John Scribante - Chief Executive Officer Scott Jensen - Chief Financial Officer.

Steve Shaw – Sidoti & Company Carter Driscoll - Ascendiant Capital Markets LLC George Gasper - Private Investor.

Good day, ladies and gentlemen, and welcome to Orion Energy’s Second Quarter Fiscal 2014 Conference Call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session with instructions following at that time. (Operator Instructions). As a reminder this conference is being recorded.

Now I’ll turn the conference over to your host Chief Financial Officer, Scott Jensen. Please begin..

Thank you and welcome to Orion Energy's fiscal second quarter conference call. With me today is John Scribante, our Chief Executive Officer. As a reminder, the earnings press release issued today once again includes a section that briefly discusses the supplemental information document that was posted to the company’s website.

This supplemental information document provides additional details and analyses on Orion’s financial performance for the fiscal second quarter ended September 30, 2013. I will now read the Safe Harbor statement.

Remarks that follow, including answers to questions, include statements that we believe to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are generally identified as such because the context of such statements will include words, such as believe, anticipate, expect or words of similar import. Similarly, statements that describe future plans, objectives, or goals are also forward-looking statements.

These forward-looking statements are subject to risks that could cause actual results to be materially different. Those risks include among others, matters that we have described in our press release issued this afternoon and in our filings with the Securities and Exchange Commission.

Except as described in these filings, we disclaim any obligation to update these forward-looking statements, which may not be updated until our next quarterly conference call, if at all. I’d now like to turn the call over to John Scribante, Chief Executive Officer of Orion Energy Systems. Please go ahead, John..

Thanks for that, Scott. Good afternoon everybody and thank you for joining us on this call today. Last quarter we began for the first time in many years providing financial guidance for our investors and today I’m very pleased to say that Orion’s results came within the range for earnings expectations and above those expectations for revenue.

Our revenue rose 42% year-over-year to $27.5 million, which was also up 32% sequentially versus the first quarter of fiscal ’14.

At the same time, we posted earnings excluding some one-time tax benefits and special charges of $0.03 per share and generated $7.6 million in cash from operations as we continued to focus on our inventory management, our cash collection, and improved asset utilization.

The company remains dedicated to increasing shareholder value by driving both topline growth and earnings expansion as well as increased and sustainable return on invested capital.

Our revenue growth this quarter reflected substantial progress with Orion’s large solar project at the Brick Township landfill in New Jersey as renewable energy sales rose to $9.1 million, compared to $2.8 million a year ago.

Our energy efficiency or core lighting business grew to $18.4 million from $16.7 million last year, reflecting the contributions from Harris for the quarter as Scott will review in a moment.

While we’re clearly pleased with the company’s overall growth year over year, the core lighting part of our business declined on an organic basis, primarily due to order timing and the fact that we were working on some rather large national contracts with Coca-Cola and others at this time last year.

We discussed the lumpiness of our orders in the past and we do not anticipate this current softness as being any sort of a trend. In fact, we recently won some very attractive business as I’ll discuss in a moment, which we anticipate will accelerate our growth heading into calendar ’14.

Reflecting the increased solar portion of our revenue, Orion’s gross margin was 28.5% for the fiscal ’14 second quarter, versus 29.9% last year. Solar margins were 21.2% compared to 27.1% in fiscal ’13 and we do not see solar margins significantly improving any time soon.

However, our core lighting gross margins rose to 32.1% from 30.4% year-over-year and this is the area of the business that we’re targeting for growth. Scott will provide some further details about our overall cost structure for fiscal ’14 versus ’13 in a minute.

We ended the quarter with $18.6 million in cash, cash equivalents and short term investments as we continue to strengthen our balance sheet and focus on working capital management. We reduced inventory by $3.3 million in the last two quarters and significantly lowered our receivables balance as well.

Going forward, we’ll focus on improving efficiencies and asset utilization as we ramp up production and look to build economies of scale, while at the same time reducing our materials spend and further streamlining the company’s SG&A.

We’ll also continue to strengthen our sales force and invest in new business development across our core lighting markets through both direct and indirect channels. A key part of our overall corporate strategy lies in improving margins to increase manufacturing volumes and efficiencies and that’s where the acquisition of Harris plays a key part.

Let me go over a few of the recent decisions regarding that integration. So in early October we announced internally that we’d be closing the Harris production operation in Florida and reducing headcount accordingly.

While the facility has a lease that runs into next year, our initiatives have already reduced annual operating costs by an estimated $600,000 and by the end of calendar ’14 we anticipate additional synergies and expense reductions which should increase those total savings to $1 million annually.

