)	(596)	(583)
End of year	$ 646	$ 860

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 12,052	$ 7,906
Accumulated Amortization	(7,058)	6,514
Amortized Intangible Assets, Net	$ 4,994	1,392
Amortized Intangible Assets, Weighted Average Useful Life	5 years 7 months 6 days
Indefinite-lived Intangible Assets	$ 1,010	1,012
Other Intangible Assets, Gross Carrying Amount	13,062	8,918
Other Intangible Assets, Net	6,004	2,404
Trade name and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	1,010	1,012
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	2,521	2,652
Accumulated Amortization	(1,930)	(1,932)
Amortized Intangible Assets, Net	$ 591	720
Amortized Intangible Assets, Weighted Average Useful Life	8 years 1 month 6 days
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 58	58
Accumulated Amortization	(58)	(58)
Amortized Intangible Assets, Net	$ 0	0
Amortized Intangible Assets, Weighted Average Useful Life	0 years
Trade name and trademarks
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 464	118
Accumulated Amortization	(73)	(6)
Amortized Intangible Assets, Net	$ 391	112
Amortized Intangible Assets, Weighted Average Useful Life	4 years 3 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 5,509	4,178
Accumulated Amortization	(3,914)	(3,618)
Amortized Intangible Assets, Net	$ 1,595	560
Amortized Intangible Assets, Weighted Average Useful Life	3 years 10 months 24 days
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 2,600	0
Accumulated Amortization	(183)	0
Amortized Intangible Assets, Net	$ 2,417	0
Amortized Intangible Assets, Weighted Average Useful Life	6 years 6 months
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 900	900
Accumulated Amortization	(900)	(900)
Amortized Intangible Assets, Net	$ 0	$ 0
Amortized Intangible Assets, Weighted Average Useful Life	0 years

NET INCOME (LOSS) PER COMMON SHARE (Tables)

12 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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

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


	Fiscal Year Ended March 31,
	2023			2022		2021
Numerator:
Net (loss) income (dollars in thousands)	$	(34,341	)	$	6,091	$	26,134
Denominator:
Weighted-average common shares outstanding		31,703,712			31,018,356		30,634,553
Weighted-average effect of assumed conversion of stock options and restricted stock		—			276,217		669,174
Weighted-average common shares and share equivalents outstanding		31,703,712			31,294,573		31,303,727
Net (loss) income per common share:
Basic	$	(1.08	)	$	0.20	$	0.85
Diluted	$	(1.08	)	$	0.19	$	0.83

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

The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income 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,
	2023		2022		2021
Common stock options		—		—		—
Restricted shares		—		17,803		—
Total		—		17,803		—

LONG-TERM DEBT (Tables)

12 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt as of March 31, 2023 and 2022 consisted of the following (dollars in thousands):


	March 31,
	2023			2022
Revolving credit facility	$	10,000		$	—
Equipment debt obligations		20			35
Total long-term debt		10,020			35
Less current maturities		(17	)		(16	)
Long-term debt, less current maturities	$	10,003		$	19

Schedule of Maturities of Long-Term Debt

Aggregate Maturities

As of March 31, 2023, aggregate maturities of long-term debt were as follows (dollars in thousands):


Fiscal 2024	$	17
Fiscal 2025		3
Fiscal 2026		10,000
	$	10,020

LEASES (Narrative) (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
LEASES (Narrative) (Details) - USD ($) $ in Thousands	Jan. 31, 2020	Feb. 28, 2014	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Lessee Lease Description [Line Items]
Lessee, operating lease, existence of option to terminate				true
Term of other leases			5 years
Operating lease, weighted average discount rate			5.40%
Operating lease, weighted average remaining lease term			3 years
Operating lease costs			$ 1,600
Annual lease payment			$ 0	$ 0	$ 0
Lessor, Operating Lease, Existence of Option to Extend [true false]				true	true
Manitowoc, WI
Lessee Lease Description [Line Items]
Lease term of agreement	10 years
Lessee, sale leaseback, option to terminate, minimum period	6 years
Jacksonville Florida
Lessee Lease Description [Line Items]
Termination of lease		Jun. 30, 2023
Pewaukee Wisconsin
Lessee Lease Description [Line Items]
Termination of lease			Dec. 31, 2026
Lawrence, Massachusetts
Lessee Lease Description [Line Items]
Termination of lease			Oct. 31, 2026

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Mar. 31, 2023

Quarterly Financial Data [Abstract]

Schedule of Quarterly Financial Information

Summary quarterly results for the years ended March 31, 2023 and March 31, 2022 are as follows:


	Three Months Ended
	Jun 30, 2022			Sep 30, 2022			Dec 31, 2022			March 31, 2023			Total
	(in thousands, except per share amounts)
Total revenue	$	17,906		$	17,560		$	20,288		$	21,629		$	77,383
Gross profit	$	3,554		$	4,435		$	4,781		$	4,741		$	17,511
Net loss (1)	$	(2,835	)	$	(2,331	)	$	(24,059	)	$	(5,116	)	$	(34,341	)
Basic net loss per share (1)	$	(0.09	)	$	(0.07	)	$	(0.75	)	$	(0.16	)	$	(1.08	)
Shares used in basic per share calculation		31,138			31,031			32,048			32,294			31,704
Diluted net loss per share (1)	$	(0.09	)	$	(0.07	)	$	(0.75	)	$	(0.16	)	$	(1.08	)
Shares used in diluted per share calculation		31,138			31,031			32,048			32,294			31,704


	Three Months Ended
	Jun 30, 2021		Sep 30, 2021		Dec 31, 2021		Mar 31, 2022			Total
	(in thousands, except per share amounts)
Total revenue	$	35,101	$	36,510	$	30,714	$	22,058		$	124,383
Gross profit	$	10,230	$	10,788	$	7,641	$	5,253		$	33,912
Net income (loss)	$	2,510	$	3,659	$	1,102	$	(1,180	)	$	6,091
Basic net income (loss) per share	$	0.08	$	0.12	$	0.04	$	(0.04	)	$	0.20
Shares used in basic per share calculation		30,860		31,031		31,085		31,097			31,018
Diluted net income (loss) per share	$	0.08	$	0.12	$	0.04	$	(0.04	)	$	0.19
Shares used in diluted per share calculation		31,290		31,288		31,235		31,097			31,295

(1)

Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

STOCK OPTIONS AND RESTRICTED SHARES

12 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND RESTRICTED SHARES

NOTE 16 — 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, 2023, the number of shares available for grant under the Amended 2016 Plan was 545,146.

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 2004 Plan. Orion has not issued stock options since fiscal 2014 and instead has issued restricted stock.

In fiscal 2023, Orion added performance conditions to a portion of the annual long-term incentive grants for fiscal 2023 for Orion's executive compensation program. The performance-vesting restricted stock will vest to the extent Orion achieves revenue growth targets over fiscal 2023-2025. Orion recognizes performance-vesting restricted stock expense ratably over the requisite service period based on the likelihood of meeting the performance conditions. As of March 31, 2023, Orion has not recognized any stock-based compensation for performance-vesting restricted stock.

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


	Fiscal Year Ended March 31,
	2023		2022		2021
Cost of product revenue	$	4	$	5	$	4
General and administrative		1,596		793		716
Sales and marketing		8		12		29
Research and development		4		3		4
	$	1,612	$	813	$	753

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


	Number of Shares			Weighted Average Exercise Price
Outstanding at March 31, 2022		142,428		$	2.28
Granted		—		$	—
Exercised		(26,646	)	$	2.18
Forfeited		(42,646	)	$	2.22
Outstanding at March 31, 2023		73,136		$	2.41
Exercisable at March 31, 2023		73,136		$	2.41

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2023:


	March 31, 2023
	Outstanding and Vested Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$2.41		73,136		0.16		2.41
		73,136		0.16	$	2.41

The aggregate intrinsic value of outstanding stock options is $0 at March 31, 2023 based on the closing share price of $2.03.

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Shares			Weighted Average Fair Value Price
Balance at March 31, 2022		450,458		$	4.80
Shares issued		856,738		$	2.16
Shares vested		(536,622	)	$	3.58
Shares forfeited		(27,120	)	$	3.96
Shares outstanding at March 31, 2023		743,454		$	2.90
Per share price on grant date	$1.82 - 2.18

During fiscal 2023, Orion recognized $1.6 million of stock-based compensation expense related to restricted shares.

As of March 31, 2023, 2022 and 2021, the weighted average grant-date fair value of restricted shares granted was $2.16, $5.55 and $4.27, respectively.

