[10-Q] ORION ENERGY SYSTEMS, INC. Quarterly Earnings Report
Orion Energy Systems (OESX) reported Q2 FY2026 results with total revenue of $19.9 million, slightly up from $19.4 million a year ago. Gross profit rose to $6.2 million from $4.5 million as cost of services declined. The company recorded a net loss of $0.6 million versus $3.6 million last year, and basic loss per share was $0.17 after a 1‑for‑10 reverse stock split effected on August 22, 2025.
For the first six months, revenue was $39.5 million, essentially flat year over year, while the net loss narrowed to $1.8 million from $7.4 million. Operating cash flow improved to $1.3 million versus a $2.5 million use last year. Cash was $5.2 million, with $5.8 million drawn on the revolving credit facility and $8.3 million remaining availability based on a $14.1 million borrowing base as of September 30, 2025.
Orion regained Nasdaq minimum bid price compliance following the reverse split. The company addressed Voltrek earnout obligations by issuing $1.0 million of common stock (164,908 shares), paying $0.9 million in cash, and entering into $1.4 million senior subordinated debt at 7% interest. Shares outstanding were 3,530,870 as of November 4, 2025.
- None.
- None.
Insights
Losses narrowed and liquidity held steady; neutral impact.
Orion Energy Systems delivered modest revenue growth to
Leverage remains manageable with
Regaining Nasdaq bid-price compliance after the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
OR
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the act:
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(NASDAQ Capital Market) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an "emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
ORION ENERGY SYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
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Page(s) |
PART I FINANCIAL INFORMATION |
3 |
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ITEM 1. |
Financial Statements (unaudited) |
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Condensed Consolidated Balance Sheets as of September 30, 2025 and March 31, 2025 |
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2025 and September 30, 2024 |
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Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended September 30, 2025 and September 30, 2024 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025 and September 30, 2024 |
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Notes to the Condensed Consolidated Financial Statements |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk |
35 |
ITEM 4. |
Controls and Procedures |
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PART II OTHER INFORMATION |
36 |
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ITEM 1. |
Legal Proceedings |
36 |
ITEM 1A. |
Risk Factors |
36 |
ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
36 |
ITEM 5. |
Other Information |
36 |
ITEM 6. |
Exhibits |
37 |
SIGNATURE |
40 |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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September 30, 2025 |
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March 31, 2025 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Revenue earned but not billed |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Other intangible assets, net |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other |
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Deferred revenue, current |
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Current maturities of long-term debt |
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Total current liabilities |
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Revolving credit facility |
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Long-term debt, less current maturities |
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Deferred revenue, long-term |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, |
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Additional paid-in capital |
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Treasury stock, common shares: |
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Accumulated deficit |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split on all common stock. All current and prior periods have been adjusted to accurately show the amount of shares post-split.
3
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
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Three Months Ended September 30, |
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Six Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Product revenue |
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$ |
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$ |
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$ |
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$ |
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Service revenue |
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Total revenue |
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Cost of product revenue |
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Cost of service revenue |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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General and administrative |
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Sales and marketing |
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Research and development |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest expense |
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Amortization of debt issue costs |
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( |
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( |
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Royalty income |
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Total other expense |
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( |
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Loss before income tax |
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( |
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Income tax expense |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Basic net loss per share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average common shares outstanding |
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Diluted net loss per share |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares and share |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split on all common stock. All current and prior periods have been adjusted to accurately show the amount of shares post-split.
4
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share amounts)
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Shareholders’ Equity |
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Common Stock |
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Shares |
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Additional |
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Treasury |
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Accumulated |
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Total |
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Balance, March 31, 2025 |
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$ |
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$ |
( |
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$ |
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$ |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, June 30, 2025 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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— |
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— |
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Shares issued to Final Frontier as partial payment of the accrued earnout liability |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance, September 30, 2025 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Shareholders’ Equity |
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Common Stock |
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Shares |
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Additional |
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Treasury |
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Accumulated |
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Total |
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Balance, March 31, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, June 30, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Shares issued under Employee Stock Purchase |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, September 30, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split on all common stock. All current and prior periods have been adjusted to accurately show the amount of shares post-split.
5
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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Six Months Ended September 30, |
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2025 |
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2024 |
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Operating activities |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by (used in) |
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Depreciation |
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Amortization of intangible assets |
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Stock-based compensation |
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Amortization of debt issue costs |
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Gain on sale of property and equipment |
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Provision for inventory reserves |
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Provision for credit losses |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Revenue earned but not billed |
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( |
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Inventories |
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Prepaid expenses and other assets |
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Accounts payable |
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( |
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Accrued expenses and other |
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Deferred revenue, current and long-term |
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( |
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Net cash provided by (used in) operating activities |
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Investing activities |
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Purchases of property and equipment |
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( |
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( |
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Additions to patents and licenses |
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( |
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( |
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Proceeds from sale of property, plant and equipment |
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Net cash (used in) provided by investing activities |
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( |
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Financing activities |
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Payment of debt |
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( |
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Proceeds from debt |
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Proceeds from revolving credit facility |
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Payments of revolving credit facility |
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( |
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( |
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Costs incurred related to issuance of subordinated debt |
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( |
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Proceeds from employee equity exercises |
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Net cash (used in) provided by financing activities |
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( |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for interest |
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$ |
414 |
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$ |
515 |
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Supplemental disclosure of non-cash investing and financing activities: |
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Issuance of common stock to Final Frontier, LLC as partial payment of earnout obligation |
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$ |
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$ |
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Issuance of subordinated debt for earnout obligation |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF BUSINESS
Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion provides light emitting diode lighting systems, wireless Internet of Things enabled control solutions, project engineering, energy project management design, maintenance services and turnkey electric vehicle charging station installation services to commercial and industrial businesses, and federal and local governments, predominantly in North America.
Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion also leases office space in Jacksonville, Florida and Lawrence, Massachusetts.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2026 or other interim periods.
The Condensed Consolidated Balance Sheet as of March 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements.
The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 26, 2025.
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split in order to remain compliant with the Minimum Bid Price Rule. The par value was not adjusted for the reverse stock split. All share and per share data have been adjusted for all periods presented to reflect the reverse stock split.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of management estimates include revenue recognition, net realizable value of inventory, allowance for credit losses, accruals for warranty, loss contingencies, earnout, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
7
Concentration of Credit Risk and Other Risks and Uncertainties
Orion's cash is primarily deposited with
Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and six months ended September 30, 2025 and 2024,
For the three months ended September 30, 2025,
As of September 30, 2025,
Compliance with the Continued Listing Standards of the Nasdaq Capital Market (“NASDAQ”)
As previously disclosed, on September 20, 2024, Orion received written notice from the Listing Qualifications Department (the “Staff”) of NASDAQ notifying Orion that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) for continued listing on NASDAQ, as
On March 20, 2025, Orion received a letter from NASDAQ granting Orion the additional period, through September 15, 2025, to regain compliance with the Minimum Bid Price Rule.
Ultimately, in order to regain compliance with the Minimum Bid Price Rule, Orion effected a 1-for-10 reverse stock split of its common stock as of the opening of trading on August 22, 2025.
