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

Philip Shen - ROTH Capital Steve Dyer - Craig-Hallum Carter Driscoll - Ascendiant Steve Dyer - Craig-Hallum Jim McIlree - Chardan Capital.

Good day, ladies and gentlemen. Welcome to Orion Energy Systems’ Fourth Quarter and Year End Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and 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, John Scribante, Chief Executive Officer. Please begin..

Thank you, and good afternoon, everybody. With me today is Scott Jensen, our Chief Financial Officer. In this afternoon’s call, I will provide a brief update on our business operations, what we are seeing in the market and the opportunities we find ahead of us.

And then Scott will review our fourth quarter and year end results and lastly, I will return for closing comments. And as usual we will be taking questions at the conclusion of our prepared remarks. Before I begin I’d like to turn the call over to Scott..

Thank you, John. We issued the announcement of Orion’s fiscal 2014 fourth quarter and year end results this afternoon. The release includes a section that briefly describes the supplemental information document that was posted to the company’s website.

This supplemental information provides further additional details and analysis on Orion’s financial performance for the fiscal fourth quarter and year ended March 31, 2014. We will also be utilizing slide show presentation in conjunction with this call. This presentation is available on our website’s Investor Relations section.

We welcome each of you to review this presentation and follow along. 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 of 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. With that, I will turn it back over to John..

Thank you, Scott. To begin with, we made strong progress throughout fiscal 2014 and believe there are great opportunities ahead for Orion. We generated almost $10 million in net operating cash last fiscal year, positioning us for making strategic investments this year in anticipation of strong LED market.

We see our pipeline growing in the LED market and have substantial room for operating margin improvement as we increase capacity utilization of our manufacturing facility. We have a defined strategy and we're very optimistic about our business prospects, especially in terms of our market-leading office LDR product line.

We have made every effort to be transparent to each of you about the opportunity ahead of us, noting the challenges along the way in the short-term, which I'll detail later in this call.

As Scott mentioned, we do have a slide presentation for those of you who would like to follow on during this call and as you'll see on slide three, we did report relatively flat revenues for fiscal 2014 with a decrease during the fourth quarter. So let me take a few minutes to address this.

The year-over-year sales decline was due to a number of factors.

The largest is that Orion is transitioning to become a predominantly solid-state LED lighting retrofit company and we're at the stage where our target customers in the retail, office and industrial sectors are more thoroughly analyzing the decisions to switch as the next-generation of lighting takes over, thus causing delays.

The early adopters have made their move and the vast majority of the market is still yet to come. We are confident about our value proposition including the payback that our LED products provide our customers. We also understand that the building manager with a budget wants to ensure that when his business makes the change.

It will produce the greatest amount benefits. In fiscal 2015, our primary goal is to drive LED product sales and we've been seeing a number of trends that are very encouraging to our ability to grow in this space, which I will detail shortly.

The other factors that affected our quarterly operations was the scheduled decline in our non-core solar operations, delays from the government shutdown and the December 2013 expiration of federal tax credits.

While we do not believe the solar projects are in Orion’s best interest in the long-term, we were very pleased with the results that we achieved from these projects in the past.

Finally, in fiscal 2014 fourth quarter, we completed, excuse me, we completed the sale of our lease corporate jet, which resulted in a charge for the period, but we expect it will result in annual savings of over $1 million.

In the next three slides, we wanted to point out some of the accomplishments our team has made since my appointment as CEO in September 2012, as well as to address the challenges we’ve had overcome.

We faced the challenge of excess costs, while needing to realign ourselves to shorten our customer demand cycle and provide a newer suite of products in LED and other lighting solutions.

So over the course of the last fiscal year, we focused on implementing cost savings initiatives to improve our operational efficiencies, generate cash flow and transform the company into an operation with a solid foundation it needs to grow rapidly. Total net annual cost savings that will roll into the New Year is $4 million.

We reconfigured our operations by implementing lean manufacturing processes, reorganize the company’s sales force, while increasing the number of salespeople to better serve our customers and completed the acquisition and integration of Harris Manufacturing and Harris LED to expand our LED product offering, as well as the sales channel.

And after having completed these challenging tests, we are now focused on expanding our customer base and sales in our primary LED markets, that is industrial highway, area lighting, as well as commercial and retail. On slide seven, we briefly outline what we believe we can provide customers and how we're going to win business.