We’re now in the process of transferring Harris’s equipment and inventory to Manitowoc and we expect this to be completed by the end of calendar 2013 in December.

In addition, aside from those strategic moves, let me just say that we’re very pleased with the contribution that Harris has provided to Orion in terms of sales, channel development and growth opportunities. Basically everything has proceeded as anticipated with no surprises.

In fact, our engineering team has recently expanded the LDR LED product family that Harris developed into three unique product lines for architectural, industrial and contractor markets.

We expect the Harris and Orion operations to be truly seamless by the end of the current quarter and are looking to rapidly expand in the commercial office market as well as into the federal market, which saw some delays in early October due to the government shutdown, some slight delays.

In addition, our Harris acquisition has already benefited us in terms of our pipeline as we continue to pursue a number of strategic and long term contracts. And on that note, we’ve recently been awarded some very important business with our core lighting operations.

In August for example we signed a three year retrofit agreement with a large, multinational food conglomerate to provide energy efficiency products and services across their facilities worldwide.

During negotiations with this customer, we displaced two other incumbents leaving Orion as the provider for these products, yielding us several million dollars of revenue potential.

The initial forecast during the first year will be North America, but the contract includes overseas locations as well and it is both a fluorescent, linear fluorescent and LED contract depending on the application. We view this win as cementing a very promising long term relationship.

That success was the result of our revitalized focus on our national accounts business and it is one example of what we can do with our robust national account customer base. At the same time, we began an LDR LED pilot program with a major North American financial institution that could lead to a much larger opportunity in the very near future.

We’re in the final stages of a pilot which involves around 500 of these fixtures at our office complex and are looking at an additional location that would have upwards of 5,000 pieces per installation.

We’re very upbeat about this customer as it represents a significant retrofit opportunity and we believe we’ll be able to bring in millions in energy savings as the program rolls out throughout the U.S.

the LDR product line is very promising and as I’ve said in the past, we are definitely investing resources into its introduction into the many channels that we serve.

So while we saw a softening in lighting sales during the quarter, we certainly do not think that this is a trend, more a reflection of simple order timing and as I noted, a top comparison versus last year’s second quarter which included some very strong national account orders.

Our sales force and our resellers are working on expanding the strategically important part of our business where we have technology leadership, a path to greater growth and higher margins.

Indeed, we anticipate that due to the increasing demand for LEDs and the inherent value proposition of retrofit lighting, this will become a larger portion of our business going forward.

While we’re not turning our back on the solar part of our company, we’re simply adjusting to the market realities that lighting is where the growth is, particularly when you have the margin enhancement opportunities that we do by increasing volumes in our high capacity plant and as more and more organizations see the real savings that efficient lighting can bring to their offices, warehouse, facilities and factories.

As I mentioned last quarter, we intend to stay ahead of the competition, not only through technology leadership and sales execution, but also our manufacturing strategy. We will continue to focus on building scale and lighting projects and turnkey engineered solutions so that over time our capacity utilization will increase and margins will expand.

So before turning the call over to Scott, just let me sum up the quarter by saying that we’re pleased with our results and the company’s outlook, particularly with the addition of Harris. We did what we said we would do this quarter and produced great cash flow, strong revenue growth and solid earnings per share.

We’ve also laid out steps to seamlessly integrate Harris and are making excellent progress towards completing this during the quarter. As we remain focused on growth, margin expansion and the execution of our manufacturing strategy, we’re well on our way to even better financial returns. So Scott will review the quarter’s results in detail.

Scott?.

Thank you, John and good day everyone. After the market close today, we reported results for the second quarter of fiscal 2014.

Consistent with prior earnings announcements, we’ve provided additional content within the supplemental information document which was posted to our website earlier this afternoon covering our fiscal second quarter and year-to-date performance.

Accordingly, I will not walk down the P&L on a line-by-line basis, but I do want to address some of the key areas. We continued to make significant progress in our performance as reflected in our results for the fiscal 2014 second quarter. As John mentioned, we delivered revenue growth, profits and strong cash flow from operations.

Revenue of $27.5 million exceeded our prior year second quarter by 42% and included $9.1 million or approximately 33% of total revenue for solar projects within our engineered systems segment. Revenue from our recently acquired Harris business contributed $4.2 million during the second quarter.

As John mentioned, our core lighting channel revenues were down year over year, attributable to several sizeable national account projects that were not anniversaried. As we discussed last quarter, our gross margins continued to be negatively impacted by the higher mix of solar revenue at lower than average company margins.

We continue to mark progress through the construction of the $20 million solar landfill project which we expect to be substantially complete by our fiscal 2014 fourth quarter. Our solar project gross margins were 21.2% this past quarter and we expect our solar margins to be in the low 20% for the remainder of fiscal 2014.