As a result of the effect of Orion's reverse stock split, on September 8, 2025, Orion received a written notification from the Staff indicating that Orion had regained compliance with the Minimum Bid Price Rule. Consequently, Orion is now in compliance with all applicable listing standards of, and will continue to be listed on, the Nasdaq.
Recent Accounting Pronouncements
Issued: Not Yet Adopted
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments - Credit Losses (Topic 326), which modifies the current credit loss guidance in Topic 326 to expand on how an entity develops and estimate of expected credit losses. The amendments in this update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit loses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows: 1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. 2. Accounting policy election. An entity other than a public business entity that elects the practical
8
expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which modifies the disclosure and presentation requirements relating to expenses shown on the statements of operations. The amendments in the update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities. 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expense and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity's income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
NOTE 3 — REVENUE
Orion generates revenue primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer's facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer's facilities. Orion recognizes revenue in accordance with the guidance in "Revenue from Contracts with Customers" (Topic 606)(Accounting Standards Codification ("ASC") "ASC" 606") when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contract as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation.
The sale of charging stations and related software subscriptions, renewals and extended warranty is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions, renewals, and extended warranty, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer.
The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statements of Operations.
9
Revenue from the lighting maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Condensed Consolidated Statements of Operations.
The following tables provide detail of Orion’s total revenue for the three and six months ended September 30, 2025 and September 30, 2024 (dollars in thousands):
|
|
Three Months Ended September 30, 2025 |
|
|
Six Months Ended September 30, 2025 |
|
||||||||||||||||||
|
|
Product |
|
|
Services |
|
|
Total |
|
|
Product |
|
|
Services |
|
|
Total |
|
||||||
Revenue from contracts with customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lighting product and installation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Maintenance services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric vehicle charging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Solar energy related revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue accounted for under other guidance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended September 30, 2024 |
|
|
Six Months Ended September 30, 2024 |
|
||||||||||||||||||
|
|
Product |
|
|
Services |
|
|
Total |
|
|
Product |
|
|
Services |
|
|
Total |
|
||||||
Revenue from contracts with customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lighting product and installation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Maintenance services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric vehicle charging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Solar energy related revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue accounted for under other guidance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
From time to time, Orion sells the receivables from one customer to a financing institution. The total amount received from the advances of these receivables was $
The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of September 30, 2025 and March 31, 2025 (dollars in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
Revenue earned but not billed (1) |
|
$ |
|
|
$ |
|
||
Deferred revenue (2) |
|
$ |
|
|
$ |
|
||
(1)
(2)
10
There were
Orion's performance obligations related to lighting fixtures and EV charging stations typically do not exceed nine months in duration. As a result, Orion has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value assigned to remaining performance obligations on contracts that have original expected durations of one year or less.
NOTE 4 — ACCOUNTS RECEIVABLE
As of September 30, 2025 and March 31, 2025, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Accounts receivable, gross |
|
$ |
|
|
$ |
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
Changes in Orion’s allowance for credit losses were as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Credit loss expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Write-off |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 5 — INVENTORIES
As of September 30, 2025 and March 31, 2025, Orion's inventory balances, net of excess and obsolete reserves of $2.0 million and $1.8 million, respectively, were as follows (dollars in thousands):
|
|
Inventories |
|
|
As of September 30, 2025 |
|
|
|
|
Raw materials and components |
|
$ |
|
|
Work in process |
|
|
|
|
Finished goods |
|
|
|
|
Total |
|
$ |
|
|
|
|
|
|
|
As of March 31, 2025 |
|
|
|
|
Raw materials and components |
|
$ |
|
|
Work in process |
|
|
|
|
Finished goods |
|
|
|
|
Total |
|
$ |
|
|
11
NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and value added tax receivable. Prepaid expenses totaled $
Other current assets as of September 30, 2025 and March 31, 2025 consists primarily of $
NOTE 7 — PROPERTY AND EQUIPMENT
As of September 30, 2025 and March 31, 2025, property and equipment, net, included the following (dollars in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Land and land improvements |
|
$ |
|
|
$ |
|
||
Buildings and building improvements |
|
|
|
|
|
|
||
Furniture, fixtures and office equipment |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Equipment leased to customers |
|
|
|
|
|
|
||
Plant equipment |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Gross property and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
NOTE 8 — LEASES
From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties.
Under ASC 842, both finance and operating lease Right-Of-Use ("ROU") assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term.
A summary of Orion’s assets leased from third parties follows (dollars in thousands):
|
|
Balance sheet classification |
|
September 30, 2025 |
|
|
March 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Operating lease assets |
|
Other long-term assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
Operating lease liabilities |
|
Accrued expenses and other |
|
$ |
|
|
$ |
|
||
Non-current liabilities |
|
|
|
|
|
|
|
|
||
Operating lease liabilities |
|
Other long-term liabilities |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
Orion had operating lease costs of $
12
The estimated maturity of lease liabilities for each of the remaining years is shown below (dollars in thousands):
Maturity of Lease Liabilities |
|
Operating Leases |
|
|
Fiscal 2026 (period remaining) |
|
$ |
|
|
Fiscal 2027 |
|
|
|
|
Fiscal 2028 |
|
|
|
|
Fiscal 2029 |
|
|
|
|
Fiscal 2030 |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: Interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
Assets Orion Leases to Other Parties
Orion provides long-term financing to one customer who engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments, at a fixed monthly amount, of the contract price, plus interest, over typically a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations under ASC 606.
While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. Therefore, the portions of the transaction associated with the sale of the multiple individual light fixtures is accounted for as a sales-type lease under ASC 842.
Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Cost of product revenue in the Condensed Consolidated Statements of Operations. These amounts are recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The execution of the acknowledgment is considered the commencement date as defined in ASC 842.
The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the quarter ended September 30, 2025 and 2024 (dollars in thousands):
|
|
Three Months Ended September 30, |
|
|
Six Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS
Orion recorded $
Orion recorded $
13
As of September 30, 2025, and March 31, 2025, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands):
|
|
September 30, 2025 |
|
|
March 31, 2025 |
|
||||||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Weighted |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|||||||
Amortized Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Patents |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Licenses |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trade name and trademarks |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||||
Vendor relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total Amortized Intangible Assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Indefinite-lived Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Trade name and trademarks |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Total Non-Amortized Intangible Assets |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Amortization expense on intangible assets was $
The estimated amortization expense for the remainder of fiscal 2026, the next five fiscal years and beyond is shown below (dollars in thousands):
Fiscal 2026 (period remaining) |
|
$ |
|
|
Fiscal 2027 |
|
|
|
|
Fiscal 2028 |
|
|
|
|
Fiscal 2029 |
|
|
|
|
Fiscal 2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
NOTE 10 — ACCRUED EXPENSES AND OTHER
As of September 30, 2025, and March 31, 2025, accrued expenses and other included the following (dollars in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Accrued acquisition earnout |
|
$ |
|
|
$ |
|
||
Other accruals |
|
|
|
|
|
|
||
Compensation and benefits |
|
|
|
|
|
|
||
Credits due to customers |
|
|
|
|
|
|
||
Accrued project costs |
|
|
|
|
|
|
||
Warranty |
|
|
|
|
|
|
||
Sales returns reserve |
|
|
|
|
|
|
||
Sales tax |
|
|
|
|
|
|
||
Legal and professional fees |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Orion generally offers a limited warranty of one to
14
Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accruals |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warranty claims (net of vendor reimbursements) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 11 — NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.
