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Quotes & Info
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| OESX > SEC Filings for OESX > Form 10-Q on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Quarterly Report
recommendations to our senior management regarding the technologies' viability,
develop commercialization tactics, and if determined commercially viable,
ultimately add the technology into our menu of products, applications and
services offered through our distribution channels. We are currently researching
three test solar photovoltaic electricity generating projects. These projects
are expected to help us answer technological, installation and commercial
feasability questions before determining how this technology may fit into our
overall business plan.
Revenue and Expense Components
Revenue. We sell our energy management products and services directly to
commercial and industrial customers, and indirectly to end users through
wholesale sales to electrical contractors and value-added resellers. We
currently generate the substantial majority of our revenue from sales of HIF
lighting systems and related services to commercial and industrial customers.
While our services include comprehensive site assessment, site field
verification, utility incentive and government subsidy management, engineering
design, project management, installation and recycling in connection with our
retrofit installations, we separately recognize service revenue only for our
installation and recycling services. Except for our installation and recycling
services, all other services are completed prior to product shipment and revenue
from such services is included in product revenue because evidence of fair value
for these services does not exist. In the first half of fiscal 2010, we
maintained our efforts in selling through our contractor and value-added
reseller channels with marketing through mass mailings, participating in
national trade organizations and providing training to channel partners on our
sales methodologies. These wholesale channels accounted for approximately 38% of
our total revenue volume in the first half of fiscal 2010 which was comparable
to the 40% of total revenues contributed in fiscal 2009.
In October 2008, we introduced to the market a financing program called the
Orion Virtual Power Plant ("OVPP") for our customer's purchase of our energy
management systems without an up-front capital outlay. The OVPP is structured as
an operating lease in which we receive monthly rental payments over the life of
the contract, typically 12 months, with an annual renewable agreement with a
maximum term between three and five years. This program creates a revenue
stream, but may lessen near-term revenues as the payments are recognized as
revenue on a monthly basis over the life of the contract versus upfront upon
product shipment or project completion. However, we do retain the option to sell
the payment stream to a third party finance company, as we have done under the
terms of our former financing program, in which case the revenue would be
recognized at the net present value of the total future payments from the
finance company upon completion of the project. The OVPP program was established
to assist customers who are interested in purchasing our energy management
systems but who have capital expenditure budget limitations. For the six months
ended September 30, 2009, we recognized $0.2 million of revenue from completed
OVPP contracts. As of September 30, 2009, we had signed 67 customers to OVPP
contracts representing future gross revenue streams of $6.2 million. In the
future, we expect an increase in the volume of OVPP contracts as our customers
take advantage of our value proposition without incurring an up-front capital
cost.
We recognize revenue on product only sales at the time of shipment. For projects
consisting of multiple elements of revenue, such as a combination of product
sales and services, we separate the project into separate units of accounting
based on their relative fair values for revenue recognition purposes.
Additionally, the deferral of revenue on a delivered element may be required if
such revenue is contingent upon the delivery of the remaining undelivered
elements. We recognize revenue at the time of product shipment on product sales
and on services completed prior to product shipment. We recognize revenue
associated with services provided after product shipment, based on their fair
value, when the services are completed and customer acceptance has been
received. When other significant obligations or acceptance terms remain after
products are delivered, revenue is recognized only after such obligations are
fulfilled or acceptance by the customer has occurred.
Our dependence on individual key customers can vary from period to period as a
result of the significant size of some of our retrofit and multi-facility
roll-out projects. Our top 10 customers accounted for approximately 32% and 38%
of our total revenue for the first half of fiscal 2010 and fiscal 2009,
respectively. No single customer accounted for more than 10% of our total
revenue for either our first half of fiscal 2010 or fiscal 2009. To the extent
that large retrofit and roll-out projects become a greater component of our
total revenue, we may experience more customer concentration in given periods.
The loss of, or substantial reduction in sales volume to, any of our significant
customers could have a material adverse effect on our total revenue in any given
period and may result in significant annual and quarterly revenue variations.