Our lighting efficiency gross margins for the quarter were 32.1%, an improvement over the prior year’s comparable margin of30.4%. Even more encouraging was the fact that manufactured gross margins that are managed to work operations were 33.1% for the quarter despite the aforementioned decline in core lighting revenue.

During our first quarter call, I mentioned several of our initiatives around lean manufacturing concepts and cost containment initiatives.

Our operations team has done a tremendous job executing against these concepts, reducing waste and establishing a cost structure that allows us to scale our manufacturing volumes without incurring incremental variable costs.

Operating expenses were $7.6 million for the fiscal second quarter compared to approximately $9.9 million in the prior year period. Included in our fiscal 2014 second quarter operating expenses were $550,000 in acquisition related expenses that were not included in our prior year second quarter.

Also, as a reminder, during fiscal 2013 we recorded approximately $2.1 million in reorganization expenses related to the management change that occurred last year.

Excluding all such unusual charges in both years, our operating expenses declined by approximately $800,000 or 11% and declined in spite of the significant increase in our overall revenues. This decrease was the result of headcount reductions, spending controls and discretionary spending cuts across all areas of our business.

I’ll discuss our acquisition related expenses in more detail shortly. We reported income from operations of $200,000 for the second quarter of fiscal 2014, compared to a loss from operations of $4.1 million for the second quarter of fiscal 2013.

For the quarter, we reported a net income of $2.4 million or $0.11 per share versus a net loss of $9.7 million or $0.46 per share in the prior year period.

As a result of the acquired assets of Harris and the related tax timing difference and liabilities, we were able to book a benefit of approximately $2.2 million or 40.10 per share against income taxes which had been previously reserved for.

Eliminating this $0.10 per share benefit and the $0.02 of acquisition related expenses, our operating EPS for the quarter was $0.03. For the first half of fiscal 2014 we reported a net loss from operations of $600,000, compared to a net loss from operations of $7.7 million for the first half of fiscal 2013.

For the first half, we reported net income of $1.6 million or $0.08 in earnings per share, compared to a fiscal 2013 first half loss of $11.6 million or a $0.53 per share loss.

Our prior year first half was impacted by a $4.1 million income tax expense or approximately $0.19 in earnings per share related to a valuation allowance established against our deferred tax assets. Let me take a moment to further discuss the unusual purchase accounting charges recorded during the second quarter.

As I mentioned, we recorded approximately $550,000 within our operating expenses. Due to the variable nature of the $1 million contingent share consideration in the earn-out, we were required to mark-to-market the appreciation in our share price from the closing date through the end of the quarter.

In addition, most of the former Harris shareholders who became Orion employees must remain employed through the earn-out period. We recorded compensation expense, also mark-to-market during the quarter for the contingent consideration related to these employees. Also, we recorded $425,000 in non-cash expenses under these mark-to-market adjustments.

Finally, we did incur legal and accounting expenses that we do not expect to recur at the same rate in future quarters. In late October we completed an amendment to the earn-out provisions within the Harris purchase agreement.

In the amendment, we eliminated the performance requirements to qualify for the consideration and we established a fixed value for the consideration as well. We’ll benefit from both of these changes.

First, as we’ve gotten greater visibility into the Harris business post-closing, we’ve gained increasing confidence that the earn-out targets were more likely than not to be achieved. We believe that we will benefit from eliminating these earn-out entanglements, allowing us to make even better decisions and execute upon them.

This was demonstrated in the recent decision to consolidate manufacturing operations and accelerate cost synergies. Secondly, we’ve eliminated the mark-to-market adjustments driven by price moving in our common stock which will allow us to more confidently forecast earnings.

We will continue to record compensation expense over the next five quarters related to the employee Harris shareholders, but that value is now fixed and determinable without any volatility. The amendment change effectively commits us to settle the first earn-out [trench] at approximately $600,000 in common stock on January 1, 2014.

This amount was determined based upon the fair value of $3.80 per share, which was expected to be settled under the original earn-out provision. The second [trench] will be settled with a cash payment of $800,000 on January 1, 2015 and was determined again using the fair value of the original earn-out discounted by 10%.

Turning to the balance sheet, we ended the fiscal 2014 second quarter with $17.6 million in cash and cash equivalents. This equates to a 22% increase from our March 31, 2013 cash balance despite the $5 million cash purchase price paid to acquire Harris early in our fiscal 2014 second quarter.

Our cash growth has been absolutely stellar during the fiscal 2014 first half. We generated $7.6 million of cash from operations during the second quarter, bringing our first half cash flow provided by operations to 49.6 million.