Diluted net loss per common share reflects the dilution that would occur if restricted shares were vested. In the computation of diluted net loss per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three and six months ended September 30, 2025 and 2024, Orion was in a net loss position; therefore, the Basic and Diluted weighted-average shares outstanding are equal because any increase to the basic shares would be anti-dilutive.
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss (in thousands) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares and common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
15
The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net loss per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Time-Based Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance-Based Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 12 — DEBT
Debt, including the revolving credit facility, consisted of the following (dollars in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Revolving credit facility |
|
$ |
|
|
$ |
|
||
Term loan |
|
|
|
|
|
|
||
Subordinated debt, net |
|
|
|
|
|
|
||
Total long-term debt |
|
|
|
|
|
|
||
Less current maturities |
|
|
( |
) |
|
|
( |
) |
Long-term debt, less current maturities |
|
$ |
|
|
$ |
|
||
Revolving Credit Facility
On December 29, 2020, Orion entered into a $
Borrowings under the Credit Agreement are permitted in the form of Secured Overnight Financing Rate (“SOFR”), or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to Orion’s availability under the Credit Agreement. Among other fees, Orion is required to pay an annual facility fee and a fee on the unused portion of the Credit Facility.
The Credit Agreement includes a springing minimum fixed cost coverage ratio of
The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion's ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion's stock, redeem, retire, or purchase shares of Orion's stock, make investments or pledge or transfer assets. If an event of default under the Credit Agreement occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
Effective November 4, 2022, Orion, with Bank of America as lender, executed Amendment No. 1 to its Credit Agreement (“Amendment No. 1”). The primary purpose of Amendment No. 1 was to include the assets of the acquired subsidiaries, Stay-Lite Lighting, Inc. (“Stay-Lite”) and Voltrek, as secured collateral under the Credit Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. Amendment No. 1 also clarified that the earnout liabilities associated with the Stay-Lite
16
and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earnouts should be added back in the computation of EBITDA, as defined, under the Credit Agreement.
Effective April 22, 2024, Orion, with Bank of America as lender, executed Amendment No. 2 to its Credit Agreement (“Amendment No. 2”). The primary purpose of Amendment No. 2 was to add a $
Effective October 30, 2024, Orion, with Bank of America as lender, executed Amendment No. 3 ("Amendment No. 3") to its Credit Agreement. The primary purpose of Amendment No. 3 was to extend the maturity date of the Credit Facility from December 29, 2025 to June 30, 2027.
As of September 30, 2025, Orion was in compliance with all debt covenants.
Subordinated Debt
The below table outlines the total subordinated debt, net of the costs incurred to issue the debt (numbers in thousands):
|
|
September 30, |
|
|
March 31, |
|
||
Subordinated debt |
|
$ |
|
|
$ |
|
||
Issuance costs |
|
|
( |
) |
|
|
|
|
Subordinated debt, net |
|
$ |
|
|
$ |
|
||
Effective on June 23, 2025, Orion entered into the Term Sheet with Final Frontier, LLC (“Final Frontier”) and its owner Kathleen Connors, the prior owner of Voltrek, with respect to Orion’s remaining earnout obligations owed to Final Frontier pursuant to its October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, Orion paid Final Frontier $
Pursuant to the Term Sheet, on September 30, 2025, Orion, as borrower, the Company Subsidiaries and Voltrek, as guarantors, and Final Frontier, as lender, entered into the Subordinated Loan Agreement, pursuant to which Final Frontier agreed to defer payment of the Remaining Earnout Amount by Orion pursuant to the terms of the Subordinated Loan Agreement. Orion’s obligation to pay the Remaining Earnout Amount is further evidenced by the Senior Subordinated Note. Orion agreed to pay monthly principal payments to Final Frontier on the Senior Subordinated Note of $
On September 30, 2025, in order to secure Orion’s obligations to Final Frontier under the Subordinated Loan Agreement and Senior Subordinated Note, Orion, the Company Subsidiaries and Final Frontier entered into a security agreement (the “Security Agreement”), pursuant to which Orion and each Company Subsidiary granted Final Frontier a security interest in, and lien upon, substantially all of Orion’s and each Company Subsidiary’s assets, which security interest and lien are subordinated pursuant to the Subordination Agreement (as defined below) to the first priority security interest and lien of Bank of America.
17
Additionally, on September 30, 2025, Orion, the Company Subsidiaries, Final Frontier and Bank of America, entered into a subordination and intercreditor agreement (the “Subordination Agreement”), pursuant to which Orion and the Company Subsidiaries’ obligations under the Subordinated Loan Agreement and Senior Subordinated Note and liens granted under the Security Agreement are subordinated to Orion’s senior credit facilities with Bank of America, as set forth in more detail in the Subordination Agreement.
In connection with Orion’s entry into the Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, on September 30, 2025, Orion, the Company Subsidiaries and Bank of America entered into an Amendment No. 4 to its Credit Agreement (“Amendment No. 4”), pursuant to which Bank of America consented to the subordinated liens granted by Orion and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $
The carrying value of the subordinated debt approximates fair value.
Voltrek Earnout
The initial purchase price in the Voltrek Acquisition consisted of $
The final Voltrek Acquisition Remaining Earnout Amount determined to be owed by us could be in excess of our current accrued liability for such Remaining Earnout Amount and could materially adversely affect our future liquidity.
NOTE 13 — INCOME TAXES
Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book loss before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended September 30, 2025 and 2024, Orion recorded income tax expense of $
As of September 30, 2025 and March 31, 2025, Orion had a full valuation allowance against its net deferred tax asset balance. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made.
Uncertain Tax Positions
As of September 30, 2025, Orion’s balance of gross unrecognized tax benefits was approximately $
Orion has classified the amounts recorded for uncertain tax benefits in the Condensed Consolidated Balance Sheets as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax (benefit) expense. Penalties and interest are included in the unrecognized tax benefits.
18
NOTE 14 — COMMITMENTS AND CONTINGENCIES
Litigation
NOTE 15 — SHAREHOLDERS’ EQUITY
Reverse Stock Split
On August 22, 2025, Orion enacted a
Employee Stock Purchase Plan
In August 2010, Orion’s board of directors approved a non-compensatory employee stock purchase plan, or “ESPP”. In the three months ended September 30, 2025, Orion issued
Sale of Shares
In March 2023, Orion filed a shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $
In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock from time to time, having an aggregate offering price of up to $
NOTE 16 — STOCK OPTIONS AND RESTRICTED SHARES
At Orion’s 2023 annual meeting of shareholders, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from
The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.