Our level of total revenue for any given period is dependent upon a number of
factors, including (i) the demand for our products and systems, including our
OVPP program and any new products, applications and services that we may
introduce through our new OTV division; (ii) the number and timing of large
retrofit and multi-facility retrofit, or "roll-out," projects; (iii) the level
of our wholesale sales; (iv) our ability to realize revenue from our services
and our OVPP program, including whether we decide to either retain or resell the
expected future cash flows under our OVPP program and the relative timing of the
resultant revenue recognition; (v) market conditions; (vi) our execution of our
sales process; (vii) our ability to compete in a highly competitive market and
our ability to
respond successfully to market competition; (viii) the selling price of our
products and services; (ix) changes in capital investment levels by our
customers and prospects; and (x) customer sales cycles. As a result, our total
revenue may be subject to quarterly variations and our total revenue for any
particular fiscal quarter may not be indicative of future results.
Bookings. We define bookings as the total contractual value of all firm purchase
orders received for our products and services and the gross revenue stream for
all OVPP contracts upon the execution of the contract. For the three months
ended September 30, 2008 and 2009, our bookings were $20.2 million and
$20.3 million, which for the September 30, 2009 quarter included $2.4 million of
future gross revenue streams associated with OVPP contracts. For the six months
ended September 30, 2008 and 2009, our bookings were $33.6 million and
$35.8 million, which for the September 30, 2009 first half included $4.7 million
of future gross revenue streams associated with OVPP contracts.
Backlog. We define backlog as the total contractual value of all firm orders
received for our lighting products and services. Such orders must be evidenced
by a signed proposal acceptance or purchase order from the customer. Our backlog
does not include OVPP contracts or national account contracts that have been
negotiated, but for which we have not yet received a purchase order for the
specific location. As of September 30, 2009, we had a backlog of firm purchase
orders of approximately $4.0 million. We generally expect this level of firm
purchase order backlog to be converted into revenue within the following
quarter. Principally as a result of the continued lengthening of our customer's
purchasing decisions because of current economic conditions and related factors,
the continued shortening of our installation cycles and the number of projects
sold through national and OVPP contracts, a comparison of backlog from period to
period is not necessarily meaningful and may not be indicative of actual revenue
recognized in future periods.
Cost of Revenue. Our total cost of revenue consists of costs for: (i) raw
materials, including sheet, coiled and specialty reflective aluminum;
(ii) electrical components, including ballasts, power supplies and lamps;
(iii) wages and related personnel expenses, including stock-based compensation
charges, for our fabricating, coating, assembly, logistics and project
installation service organizations; (iv) manufacturing facilities, including
depreciation on our manufacturing facilities and equipment, taxes, insurance and
utilities; (v) warranty expenses; (vi) installation and integration; and
(vii) shipping and handling. Our cost of aluminum can be subject to commodity
price fluctuations, which we attempt to mitigate with forward fixed-price,
minimum quantity purchase commitments with our suppliers. We also purchase many
of our electrical components through forward purchase contracts. We buy most of
our specialty reflective aluminum from a single supplier, and most of our
ballast and lamp components from a single supplier, although we believe we could
obtain sufficient quantities of these raw materials and components on a price
and quality competitive basis from other suppliers if necessary. Purchases from
our current primary supplier of ballast and lamp components constituted 16% of
our total cost of revenue for the first six months of fiscal 2010 and were 22%
of total cost of revenue for the first six months of fiscal 2009. Our production
labor force is non-union and, as a result, our production labor costs have been
relatively stable. We have been expanding our network of qualified third-party
installers to realize efficiencies in the installation process. Toward the end
of fiscal 2008, we began to vertically integrate some of our processes performed
at outside suppliers to help us better manage delivery lead time, control
process quality and inventory supply. We installed a coating line and acquired
production fabrication equipment. In fiscal 2009, we installed a power cord
assembly line. Each of these production lines provide us with additional
capacity and we expect that these additions will help to reduce overall unit
costs upon the equipment becoming more fully utilized. In the first half of
fiscal 2010, we reduced headcounts and improved production product flow through
reengineering of our assembly stations.
Gross Margin. Our gross profit has been, and will continue to be, affected by
the relative levels of our total revenue and our total cost of revenue, and as a
result, our gross profit may be subject to quarterly variation. Our gross profit
as a percentage of total revenue, or gross margin, is affected by a number of
factors, including: (i) our mix of large retrofit and multi-facility roll-out
projects with national accounts; (ii) the level of our wholesale sales (which
generally have historically resulted in higher relative gross margins, but lower
relative net margins, than our sales to direct customers); (iii) our realization
rate on our billable services; (iv) our project pricing; (v) our level of
warranty claims; (vi) our level of utilization of our manufacturing facilities
and production equipment and related absorption of our manufacturing overhead
costs; (vii) our level of efficiencies in our manufacturing operations; and
(viii) our level of efficiencies from our subcontracted installation service
providers.