We are uniquely positioned to dominate in the lighting retrofit space as a preferred manufacturer and service provider. These are the reasons customers will feel compelled to move forward with our LED solutions.

During the past year we work to make the installation time shorter, the products more user-friendly and conformable, while lowering the maintenance costs and ultimately shortening the payback time and increasing the return on investment for our customers.

This year our focus is on creating a customer experience that cannot be replicated by its competitors. In recent months we started to see a number of positive trends. First, is our pipeline, when Orion present it solutions, we generally will prevail.

In the last four months, we've been growing our pipeline in customer touches and expect significant conversions in the back half of this fiscal year.

The second is that we received a strong positive response to our new LED products, including the patent pending LDR product launched in January, which is the first complete lighting series that can be completely assembled within the door frame for ease of installation.

This means the installer can completely install lighting fixture with little or no disruption to the customer and very little cost. We also have the capacity at our manufacturing facility, which translates into flexibility to be more competitive and responsive to our customers demand.

For a large order, we can manufacture and install in less time and have more than enough capacity to compete. Our Tier 1 products can ship within five days compared to several weeks for most of our peers. We are more nimble than our larger competitors as we have much -- and have a much closer touch with the end-use customer.

Let me highlight an example the site specific new business one, how we think it may develop into more. We pursued a very large discount retail chain for many years for our highway lighting product. Recently we presented the LDR and response was immediately favorable.

We installed 20 fixtures at a pilot site and since then we received purchase orders from this customer for two entire retrofits with many more expected from this retailer. In addition to run rate business, we added several new resellers, including one that’s sells over $50 million in lighting annually.

Continued sale to existing national accounts like Coca-Cola and Tesla Motors and furthermore, we were recently awarded to sizable Ford Motor Company plans expecting approximately $3.3 million in revenue within the next several months. And our LDR product is scheduled to be listed online with the national big box retailer in the very near future.

Finally, we are in the end stages of receiving an initial 800 to 900 piece LDR order from one of the largest school districts in the country, which could lead to significant future business from the same school district. Our proposals for school districts tend to average between 10,000 and 30,000 LDR fixtures.

All of this provides Orion with the number of different avenues to grow sales. We have the products, the capacity, the channels and the market. We understand that our LED products are still relatively small percentage of our past total sales.

However, we’ve seen considerable growth on a percentage basis and now feel we have the pipeline products and systems in place to compete and deliver. Slide eight illustrates the growth we have seen in the LED revenue over the past two fiscal years.

Our challenge right now to be quite frank is expanding our reseller channel to reach this very large market, speaking to upgrade its lighting solutions to LED. Now that we're achieving the operational efficiencies we targeted back in 2012, we are focused on getting our sales group to follow through top line growth, take advantage of this market.

Our plan is to target national accounts and energy service companies where the entry point could potentially lead to larger orders in a very short period of time.

We have a number of talented individuals within our Engineered Systems division who have demonstrated ability to deliver growth in national accounts and that business is expected to grow quite a bit this year -- fiscal year.

As many of you also know, we rely on a network of independent resellers known as Energy Service Companies or ESCOs also managed by a talented group in our U.S. markets division that sell our products along with their value-added services through to the customer.

We intend to expand our reseller partnership significantly to the first six months of fiscal 2015 and have worked diligently to get these individuals up to speed on our product offering. We currently have relationships with 30 key ESCOs out of the several hundred Orion resellers, all geographically dispersed throughout the United States.

And as stated earlier, we expect to dramatically increase this list as well as the total volume through this channel. Key ESCOs comprised approximately 75% of our existing in direct channel revenue.

We feel that expansion in these metrics will serve as a leading indicator as there is a certain ramp-up time from signing to when an ESCO begins to produce a decent order flow.

And finally we've reorganized -- reenergized our Orion Distributions Services division and have targeted small lighting distributors who have direct end-user relationships to represent our Harris branded products. This product line is a combination of broad use, products, position for our mass market.

These three channels provide Orion a competitive advantage as our ability to deliver valuable customer experience is maximized.