The Amended 2016 Plan also permits accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.
19
The following amounts of Orion's consolidated stock-based compensation were recorded (dollars in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:
|
|
Time-Based |
|
|
Performance-Based |
|
||||||||||
|
|
Shares |
|
|
Weighted |
|
|
Shares |
|
|
Weighted |
|
||||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Shares issued |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Shares vested |
|
|
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|||
Shares forfeited |
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
$ |
|
||
Shares outstanding at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The following table summarized information with respect to performance-based option and time-based option activity:
|
|
Time-Based |
|
|
Performance-Based |
|
||||||||||
|
|
Options |
|
|
Weighted |
|
|
Options |
|
|
Weighted |
|
||||
Balance at March 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Options granted |
|
|
26,082 |
|
|
$ |
6.04 |
|
|
|
50,000 |
|
|
$ |
6.00 |
|
Options outstanding at September 30, 2025 |
|
|
26,082 |
|
|
$ |
6.04 |
|
|
|
50,000 |
|
|
$ |
6.00 |
|
As of September 30, 2025, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of
NOTE 17 — SEGMENT DATA
Reportable segments are components of an entity that have separate financial data that the entity's chief operating decision maker ("CODM") regularly reviews when allocating resources and assessing performance. Orion's CODM is the chief executive officer. Orion's CODM focuses primarily on each segment's ability to generate sufficient revenues and manage cost of services along with operating expenses. As such, the CODM measures operating performance at the segment level based on operating income or loss, including evaluation of budget to actual variances. Orion evaluates and reports on the business using three segments: lighting segment, maintenance segment and electric vehicle charging segment (“EV segment”).
Lighting Segment
The lighting segment develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems. The lighting segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers mostly
20
through direct sales and also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through energy service companies and contractors.
Maintenance Segment
The maintenance segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.
EV Segment
The EV segment offers leading electric vehicle charging expertise, sells and installs sourced electric vehicle charging stations with related software subscriptions and renewals and provides EV turnkey installation solutions with ongoing support to all commercial verticals.
Corporate and Other
Corporate and other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results.
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||
|
Lighting |
|
Maintenance |
|
EV |
|
Corporate and Other |
|
Total |
|
|||||
Product revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of product revenue |
|
|
|
|
|
|
|
— |
|
|
|
||||
Cost of service revenue |
|
|
|
|
|
|
|
— |
|
|
|
||||
Total cost of revenue |
|
|
|
|
|
|
|
— |
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from operations |
|
( |
) |
|
|
|
|
|
( |
) |
|
( |
) |
||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|||||
Royalty income |
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of debt issue cost |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total other expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income tax |
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
21
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||
|
Lighting |
|
Maintenance |
|
EV |
|
Corporate and Other |
|
Total |
|
|||||
Product revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of product revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|||||
Loss from operations |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|||||
Royalty income |
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of debt issue cost |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total other expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income tax |
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
Six Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||
|
Lighting |
|
Maintenance |
|
EV |
|
Corporate and Other |
|
Total |
|
|||||
Product revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of product revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from operations |
|
( |
) |
|
|
|
|
|
( |
) |
|
( |
) |
||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|||||
Royalty income |
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of debt issue cost |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total other expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income tax |
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
22
Six Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||
|
Lighting |
|
Maintenance |
|
EV |
|
Corporate and Other |
|
Total |
|
|||||
Product revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of product revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Cost of service revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|||||
Loss from operations |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|||||
Royalty income |
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of debt issue cost |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total other expense |
|
|
|
|
|
|
|
|
|
( |
) |
||||
Loss before income tax |
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
|
|
Depreciation and Amortization |
Capital Expenditures |
|
||||||||||||
|
|
Six Months Ended September 30, |
Six Months Ended September 30, |
|
||||||||||||
(dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Segments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lighting Segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Maintenance Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
EV Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Total Assets |
|
|||||
(dollars in thousands) |
|
September 30, 2025 |
|
|
March 31, 2025 |
|
||
Segments: |
|
|
|
|
|
|
||
Lighting Segment |
|
$ |
|
|
$ |
|
||
Maintenance Segment |
|
|
|
|
|
|
||
EV Segment |
|
|
|
|
|
|
||
Corporate and Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
NOTE 18 — RESTRUCTURING
As part of Orion's restructuring effort in fiscal 2025, Orion entered into certain retention bonus agreements with certain key employees. The remainder of those retention bonuses were paid in the third quarter of fiscal 2025 and are not anticipated to recur. In addition, an inventory write-off was recognized in the first quarter of fiscal 2025 for inventory related to a customer Orion no longer does business with due to the restructuring, along with a lease breakage fee that occurred in the second quarter of fiscal
23
2025 due to the closing of the Pewaukee office.
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Restructuring |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total restructuring expense by segment was recorded as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Segments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Maintenance |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Restructuring |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited Condensed Consolidated Financial Statements and related notes included in this Form 10-Q, as well as our audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Cautionary Note Regarding Forward-Looking Statements
Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to several risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
Overview
We provide state-of-the-art light emitting diode (“LED”) lighting systems, wireless Internet of Things (“IoT”) enabled control solutions, project engineering, energy project management design and maintenance services and electric vehicle (“EV”) charging infrastructure solutions. We help our customers achieve their sustainability, energy savings and carbon footprint reduction goals through innovative technology and exceptional service. We research, design, develop, manufacture, market, sell, install, and implement energy management systems consisting primarily of high-performance, energy-efficient commercial and industrial interior and exterior LED lighting systems and related services. Our products are targeted for applications in the following segments: commercial office and retail, area lighting, industrial applications and government, although we do sell and install products into other markets. Our services consist of turnkey installation and system maintenance. Virtually all of our sales occur within North America.
Our principal lighting customers include large national account end-users, electrical distributors, electrical contractors and energy service companies (“ESCOs”). Currently, a significant amount of our interior lighting products are manufactured at our leased production facility located in Manitowoc, Wisconsin, although as the LED and related IoT market continues to evolve, we are increasingly sourcing products and components from third parties in order to provide versatility in our product development and offerings.
We differentiate ourselves from our competitors by offering very efficient light fixtures (measured in lumens per watt) coupled with our project management services to national account customers to retrofit their multiple locations. Our comprehensive services include initial site surveys and audits, utility incentive and government subsidy management, engineering design, and project management from delivery through to installation and controls integration. In addition, we began to offer lighting and electrical maintenance services in fiscal 2021. We believe that providing these services enables us to support a long-term business relationship with our customers and results in an increase in our recurring revenue. We completed the acquisition of Stay-Lite on January 1, 2022, which further expanded our maintenance services capabilities. On October 5, 2022, we acquired Voltrek, LLC ("Voltrek"), which leveraged our project management and maintenance expertise in the EV sector.
We believe the market for LED lighting products and related controls continues to grow. Due to their size and flexibility in application, we also believe that LED lighting systems can address opportunities for retrofit applications that cannot be satisfied
25
by other lighting technologies. Our LED technologies have become the primary component of our revenue as we continue to strive to be a leader in the LED market.