Operating Expenses. Our operating expenses consist of: (i) general and
administrative expenses; (ii) sales and marketing expenses; and (iii) research
and development expenses. Personnel related costs are our largest operating
expense. While we have recently focused on reducing our personnel costs and
headcount in certain functional areas, we do nonetheless believe that future
opportunities within our business remain strong. As a result, we may choose to
selectively add to our sales staff based upon opportunities in regional markets.
Our general and administrative expenses consist primarily of costs for:
(i) salaries and related personnel expenses, including stock-based compensation
charges related to our executive, finance, human resource, information
technology and operations organizations; (ii) public company costs, including
investor relations and audit; (iii) occupancy expenses; (iv) professional
services fees; (v) technology related costs and amortization; (vi) bad debt and
asset impairment charges; and (vii) corporate-related travel.
Our sales and marketing expenses consist primarily of costs for: (i) salaries
and related personnel expenses, including stock-based compensation charges
related to our sales and marketing organization; (ii) internal and external
sales commissions and bonuses; (iii) travel, lodging and other out-of-pocket
expenses associated with our selling efforts; (iv) marketing programs; (v)
pre-sales costs; and (vi) other related overhead.
Our research and development expenses consist primarily of costs for:
(i) salaries and related personnel expenses, including stock-based compensation
charges, related to our engineering organization; (ii) payments to consultants;
(iii) the design and development of new energy management products and
enhancements to our existing energy management system; (iv) quality assurance
and testing; and (v) other related overhead. We expense research and development
costs as incurred.
In fiscal 2009, we incurred increased general and administrative expenses in
connection with our becoming a public company, including increased accounting,
audit, investor relations, legal and support services and Sarbanes-Oxley
compliance fees and expenses. Our operating expenses continued to increase in
the first half of fiscal 2010 as a result of the completion of our new
technology center and the related building occupancy costs. We expense all
pre-sale costs incurred in connection with our sales process prior to obtaining
a purchase order. These pre-sale costs may reduce our net income in a given
period prior to recognizing any corresponding revenue. We also intend to
continue to invest in our research and development of new and enhanced energy
management products and services.
We recognize compensation expense for the fair value of our stock option awards
granted over their related vesting period. We recognized $0.7 million in the
first six months of fiscal 2010 and $1.6 million of stock-based compensation
expense in fiscal 2009. As a result of prior option grants, we expect to
recognize an additional $4.6 million of stock-based compensation over a weighted
average period of approximately seven years, including $0.7 million in the last
six months of fiscal 2010. These charges have been, and will continue to be,
allocated to cost of product revenue, general and administrative expenses, sales
and marketing expenses and research and development expenses based on the
departments in which the personnel receiving such awards have primary
responsibility. A substantial majority of these charges have been, and likely
will continue to be, allocated to general and administrative expenses and sales
and marketing expenses.
Interest Expense. Our interest expense is comprised primarily of interest
expense on outstanding borrowings under long-term debt obligations described
under "- Liquidity and Capital Resources - Indebtedness" below, including the
amortization of previously incurred financing costs. We amortize deferred
financing costs to interest expense over the life of the related debt
instrument, ranging from six to fifteen years.
Dividend and Interest Income. Our dividend income consists of dividends paid on
preferred shares that we acquired in July 2006. The terms of these preferred
shares provided for annual dividend payments to us of $0.1 million. The
preferred shares were sold back to the issuer in June 2008 and all dividends
accrued were paid upon sale. We also report interest income earned on our cash
and cash equivalents and short term investments. For the first half of fiscal
2010, our interest income declined as a result of the decrease in our cash and
cash equivalents and declining market rates.
Income Taxes. As of September 30, 2009, we had net operating loss carryforwards
of approximately $9.2 million for federal tax purposes and $6.8 million for
state tax purposes. Included in these loss carryforwards were $5.3 million for
federal and $3.8 million for state tax purposes of compensation expenses that
were associated with the exercise of nonqualified stock options. The benefit
from our net operating losses created from these compensation expenses has not
yet been recognized in our financial statements and will be accounted for in our
shareholders' equity as a credit to additional paid-in capital as the deduction
reduces our income taxes payable. We also had federal and state credit
carryforwards that each total approximately $0.5 million as of March 31, 2009.