In short, we recognize these challenges -- recognize the challenges that led to the weaker sales numbers during our fiscal fourth quarter that is technology transition delays, the impact of the government shutdown and the expired federal tax credits but remain optimistic about our entire company’s view of the opportunity ahead of us, which I will expand upon towards the end of this call.

With that, let me turn it over to Scott, who can review the financials..

Thank you, John. I’ll briefly go through the quarterly and annual highlights but welcome each of you to review our press release and supplemental information should you have any further questions.

As shown on Slide 9 of the presentation, we recorded total revenue of $12.6 million for the fiscal 2014 fourth quarter compared to $22.3 million in the prior year quarter.

As John noted, the decrease in revenue was a result of delayed customer purchase decisions due to technology transition, the delays created by the government shutdown and the expiring tax credits and lower revenues from the company's non-core solar operations.

We were however please proceed to see product revenue from Orion’s LED products increased during the period to $1.3 million, or 12.4% of total lighting product revenues during the fiscal 2014 fourth quarter. This compares to $600,000 or 3.4% of total lighting product revenues in the prior year period.

While still a relatively small piece of our sales at this point, we believe this will be the new driver of our sales for the company in the coming years.

Total gross margin was 10.2% for the fiscal 2014 fourth quarter compared to 35.8% for the prior year period, largely as a result of the decline in manufactured lighting product revenue and the related impact of our fixed manufacturing expenses along with a $1.4 million charge related to inventory reserves.

In addition, the company reported lower margins on its non-core solar projects, which included one unusually high margin solar project in the fourth quarter of the prior year. Going forward, we expect margins to be approximately 30% amongst all of our lighting solutions.

Unusual expenses during the period include the previously noted $1.4 million in inventory reserves, a loss of $1.5 million in the fiscal 2014 fourth quarter from the sale of a leased corporate jet, and $300,000 in acquisition-related expenses.

These contributed to the company reporting a net loss for the period of $8.8 million or $0.41 per share, compared to net income of $500,000 or $0.03 per diluted share in the prior year period. For the fiscal 2014 year, total revenue was $88.6 million, compared to $86.1 in million fiscal 2013.

Our gross margin for fiscal 2014 was 26% compared to 31.2% for fiscal 2013. The decline was due again to reduced sales volumes of manufactured lighting products and the related impact of fixed expenses within our Wisconsin manufacturing facility as well as an increase in lower margin solar project when compared to the prior year.

For fiscal 2014, the company reported a net loss of $6.2 million or $0.30 per share compared to a net loss of $10.4 million or $0.50 per share in the prior year.

Finally on the balance sheet which is highlighted on Slide 10, we maintained a strong capital position throughout fiscal 2014 generating $9.9 million in net cash from operations throughout the year. At March 31, 2014, we had cash of $17.6 million with working capital of $33.1 million and total debt of $6.6 million.

We’re very pleased with our current liquidity and our capital position. Before I turn it over to John for a few closing remarks. Let me discuss our outlook for the coming year, which is on slide 11. After a number of internal discussions, we’ve decided to focus our guidance policy around the targeted top line range for the fiscal year.

We felt to be inherently short delivery cycle in our lighting business, provided the potential for lumpiness in trying to hit a targeted range each quarter. We had a number of prospects that we felt we’re strong candidates to come in a sales in the current fourth quarter but their buying decisions were delayed or deferred.

We have now lost this business and we still feel strongly about it. But it has become too difficult to pinpoint within a particular quarter for our investors and analysts. For the year, we anticipate total revenues for fiscal 2015 will range between $80 million and $105 million. This is based solely on our organic projected sales growth.

We intend to provide an update on this every quarter and also may revise as necessary upon a given event such as an acquisition. We also felt it important to give additional operating metrics, which we provided in our news release. With that, let me turn it back to John for discussion of our growth strategy for fiscal 2015 and closing remarks.

John?.

Thank you, Scott. We have a distinct plan for driving growth at Orion and we outlined that on Slide 12. Our plan for the coming months include first capitalizing on the LED product cycle via a national account wins resulting from our world-class service and product offerings. Second, aggressively building out our U.S.

market sales with a target of significant growth through this channel. Third, driving capacity utilization in our manufacturing facility, which today operates less than 20%.

Fourth, continuing to make investments in our company and its products, we expect to embark upon our corporate rebranding initiative that will better position us in the LED space as well as further investment in R&D to enhance our LED capabilities.