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2023 is expected to be recognized as follows (dollars in thousands):


Fiscal 2024		704
Fiscal 2025		467
Fiscal 2026		503
Thereafter		—
Total	$	1,674
Remaining weighted average expected term	2.0 years

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Outstanding Stock Options) (Details)	12 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Shares
Beginning Balance (shares) \| shares	142,428
Granted (shares) \| shares	0
Exercised (shares) \| shares	(26,646)
Forfeited (shares) \| shares	(42,646)
Ending Balance (shares) \| shares	73,136
Number of Shares, Exercisable (shares) \| shares	73,136
Weighted Average Exercise Price
Beginning Balance (in dollars per share) \| $ / shares	$ 2.28
Granted Stock Options (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	2.18
Forfeited (in dollars per share) \| $ / shares	2.22
Ending Balance (in dollars per share) \| $ / shares	2.41
Exercisable at March 31, 2023 \| $ / shares	$ 2.41

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 653	$ 227	$ 290
Cost of product revenue [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	107	183	175
Cost of product revenue [Member] \| Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	107	183	175
Operating Expenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	546	44	115
Operating Expenses [Member] \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	296	27	47
Operating Expenses [Member] \| Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	183	0	0
Operating Expenses [Member] \| Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	0	11	68
Operating Expenses [Member] \| Tradename [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 67	$ 6	$ 0

ACQUISITION - Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Oct. 05, 2022	Mar. 31, 2022	Jan. 01, 2022
Business Acquisition [Line Items]
Goodwill	$ 1,484		$ 350
Stay-Lite Lighting, Inc. \| Preliminary Opening Balance Sheet
Business Acquisition [Line Items]
Cash				$ 95
Accounts receivable				2,690
Revenue earned but not billed				342
Inventory				504
Prepaid expenses and other current assets				41
Property and equipment				958
Goodwill				350
Other intangible assets				696
Other long-term assets				537
Accounts payable				(965)
Accrued expenses and other				550
Other long-term liabilities				(412)
Net purchase consideration				4,286
Stay-Lite Lighting, Inc. \| Adjustments
Business Acquisition [Line Items]
Cash				0
Accounts receivable				0
Revenue earned but not billed				0
Inventory				0
Prepaid expenses and other current assets				0
Property and equipment				(233)
Goodwill				214
Other intangible assets				(23)
Other long-term assets				0
Accounts payable				0
Accrued expenses and other				(58)
Other long-term liabilities				(1)
Net purchase consideration				17
Stay-Lite Lighting, Inc. \| Adjusted Opening Balance Sheet
Business Acquisition [Line Items]
Cash				95
Accounts receivable				2,690
Revenue earned but not billed				342
Inventory				504
Prepaid expenses and other current assets				41
Property and equipment				725
Goodwill				564
Other intangible assets				673
Other long-term assets				537
Accounts payable				965
Accrued expenses and other				492
Other long-term liabilities				411
Net purchase consideration				$ 4,303
Voltrek LLC \| Preliminary Opening Balance Sheet
Business Acquisition [Line Items]
Cash		$ 416
Accounts receivable		1,438
Revenue earned but not billed		365
Inventory		880
Prepaid expenses and other current assets		39
Property and equipment		4
Goodwill		861
Other intangible assets		4,200
Other long-term assets		211
Accounts payable		(1,199)
Accrued expenses and other		286
Other long-term liabilities		(180)
Net purchase consideration		6,749
Voltrek LLC \| Adjustments
Business Acquisition [Line Items]
Cash		0
Accounts receivable		(75)
Revenue earned but not billed		(40)
Inventory		0
Prepaid expenses and other current assets		0
Property and equipment		0
Goodwill		59
Other intangible assets		100
Other long-term assets		12
Accounts payable		(66)
Accrued expenses and other		0
Other long-term liabilities		0
Net purchase consideration		122
Voltrek LLC \| Adjusted Opening Balance Sheet
Business Acquisition [Line Items]
Cash		416
Accounts receivable		1,363
Revenue earned but not billed		325
Inventory		880
Prepaid expenses and other current assets		39
Property and equipment		4
Goodwill		920
Other intangible assets		4,300
Other long-term assets		223
Accounts payable		1,133
Accrued expenses and other		286
Other long-term liabilities		180
Net purchase consideration		$ 6,871

GOODWILL AND OTHER INTANGIBLE ASSETS (Useful Lives) (Details)	12 Months Ended
	Mar. 31, 2023
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	17 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Licenses [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Licenses [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefitsconsumed
Customer relationships \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Customer relationships \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefitsconsumed
Vendor relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Vendor relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefitsconsumed
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Trade name \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Trade name \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Millions	12 Months Ended
	Mar. 31, 2023 USD ($) Customers Supplier Customer Financial_instituion	Mar. 31, 2022 USD ($) Customers Supplier Customer	Mar. 31, 2021 USD ($) Supplier Customer
Concentration of Credit Risk and Other Risks and Uncertainties
Equity method investment at cost	$ 0.5
Impairment of equity method investment	$ 0.0
Number of financial institutions \| Financial_instituion	1
Number of supplier more than ten percent of cost of revenue \| Supplier	0	0	0
Number of customer more than ten percent of revenue \| Customer	1	1	1
Cost of revenue \| Supplier Concentration Risk \| Minimum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	10.00%	10.00%	10.00%
Revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	16.20%	49.10%	56.00%
Accounts Receivable \| Credit Concentration Risk
Concentration of Credit Risk and Other Risks and Uncertainties
Number of customer more than ten percent of accounts receivable \| Customers	1	2
Accounts Receivable \| Credit Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	10.80%	11.80%
Accounts Receivable \| Credit Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		10.40%
Deferred Bonus
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, accrued expenses	$ 0.0	$ 0.1	$ 0.7

INVENTORIES

12 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 5 — 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, 2023 and 2022, Orion's inventory balances were as follows (dollars in thousands):


	Cost		Excess and Obsolescence Reserve			Net
As of March 31, 2023
Raw materials and components	$	9,988	$	(1,094	)	$	8,894
Work in process		693		(135	)		558
Finished goods		9,313		(560	)		8,753
Total	$	19,994	$	(1,789	)	$	18,205
As of March 31, 2022
Raw materials and components	$	10,781	$	(1,140	)	$	9,641
Work in process		1,529		(267	)		1,262
Finished goods		9,593		(664	)		8,929
Total	$	21,903	$	(2,071	)	$	19,832

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.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Assets
Cash and cash equivalents	$ 15,992	$ 14,466
Accounts receivable, net	13,728	11,899
Revenue earned but not billed	1,320	2,421
Inventories, net	18,205	19,832
Prepaid expenses and other current assets	1,116	2,631
Total current assets	50,361	51,249
Property and equipment, net	10,470	11,466
Goodwill	1,484	350
Other intangible assets, net	6,004	2,404
Deferred tax assets	0	17,805
Other long-term assets	3,260	3,543
Total Assets	71,579	86,817
Liabilities and Shareholders’ Equity
Accounts payable	13,405	9,855
Accrued expenses and other	10,552	8,427
Deferred revenue, current	480	76
Current maturities of long-term debt	17	16
Total current liabilities	24,454	18,374
Revolving credit facility	10,000	0
Long-term debt, less current maturities	3	19
Deferred revenue, long-term	489	564
Other long-term liabilities	3,384	2,760
Total liabilities	38,330	21,717
Commitments and contingencies (Note 14)
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2023 and 2022; no shares issued and outstanding at March 31, 2023 and 2022	0	0
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2023 and 2022; shares issued: 41,767,092 and 40,279,050 at March 31, 2023 and 2022; shares outstanding: 32,295,408 and 30,805,300 at March 31, 2023 and 2022	0	0
Additional paid-in capital	160,907	158,419
Treasury stock: 9,471,684 and 9,473,750 common shares at March 31, 2022 and 2021	(36,237)	(36,239)
Retained deficit	(91,421)	(57,080)
Total shareholders’ equity	33,249	65,100
Total liabilities and shareholders’ equity	$ 71,579	$ 86,817

ACCRUED EXPENSES AND OTHER (Tables)

12 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses and Other

As of March 31, 2023 and March 31, 2022, Accrued expenses and other included the following (dollars in thousands):


	March 31, 2023		March 31, 2022
Accrued acquisition earn-out	$	3,000	$	234
Other accruals		2,598		1,987
Compensation and benefits		1,412		1,668
Credits due to customers		1,310		1,209
Accrued project costs		1,218		2,215
Warranty		497		728
Sales tax		274		157
Legal and professional fees		172		106
Sales returns reserve		71		123
Total	$	10,552	$	8,427

Changes in Warranty Accrual

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


	March 31,
	2023			2022
Beginning of year	$	860		$	1,009
Accruals		382			434
Warranty claims (net of vendor reimbursements)		(596	)		(583	)
Ending balance	$	646		$	860

LONG-TERM DEBT (Aggregate Maturities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Debt Disclosure [Abstract]
Fiscal 2024	$ 17
Fiscal 2025	3
Fiscal 2026	10,000
Total long-term debt	$ 10,020	$ 35

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

INVENTORIES (Narrative) (Details)	12 Months Ended
INVENTORIES (Narrative) (Details)	Mar. 31, 2023
Minimum [Member]
Inventory [Line Items]
Inventory consideration usage	9 months
Maximum [Member]
Inventory [Line Items]
Inventory consideration usage	12 months