We see opportunity to cross-sell our three platforms of lighting, maintenance services and EV charging installation systems to our commercial and industrial customer base. We are pursuing opportunities to cross-sell to direct customers, as well as through select partners. We also see opportunity for further integration of our service capabilities to expand our geographic reach and we intend to pursue growth organically.
Other than our multi-year maintenance service contracts, we generally do not have long-term contracts with our customers for product or turnkey services that provide us with recurring annual revenue. We typically generate substantially all of our revenue from sales of lighting and control systems and related services to governmental, commercial and industrial customers on a project-by-project basis. We also perform work under global services or product purchasing agreements with major customers with sales completed on a purchase order basis. The loss of, or substantial reduction in sales to, any of our significant customers, or our current single largest customer, or the termination or delay of a significant volume of purchase orders by one or more key customers, could have a material adverse effect on our results of operations in any given future period.
We typically sell our lighting systems in replacement of our customers’ lighting fixtures. We call this replacement process a "retrofit". We frequently engage our customer's existing electrical contractor to provide installation and project management services. We also sell our lighting systems on a wholesale basis, principally to electrical distributors and ESCOs to sell to their own customer bases.
The gross margins of our products can vary significantly depending upon the types of products we sell, with margins typically ranging from 10% to 50%. As a result, a change in the total mix of our sales among higher or lower margin products can cause our profitability to fluctuate from period to period.
Our fiscal year ends on March 31. We refer to our current fiscal year which ends on March 31, 2026 as "fiscal 2026". We refer to our most recently completed fiscal year, which ended on March 31, 2025, as “fiscal 2025”, and our prior fiscal year which ended on March 31, 2024 as "fiscal 2024". Our fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter ends on September 30, our fiscal third quarter ends on December 31, and our fiscal fourth quarter ends on March 31.
Recent Developments
Reverse Stock Split
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split on all common stock in order to remain compliant with the Minimum Bid Price Rule required by Nasdaq. By regaining compliance with the Minimum Bid Price Rule, the Company will continue to be listed on the Nasdaq Capital Market.
Finalization of Voltrek Earnout
Effective on October 5, 2022, we acquired all of the outstanding membership interest of Voltrek, a leading electric vehicle charging company that provides turnkey installation solutions with ongoing support to all commercial verticals. In connection with such acquisition, we may owe additional material earnout payments based on Voltrek's financial performance in fiscal 2025 as described below. We have currently accrued an estimated liability of approximately $1.4 million for such Remaining Earnout Amount.
Effective on June 23, 2025, Orion entered into the Term Sheet with respect to Orion’s remaining earnout obligations owed to Final Frontier pursuant to its October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, Orion paid Final Frontier $500,000, and on September 2, 2025 Orion paid an additional $375,000, in full and final payment of its fiscal 2024 Voltrek acquisition earnout obligations. Additionally, pursuant to the Term Sheet, on July 16, 2025, Orion issued $1.0 million in common stock of Orion, constituting 164,908 shares, to Kathleen Connors in partial payment of Orion’s fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earnout obligations. Orion agreed with Final Frontier to pay the remainder of the finally determined remaining amount of Orion’s fiscal 2025 earnout obligations Remaining Earnout Amount pursuant to the
26
Subordinated Loan Agreement (as defined below). In addition, Orion and Final Frontier agreed to submit the final determination of its Remaining Earnout Amount to binding arbitration.
Pursuant to the Term Sheet, on September 30, 2025, Orion, as borrower, the Company Subsidiaries and Voltrek, as guarantors, and Final Frontier, as lender, entered into the Subordinated Loan Agreement, pursuant to which Final Frontier agreed to defer payment of the Remaining Earnout Amount by Orion pursuant to the terms of the Subordinated Loan Agreement. Orion’s obligation to pay the Remaining Earnout Amount is further evidenced by the Senior Subordinated Note. Orion agreed to pay monthly principal payments to Final Frontier on the Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through the maturity date of July 15, 2027. Orion also agreed to pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025, subject to adjustment following the final determination in binding arbitration of the Remaining Earnout Amount, as set forth in more detail in the Subordinated Loan Agreement. Orion has the right to pay up to 20% of the remaining principal on the Senior Subordinated Note on the maturity date in shares of its common stock.
In connection with Orion’s entry into the Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, on September 30, 2025, Orion, the Company Subsidiaries and Bank of America entered into Amendment No. 4 to the Company’s Credit Agreement, pursuant to which Bank of America consented to the subordinated liens granted by Orion and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount or (b) such higher amount as consented to in writing by Bank of America promptly following its receipt of notice of the binding arbitration decision. .
The final Remaining Earnout Amount determined to be owed by us could be in excess of our current accrued liability for such Remaining Earnout Amount and could materially adversely affect our future liquidity.
Replacing Reduced Revenue from Primary Customer
In fiscal 2025 and 2024, one customer accounted for 24.3% and 25.2% of our total revenue, respectively. In fiscal 2026, we expect that our customer concentration will continue at the approximate range experienced in fiscal 2025 and 2024. We continue to attempt to diversify our customer base by expanding our reach to national accounts, ESCOs, the agent driven distribution channel, lighting maintenance customers and the EV market.