And finally, utilizing our strong financial position to explore opportunities for expansion through acquisitions. We recognize that with the capacity available to our company, we have the opportunity to accelerate sales and strengthen our platform should the right fit come along.

We felt that the Harris integration was successful and is now starting to produce benefits to our company. So for the remainder of fiscal ‘15, we're focused on leveraging the foundation that we have built here at Orion. We don't believe that our current financial results reflect the true potential that we envisioned when we began our reorganization.

Over the last 12 months, we have absorbed acquisition reorganization cost yet still delivered positive cash flow from operations. We made our company stronger and are better prepared for the LED market without compromising our capital position.

As I’ve noted in meetings with many of you, our entire management team went through the challenge of reorganizing the company when we began. This included many difficult decisions but we made them. And now we're transitioning to accompany with the primary challenge of being to deliver the top line performance. The market is there and we are ready.

We don't take our responsibilities lightly and I'd like to personally thank the entire team at Orion. It is very difficult to reinvigorate the culture of an industrial company like us, but I'm personally proud of what we have accomplished in such a short time. With that operator, let’s open it up for questions..

(Operator Instructions) The first question is from Philip Shen of ROTH Capital. Your line is open..

Hey guys. Thanks for taking my questions..

Hi Phil..

Hi Phil..

So kind of walking through Q4 in this relative to your guidance, I know you guys started a number of reasons from whether it’s a lack of adoption to the government shutdown.

Can you attribute mix or percentage contribution by each reason that you walk us through? What that might be?.

Sure Phil. Certainly the biggest piece was related to the customer deferrals. We had been anticipating this transition and expecting it.

Admittedly the volatility of it in terms of the near-term wasn't as expected, but we are encouraged because our interpretation of that is the LED transition is coming even more quickly than we had originally thought 90 days ago. The government shutdown was very similar to the last quarter, was about a $1 million of push outs.

We accessed the Department of Defense sites again in late February. We were removed from those jobs in October, so very similar from a loss of roughly two-thirds of the quarter. The federal tax credits not as significant, we did see a little bit of pull forward from some national account customers who chose to utilize those in the December quarter.

We don't anticipate going forward that that change in elimination of the tax effect, the credits available to customers will really significantly impact us. And the one that's really tough is the weather. Certainly, we know that it affected the timing of exterior installations and the ability to bid on some projects.

But the short-term impact really had more to do with that transition and our channel checks of what we're seeing in the markets right now, as our customers make their decisions around future buying in the technologies..

Okay. All right. Thanks, Scott. So expanding on that more, I think in your supplemental about you talk about how you expect your product to be more economic on the back half.

Are you guys, what kind of transitions you expect in the back half, how much do the economics improve within three to six months? And then it sounds like you guys are making progress with certain accounts like Ford and so forth.

So talk to us about your bookings as well for the quarter?.

Yeah. So, Shen, I will comment a little bit on the push outs in the back half. And our economics had some impact on that. I think the more material impact is related to all of the noise that’s in the market right now. I spent couple of weeks on the road meeting with our primary resellers, our ESCOs and direct customers.

And it was challenging them to help me understand a lot of their thinking on this. And what I’m hearing is that while the economics in many cases are decent, it’s really the confusion, the noise in the market, the new entrants or the competitors that historically made television sets are now selling LED lighting.

There's a lot of new entrants, small startups that have new products and we have established companies that are talking to them and there is new company.

And so it’s just all this noise that is giving pause to, Am I really making the right decision here? Should I make an investment into linear fluorescent, which maybe a little more economical? It’s a known entity but is it a product that may have end-of-life, or do I make the investment into LED, which I feel little more expensive upfront here? But I know I'm getting into new technology and so it may last any longer.

However, I got all this new information I got to analyze and new people to talk to, people that were selling me one thing in the past are now talking about LED. So, I think, while there maybe some economic aspects of that in terms of just return on investment.

When you’ve got 12 months to spend your capital, you might take a pause here and buy yourself some time to really sort it out and so. That's really what I'm hearing from our customers, not so much the return on investment decision. But they don’t need to make a decision right moment.

They may still have to spend their capital before the end of the year. But at the same time, they are going to take a little bit of time to sort it out.

