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GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS

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

Orion has $0.6 million of goodwill related to its purchase of Stay-Lite Lighting during fiscal year 2022, which is assigned to the Orion maintenance segment.

See Note 18 – Acquisition for further discussion of the Voltrek acquisition.

The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized.

Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods:

 

Patents

 

10-17 years

 

Straight-line

Licenses

 

7-13 years

 

Straight-line

Customer relationships

 

5-8 years

 

Accelerated based upon the pattern of economic benefits
consumed

Vendor relationships

 

5-8 years

 

Accelerated based upon the pattern of economic benefits
consumed

Developed technology

 

8 years

 

Accelerated based upon the pattern of economic benefits
consumed

Tradename

 

5-10 years

 

Straight-line

 

Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required.

Indefinite lived intangible assets and goodwill are evaluated for impairment at least annually on the first day of Orion’s fiscal fourth quarter, or when indications of potential impairment exist. This annual impairment review may begin with a qualitative test to determine whether it is more likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If the qualitative assessment reveals that asset impairment is more likely than not, a quantitative impairment test is performed comparing the fair value of the indefinite lived intangible asset to its carrying value. Alternatively, the qualitative test may be bypassed and the quantitative impairment test may be immediately performed. If the fair value of the indefinite lived intangible asset exceeds its carrying value, the indefinite lived intangible asset is not impaired and no further review is performed. If the carrying value of the indefinite lived intangible asset exceeds its fair value, an impairment loss would be recognized in an amount equal to such excess. Once an impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset.

Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets and goodwill as of January 1, 2025. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2025 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2025 plan. As a result of the conditions that existed as of the assessment date, an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required.

Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets as of January 1, 2024. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2024 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. Orion determined a triggering event existed with the acquired intangible assets from the Stay-Lite acquisition, which represents the asset group, within the maintenance segment, resulting in the need for a quantitative assessment on the definite-lived intangible assets. The Company recognized non-cash

intangible impairment losses of $0.5 million in general and administrative expense in fiscal 2024 related to the acquired Stay-Lite trade name and customer list within the maintenance segment. We utilized the relief from royalty method and multi-period excess earnings method under the income approach to estimate fair value. The impairment charges are due to sustained expectations of declining revenue growth in future years and decreased margin expectations related to those acquired assets. After these impairments, the aggregate carrying amount of these intangible assets was $0.

Orion performed a qualitative assessment in conjunction with its annual impairment test of its goodwill as of January 1, 2024. This qualitative assessment considered Orion segment's operating results for the first nine months of fiscal 2024 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. As a result of the conditions that existed as of the assessment date, Orion determined a triggering event existed and a quantitative assessment was required for the goodwill within the maintenance segment. We utilized the multi-period excess earnings method under the income approach to estimate fair value. The quantitative assessment determined the undiscounted future cash flows exceeded the carrying value of the assets, and as such impairment conditions did not exist at the measurement date. No triggering event existed in the EV segment, and as such an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required.

 

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

 

 

March 31, 2025

 

 

March 31, 2024

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net

 

 

Weighted Average Useful Life

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net

 

Amortized Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patents

 

$

1,895

 

 

$

(1,568

)

 

$

327

 

 

 

8.6

 

 

$

2,521

 

 

$

(2,029

)

 

$

492

 

Licenses

 

 

58

 

 

 

(58

)

 

 

 

 

 

 

 

 

58

 

 

 

(58

)

 

 

 

Trade name and trademarks

 

 

300

 

 

 

(150

)

 

 

150

 

 

 

2.5

 

 

 

300

 

 

 

(90

)

 

 

210

 

Customer relationships

 

 

5,000

 

 

 

(4,763

)

 

 

237

 

 

 

0.5

 

 

 

5,000

 

 

 

(4,296

)

 

 

704

 

Vendor relationships

 

 

2,600

 

 

 

(925

)

 

 

1,675

 

 

 

4.5

 

 

 

2,600

 

 

 

(554

)

 

 

2,046

 

Developed technology

 

 

900

 

 

 

(900

)

 

 

 

 

 

 

 

 

900

 

 

 

(900

)

 

 

 

Total Amortized Intangible Assets

 

$

10,753

 

 

$

(8,364

)

 

$

2,389

 

 

 

4.9

 

 

$

11,379

 

 

$

(7,927

)

 

$

3,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite-lived Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade name and trademarks

 

$

990

 

 

$

 

 

$

990

 

 

 

 

 

$

1,010

 

 

$

 

 

$

1,010

 

Total Indefinite-lived Intangible Assets

 

$

990

 

 

$

 

 

$

990

 

 

 

 

 

$

1,010

 

 

$

 

 

$

1,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Intangible Assets

 

$

11,743

 

 

$

(8,364

)

 

$

3,379

 

 

 

 

 

$

12,389

 

 

$

(7,927

)

 

$

4,462

 

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

Fiscal 2026

 

$

725

 

Fiscal 2027

 

 

479

 

Fiscal 2028

 

 

442

 

Fiscal 2029

 

 

405

 

Fiscal 2030

 

 

219

 

Thereafter

 

 

119

 

 

$

2,389

 

 

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

 

 

Fiscal Year Ended March 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Amortization included in cost of sales:

 

 

 

 

 

 

 

 

 

Patents

 

$

171

 

 

$

99

 

 

$

107

 

Total

 

$

171

 

 

$

99

 

 

$

107

 

Amortization included in operating expenses:

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

467

 

 

$

525

 

 

$

296

 

Vendor relationships

 

 

371

 

 

 

371

 

 

 

183

 

Tradename

 

 

60

 

 

 

90

 

 

 

67

 

Total

 

 

898

 

 

 

986

 

 

 

546

 

Total amortization of intangible assets

 

$

1,069

 

 

$

1,085

 

 

$

653

 

Orion’s management periodically reviews the carrying value of patent applications and related costs. When a patent application is probable of being unsuccessful or a patent is no longer in use, Orion writes off the remaining carrying value as a charge to general and administrative expense within its Consolidated Statements of Operations. In fiscal years 2025, 2024, and 2023, write-offs were immaterial.