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Mar. 31, 2022
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)	41,767,092	40,570,909
Common stock, shares outstanding (in shares)	32,295,408	31,097,872
Treasury stock (in shares)	9,471,684	9,473,037

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Aug. 07, 2019	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,612	$ 813	$ 753
Outstanding stock options	$ 0
Share Price	$ 2.03
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,600
Weighted average grant-date fair value (usd per share)	$ 2.16	$ 5.55	$ 4.27
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	545,146

LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Product revenue	$ 2,818	$ 1,169	$ 2,758
Cost of product revenue	$ 2,771	$ 1,073	$ 2,512

SEGMENT DATA (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Corporate and Other
Revenues	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 22,058	$ 30,714	$ 36,510	$ 35,101	$ 77,383	$ 124,383	$ 116,840
Operating Income (Loss)									(15,985)	8,391	6,836
Depreciation and Amortization									2,095	1,616	1,480
Capital Expenditures									586	498	902
Orion Distribution Services
Corporate and Other
Capital Expenditures									17
Orion U.S. Markets
Corporate and Other
Capital Expenditures									21
Orion Electric Vehicle Charging Systems
Corporate and Other
Capital Expenditures									5
Orion Services Group
Corporate and Other
Capital Expenditures									227
Operating Segments \| Orion Distribution Services
Corporate and Other
Revenues									15,395	22,209	21,122
Operating Income (Loss)									(186)	3,114	2,430
Depreciation and Amortization									195	205	231
Capital Expenditures										63	158
Operating Segments \| Orion U.S. Markets
Corporate and Other
Revenues									17,710	19,606	11,475
Operating Income (Loss)									1,605	3,963	1,683
Depreciation and Amortization									229	185	128
Capital Expenditures										58	107
Operating Segments \| Orion Electric Vehicle Charging Systems
Corporate and Other
Revenues									6,275
Operating Income (Loss)									4,133
Depreciation and Amortization									465
Operating Segments \| Orion Services Group
Corporate and Other
Revenues									38,002	82,568	84,243
Operating Income (Loss)									(6,982)	6,462	7,472
Depreciation and Amortization									987	997	913
Capital Expenditures										224	516
Corporate and Other
Corporate and Other
Operating Income (Loss)									(6,289)	(5,148)	(4,749)
Depreciation and Amortization									219	229	208
Capital Expenditures									$ 316	$ 153	$ 121

ACQUISITION

12 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

ACQUISITION

NOTE 18 — ACQUISITION

Acquisition of Voltrek

Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider for a purchase price of $5.0 million in cash and $1.0 million of shares of common stock of Orion, subject to normal and customary closing adjustments of $0.9 million (the “Voltrek Acquisition”). In addition, depending upon the relative EBITDA growth of Voltrek’s business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $3.0 million, $3.5 million and $7.15 million, respectively, in earn-out payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and will be expensed over the course of the earn-out periods to the extent they are earned. As of March 31, 2023, Orion recorded $3.0 million to accrued expenses for the fiscal 2023 earn-out opportunity and an additional $1.0 million to other long-term liabilities for the

cumulative potential earn-out opportunity which would be paid in fiscal 2026. The Voltrek Acquisition was funded with cash and Orion shares. Voltrek operates as Voltrek, an Orion Energy Systems business. The Voltrek Acquisition leverages Orion’s project management and maintenance expertise into a rapidly growing sector.

Orion has accounted for the Voltrek Acquisition as a business combination. Orion has preliminarily allocated the purchase price of approximately $6.9 million to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The purchase price and closing adjustments were paid in cash and 620,067 shares of common stock with a total fair market value of $1.0 million, which is recorded in the opening balance sheet at fair value of $0.8 million, the discount on which is due to lock-up requirements on the shares. Orion is in the process of finalizing third party valuations of intangible assets.

The following table summarizes the purchase price allocation for Voltrek, including any adjustments during the measurement period:


(in thousands)	Preliminary Opening Balance Sheet			Adjustments			Adjusted Opening Balance Sheet
Cash	$	416		$	—		$	416
Accounts receivable		1,438			(75	)		1,363
Revenue earned but not billed		365			(40	)		325
Inventory		880			—			880
Prepaid expenses and other current assets		39			—			39
Property and equipment		4			—			4
Goodwill		861			59			920
Other intangible assets		4,200			100			4,300
Other long-term assets		211			12			223
Accounts payable		(1,199	)		66			(1,133	)
Accrued expenses and other		(286	)		—			(286	)
Other long-term liabilities		(180	)		—			(180	)
Net purchase consideration	$	6,749		$	122		$	6,871

Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships.

The tradename intangible asset was valued using a relief from royalty method. The significant assumptions used include the estimated revenue and royalty rate, among other factors.

The vendor relationship intangible asset was valued using the income approach - excess earnings method. The significant assumptions include estimated revenue, cost of goods sold, and probability of renewal, among other factors.

The customer relationship intangible asset was valued using the income approach - with-and-without method. The significant assumptions include estimated cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, among other factors), and discount rate, reflecting the risks inherent in the future cash flow stream, among other factors.

The categorization of the framework used to measure fair value of the intangible assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	300		5
Vendor relationship	$	2,600		7
Customer relationships	$	1,400		3

Voltrek's post-acquisition results of operations since October 5, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Voltrek are included in the EV Division segment. See note 17 - Segments, for results.

Acquisition of Stay-Lite Lighting

Effective on January 1, 2022, Orion acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, a nationwide lighting and electrical maintenance service provider, for $4.3 million (the “Stay-Lite Acquisition”). Stay-Lite Lighting operates as Stay-Lite Lighting, an Orion Energy Systems business. The Stay-Lite Acquisition accelerates the growth of Orion's maintenance services offerings through its Orion Services Group, which provides lighting and electrical services to customers.

Orion has accounted for this transaction as a business combination. Orion has allocated the purchase price of approximately $4.3 million, which included an estimate of the earn-out liability of $0.2 million and $0.1 million for the working capital adjustment received in the first quarter fiscal 2023, to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The remaining was $4.0 million funded with cash. Orion could pay up to $0.7 million in earn-out related purchase price, which is based on performance during the 2022 and 2023 calendar years. During fiscal 2023, the earn-out liability of $0.2 million was reversed, through acquisition related costs, based on Stay-Lite Lighting's actual performance during fiscal 2023 and Orion's assessment of expected performance in fiscal 2024.

The following table summarizes the purchase price allocation for Voltrek, including any adjustments during the measurement period:


(in thousands)	Preliminary Opening Balance Sheet			Adjustments			Adjusted Opening Balance Sheet
Cash	$	95		$	—		$	95
Accounts receivable		2,690			—			2,690
Revenue earned but not billed		342			—			342
Inventory		504			—			504
Prepaid expenses and other current assets		41			—			41
Property and equipment		958			(233	)		725
Goodwill		350			214			564
Other intangible assets		696			(23	)		673
Other long-term assets		537			—			537
Accounts payable		(965	)		—			(965	)
Accrued expenses and other		(550	)		58			(492	)
Other long-term liabilities		(412	)		1			(411	)
Net purchase consideration	$	4,286		$	17		$	4,303

Goodwill recorded from the Stay-Lite Acquisition is attributable to the expected synergies from the business combination. The goodwill resulting from the Stay-Lite Acquisition is deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name and customer relationships. The fair value of the intangible assets was determined based upon the income (discounted cash flow) approach.

The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	164		5
Customer relationships		509		8

Stay-Lite Lighting’s post-acquisition results of operations since January 1, 2022 are included in Orion’s Consolidated Statements of Operations. Fiscal 2022 net sales of Stay-Lite Lighting for the period were $2.7 million and operating loss was $0.7 million. The operating results of Stay-Lite Lighting are included in the Orion Services Group segment.

Unaudited pro forma

The pro forma information was determined based on the historical results of Orion and unaudited financial results from Stay-Lite Lighting and Voltrek. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily

indicative of what would have occurred had the business combinations been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisitions.

If Voltrek was acquired on April 1, 2022, the pro forma Orion revenue for the twelve-month period ended on March 31, 2023 would have been $79.8 million and proforma net loss would have been $(33.5) million. Orion pro-forma fiscal 2022 revenue would have been $128.0 million and net income would have been $5.9 million.

If Stay-Lite was acquired on April 1, 2020, the pro forma Orion full year fiscal 2022 revenue would have been $131.3 million and net income would have been $6.0 million. Orion pro-forma fiscal 2021 revenue would have been $125.4 million and net income would have been $25.5 million.

Transaction costs related to the Stay-Lite Acquisition and the Voltrek Acquisition are recorded in acquisition related costs in the Consolidated Statements of Operations. Transaction costs totaled $0.8 million in the twelve months ending March 31, 2023 and $0.5 million twelve months ended March 31, 2022, respectively.

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7 — 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.