Scott, do you have anything to add to that?.

That’s helpful..

Yeah, Phil, I mean within the quarter, as we were looking at guidance and expectations, we spoke in the last quarterly call about the financial institution that we've been pursuing. And we still have high expectations on winning that business. They've introduced the control package requirement and that slowed that project down a little bit.

We are working through that. We are still the frontrunner and I believe we will win that business. But telling you when exactly we will win that business is challenging. We talked about the Ford business, John mentioned the Ford business.

The majority of the material product shipments which is a little over $2 million, but that could happen in June or it might get pushed into July. And that's really a function of the customers’ decisions, the installation, crew shutdowns, so there is a lot of challenges for us, when we had just looked within those 90 day window.

So they have always been there. You asked a little bit about the bookings pace. The bookings pace wasn’t that different from our reported revenue number. As we've always talked about our backlog tends to be very short-term. It’s less than two weeks of total backlog. Our backlog at the end of March was $2.7 million.

Solar was a little over a $1 million of that. So our lighting backlog, just it converts very quickly so. Our bookings pace followed exactly what John talked about in terms of channel check and what we are seeing in the market..

One other thing that I would just comment is while the bookings space reflects our revenue trends, the pipeline pace that has been significantly advanced, not only in terms of total dollars but size of projects as well.

And what that leads us to have a very-very confident outlook just given the nature and the size of these projects and this LDR business is really put us in a space that we really weren’t in before and that’s -- these nontraditional facilities, non-traditional to Orion..

And do you are -- I mean, can you quantify to the degree, to any degree of how your pipeline has changed either quarter-over-quarter or on a year-over-year basis?.

We are not going to share specific numbers, Phil, around pipeline. But what I can tell you is that it's growing, it’s growing significantly within the LED product categories, the LDRs. So it's growing. It’s the financial institution that we referenced. It's the Ford business and anticipation of appeals of school district.

I think the biggest difference that we are seeing is when you think about an industrial project for us, it was very rare when we had a $1 million single facility. We would do national rollouts.

But the LDR has just opened up a tremendous market for us where you're looking at individual facilities, where you can have 10,000 fixtures and get into a $1 million appeal opportunity very quickly. And so we're very excited about that and then the breadth of the pipeline.

Maybe, I'm not speaking specifically to a percentage growth, but we are seeing just tremendous pipeline growth right now in retail opportunities, pharmacy, drugstore, school districts, fast food retail. Those are customers that never would've been Orion customers a year and a half ago..

Okay. Great. One last question and I will jump back in queue. In terms of -- you have your annual revenue guidance and I know you want to stay away from the quarter, but and as far as we can get some visibility that's great.

So, I’m going to ask the question which is, can you talk to us about what you think the revenue cadence might be? This is not guidance per se. This is just kind of commentary from you guys as to how things might ramp.

It sounds like maybe if your customers have to spend their budgets it might be a kind of a Q4 back half weighted ramp as we go through the year.

So can you talk to us about the cadence of revenues by quarter?.

Certainly, Phil, a great question. Consistent with the budget cycles that we see in the planning cycles, our expectations are that we are going to see the revenue ramp into the back half of the year, the back half of the calendar year. So, our expectations in our history have always been that the December quarter has been high.

We believe that the allocation of capital that occurs in that quarter in combination with costs declines on the LED front and customers moving forward that, that’s we are going to follow a similar path..

Okay. Great. Thanks. And I'll jump in queue..

Thanks, Phil..

Thanks, Phil.

Thank you. Our next question is from Steve Dyer of Craig-Hallum. Your line is open..

Good afternoon, guys. Thanks for taking my question..

Hi Steve..

Hi Steve..

Several have been asked and answered.

As you look at your sales channel and your desire to expand there, is it a function of just more feet on the street, or is it a function of you need better feet on the street or both? I guess I’m trying to get a sense for, I guess in chatting with you previously in previous call that kind of sounded like in general, you were kind of where you wanted to be.

I thought you had the country covered pretty well and now it sounds like kind of more the better.

Is that sort of a new, kind of, revelation in the last quarter that you need to count better coverage?.

Well, I think the way I would answer that question is, you need more feet on the street, I mean, better feet on the street, obviously is better than worse.