27
Results of Operations - Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024
The following table sets forth the line items of our Condensed Consolidated Statements of Operations 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 (dollars in thousands, except percentages):
|
|
Three Months Ended September 30, |
|
|||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|||||
|
|
Amount |
|
|
Amount |
|
|
% |
|
|
% of |
|
|
% of |
|
|||||
Product revenue |
|
$ |
12,813 |
|
|
$ |
12,367 |
|
|
|
3.6 |
% |
|
|
64.3 |
% |
|
|
63.9 |
% |
Service revenue |
|
|
7,106 |
|
|
|
6,994 |
|
|
|
1.6 |
% |
|
|
35.7 |
% |
|
|
36.1 |
% |
Total revenue |
|
|
19,919 |
|
|
|
19,361 |
|
|
|
2.9 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of product revenue |
|
|
8,777 |
|
|
|
8,888 |
|
|
|
(1.2 |
)% |
|
|
44.1 |
% |
|
|
45.9 |
% |
Cost of service revenue |
|
|
4,965 |
|
|
|
6,001 |
|
|
|
(17.3 |
)% |
|
|
24.9 |
% |
|
|
31.0 |
% |
Total cost of revenue |
|
|
13,742 |
|
|
|
14,889 |
|
|
|
(7.7 |
)% |
|
|
69.0 |
% |
|
|
76.9 |
% |
Gross profit |
|
|
6,177 |
|
|
|
4,472 |
|
|
|
38.1 |
% |
|
|
31.0 |
% |
|
|
23.1 |
% |
General and administrative |
|
|
3,812 |
|
|
|
4,568 |
|
|
|
(16.5 |
)% |
|
|
19.1 |
% |
|
|
23.6 |
% |
Sales and marketing |
|
|
2,376 |
|
|
|
2,848 |
|
|
|
(16.6 |
)% |
|
|
11.9 |
% |
|
|
14.7 |
% |
Research and development |
|
|
231 |
|
|
|
328 |
|
|
|
(29.6 |
)% |
|
|
1.2 |
% |
|
|
1.7 |
% |
Loss from operations |
|
|
(242 |
) |
|
|
(3,272 |
) |
|
|
(92.6 |
)% |
|
|
(1.2 |
)% |
|
|
(16.9 |
)% |
Interest expense |
|
|
(280 |
) |
|
|
(283 |
) |
|
|
(1.1 |
)% |
|
|
(1.4 |
)% |
|
|
(1.5 |
)% |
Amortization of debt issue costs |
|
|
(50 |
) |
|
|
(48 |
) |
|
|
4.2 |
% |
|
|
(0.3 |
)% |
|
|
(0.2 |
)% |
Royalty income |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
0.0 |
% |
Loss before income tax |
|
|
(571 |
) |
|
|
(3,602 |
) |
|
|
(84.1 |
)% |
|
|
(2.9 |
)% |
|
|
(18.6 |
)% |
Income tax expense |
|
|
10 |
|
|
|
23 |
|
|
|
(56.5 |
)% |
|
|
0.1 |
% |
|
|
0.1 |
% |
Net loss |
|
$ |
(581 |
) |
|
$ |
(3,625 |
) |
|
|
(84.0 |
)% |
|
|
(2.9 |
)% |
|
|
(18.7 |
)% |
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 3.6%, or $0.4 million, for the second quarter of fiscal 2026 versus the second quarter of fiscal 2025. Service revenue increased 1.6%, or $0.1 million, for the second quarter of fiscal 2026 versus the second quarter of fiscal 2025. The resulting increase in total revenue was due to increased revenue in the Maintenance segment due to higher volume. Cost of product revenue decreased by 1.2%, or $0.1 million, in the second quarter of fiscal 2026 versus the comparable period in fiscal 2025. Cost of service revenue decreased by 17.3%, or $1.0 million, in the second quarter of fiscal 2026 versus the comparable period in fiscal 2025, primarily due to the restructuring efforts made in fiscal 2025. Gross margin increased from 23.1% of revenue in the second quarter of fiscal 2025 to 31.0% of revenue in the second quarter of fiscal 2026, due primarily to increases in the EV and maintenance segments.
Operating Expenses
General and Administrative. General and administrative expenses decreased 16.5%, or $0.8 million, in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. This comparative decrease was primarily due to no Voltrek earnout expense being recognized in fiscal 2026, as fiscal 2025 was the final year for the Voltrek earnout, along with decreased wages and benefits as a result of the restructuring that took place in fiscal 2025. These decreases were partially offset by costs relating to effecting the reverse stock split.
Sales and Marketing. Sales and marketing expenses decreased 16.6%, or $0.5 million, in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. This comparative decrease was primarily due to the decreased wages and benefits as a result of the restructuring that took place in fiscal 2025, which was partially offset by increased commissions.
Research and Development. Research and development expenses decreased 29.6%, or $0.1 million, in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.
28
Lighting Segment
Our lighting segment develops and sells lighting products and provides construction and engineering services for our commercial lighting and energy management systems. Our lighting segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers mostly through direct sales and also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through ESCOs and contractors.
The following table summarizes our lighting segment operating results (dollars in thousands):
|
|
Three Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
10,664 |
|
|
$ |
10,840 |
|
|
|
(1.6 |
)% |
Operating loss |
|
$ |
(853 |
) |
|
$ |
(1,281 |
) |
|
|
33.4 |
% |
Operating margin |
|
|
(8.0 |
)% |
|
|
(11.8 |
)% |
|
|
|
|
Lighting segment revenue in the second quarter of fiscal 2026 decreased by 1.6%, or $0.2 million, compared to the second quarter of fiscal 2025. The decrease in operating loss in this segment was a result of a decrease in cost of sales along with lower operating expenses.
Maintenance Segment
Our maintenance segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.
The following table summarizes our maintenance segment operating results (dollars in thousands):
|
|
Three Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
4,491 |
|
|
$ |
3,796 |
|
|
|
18.3 |
% |
Operating income (loss) |
|
$ |
554 |
|
|
$ |
(352 |
) |
|
|
257.4 |
% |
Operating margin |
|
|
12.3 |
% |
|
|
(9.3 |
)% |
|
|
|
|
Maintenance segment revenue in the second quarter of fiscal 2026 increased by 18.3%, or $0.7 million, compared to the second quarter of fiscal 2025 primarily due to increased work orders from our major customer. Operating income in this segment increased as a result of an increase in revenues and product sales directly to customer contractors, along with a decrease in cost of sales and operating expenses as a result of restructuring efforts in fiscal 2025.
EV Segment
Our EV segment offers leading electric vehicle charging expertise and provides EV turnkey installation solutions with ongoing support to all commercial verticals.
The following table summarizes our EV segment operations results (dollars in thousands):
|
|
Three Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
4,764 |
|
|
$ |
4,725 |
|
|
|
0.8 |
% |
Operating income (loss) |
|
$ |
1,059 |
|
|
$ |
(604 |
) |
|
|
275.3 |
% |
Operating margin |
|
|
22.2 |
% |
|
|
(12.8 |
)% |
|
|
|
|
29
EV segment revenue in the second quarter of fiscal 2026 increased by 0.8%, or $39 thousand, compared to the second quarter of fiscal 2025. Operating income increased $1.7 million in the second quarter of fiscal 2026 due to increased project margins along with lower operating expenses.