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


	March 31, 2023			March 31, 2022
Land and land improvements	$	433		$	433
Buildings and building improvements		9,491			9,491
Furniture, fixtures and office equipment		7,782			7,650
Leasehold improvements		540			490
Equipment leased to customers		4,997			4,997
Plant equipment		11,234			11,130
Vehicles		720			796
Construction in progress		37			3
		35,234			34,990
Less: accumulated depreciation and amortization		(24,764	)		(23,524	)
Net property and equipment	$	10,470		$	11,466

Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $1.4 million, $1.3 million and $1.2 million for the years ended March 31, 2023, 2022 and 2021, 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
Vehicles		5-7 years

No interest was capitalized for construction in progress during fiscal 2023 or fiscal 2022.

As of December 31, 2022, due to a change in Orion's forecast, a triggering event occurred requiring Orion to evaluate the long-lived assets in its enterprise asset group for impairment. The enterprise asset group includes the corporate assets that support the revenue producing activities of other asset groups. 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.

INCOME TAXES

12 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13 — 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,
	2023		2022		2021
Current	$	97	$	179	$	244
Deferred		17,881		1,980		(19,860	)
Total	$	17,978	$	2,159	$	(19,616	)

	2023		2022		2021
Federal, Current	$	—	$	—	$	—
Federal, Deferred		14,557		1,658		(16,217	)
Total Federal		14,557		1,658		(16,217	)
State, Current		97		179		244
State, Deferred		3,324		322		(3,643	)
Total State		3,421		501		(3,399	)
Total	$	17,978	$	2,159	$	(19,616	)

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


	Fiscal Year Ended March 31,
	2023			2022			2021
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
State taxes, net		4.0	%		5.2	%		5.3	%
State tax credits, net		(1.9	)%		—	%		—	%
Change in valuation reserve		(131.3	)%		(0.4	)%		(321.4	)%
Permanent items		(1.0	)%		(1.9	)%		(3.4	)%
Change in tax contingency reserve		(0.1	)%		0.1	%		(0.5	)%
Equity compensation cancellations		(0.1	)%		0.1	%		0.6	%
State return to provision		(0.9	)%		2.3	%		(1.7	)%
Other, net		0.4	%		(0.2	)%		(0.9	)%
Effective income tax rate		(109.9	)%		26.2	%		(301.0	)%

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


	March 31,
	2023			2022
Deferred tax assets:
Inventory, accruals and reserves		680			809
Interest deduction carry-forward		71			—
Federal and state operating loss carry-forwards		18,849			16,485
Tax credit carry-forwards		1,537			1,847
Equity compensation		188			231
Deferred revenue		25			29
Lease liability		669			670
Intangible assets		984			—
Other		798			247
Total deferred tax assets		23,801			20,318
Valuation allowance		(22,731	)		(1,249	)
Deferred tax assets, net of valuation allowance		1,070			19,069

Deferred tax liabilities:
Lease ROU asset		(549	)		(518	)
Fixed assets		(598	)		(529	)
Intangible assets		—			(217	)
Total deferred tax liabilities		(1,147	)		(1,264	)

Total net deferred tax (liabilities) assets	$	(77	)	$	17,805

For fiscal year ended March 31, 2023, Orion’s deferred tax assets were primarily the result of U.S. NOL and tax credit carryforwards. Orion recorded a valuation allowance of $22.7 million and $1.2 million against its net deferred tax asset balance as of March 31, 2023 and March 31, 2022, respectively, due to the uncertainty of its realization value in the future. Orion realized a 36-month cumulative loss as of March 31, 2023 and the accounting forecast, as revised in the previous quarter, projects losses in the near term. As such, Orion management has concluded that it is more likely than not that the domestic deferred tax assets will not be realized and an increase to the valuation allowance has been recorded in the third quarter, which increased tax expense by $17.8 million.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes.

As of March 31, 2023, Orion has federal NOL carryforwards of approximately $71.4 million, state NOL carryforwards of approximately $66.1 million, and foreign NOL carryforwards of approximately $0.8 million. Orion also had federal tax credit carryforwards of approximately $1.3 million and state tax credits of $0.3 million. All of Orion's tax credit carryforwards and $118.6 million of its NOL carryforwards will begin to expire in varying amounts between 2023 and 2033. The remaining $19.7 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. Orion believes it is more likely than not that the benefit from its state credit carryforwards, foreign NOL carryforwards, federal credit carryforwards, and state loss carryforwards will not be realized. In recognition of this risk, Orion has provided a net valuation allowance of $22.7 million on the deferred tax assets related to these carryforwards.

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 2023, fiscal 2022, or fiscal 2021.

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, 2019 or later are open. For states in which Orion files state income tax returns, the statute of limitations is generally open for tax years beginning April 1, 2019 or later.

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, 2023, the balance of gross unrecognized tax benefits was approximately $0.2 million, all 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. Accrued interest and penalties for such unrecognized tax benefits as of March 31, 2023 and 2022 were $0.1 million. Orion had the following unrecognized tax benefit activity (dollars in thousands):


	Fiscal Year Ended March 31,
	2023		2022			2021
Unrecognized tax benefits as of beginning of fiscal year	$	215	$	285		$	259
Additions based on tax positions related to the current period positions		1		39			123
Additions/(reductions) for tax positions of prior years		9		(109	)		(97	)
Unrecognized tax benefits as of end of fiscal year	$	225	$	215		$	285

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Exercise Price Range) (Details) - $ / shares	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding and Vested (shares)	73,136	142,428
Weighted Average Remaining Contractual Life (Years)	1 month 28 days
Weighted Average Exercise Price (usd per share)	$ 2.41	$ 2.28
$2.41
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding and Vested (shares)	73,136
Weighted Average Remaining Contractual Life (Years)	1 month 28 days
Weighted Average Exercise Price (usd per share)	$ 2.41

INCOME TAXES (Reconciliation of Tax Rates) (Details)	12 Months Ended
INCOME TAXES (Reconciliation of Tax Rates) (Details)	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
State taxes, net	4.00%	5.20%	5.30%
State tax credits, net	(1.90%)	0.00%	0.00%
Change in valuation reserve	(131.30%)	(0.40%)	(321.40%)
Permanent items	(1.00%)	(1.90%)	(3.40%)
Change in tax contingency reserve	(0.10%)	0.10%	(0.50%)
Equity compensation cancellations	(0.10%)	0.10%	0.60%
State return to provision	(0.90%)	2.30%	(1.70%)
Other, net	0.40%	(0.20%)	(0.90%)
Effective income tax rate	(109.90%)	26.20%	(301.00%)

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Stock-based compensation
Total	$ 1,612	$ 813	$ 753
Cost of product revenue
Stock-based compensation
Total	4	5	4
General and administrative
Stock-based compensation
Total	1,596	793	716
Sales and marketing
Stock-based compensation
Total	8	12	29
Research and development
Stock-based compensation
Total	$ 4	$ 3	$ 4

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Payroll tax credit	$ 0	$ 1,587
Other prepaid expenses	1,116	1,044
Total	$ 1,116	$ 2,631

STOCK OPTIONS AND RESTRICTED SHARES (Schedule of Performance-Vesting Restricted Stock and Time Vesting-Restricted Stock) (Details) - Restricted shares	12 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding, beginning of the period (shares) \| shares	450,458
Shares issued (shares) \| shares	856,738
Shares vested (shares) \| shares	(536,622)
Shares forfeited (shares) \| shares	(27,120)
Shares outstanding, end of the period (shares) \| shares	743,454
Balance at March 31, 2022	$ 4.80
Weighted Average Fair Value Price Shares issued	2.16
Weighted Average Fair Value Price Shares vested	3.58
Weighted Average Fair Value Price Shares forfeited	3.96
Shares outstanding at March 31, 2023	2.90
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	1.82
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	$ 2.18

INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Deferred tax assets:
Inventory, accruals and reserves		$ 680	$ 809
Interest deduction carry-forward		71	0
Federal and state operating loss carry-forwards		18,849	16,485
Tax credit carry-forwards		1,537	1,847
Equity compensation		188	231
Deferred revenue		25	29
Lease liability		669	670
Intangible assets		984	0
Other		798	247
Total deferred tax assets		23,801	20,318
Valuation allowance	$ (22,700)	(22,731)	(1,249)
Deferred tax assets, net of valuation allowance		1,070	19,069
Deferred tax liabilities:
Lease ROU asset		(549)	(518)
Fixed assets		(598)	(529)
Intangible assets		0	(217)
Total deferred tax liabilities		(1,147)	(1,264)
Total net deferred tax assets		$ 77	$ 17,805

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 13,728	$ 11,899
Contract assets	1,320	1,966
Contract liabilities	$ 480	$ 0

SHAREHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 15 — SHAREHOLDERS’ EQUITY

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. In December 2021, Orion’s Board of Directors announced that it had decided to allow the Rights Agreement to terminate and expire by its terms 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.

Sale of shares

In March 2023, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $100 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes.