But it really comes down to alliance promised to our resellers and our customers and the better job we do in serving those customers and providing more profitability into their business and a greater proposition to simplify and make their installations smoother, we will -- and have products that are leading-edge, state-of-the-art, as well as breadth of product, that it’s more of that focus that will win us more business going forward.

We’ve well-defined our channels now. We have a promise to our customers that’s well-defined and now it’s really executing.

There is a lot of good reseller partners out there, growing that is to me more important to take existing channel partners, existing retailers, and help them through better products, better profits, better services and serving their business better to grow the volumes of business or the share of business within that.

Now with that being said, we are always looking for additional ones that are of substance and substantial wherewithal, but also have solid sales people, solid feet on the street. So it’s a combination of that, but it isn’t just numbers.

It’s quality of those partners as well as how can we better serve them to extract more growth out of those existing channels. So we are looking to do both, grow the existing ones through better platform and then add, but add only those that are complementary to the market and we can help build our business..

Sure, thanks. In terms of the acquisition pipeline, that’s an area that guys have talked about quite a bit as an area to grow and certainly the acquisition last year was very impactful.

What are you seeing there certainly as you pointed out a lot of noise in this space, a lot of -- I don’t want to see Johnny-come-latelies, but it’s certainly a lot of players claiming to do a bunch of different stuff.

Could you give us a little color about that pipeline?.

Well, I think the only thing I would say is that we are very aggressive and we continue to speak to and seek out opportunities. I will tell you that it’s very focused and it’s focused on broadening our product line, focused on enhancing our R&D capabilities, and focused on expanding channel. So we are not going to be all things to all people.

We are not looking to enter any new markets any significant way. Acquisitions would be around the office space, it would be around industrial or area lining our three core sectors.

And you are right there is a lot of Johnny-come-latelies, there is lot of new startups that are trying to get into the business that really don’t know what they are doing or that they -- and so there is noise, but the supply chain and R&D is strong. As said we had a channel and product breadth, so those are important to us..

Okay, great. Some potential and housekeeping questions I guess guidance. I will ask it a little bit of a different way.

Do you have a sense -- I know quarterly guidance is tough, but do you have a sense kind of the maybe a rough split between the first half and the back half? I mean, is it 35-65, 40-60, any sense kind of as to the magnitude and I guess implicit in that is trying to get kind of gauge for how slow maybe the year starts, but any color there would be great?.

Yes, Steve, my answer to that question would be we expect that the historical seasonality that we’ve seen would continue.

So you right, it’s a 35% to 40% first half, but I want to, I guess, caveat that with, it can be -- it could potentially move dramatically given the size of the individual orders in our pipeline and the uncertainly on some of the national accounts shifting between quarters. So that’s always been challenging.

I think to that when we talk about that guidance range, it’s helpful, maybe for our investors to understand that we expect very little from solar contribution in the next year. So when we look at the lightening organic growth at the low end of our guidance range, it’s a little over 18%. And at the high end, it’s over 50%.

And we feel comfortable about that because of the quality and the growth that we’ve seen in our pipeline over the last six months..

Just a little onshore the rate of timing and the rate..

Sure. It makes sense.

Scott, can you remind why you didn’t sell your business in fiscal ’14?.

For the full year, we did $21.8 million..

Okay, perfect. And then just a couple other housekeeping questions. In the cash, you’ve put kind of an adjusted EPS number, where you break out sort of the one-timers which amounted to about $3.2 million this quarter.

Do you have that kind of number or are you not doing that anymore?.

We didn’t do it for the quarter. The previous adjusted earnings that we had provided were predominantly around non-cash purchase accounting. So the mark-to-market that we incurred in our second quarter and some of the intangible amortization, we’ve tried to talk specifically about the plain sale. We’ve covered some of the inventory reserves.

That made up a significant portion. The unusual expenses within the quarter were roughly half of our loss, so roughly $0.20 of that loss was driven by non-recurring unusual expenses..

Got it.

And then the inventory write-down, any sense as to whether you might see that recur? You obviously still have a decent amount of inventory? And I don’t know sort of what that was and any indication going forward of that, perhaps leading to happen again or do you feel like you kind of swayed away?.