Results of Operations - Six Months Ended September 30, 2025 versus Six Months Ended September 30, 2024
The following table sets forth the line items of our Condensed Consolidated Statements of Operations 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 (dollars in thousands, except percentages):
|
|
Six Months Ended September 30, |
|
|||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|||||
|
|
Amount |
|
|
Amount |
|
|
% |
|
|
% of |
|
|
% of |
|
|||||
Product revenue |
|
$ |
26,325 |
|
|
$ |
25,134 |
|
|
|
4.7 |
% |
|
|
66.7 |
% |
|
|
64.0 |
% |
Service revenue |
|
|
13,169 |
|
|
|
14,133 |
|
|
|
(6.8 |
)% |
|
|
33.3 |
% |
|
|
36.0 |
% |
Total revenue |
|
|
39,494 |
|
|
|
39,267 |
|
|
|
0.6 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of product revenue |
|
|
17,599 |
|
|
|
17,429 |
|
|
|
1.0 |
% |
|
|
44.6 |
% |
|
|
44.4 |
% |
Cost of service revenue |
|
|
9,817 |
|
|
|
13,067 |
|
|
|
(24.9 |
)% |
|
|
24.9 |
% |
|
|
33.3 |
% |
Total cost of revenue |
|
|
27,416 |
|
|
|
30,496 |
|
|
|
(10.1 |
)% |
|
|
69.4 |
% |
|
|
77.7 |
% |
Gross profit |
|
|
12,078 |
|
|
|
8,771 |
|
|
|
37.7 |
% |
|
|
30.6 |
% |
|
|
22.3 |
% |
General and administrative |
|
|
8,102 |
|
|
|
9,098 |
|
|
|
(10.9 |
)% |
|
|
20.5 |
% |
|
|
23.2 |
% |
Sales and marketing |
|
|
4,792 |
|
|
|
5,785 |
|
|
|
(17.2 |
)% |
|
|
12.1 |
% |
|
|
14.7 |
% |
Research and development |
|
|
439 |
|
|
|
592 |
|
|
|
(25.8 |
)% |
|
|
1.1 |
% |
|
|
1.5 |
% |
Loss from operations |
|
|
(1,255 |
) |
|
|
(6,704 |
) |
|
|
(81.3 |
)% |
|
|
(3.2 |
)% |
|
|
(17.1 |
)% |
Interest expense |
|
|
(449 |
) |
|
|
(545 |
) |
|
|
(17.6 |
)% |
|
|
(1.1 |
)% |
|
|
(1.4 |
)% |
Amortization of debt issue costs |
|
|
(101 |
) |
|
|
(106 |
) |
|
|
(4.7 |
)% |
|
|
(0.3 |
)% |
|
|
(0.3 |
)% |
Royalty income |
|
|
3 |
|
|
|
16 |
|
|
|
(81.3 |
)% |
|
|
0.0 |
% |
|
|
0.1 |
% |
Loss before income tax |
|
|
(1,802 |
) |
|
|
(7,339 |
) |
|
|
(75.4 |
)% |
|
|
(4.6 |
)% |
|
|
(18.7 |
)% |
Income tax expense |
|
|
23 |
|
|
|
44 |
|
|
|
(47.7 |
)% |
|
|
0.1 |
% |
|
|
0.1 |
% |
Net loss |
|
$ |
(1,825 |
) |
|
$ |
(7,383 |
) |
|
|
(75.3 |
)% |
|
|
(4.6 |
)% |
|
|
(18.8 |
)% |
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 4.7%, or $1.2 million, for the first six months of fiscal 2026 versus the first six months of fiscal 2025. Service revenue decreased 6.8%, or $1.0 million, for the first six months of fiscal 2026 versus the first six months of fiscal 2025. The resulting increase in total revenue was due to increased revenue in the Maintenance segment, which was partially offset by a decrease in revenue in the EV segment. Cost of product revenue decreased by 1.0%, or $0.2 million, in the first six months of fiscal 2026 versus the comparable period in fiscal 2025. Cost of service revenue decreased by 24.9%, or $3.3 million, in the first six months of fiscal 2026 versus the comparable period in fiscal 2025, primarily due to the restructuring efforts made in fiscal 2025. Gross margin increased from 22.3% of revenue in the first six months of fiscal 2025 to 30.6% in the first six months of fiscal 2026, due primarily to increased margins in the EV and maintenance segments.
Operating Expenses
General and Administrative. General and administrative expenses decreased 10.9%, or $1.0 million, in the first six months of fiscal 2026 compared to the first six months of fiscal 2025. This comparative decrease was primarily due to savings of $1 million due to no Voltrek earnout expense being recognized in fiscal 2026, as fiscal 2025 was the final year for the Voltrek earnout, along with decreased wages and benefits as a result of the restructuring that took place in fiscal 2025. These decreases in fiscal 2026 were partially offset by $152 thousand in reverse stock split fees, $148 thousand for debt-related legal fees, $92 thousand in severance expenses, $118 thousand in legal fees for the prior Chief Executive Officer termination, and the $500 thousand one-time signing bonus for the incoming Chief Executive Officer.
30
Sales and Marketing. Sales and marketing expenses decreased 17.2%, or $1.0 million, in the first six months of fiscal 2026 compared to the first six months of fiscal 2025. This comparative decrease was primarily due to $626 thousand in decreased wages and benefits as a result of the restructuring that took place in fiscal 2025, along with a $55 thousand decrease in commissions, $74 thousand decrease in recruiting, and reversals of bad debt due to payments coming in on previously written off receivables.
Research and Development. Research and development expenses decreased 25.8%, or $0.2 million, in the first six months of fiscal 2026 compared to the second quarter of fiscal 2025.
Lighting Segment
Our lighting segment develops and sells lighting products and provides construction and engineering services for our commercial lighting and energy management systems. Our lighting segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers mostly through direct sales and also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through ESCOs and contractors.
The following table summarizes our lighting segment operating results (dollars in thousands):
|
|
Six Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
23,546 |
|
|
$ |
23,591 |
|
|
|
(0.2 |
)% |
Operating loss |
|
$ |
(618 |
) |
|
$ |
(2,487 |
) |
|
|
(75.2 |
)% |
Operating margin |
|
|
(2.6 |
)% |
|
|
(10.5 |
)% |
|
|
|
|
Lighting segment revenue in the first six months of fiscal 2026 decreased by 0.2%, or $45 thousand, compared to the first six months of fiscal 2025. The decrease in operating loss in this segment was a result of a decrease in cost of sales along with lower operating expenses.
Maintenance Segment
Our maintenance segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.
The following table summarizes our maintenance segment operating results (dollars in thousands):
|
|
Six Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
8,488 |
|
|
$ |
7,120 |
|
|
|
19.2 |
% |
Operating income (loss) |
|
$ |
683 |
|
|
$ |
(1,328 |
) |
|
|
151.4 |
% |
Operating margin |
|
|
8.0 |
% |
|
|
(18.7 |
)% |
|
|
|
|
Maintenance segment revenue in the first six months of fiscal 2026 increased by 19.2%, or $1.4 million, compared to the first six months of fiscal 2025 primarily due to increased work orders from our major customer. Operating income in this segment increased as a result of an increase in revenues and product sales directly to customer contractors, along with a decrease in cost of sales and operating expenses as a result of restructuring efforts in fiscal 2025.
31
EV Segment
Our EV segment offers leading electric vehicle charging expertise and provides EV turnkey installation solutions with ongoing support to all commercial verticals.
The following table summarizes our EV segment operations results (dollars in thousands):
|
|
Six Months Ended September 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|||
Revenue |
|
$ |
7,460 |
|
|
$ |
8,556 |
|
|
|
(12.8 |
)% |
Operating income (loss) |
|
$ |
737 |
|
|
$ |
(835 |
) |
|
|
188.3 |
% |
Operating margin |
|
|
9.9 |
% |
|
|
(9.8 |
)% |
|
|
|
|
EV segment revenue in the first six months of fiscal 2026 decreased by 12.8%, or $1.1 million, compared to the first six months of fiscal 2025. Operating income increased $1.6 million in the first six months of fiscal 2026 due to increased project margins along with lower operating expenses.
Liquidity and Capital Resources
Overview
We believe our existing cash and operating cash flow provide us with the financial flexibility needed to meet our capital requirements, including to fund our budgeted capital expenditures and working capital needs for at least one year from the date of this report, as well as our longer-term capital requirements for periods beyond at least one year from the date of this report.
We had approximately $5.2 million in cash and cash equivalents as of September 30, 2025, compared to $6.0 million at March 31, 2025. Our cash position decreased as a result of a $1.3 million repayment of debt in the first six months of fiscal 2026, partially offset by positive cash flows from operations.