In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock, having an aggregate offering price of up to $50 million from time to time through or to the Agent, acting as sales agent or principal. No share sales have been effected pursuant to the ATM program through March 31, 2023.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 1,484		$ 350
Stay Lite Lighting Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	600	$ 600	$ 200
Voltrek [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 900

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

INCOME TAXES (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits as of beginning of fiscal year	$ 215	$ 285	$ 259
Additions based on tax positions related to the current period positions	1	39	123
(Reductions) for tax positions of prior years		(109)	(97)
Additions for tax positions of prior years	9
Unrecognized tax benefits as of end of fiscal year	$ 225	$ 215	$ 285

REVENUE

12 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 3 — REVENUE

Revenue Recognition

See Note 3 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies 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 2023, Product revenue included $2.8 million derived from sales-type leases for light fixtures, $0.1 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 17 - 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, 2023 (dollars in thousands):


	Year Ended March 31, 2023						Year Ended March 31, 2022						Year Ended March 31, 2021
	Product		Services		Total		Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting product and installation	$	46,500	$	7,088	$	53,588	$	89,827	$	27,242	$	117,069	$	84,659	$	29,081	$	113,740
Maintenance Services		3,266		11,289		14,555		573		5,252		5,825		—		95		95
Electric Vehicles		4,479		1,796		6,275		—		—		—		—		—		—
Solar energy related revenues		—		—		—		42		—		42		57		—		57
Total revenues from contracts with customers		54,245		20,173		74,418		90,442		32,494		122,936		84,716		29,176		113,892
Revenue accounted for under other guidance		2,965		—		2,965		1,447		—		1,447		2,948		—		2,948
Total revenue	$	57,210	$	20,173	$	77,383	$	91,889	$	32,494	$	124,383	$	87,664	$	29,176	$	116,840

Cash Flow Considerations

Material only orders are short-term in nature generally having terms of significantly less than one year. We record revenue from these contracts when the customer obtains control of those goods, which is generally consistent with the payment due date. There is not a significant impact on the nature, amount, timing, and uncertainty of revenue or cash flows based on when control transfers.

Turnkey projects and repair services provided to commercial or industrial companies 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, 2023 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. As of March 31, 2023, there were no such transactions included in Long-term accounts receivable.

The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable from the customer to a 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, 2023, 2022, and 2021 was $6.3 million, $2.8 million and $5.1 million, respectively. Orion’s losses on these sales aggregated to $0.1 million, $13 thousand and $0.1 million for the twelve months ended March 31, 2023, 2022, and 2021, 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 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 contracts for turnkey installations and repairs / replacement services. Once Orion has an unconditional right to consideration under these contracts, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. Revenue earned but not billed as of March 31, 2023 includes $0 and March 31, 2022 includes $0.5 million, respectively, which was not derived from contracts with customers and therefore not classified as a contract asset as defined by the standards. The change in contract assets is due to lower fiscal 2023 revenue and timing of project completions and invoicing. This was partially offset by the acquisition of Voltrek. As of March 31, 2023, Voltrek had $0.5 million of contract assets.

Deferred revenue, current as of March 31, 2023, includes $0.5 million of contract liabilities which represent consideration received from a new customer contract on which installation has not yet begun and Orion has not fulfilled the promises included.

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.


	March 31, 2023		March 31, 2022
Accounts receivable, net	$	13,728	$	11,899
Contract assets	$	1,320	$	1,966
Contract liabilities	$	480	$	—

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

SEGMENT DATA (Tables)

12 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Information

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


	Revenues						Operating Income (Loss)
	For the year ended March 31,						For the year ended March 31,
(dollars in thousands)	2023		2022		2021		2023			2022			2021
Segments:
Orion Services Group	$	38,002	$	82,568	$	84,243	$	(6,982	)	$	6,462		$	7,472
Orion Distribution Services		15,395		22,209		21,122		(186	)		3,114			2,430
Orion U.S. Markets		17,710		19,606		11,475		1,605			3,963			1,683
Orion Electric Vehicle Charging Systems		6,275		—		—		(4,133	)		—			—
Corporate and Other		—		—		—		(6,289	)		(5,148	)		(4,749	)
	$	77,383	$	124,383	$	116,840	$	(15,985	)	$	8,391		$	6,836


	Depreciation and Amortization For the year ended March 31,						Capital Expenditures For the year ended March 31,
	2023		2022		2021		2023		2022		2021
Segments:
Orion Services Group	$	987	$	997	$	913	$	227	$	224	$	516
Orion Distribution Services		195		205		231		17		63		158
Orion U.S. Markets		229		185		128		21		58		107
Orion Electric Vehicle Charging Systems		465		—		—		5		—		—
Corporate and Other		219		229		208		316		153		121
	$	2,095	$	1,616	$	1,480	$	586	$	498	$	902


	Total Assets
	March 31, 2023		March 31, 2022
Segments:
Orion Services Group	$	19,167	$	26,642
Orion Distribution Services		6,021		6,723
Orion U.S. Markets		10,191		8,017
Orion Electric Vehicle Charging Systems		11,502		—
Corporate and Other		24,698		45,435
	$	71,579	$	86,817

LEASES (Tables)

12 Months Ended

Mar. 31, 2023

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, 2023		March 31, 2022
Assets
Operating lease assets	Other long-term assets	$	2,174	$	2,440
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other		823		768
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		1,826		2,271
Total lease liabilities		$	2,649	$	3,039

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 2024	$	946
Fiscal 2025		949
Fiscal 2026		845
Fiscal 2027		142
Thereafter		—
Total lease payments	$	2,882
Less: Interest		(233	)
Present value of lease liabilities	$	2,649

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, 2023, 2022 and 2020 (dollars in thousands):


	March 31, 2023		March 31, 2022		March 31, 2021
Product revenue	$	2,818	$	1,169	$	2,758
Cost of product revenue		2,771		1,073		2,512

NET INCOME (LOSS) PER COMMON SHARE (Earnings per Share) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2023

Mar. 31, 2022

Mar. 31, 2021

Numerator:

Net income (dollars in thousands)

$ (5,116)

^[1]

$ (24,059)

^[1]

$ (2,331)

^[1]

$ (2,835)

^[1]

$ (1,180)

$ 1,102

$ 3,659

$ 2,510

$ (34,341)

^[1]

$ 6,091

$ 26,134

Denominator:

Weighted-average common shares outstanding

32,294,000

32,048,000

31,031,000

31,138,000

31,097,000

31,085,000

31,031,000

30,860,000

31,703,712

31,018,356

30,634,553

Weighted-average effect of assumed conversion of stock options and restricted stock

276,217

669,174

Weighted-average common shares and share equivalents outstanding

32,294,000

32,048,000

31,031,000

31,138,000

31,097,000

31,235,000

31,288,000

31,290,000

31,703,712

31,294,573

31,303,727

Net income per common share: Basic

Basic net (loss) income per share attributable to common shareholders

$ (0.16)

^[1]

$ (0.75)

^[1]

$ (0.07)

^[1]

$ (0.09)

^[1]

$ (0.04)

$ 0.04

$ 0.12

$ 0.08

$ (1.08)

^[1]

$ 0.20

$ 0.85

Net income per common share: Diluted

Diluted net (loss) income per share

$ (0.16)

^[1]

$ (0.75)

^[1]

$ (0.07)

^[1]

$ (0.09)

^[1]

$ (0.04)

$ 0.04

$ 0.12

$ 0.08

$ (1.08)

^[1]

$ 0.19

$ 0.83

[1]	Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Long-term debt
Total long-term debt	$ 10,020	$ 35
Less current maturities	(17)	(16)
Long-term debt, less current maturities	10,003	19
Revolving credit facility
Long-term debt
Revolving credit facility	10,000
Equipment debt obligations
Long-term debt
Total long-term debt	$ 20	$ 35

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

PROPERTY AND EQUIPMENT (Useful Lives) (Details)	12 Months Ended
PROPERTY AND EQUIPMENT (Useful Lives) (Details)	Mar. 31, 2023
Land improvements \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Land improvements \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	15 years
Buildings and building improvements \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Buildings and building improvements \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	39 years
Furniture, fixtures and office equipment \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	2 years
Furniture, fixtures and office equipment \| Maximum [Member]
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 [Member]
Property and equipment
Property, plant and equipment, useful life	3 years
Plant equipment \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Vehicles \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	5 years
Vehicles \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	7 years

LONG-TERM DEBT (Narrative) (Details)		12 Months Ended
LONG-TERM DEBT (Narrative) (Details)	Dec. 29, 2020 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Feb. 28, 2019 USD ($)	Oct. 26, 2018 USD ($)
Line Of Credit Facility [Line Items]
Loss on debt extinguishment		$ 0	$ 0	$ 90,000
Prior Credit Agreement \| Western Alliance Bank \| Line of credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount						$ 20,150,000
Credit agreement, maturity date		Oct. 26, 2021
Credit agreement, early termination fees	$ 0
Loss on debt extinguishment	$ (100,000)
Credit Agreement \| Bank Of America N A \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount		$ 17,300,000
Credit Agreement \| Bank Of America N A \| Line of credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount		$ 25,000,000.0
Credit agreement period		5 years
Credit agreement, maturity date		Dec. 29, 2025
Credit facility, available amount		$ 7,300,000
Credit agreement, amounts borrowed		$ 10,000,000.0
Credit agreement, springing minimum fixed cost coverage ratio	1.0
Credit agreement, springing minimum fixed cost coverage ratio covenant amount of excess availability under credit facility	$ 3,000,000.0
Credit agreement, springing minimum fixed cost coverage ratio covenant percentage of committed facility	15.00%
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

