Orion Energy Systems, Inc. (NYSE MKT: OESX), a leading power technology enterprise, announced today that it has completed the acquisition of all of the issued and outstanding equity interest in Harris Manufacturing, Inc. and Harris LED, LLC. Harris Manufacturing and Harris LED, located in Green Cove Springs, Florida, engineer, design, source and manufacture energy-efficient lighting systems, including fluorescent and LED lighting solutions, and day-lighting products.
Harris Manufacturing and Harris LED, in aggregate, posted revenue of approximately $14.5 million and net income of approximately $0.9 million, both unaudited, for the year ended December 31, 2012.
“We are very pleased to report the closing of the Harris acquisition and welcome its customers and employees to Orion,” commented John Scribante, Chief Executive Officer of Orion Energy Systems. “Through this transaction we have significantly expanded the breadth and depth of our product portfolio, bringing a comprehensive line of LED and fluorescent fixtures, day-lighting products, and fixture retrofit solutions to Orion. In addition, this continues our strategy of expanding our sales force as well as the markets we serve. This combination makes us a more valued partner for our customers and increases the earnings potential for Orion as a whole.”
"We are excited to join the Orion group and, in so doing, recognize the many opportunities it will bring to cross-sell products across our respective end markets," added Andrew Bebbington, Vice President of Business Development of Orion and previously CEO of Harris. "In particular, we believe the LED retrofit arena will benefit substantially from a broader, nationwide sales force -- just as the office and retail markets begin transitioning to LED lighting. It's a great time to bring our two organizations together and accelerate the company's growth trajectory."
The purchase price of the transaction was $10 million, subject to post-closing adjustments for net working capital. The purchase price was paid through a combination of $5 million in cash, $3 million in a three-year unsecured subordinated note and $2 million of unregistered Orion common stock (totaling 856,997 shares). In addition, Orion may pay up to an additional $1 million in shares of unregistered common stock upon Harris’ post-closing achievement of certain revenue milestones in calendar year 2013 and/or 2014.