John and I are extremely proud of the accomplishments achieved across our organization in generating EBITDA profits and efficient working capital management through reductions and receivables and inventory.

Our minimal capital expenditures during the first half were related to IT initiatives and investments in new product development and related tooling. Our debt service for the quarter was approximately $650,000.

In the future, we expect an increase in quarterly debt service payments of approximately $280,000 due to the seller provided debt from the Harris acquisition. There were no borrowings outstanding under our revolving credit facility as of September 30, 2013 which has availability of $13.3 million.

With a strong balance sheet and a continuing focus on cash from operations, we have no liquidity concerns related to managing our business.

For the third quarter of fiscal 2014, the three months ending December 31, 2013 the company anticipates revenue in the range of $30 million to $33 million and earnings per share between $0.04 and $0.07 per diluted share. I’ll now turn the call back over to John for some closing remarks.

John?.

Thanks Scott. Before opening the call for questions, just let me just say that we’re very pleased with the rapid pace of transformation Orion has gone through these past few quarters.

Not only are we now profitable, a growing technology leader in the energy space, but we have purchased and nearly completed the integration of the company that will help propel us forward into the LED markets across many new channels.

Our cash flow is strong and the demand for our installations is clearly growing as evidenced by some of the large multinational contracts that we’ve recently won. As noted this quarter, we continued to see some lumpiness in orders which will need to be overcome through more focused topline expansion and sound execution of our operating strategy.

We’re dedicated to improving manufacturing efficiencies as rapidly as possible and increase the capacity utilization at our operations. This will in turn increase margins.

As well the shift over time to a greater proportion of our revenue coming from the lighting industry versus the solar market, which is typified by long lead times and less attractive margins.

While we’ll continue to service this area, we believe that the sound strategy for us really lies in leveraging our sales and engineering talent to expand our presence in lighting, particularly in the LED arena. We believe that Orion is on the right path to more predictable earnings, improved margins and sustained growth.

Our customer focus is second to none and we’ll continue to invest in new technologies, product line expansion and business development to propel this company forward and meet the increasing demand which we see in the years to come.

We believe the company is very well positioned in the markets that we serve and we’re pursuing the channels customers and economies of scale that will deliver real shareholder value in the future. With that operator, we will now open it up for questions. Thank you..

(Operator Instructions). Our first question is from Steve Shaw from Sidoti & Company. Your line is open. .

Was all the solar growth related to the large project and was there anything else in there?.

Predominantly the majority of it was the large projects, Steve. We’ve got a few other projects in process right now that are predominantly service driven smaller projects where we’re providing engineering design, construction management activities. But the landfill project was the predominant amount of that $9.1 million.

And then apologies if you guys talked about this. I may have missed this.

The cost initiatives that you guys have instituted as of late, is there a dollar number that you guys could put up for the quarter that you saved?.

Yeah. I talked a little bit about that net operating expense change which was $800,000. The cost containment initiatives are a little larger than that because we have been increasing our sales force. So the sales force adds have net backed down, but within the operating expenses year-over-year it’s about $800,000.

That’s consistent with the approximate net $3 million that we had talked about on an annualized basis in the past for our cost containment and cost reduction initiatives. .

How many sales have you had this quarter?.

Sales before that? That – what do we have, three, four?.

One per quarter and then with the Harris acquisition four on top of that. So seven in the quarter. .

One for mark plus four, seven in the quarter..

Next question is from Carter Driscoll of Ascendiant Capital. Your line is open. .

I was hoping you could talk about the way you view your solar initiatives.

Obviously you want to focus on your core lighting operations, but it sounds as though not only is this going to be a business potentially under … with the worst margins split in your core business, the one which you offer some assurances that you have goo expertise that might not be core to your business.

Wondering about what’s the potential for winding down either investment on that side what happens in terms of resources committed to that business now? Just bring out if you were to hypothetically decide to exit that business, what it would entail..

Great question, Carter. The business was formed really by accumulating a series of existing people in our business that had a lot of experience in just general construction, general installation and as we ramped up solar, we utilized many of the people that have been with our company for eight or 10 years.

Scaling it back is really a matter of redeploying those resources essentially the same business. It’s construction. It’s working with the utilities, working with incentives, the engineering. All that is very relevant on the lighting side, on the retrofit side of our business.

So we’ve already been scaling that back and deploying and sharing those resources with other parts of our business. The market – the distributed generation solar market is not a favorable market for us as it once was.

A lot of that market demand shifted into residential and utility and with the incentives dropping as they have in say the northeast where we did spend a lot of our time, it has truly put pressure on our margins and we decided that we will be very selective in those opportunities.