That’s a good question. So we carry a long-term inventory related to our controls, the InteLite product offering, we are heavy. We continue to evaluate that product line. We have more inventory than I think anybody here in our management and operations group would like to have, but we are working to get it through pipeline.

There are some good opportunities there. It’s going to take us a little longer and we know that we can reprogram that product as we come up with improvements and advancements.

But in the near term, the reserve, the adjustment that we took had more to do with some legacy fluorescent inventories as we saw the sale start to slow down on fluorescent, we felt it was appropriate to reserve for that product accordingly..

Okay.

Last question for me, any updated thoughts on tax rate either this year or next year? I think historically you thought perhaps next year you need to start occurring a full tax rate, any changes to that thinking?.

So with the loss we piled on to our NOL inventory in the current year, I think most of the analyst industry forecast that 35% to 40% tax rate. I don’t anticipate there will be a cash paying tax next year, but we do believe that we will be able to get there certainly if we will be able to start utilizing NOLs quickly..

Okay. All right. Thanks a lot guys..

Thanks, Steve..

Thank you. Our next question is from Carter Driscoll of Ascendiant. Your line is open..

Thanks, guys.

Yes, just, if you could help me understand your internal expectations as much as far as you can provide for what percentage or bracket that (indiscernible) contribute to that fairly wide range of revenue guidance for next year and whether that does include any expectations of an acquisition I am assuming it doesn’t?.

Yes, we are targeting 25% of our revenue from LED products, that’s had a minimum. We believe it could be higher again timing of conversion of pipeline, but 25% is our minimum expectation of LED..

I guess the -- that’s certainly wide range is due to LED exclusively, mostly a mix of LED growing and fluorescent slowing.

I am just trying to get an idea as how big bracket?.

Yes, it is. On the lower end, it would be a longer adoption cycle. So if we see customers push decisions out several quarters. On the other end, it would be the national account conversations and some of the large opportunities in our pipeline converting more quickly..

Got it. That’s helpful.

I don’t think you’re breaking out Harris anymore, if you are could you share that for the quarter?.

Yes, Harris, I will give you the annual number. Harris contributed $9.3 million of revenue for the three quarters..

Got it, Okay.

And the spike in G&A this quarter, was that any write up of -- that wasn’t due to the write up of the airplane?.

So loss on disposal is in G&A. So the loss on that, a couple minor contract exits, severance expenses about $1.5 million..

Okay. All right. So it’s much more normalized.

And the way you think about OpEx from a discretionary perspective versus what’s fixed, remind us maybe generically on a percentage basis, how much might be earn-outs from sales commissions versus what you think is a kind of fixed level to achieve, what sort of midpoint of your guidance, what do you expect to spend?.

We’re targeting in total about $28 million of OpEx for next year. We have been working diligently with our compensation packages for our sales staff to shift those to be more variable in nature and incent sales activity and reward performance. I don't have the exact breakdown. I would tell you though that certainly G&A and R&D heavily fixed.

And even within our sales and marketing group, getting out there and developing pipeline and the investment in that as we ramp that up more fixed..

From a branding perspective, it was a $28 million in corporate, your expected expenditures in terms of branding more on the LED side?.

It does. And we intend to do that earlier. In the year we want to get out in front of that and invest and grow the rebranding opportunity in the first half of our year..

Give me more specific about what types of branding you’re going to -- what types of forms you’re going to take in terms of that branding from modeling perspective?.

I would rather not just for competitive reasons disclose all of our strategy. However, it will be much more focused strategy around the products that we offer as well as our ability to better serve the ESCO channel and the ESCO partnerships..

And the ESCO is obviously big part of that rebranding and incentive?.

Yeah. And the national accounts obviously will be a derivative of that, because ultimately whatever I do for our resale channel that was built into our end-user strategy. But it's a combination of those two and in line with our strategy for expanding the volume of sales through our indirect channels..

Thank for that. And then just lastly on the M&A, obviously, you’ve talked about what your core opportunities are and you’re looking at LED, have you gotten close on any other, that was obviously seems to be taking more of the lion’s share of people thought process in terms of spend.

Have people expectations risen in terms of what hoping to receive as we had some discussions that maybe have reached that price point?.

Yeah. We described some of our more recent discussion. We have gotten through letters of intent. We’ve gotten into due diligence. And many times what we find is the businesses for sale for a particular reason, maybe they can't get channel, they can't get -- maybe they’re running out of cash, whatever it may be.