NET INCOME (LOSS) PER COMMON SHARE

12 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

NOTE 11 — NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss) income per common share is computed by dividing net (loss) income 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 (loss) income per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net (loss) income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Net (loss) income per common share is calculated based upon the following shares:


	Fiscal Year Ended March 31,
	2023			2022		2021
Numerator:
Net (loss) income (dollars in thousands)	$	(34,341	)	$	6,091	$	26,134
Denominator:
Weighted-average common shares outstanding		31,703,712			31,018,356		30,634,553
Weighted-average effect of assumed conversion of stock options and restricted stock		—			276,217		669,174
Weighted-average common shares and share equivalents outstanding		31,703,712			31,294,573		31,303,727
Net (loss) income per common share:
Basic	$	(1.08	)	$	0.20	$	0.85
Diluted	$	(1.08	)	$	0.19	$	0.83


	March 31,
	2023		2022		2021
Common stock options		—		—		—
Restricted shares		—		17,803		—
Total		—		17,803		—

NET INCOME (LOSS) PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income (Loss) Per Common Share ) (Details)	12 Months Ended
	Mar. 31, 2022 shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	17,803
Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	17,803

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net income	$ (34,341)	$ 6,091	$ 26,134
Adjustments to reconcile net income to net cash (used in)
Depreciation	1,369	1,327	1,190
Amortization of intangible assets	653	227	290
Stock-based compensation	1,612	813	753
Amortization of debt issue costs	73	62	157
Loss on debt extinguishment	0	0	90
Deferred income tax benefit	17,881	1,980	(19,860)
(Gain) loss on sale of property and equipment	27	(77)	1
Provision for inventory reserves	628	623	275
Provision for bad debts	65	10	0
Other	96	26	106
Changes in operating assets and liabilities:
Accounts receivable	(586)	4,407	(2,384)
Revenue earned but not billed	1,426	851	(2,370)
Inventories	1,879	(420)	(5,322)
Prepaid expenses and other assets	2,017	(888)	(396)
Accounts payable	2,372	(8,125)	(2,637)
Accrued expenses and other liabilities	2,209	(6,933)	5,797
Deferred revenue, current and long-term	329	(87)	(95)
Net cash (used in) provided by operating activities	(2,291)	(113)	1,729
Investing activities
Cash to fund acquisition, net of cash received	(5,600)	(4,012)	0
Cash paid for investment	0	(500)	0
Purchase of property and equipment	(586)	(518)	(902)
Additions to patents and licenses	(9)	(10)	(51)
Proceeds from sales of property, plant and equipment	0	122	7
Net cash used in investing activities	(6,195)	(4,918)	(946)
Financing activities
Payment of long-term debt	(15)	(14)	(35)
Proceeds from revolving credit facility	10,000	0	8,000
Payment of revolving credit facility	0	0	(18,013)
Payments to settle employee tax withholdings on stock-based compensation	(2)	(5)	(84)
Debt issue costs	(29)	(4)	(245)
Net proceeds from employee equity exercises	58	127	236
Net cash provided by (used in) financing activities	10,012	104	(10,141)
Net (decrease) increase in cash and cash equivalents	1,526	(4,927)	(9,358)
Cash and cash equivalents at beginning of period	14,466	19,393	28,751
Cash and cash equivalents at end of period	15,992	14,466	19,393
Supplemental cash flow information:
Cash paid for interest	(346)	(68)	(118)
Cash paid for income taxes	(87)	(203)	(175)
Supplemental disclosure of non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities	0	0	355
Issuance of common stock in connection with acquisition	$ 800	$ 0	$ 0

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Fiscal 2024	$ 946
Fiscal 2025	949
Fiscal 2026	845
Fiscal 2027	142
Thereafter	0
Total lease payments	2,882
Less: Interest	(233)
Present value of lease liabilities	$ 2,649	$ 3,039

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									$ 74,418	$ 122,936	$ 113,892
Revenue accounted for under other guidance									2,965	1,447	2,948
Total revenue	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 22,058	$ 30,714	$ 36,510	$ 35,101	77,383	124,383	116,840
Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									54,245	90,442	84,716
Revenue accounted for under other guidance									2,965	1,447	2,948
Total revenue									57,210	91,889	87,664
Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									20,173	32,494	29,176
Revenue accounted for under other guidance									0	0	0
Total revenue									20,173	32,494	29,176
Lighting product and installation
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									53,588	117,069	113,740
Lighting product and installation \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									46,500	89,827	84,659
Lighting product and installation \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									7,088	27,242	29,081
Maintenance services
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									14,555	5,825	95
Maintenance services \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									3,266	573	0
Maintenance services \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									11,289	5,252	95
Electric Vehicles
Disaggregation Of Revenue [Line Items]
Total revenue									6,275	0	0
Electric Vehicles \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenue									4,479	0	0
Electric Vehicles \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenue									1,796	0	0
Solar energy related revenues
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									0	42	57
Solar energy related revenues \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									0	42	57
Solar energy related revenues \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers									$ 0	$ 0	$ 0

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Prepaid Expenses And Other Current Assets [Line Items]
Payroll tax credit	$ 0	$ 1,587
Cost of revenue	59,872	90,471	$ 86,716
General and administrative	19,487	11,680	11,262
Sales and marketing	11,392	11,628	10,341
Research and development	1,852	1,701	1,685
American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Payroll tax credit	1,600
General and administrative	300
Sales and marketing	400
Research and development	100
Product revenue
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	42,979	65,249	63,233
Product revenue \| American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	700
Service revenue
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	16,893	$ 25,222	$ 23,483
Service revenue \| American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	$ 100

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Prepaid Expenses and Other Current Assets

As of March 31, 2023, and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands):


	March 31, 2023		March 31, 2022
Payroll tax credit	$	—	$	1,587
Other prepaid expenses		1,116		1,044
Total	$	1,116	$	2,631

DESCRIPTION OF BUSINESS

12 Months Ended

Mar. 31, 2023

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 provides light emitting diode lighting systems, wireless Internet of Things enabled control solutions, project engineering, energy project management design, maintenance services and turnkey electric vehicle charging station installation services 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, Lawrence, Massachusetts and Pewaukee, Wisconsin.

ACCOUNTS RECEIVABLE

12 Months Ended

Mar. 31, 2023

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 4 — 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):


	2023			2022
Accounts receivable, gross	$	13,814		$	11,907
Allowance for doubtful accounts		(86	)		(8	)
Accounts receivable, net	$	13,728		$	11,899

INVENTORIES (Tables)

12 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

As of March 31, 2023 and 2022, Orion's inventory balances were as follows (dollars in thousands):


	Cost		Excess and Obsolescence Reserve			Net
As of March 31, 2023
Raw materials and components	$	9,988	$	(1,094	)	$	8,894
Work in process		693		(135	)		558
Finished goods		9,313		(560	)		8,753
Total	$	19,994	$	(1,789	)	$	18,205
As of March 31, 2022
Raw materials and components	$	10,781	$	(1,140	)	$	9,641
Work in process		1,529		(267	)		1,262
Finished goods		9,593		(664	)		8,929
Total	$	21,903	$	(2,071	)	$	19,832

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 22,731	$ 22,700	$ 1,249
Increase in tax expense	17,800
Unrecognized tax benefits	225		215	$ 285	$ 259
Unrecognized tax benefits that would impact effective tax rate	200
Unrecognized tax benefits, accrued interest and penalties	$ 100		$ 100
Minimum
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	3 years
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	5 years
Tax Year 2022 To 2040
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 118,600
Tax Not Subject To Time Restriction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 19,700
NOL carryforwards, percentage of adjusted taxable income to offset	80.00%
Domestic Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 71,400
Tax credit carryforwards	1,300
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	66,100
Tax credit carryforwards	300
Foreign Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 800

PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Property and equipment
Gross property and equipment	$ 35,234	$ 34,990
Less: accumulated depreciation and amortization	(24,764)	(23,524)
Net property and equipment	10,470	11,466
Land and land improvements
Property and equipment
Gross property and equipment	433	433
Buildings and building improvements
Property and equipment
Gross property and equipment	9,491	9,491
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,782	7,650
Leasehold Improvements
Property and equipment
Gross property and equipment	540	490
Equipment leased to customers
Property and equipment
Gross property and equipment	4,997	4,997
Plant equipment
Property and equipment
Gross property and equipment	11,234	11,130
Vehicles
Property and equipment
Gross property and equipment	720	796
Construction in progress
Property and equipment
Gross property and equipment	$ 37	$ 3

STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Common Stock, Shares

Common Stock, Additional Paid-in Capital

Treasury Stock

Retained Earnings (Deficit)

Shareholders' equity, beginning of period at Mar. 31, 2020

$ 31,035

$ 156,503

$ (36,163)

$ (89,305)

Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020

30,265,997

Exercise of stock options for cash

229

Exercise of stock options for cash (shares)

99,000

Shares issued under Employee Stock Purchase Plan

Shares issued under Employee Stock Purchase Plan (shares)

1,146

Stock-based compensation

753

Stock-based compensation (shares)

450,481

Employee tax withholdings on stock-based compensation

(84)

Employee tax withholdings on stock-based compensation (shares)

(11,324)

Net income (dollars in thousands)

26,134

Shareholders' equity, end of period at Mar. 31, 2021

58,074

157,485

(36,240)

(63,171)

Shareholders' equity, at end of period (shares) at Mar. 31, 2021

30,805,300

Exercise of stock options for cash

121

Exercise of stock options for cash (shares)

31,845

Shares issued under Employee Stock Purchase Plan

Shares issued under Employee Stock Purchase Plan (shares)

1,617

Stock-based compensation

813

Stock-based compensation (shares)

260,014

Employee tax withholdings on stock-based compensation

(5)

Employee tax withholdings on stock-based compensation (shares)

(904)

Net income (dollars in thousands)

6,091

Shareholders' equity, end of period at Mar. 31, 2022

$ 65,100

158,419

(36,239)

(57,080)

Shareholders' equity, at end of period (shares) at Mar. 31, 2022

31,097,872

Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022

31,097,872

Issuance of common stock for acquisition

$ 800

800

Issuance of common stock for acquisition, share

620,067

Issuance of stock and shares for services

Issuance of stock and shares for services (shares)

12,848

Exercise of stock options for cash

Exercise of stock options for cash (shares)

26,646

Shares issued under Employee Stock Purchase Plan

Shares issued under Employee Stock Purchase Plan (shares)

2,274

Stock-based compensation

1,612

Stock-based compensation (shares)

536,622

Employee tax withholdings on stock-based compensation

(2)

Employee tax withholdings on stock-based compensation (shares)

(921)

Net income (dollars in thousands)

(34,341)

^[1]

(34,341)

Shareholders' equity, end of period at Mar. 31, 2023

$ 33,249

$ 160,907

$ (36,237)

$ (91,421)

Shareholders' equity, at end of period (shares) at Mar. 31, 2023

32,295,408

[1]	Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Mar. 31, 2023	May 31, 2023	Sep. 30, 2022
Cover [Abstract]
Entity Registrant Name	Orion Energy Systems, Inc.
Entity Central Index Key	0001409375
Document Type	10-K
Document Period End Date	Mar. 31, 2023
Amendment Flag	false
Document Fiscal Year Focus	2023
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 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
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Auditor Name	BDO USA, LLP
Auditor Location	Milwaukee, WI
Auditor Firm ID	243
Entity Public Float			$ 41,177,495
Entity Common Stock, Shares Outstanding		32,295,408
Documents Incorporated by Reference	Portions of the Registrant's Proxy Statement for the 2023 Annual Meeting of Shareholders to be held on August 10, 2023 are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

LONG-TERM DEBT

12 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 12 — LONG-TERM DEBT

Long-term debt as of March 31, 2023 and 2022 consisted of the following (dollars in thousands):


	March 31,
	2023			2022
Revolving credit facility	$	10,000		$	—
Equipment debt obligations		20			35
Total long-term debt		10,020			35
Less current maturities		(17	)		(16	)
Long-term debt, less current maturities	$	10,003		$	19

Revolving Credit Agreement

On December 29, 2020, Orion entered into a new Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $20.15 million secured revolving credit and security agreement dated as of October 26, 2018, as amended, by and among Orion and Western Alliance Bank, National Association, as lender (the “Prior Credit Agreement”). The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans.

The Credit Agreement provides for a five-year $25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of March 31, 2023, the borrowing base of the Credit Facility supports $17.3 million of availability, with $7.3 million remaining availability net of $10.0 million borrowed.

The Credit Agreement is secured by a first lien security interest in substantially all of Orion’s assets.

Borrowings under the Credit Agreement are permitted in the form of SOFR or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to Orion’s availability under the Credit Agreement. Among other fees, Orion is required to pay an annual facility fee and a fee on the unused portion of the Credit Facility.

The Credit Agreement includes a springing minimum fixed cost coverage ratio of 1.0 to 1.0 when excess availability under the Credit Facility falls below the greater of $3.0 million or 15% of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required.

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.

Orion did not incur any early termination fees in connection with the termination of the Prior Credit Agreement, but did recognize a loss on debt extinguishment of $0.1 million on the write-off of unamortized debt issue costs related to the Prior Credit Agreement. The Prior Credit Agreement was scheduled to mature on October 26, 2021.

Effective November 4, 2022, Orion, with Bank of America, N.A. as lender, executed Amendment No. 1 to its Credit Agreement. The primary purpose of the amendment was to include the assets of the acquired subsidiaries, Stay-Lite Lighting and Voltrek, as secured collateral under the Credit Agreement and to document the conversion from LIBOR to SOFR based loans. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarifies that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement.

As of March 31, 2023, Orion is in compliance with all debt covenants.

Equipment Debt Obligation

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.

Aggregate Maturities

As of March 31, 2023, aggregate maturities of long-term debt were as follows (dollars in thousands):


Fiscal 2024	$	17
Fiscal 2025		3
Fiscal 2026		10,000
	$	10,020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — 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, 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. In addition, other long-term assets includes an equity investment of $0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2023. 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.

The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations.

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 4 – Accounts Receivable for further discussion of the allowance for doubtful accounts.

Incentive Plan

Orion’s compensation committee approved an Executive Annual Cash Incentive Program. Based upon the results for the fiscal years ended March 31, 2023, 2022, and 2021, Orion accrued approximately $0, $0.1 million, and $0.7 million expense related to this plan, respectively.

Revenue Recognition

Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed 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, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. 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 transaction 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 an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated 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 Orion manufactured or sourced 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 Orion manufactured or sourced 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.

Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations.

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.

During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model.

The sale of charging stations and related software subscriptions and renewals is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions and renewals, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer.

The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations.

See Note 10 – 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 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, 2023, Orion recognized a valuation allowance for all of its net 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.

Acquisition Related Costs

Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs.

Concentration of Credit Risk and Other Risks and Uncertainties

Orion’s cash is primarily deposited with one financial institution. 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 2023, 2022 and 2021, no supplier accounted for more than 10% of total cost of revenue.

In fiscal 2023, one customer accounted for 16.2% of revenue. In fiscal 2022, one customer accounted for 49.1% of total revenue. In fiscal 2021, one customer accounted for 56.0% of total revenue. The revenue from this customer is recorded in Orion's OSG segment.

As of March 31, 2023, one customer accounted for 10.8% of accounts receivable. As of March 31, 2022, two customers accounted for 11.8 % and 10.4 % of accounts receivable, respectively.

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 does not anticipate the impact of adoption of this standard will be material on its consolidated statements of operations, cash flows, and the related footnote disclosures.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet.

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Mar. 31, 2023

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
Vendor 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
Tradename	5-10 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, 2023									March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Useful Life		Gross Carrying Amount		Accumulated Amortization			Net
Amortized Intangible Assets
Patents	$	2,521	$	(1,930	)	$	591		8.1	$	2,652	$	(1,932	)	$	720
Licenses		58		(58	)		—		—		58		(58	)		—
Trade name and trademarks		464		(73	)		391		4.3		118		(6	)		112
Customer relationships		5,509		(3,914	)		1,595		3.9		4,178		(3,618	)		560
Vendor relationships		2,600		(183	)		2,417		6.5		—		—			—
Developed technology		900		(900	)		—		—		900		(900	)		—
Total Amortized Intangible Assets	$	12,052	$	(7,058	)	$	4,994		5.6	$	7,906	$	(6,514	)	$	1,392

Indefinite-lived Intangible Assets
Trade name and trademarks	$	1,010	$	—		$	1,010			$	1,012	$	—		$	1,012
Total Indefinite-lived Intangible Assets	$	1,010	$	—		$	1,010			$	1,012	$	—		$	1,012

Total Other Intangible Assets	$	13,062	$	(7,058	)	$	6,004			$	8,918	$	(6,514	)	$	2,404

Summary of Estimated Amortization Expense

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


Fiscal 2024	$	1,093
Fiscal 2025		1,084
Fiscal 2026		846
Fiscal 2027		588
Fiscal 2028		517
Thereafter		866
	$	4,994

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


	Fiscal Year Ended March 31,
	2023		2022		2021
Amortization included in cost of sales:
Patents	$	107	$	183	$	175
Total	$	107	$	183	$	175
Amortization included in operating expenses:
Customer relationships	$	296	$	27	$	47
Vendor relationships		183		—		—
Developed technology		—		11		68
Tradename		67		6		—
Total		546		44		115
Total amortization of intangible assets	$	653	$	227	$	290