And as our core customers, our national account customers have opportunities and it’s good business for us we will pursue that. But it is a nice business to have where we can really allocate resources back and forth from the lighting construction to the solar construction..

We have very little capital assets tied to that business. So if we do decide to continue to redeploy where the opportunities present themselves, we don’t have any charges that we would take to exit the business..

That was going to be my next question. Thank you for that additional color. Could you talk maybe about, one of the underlying opportunities from buying Harris was the government segment.

Can you talk about -- potentially the shutdown could have verberations beyond the limited timeframe that did exist and potentially we have a very divided government and you could have another shutdown in the first quarter of next year. And how that’s playing out in terms of the renaissance potentially in that segment to engage..

It clearly locked us out during the first couple of weeks there. We’ve really had a difficult time getting back in, getting back on those bases. So it will have an impact, although we did take that into consideration when we provided our earnings guidance for the quarter. So we expect to get back in there. You’re right though.

It’s a risk being in that segment..

(Operator Instructions). Next question is from George Gasper, a Private Investor. Your line is open. .

Actually I’m impressed with your operations through the quarter and the outlook. I’d like to talk a little bit about that outlook. What I’m impressed about and if you could highlight this, your backlog is down and probably because of your solar pasture. Your sales estimate is pretty impressive relative even to the last quarter.

There’s got to be a shift in mix obviously, but I would consider this to be a very positive outlook considering the decline in backlog.

Where do you see this all coming from in the quarter?.

Very good questions, George and you’re right. Our decline in backlog is predominantly driven by the solar side of our business. So as we’ve been working through that large contract that’s’ been the reason for the decrease. We’re encouraged so on the lighting side obviously the Harris acquisition is accretive year-over-year from that perspective.

We’re encouraged by what we’re seeing right now. John talked about that national account contract that we’ve signed. We’re very encouraged by early indication on several fronts with the LDR product. We’re looking at very strong incentive markets right now within states. There’s dollars that are being allocated so we’re encouraged by that.

Then just general macro – the purchasing manager’s index has been up. That’s generally been an indicator for us of spending dollars. That’s what we’re seeing as we head into the back half..

And then a question on the transfer of the manufacturing equipment out of Harris. I know when walking the floor at your annual meeting time, the network.

You obviously have a room to put this equipment in, but what do you see -- can you focus in on what your capacity revenue wise may be and network once you’ve concluded this transition relative to where you are now?.

That’s a great question. So we’ve always looked at the equipment and the infrastructure to be able to support on an annual basis approximately $250 million of manufactured revenue. We’ve operated at less than 20% of that capacity.

So the ability to be able to bring some of Harris’s equipment in and through all the initiatives that I mentioned during the call, our lean initiatives, to be able to do so without adding any headcount.

So we’re looking at really maintaining the existing headcount in Manitowoc to the best of our ability, but being able to bring in their lighting revenues and really drive additional gross margin and leveraging the capacity that we have available to us..

And then if I could ask just one additional or just a comment. There is the latest Kiplinger Letter just out this week is highlighting very bullish comments on the LED business and talking specifically about the outfitting of big warehouses to save upwards of $100,000 a year, indicating 75% energy savings despite the higher LED cost.

This is pretty positive commentary.

Do you have any thoughts to highlight what they’re saying in here?.

Yeah, absolutely. That’s the big idea here. That’s the business that’s really going to be the most meaningful for Orion going forward. We have a major, major shift in the marketplace that is making LED a much more viable alternative than even the linear fluorescent in a lot of markets.

So we’re up with our linear fluorescent and at the same time building out LED. We are seeing that shift as you had indicated to occur not only in the warehousing space, but now in the office space, retail space. You really you’re seeing it in gas station canopies. You’re seeing it in streetlights.

The city of New York just announced every streetlight in New York or every – yes, streetlight in New York City, not the traffic lights, but the overhead lights are moving to LED. The market opportunity just retrofit alone is $5, $6, $7 billion just in the U.S market. So that’s the big idea. That’s the strategy. That’s where we’re pursuing it.

But we’re doing it not as a single play LED basis. We’re doing it to continue running our linear fluorescent which in a lot of markets hasn’t reached that tipping point. So it is a transformation and it’s going to occur over the next several years.

We’re gearing up and preparing for that and certainly we have the capacity in our plant at least for the next several years..

There are no further questions at this time. I’d like to turn the call over to Mr. Scribante for any closing remarks..

Great. Thank you. It’s been a pleasure to be here and I appreciate you taking the time. We look forward to another great quarter and we’ll see you again shortly. So thank you again and appreciate your questions..

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect. Have a wonderful day..