But yet their there value expectation is up the chart and attracted investors that it’s their value but if they need our money to create that value. So you're right, it's been very difficult to have a reasonable acquisition pricing strategy in this market because people think there an LED company, therefore they have these enormous valuations.

But they’ve got some other baggage that really holds it back down. So you dance with a lot of partners and eventually it will bring a couple home..

I’m sorry. Thank you. Just maybe lastly on solid guidance, yet, I know you have an internal expectation of what you might be willing to spend? On a multiple basis on a particular company, what is your cap in terms of what you might spend in an outlay or some combination of the form it might take in terms of cash or stock.

I’m assuming that it would be somewhat similar to Harris, but I mean, would you consider raising cash if the right acquisition came along on your raising capital, has the right acquisition came along?.

I think the only way I can answer that question is that -- its same thing I've been saying it for the last year and that’s that it’s got to be accretive to the business or be very, very close to achieving accretiveness. There has to be clear value propositions to why we are doing it in light of the strategy that we’re making.

And in the end, it’s got to create shareholder value and growth in the business. I’m open to a lot of things and every situation, every company that you talk to, has a different set of issues that they're moving through and a different set of tolerances. But I think we did the Harris transaction very smartly.

And we’ll structure the next one in a way that at least delivers the shareholder value you and your investors come to expect..

Thanks guys. I’ll get back in the queue. I appreciate your time..

Thank you. Our next question is from Steve Dyer of Craig-Hallum. Your line is open..

Mine was already asked and answered. Thanks..

Thank you. Our next question is from Jim McIlree of Chardan Capital. Your line is open..

Thanks. Good evening.

In your guidance, how much are you expecting from service this year?.

Yeah. Service tends to run a little bit under 10% of lighting revenues..

Okay. And I guess, I’m questioning the same thing that others have asked. But you really need a big ramp in order to hit that even at the low end of the guidance. And you’re obviously expecting something big number out of LED but everything else has to pickup to.

And I’m just trying to gauge the level of confidence you have in all of that occurring on -- you don’t have -- I know you have a pipeline but can you describe the pipeline historically in terms of how that turns into order and about what time period.

And these are percentage of the pipeline that turns to orders and that it happens over three or four months time periods that.

Can you just describe in those terms?.

Sure. I think historically, in our linear fluorescent business, I mean, there was a point in time where it took a long time to convince somebody to make a purchase decision, just because they weren’t -- and I’m talking 10 years ago. They weren’t confident that the technology didn’t made sense.

Later in the last couple of years, a call and an initial meeting with the customer could turn in three to six months. That was a relatively -- people understood the technology, they understood the economics, they had sorted out all the competitors, they knew the good ones from the Charleston they had.

They had it pretty well established, so three to nine months was an easy was a sweet spot in the four to six. With LED, you have really two things going on. One is a lot of hand wringing around LED technology that is creating one part of the market, the more pragmatists in the bunch to really consider and analyze into a very thorough review.

Those projects are likely to fall in a similar timeframe that I had discussed, that three to nine months waiting out the clock, maybe moving towards the end of the budget here. But the other side of the LED equation is the office fixed to our LDR products.

I mean, I have people literally making one call closes on that and you’re not going to do that with 10,000 pieces in a school district, but you might do it where it could lead to a 200 or 300 piece order. You walk into a guy’s office and say, very compelling proposition and they can move on that because it’s simple and straightforward.

So, I think the LED is really broken into two segments. The more traditional industrial and area lighting which is following in line with our historicals and then our LDR product, which is moving in a much more rapid pace, as well as being larger order sizes..

Jim, we also anticipate to grow based upon adding the ESCOs and we don't always get great visibility into their pipeline. For obvious reasons, they want to control their and customer relationships.

But we know just based upon our activities and our efforts to increase the number of resellers that we have out there, that we should be able to grow the business just through more feet on the street as well..

Okay. Thank you..

Thank you..

Thank you. This is the Q&A portion of today’s conference. I’d like to turn the call over to management for any closing remarks..

Okay. I just -- I appreciate everybody for taking the time today and we look forward to a successful year coming ahead. Thank you very much..

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