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Mar. 31, 2021

Revenues

$ 77,383

$ 124,383

$ 116,840

Cost of revenue

59,872

90,471

86,716

Gross profit

17,511

33,912

30,124

Operating expenses:

General and administrative

19,487

11,680

11,262

Acquisition related costs

765

512

Sales and marketing

11,392

11,628

10,341

Research and development

1,852

1,701

1,685

Total operating expenses

33,496

25,521

23,288

Income from operations

(15,985)

8,391

6,836

Other income (expense):

Other income

Interest expense

(339)

(80)

(127)

Amortization of debt issue costs

(73)

(62)

(157)

Loss on debt extinguishment

(90)

Interest income

Total other expense

(378)

(141)

(318)

Income before income tax

(16,363)

8,250

6,518

Income tax expense (benefit)

17,978

2,159

(19,616)

Net (loss) income

$ (34,341)

^[1]

$ 6,091

$ 26,134

Basic net (loss) income per share attributable to common shareholders

$ (1.08)

^[1]

$ 0.20

$ 0.85

Weighted-average common shares outstanding

31,703,712

31,018,356

30,634,553

Diluted net (loss) income per share

$ (1.08)

^[1]

$ 0.19

$ 0.83

Weighted-average common shares and share equivalents outstanding

31,703,712

31,294,573

31,303,727

Product revenue

Revenues

$ 57,210

$ 91,889

$ 87,664

Cost of revenue

42,979

65,249

63,233

Service revenue

Revenues

20,173

32,494

29,176

Cost of revenue

$ 16,893

$ 25,222

$ 23,483

[1]	Includes $17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2023 USD ($)
Trade name \| Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Estimated Fair Value	$ 164
Estimated Useful Life (Years)	5 years
Trade name \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 300
Estimated Useful Life (Years)	5 years
Vendor relationship \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 2,600
Estimated Useful Life (Years)	7 years
Customer relationships \| Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Estimated Fair Value	$ 509
Estimated Useful Life (Years)	8 years
Customer relationships \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,400
Estimated Useful Life (Years)	3 years

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of March 31, 2023, and March 31, 2022, prepaid expenses and other current assets include the following (dollars in thousands):


	March 31, 2023		March 31, 2022
Payroll tax credit	$	—	$	1,587
Other prepaid expenses		1,116		1,044
Total	$	1,116	$	2,631

During fiscal 2022, Orion recorded a $1.6 million current asset for the anticipated employee retention payroll tax credit (“payroll tax credit”), as expanded and extended by the American Rescue Plan Act of 2021. The credit was recorded as an offset to payroll expense, in accordance with IAS 20, in the following income statement categories: $0.7 million in cost of product revenue, $0.1 million in cost of service revenue, $0.3 million in general and administrative, $0.4 million in sales and marketing, and $0.1 million in research and development expenses. The refund was collected in fiscal 2023.

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	March 31, 2023			March 31, 2022
Land and land improvements	$	433		$	433
Buildings and building improvements		9,491			9,491
Furniture, fixtures and office equipment		7,782			7,650
Leasehold improvements		540			490
Equipment leased to customers		4,997			4,997
Plant equipment		11,234			11,130
Vehicles		720			796
Construction in progress		37			3
		35,234			34,990
Less: accumulated depreciation and amortization		(24,764	)		(23,524	)
Net property and equipment	$	10,470		$	11,466

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
Vehicles		5-7 years

SEGMENT DATA (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total revenue	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 22,058	$ 30,714	$ 36,510	$ 35,101	$ 77,383	$ 124,383	$ 116,840
Outside the United States
Segment Reporting Information [Line Items]
Total revenue									$ 200	$ 0

- Definition

+ References

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 — 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, 2023, Orion had entered into $9.0 million of purchase commitments related primarily to inventory purchases. Orion expects the purchase commitments to be fulfilled within the next 12 months.

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 2023, Orion made matching contributions of $0.2 million. In both fiscal 2022 and 2021, Orion made matching contributions of approximately $0.1 million.

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 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. This sales and use tax audit was settled during the quarter ended June 30, 2022 with no tax adjustment.

SEGMENT DATA (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Corporate and Other
Total Assets	$ 71,579	$ 86,817
Operating Segments \| Orion Services Group
Corporate and Other
Total Assets	19,167	26,642
Operating Segments \| Orion Distribution Services
Corporate and Other
Total Assets	6,021	6,723
Operating Segments \| Orion U.S. Markets
Corporate and Other
Total Assets	10,191	8,017
Operating Segments \| Orion Electric Vehicle Charging Systems
Corporate and Other
Total Assets	11,502	0
Corporate and Other
Corporate and Other
Total Assets	$ 24,698	$ 45,435

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

LEASES

12 Months Ended

Mar. 31, 2023

Leases [Abstract]

LEASES

NOTE 8 — 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.

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 judgment 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 judgment 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 primary manufacturing and distribution facility in Manitowoc, WI. The lease has a 10-year term, with the option to terminate after six years. The lease also has an option to renew for two additional successive periods of five years each. The renewal option is not in the calculation of the right of use asset or liability as the company has considered the termination option in the calculation. 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.

In February 2014, Orion entered into a multi-year lease agreement for use of office space in a multi-use office building in Jacksonville, Florida. The lease has since been extended, most recently during the first quarter of fiscal 2021, and presently terminates on June 30, 2023. Subsequent to year-end, this lease was extended for another three-year term. The agreement is classified as an operating lease.

We lease office space in Lawrence, Massachusetts. The lease presently terminates in October, 2026. The agreement is classified as an operating lease.

We also lease office space in Pewaukee, Wisconsin. The lease has an option to renew one additional period of five years. The lease presently terminates in December, 2026. The renewal option is not in the calculation of the right of use asset or liability as the company has considered the termination option in the calculation. 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 in the next five years.

The weighted average discount rate for Orion’s lease obligations as of March 31, 2023 is 5.4%. The weighted average remaining lease term as of March 31, 2023 is 3.0 years.

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


	Balance sheet classification	March 31, 2023		March 31, 2022
Assets
Operating lease assets	Other long-term assets	$	2,174	$	2,440
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other		823		768
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		1,826		2,271
Total lease liabilities		$	2,649	$	3,039

Orion had operating lease costs of $1.6 million for the year ended March 31, 2023. 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 2024	$	946
Fiscal 2025		949
Fiscal 2026		845
Fiscal 2027		142
Thereafter		—
Total lease payments	$	2,882
Less: Interest		(233	)
Present value of lease liabilities	$	2,649

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 acknowledgment 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, 2023, 2022 and 2020 (dollars in thousands):


	March 31, 2023		March 31, 2022		March 31, 2021
Product revenue	$	2,818	$	1,169	$	2,758
Cost of product revenue		2,771		1,073		2,512

The Consolidated Balance Sheet as of March 31, 2023 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 were not material in the years ended March 31, 2023, 2022 and 2021. Orion accounts for these transactions as operating leases.

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2024	$ 1,093
Fiscal 2025	1,084
Fiscal 2026	846
Fiscal 2027	588
Fiscal 2028	517
Thereafter	866
Amortized Intangible Assets, Net	$ 4,994	$ 1,392

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	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	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, 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	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	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. In addition, other long-term assets includes an equity investment of $0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2023. 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. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations.
Allowance for Doubtful Accounts	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 4 – Accounts Receivable for further discussion of the allowance for doubtful accounts.
Incentive Plan	Incentive Plan Orion’s compensation committee approved an Executive Annual Cash Incentive Program. Based upon the results for the fiscal years ended March 31, 2023, 2022, and 2021, Orion accrued approximately $0, $0.1 million, and $0.7 million expense related to this plan, respectively.
Revenue Recognition	Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed 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, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. 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 transaction 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 an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated 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 Orion manufactured or sourced 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 Orion manufactured or sourced 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. Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. 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. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions and renewals is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions and renewals, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer. The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. See Note 10 – 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 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	Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Statement of Operations on the line item Research and development.
Income Taxes	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, 2023, Orion recognized a valuation allowance for all of its net 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	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.
Acquisition Related Costs	Acquisition Related Costs Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. 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 2023, 2022 and 2021, no supplier accounted for more than 10% of total cost of revenue. In fiscal 2023, one customer accounted for 16.2% of revenue. In fiscal 2022, one customer accounted for 49.1% of total revenue. In fiscal 2021, one customer accounted for 56.0% of total revenue. The revenue from this customer is recorded in Orion's OSG segment. As of March 31, 2023, one customer accounted for 10.8% of accounts receivable. As of March 31, 2022, two customers accounted for 11.8 % and 10.4 % of accounts receivable, respectively.
Recent Accounting Pronouncements	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 does not anticipate the impact of adoption of this standard will be material on its consolidated statements of operations, cash flows, and the related footnote disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an entity to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. The provisions of ASU 2021-08 are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Orion is currently evaluating the impact of adoption of this standard on its consolidated balance sheet.