We believe it is more likely than not that we will realize the benefits of most
of these assets and have recorded for an allowance of $45,000 due to our state
apportioned income and the potential expiration of the state tax credits due to
the carryforwards period. These federal and state net operating losses and
credit carryforwards are available, subject to the discussion in the following
paragraph, to offset future taxable income and, if not utilized, will begin to
expire in varying amounts between 2020 and 2029.
Generally, a change of more than 50% in the ownership of a company's stock, by
value, over a three year period constitutes an ownership change for federal
income tax purposes. An ownership change may limit a company's ability to use
its net operating loss carryforwards attributable to the period prior to such
change. In fiscal 2007 and prior to our IPO, past issuances and transfers of
stock caused an ownership change for certain tax purposes. When certain
ownership changes occur, tax laws require that a calculation be made to
establish a limitation on the use of net operating loss carryforwards created in
periods prior to such ownership change. For
fiscal year 2008, utilization of our federal loss carryforwards was limited to
$3.0 million. There was no limitation that occurred for fiscal 2009. For fiscal
2010, we do not anticipate a limitation on the use of our net operating loss
carryforwards.
Results of Operations
The following table sets forth the line items of our consolidated statements of
operations on an absolute dollar basis and as a relative percentage of our total
revenue for each applicable period, together with the relative percentage change
in such line item between applicable comparable periods set forth below (dollars
in thousands):
Three Months Ended September 30, Six Months Ended September 30,
2008 2009 2008 2009
% of % of % % of % of %
Amount Revenue Amount Revenue Change Amount Revenue Amount Revenue Change
Product revenue $ 17,280 92.1 % $ 13,763 94.1 % (20.4 )% $ 30,169 86.5 % $ 24,440 89.7 % (19.0 )%
Service revenue 1,480 7.9 % 856 5.9 % (42.2 )% 4,697 13.5 % 2,807 10.3 % (40.2 )%
Total revenue 18,760 100.0 % 14,619 100.0 % (22.1 )% 34,866 100.0 % 27,247 100.0 % (21.9 )%
Cost of product
revenue 11,467 61.1 % 9,222 63.1 % (19.6 )% 20,080 57.6 % 17,094 62.8 % (14.9 )%
Cost of service
revenue 958 5.1 % 632 4.3 % (34.0 )% 3,254 9.3 % 1,887 6.9 % (42.0 )%
Total cost of revenue 12,425 66.2 % 9,854 67.4 % (20.7 )% 23,334 66.9 % 18,981 69.7 % (18.7 )%
Gross profit 6,335 33.8 % 4,765 32.6 % (24.8 )% 11,532 33.1 % 8,266 30.3 % (28.3 )%
General and
administrative
expenses 2,893 15.4 % 3,143 21.5 % 8.6 % 5,508 15.8 % 6,307 23.1 % 14.5 %
Sales and marketing
expenses 2,771 14.8 % 2,962 20.2 % 6.9 % 5,423 15.6 % 6,113 22.4 % 12.7 %
Research and
development expenses 373 2.0 % 491 3.4 % 31.9 % 791 2.3 % 910 3.3 % 15.0 %
Income (loss) from
operations 298 1.6 % (1,831 ) (12.5 )% (714.4 )% (190 ) (0.5 )% (5,064 ) (18.5 )% NM
Interest expense 41 0.2 % 74 0.5 % 80.5 % 108 0.3 % 130 0.5 % 20.4 %
Dividend and interest
income 550 2.9 % 76 0.5 % (86.2 )% 1,167 3.3 % 198 0.7 % (83.0 )%
Income (loss) before
income tax 807 4.3 % (1,829 ) (12.5 )% (326.6 )% 869 2.5 % (4,996 ) (18.3 )% (674.9 )%
Income tax expense
(benefit) 354 1.9 % (430 ) (2.9 )% 221.5 % 382 1.1 % (824 ) (3.0 )% 315.7 %
Net income (loss) $ 453 2.4 % $ (1,399 ) (9.6 )% (408.8 )% $ 487 1.4 % $ (4,172 ) (15.3 )% (956.7 )%
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NM = Not Meaningful
Revenue. Product revenue decreased from $17.3 million for the fiscal 2009 second quarter ended September 30, 2008 to $13.8 million for the fiscal 2010 second quarter ended September 30, 2009, a decrease of $3.5 million, or 20%. Product revenue decreased from $30.2 million for the first half ended September 30, 2008 to $24.4 million for the first half ended September 30, 2009, a decrease of . . .
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