Our future liquidity needs and forecasted cash flows are dependent upon many factors, including our relative revenue, gross margins, cash management practices, cost containment, working capital management and capital expenditures, as well as the final determination of the Remaining Earnout Amount. While we believe that we will likely have adequate available cash and equivalents and credit availability under our credit agreement to satisfy our currently anticipated working capital and liquidity requirements for at least the next 12 months based on our current cash flow forecast, if we experience significant liquidity constraints, we may be required to issue equity or debt securities, reduce our sales efforts, implement additional cost savings initiatives or undertake other efforts to conserve our cash.
Cash Flows
The following table summarizes our cash flows for the six months ended September 30, 2025 and 2024 (in thousands):
|
|
Six Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating activities |
|
$ |
1,304 |
|
|
$ |
(2,464 |
) |
Investing activities |
|
|
(312 |
) |
|
|
155 |
|
Financing activities |
|
|
(1,809 |
) |
|
|
2,523 |
|
(Decrease) increase in cash and cash equivalents |
|
$ |
(817 |
) |
|
$ |
214 |
|
Cash Flows Related to Operating Activities. Cash provided by operating activities for the first six months of fiscal 2026 was $1.3 million and consisted of our net loss of $1.8 million adjusted for non-cash expense items and net cash provided in changes in operating assets of $3.1 million, the largest of which accounts receivable, net, prepaid expenses and other current assets, inventories, net, depreciation, and amortization, partially offset by a decrease in accrued expenses and other.
32
Cash used in operating activities for the first six months of fiscal 2025 was $2.5 million and consisted of our net loss of $7.4 million adjusted for non-cash expense items and net cash provided in changes in operating assets of $4.9 million, the largest of which was a $3.9 million decrease in accounts payable, which was mostly offset by increases in accounts receivable and inventories.
Cash Flows Related to Investing Activities. Cash used in investing activities of $0.3 million in the first six months of fiscal 2026 consisted primarily of purchases of property and equipment, mostly related to our ERP implementation.
Cash provided by investing activities of $155 thousand in the first six months of fiscal 2025 consisted primarily of sales of property and equipment.
Cash Flows Related to Financing Activities. Cash used in financing activities of $1.8 million in the first six months of fiscal 2026 was primarily due to payments on our revolving credit facility and long-term debt, along with costs incurred related to the issuance of subordinated debt.
Cash provided by financing activities of $2.5 million in the first six months of fiscal 2025 was primarily due to the term loan discussed in Note 12 above, which was partially offset by payments on the revolving credit facility and long-term debt.
Working Capital
Our net working capital as of September 30, 2025 was $8.1 million, consisting of $32.0 million in current assets and $24.0 million in current liabilities. Our net working capital as of March 31, 2025 was $8.7 million, consisting of $35.5 million in current assets and $26.8 million in current liabilities.
We generally attempt to maintain at least a three-month supply of on-hand inventory of purchased components and raw materials to meet anticipated demand, as well as to reduce our risk of unexpected raw material or component shortages or supply interruptions. Our accounts receivable, net, inventories, net, accounts payable and revenue earned but not billed may increase to the extent our revenue and order levels increase.
Indebtedness
Revolving Credit Agreement
Our credit agreement provides for a $25.0 million revolving credit facility (the “Credit Facility”) that matures on June 30, 2027. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of September 30, 2025, the borrowing base supported approximately $14.1 million of availability under the Credit Facility, with $5.8 million drawn against that availability. As of September 30, 2024, the borrowing base supported approximately $16.7 million of availability under the Credit Facility, with $9.0 million drawn against that availability.
The credit agreement is secured by a first lien security interest in substantially all of our assets.
Borrowings under the credit agreement are permitted in the form of SOFR or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to our availability under the Credit Agreement. Among other fees, we are required to pay an annual facility fee of $15,000 and a fee of 25 basis points on the unused portion of the Credit Facility.
The credit agreement includes a springing minimum fixed cost coverage ratio of 1.0 to 1.0 when excess availability under the Credit Facility falls below $4.0 million of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required.
33
Voltrek Earnout and Subordinated Debt
Effective on October 5, 2022, we acquired all of the outstanding membership interests of Voltrek, a leading electric vehicle charging company that provides turnkey installation solutions with ongoing support to all commercial verticals. In connection with such acquisition, we may owe additional material earnout payments based on Voltrek’s financial performance in fiscal 2025 as described below. We have currently accrued an estimated liability of approximately $1.4 million for such Remaining Earnout Amount.
Effective on June 23, 2025, the Company entered into a binding term sheet, as subsequently amended, the Term Sheet, pursuant to which the Company agreed with Final Frontier to pay the remainder of the finally determined Remaining Earnout Amount pursuant to the Subordinated Loan Agreement. In addition, the Company and Final Frontier agreed to submit the final determination of the Remaining Earnout Amount to binding arbitration.
Pursuant to the Term Sheet, on September 30, 2025, the Company, as borrower, the Company Subsidiaries and Voltrek, as guarantors, and Final Frontier, as lender, entered into the Subordinated Loan Agreement, pursuant to which Final Frontier agreed to defer payment of the Remaining Earnout Amount by the Company pursuant to the terms of the Subordinated Loan Agreement. The Company’s obligation to pay the Remaining Earnout Amount is further evidenced by the Senior Subordinated Note. The Company agreed to pay monthly principal payments to Final Frontier on the Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through the maturity date of July 15, 2027. The Company also agreed to pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025, subject to adjustment following the final determination in binding arbitration of the Remaining Earnout Amount, as set forth in more detail in the Subordinated Loan Agreement. The Company has the right to pay up to 20% of the remaining principal on the Senior Subordinated Note on the maturity date in shares of its common stock.
In connection with the Company’s entry into the Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, on September 30, 2025, the Company, the Company Subsidiaries and Bank of America entered into Amendment No. 4 to its Credit Agreement, pursuant to which Bank of America consented to the subordinated liens granted by the Company and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount or (b) such higher amount as consented to in writing by Bank of America promptly following its receipt of notice of the binding arbitration decision.
The final Remaining Earnout Amount determined to be owed by us could be in excess of our current accrued liability for such Remaining Earnout Amount and could materially adversely affect our future liquidity.
Backlog
Backlog represents the amount of revenue that we expect to realize in the future as a result of firm, committed purchase orders. Backlog totaled $18.2 million and $17.3 million as of September 30, 2025 and March 31, 2025, respectively. We generally expect our backlog to be recognized as revenue within one year. Backlog does not include any amounts for contracted maintenance services.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates since March 31, 2025. For a full discussion of these estimates and policies, see "Critical Accounting Estimates" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report on Form 10-K.
34
Recent Accounting Pronouncements
For a complete discussion of recent accounting pronouncements, refer to Note 2 in the Condensed Consolidated Financial Statements included elsewhere in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk was discussed in the “Quantitative and Qualitative Disclosures About Market Risk” section contained in our Annual Report on Form 10-K for the year ended March 31, 2025. There have been no material changes to such exposures since March 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2025, an evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based on this evaluation, such officers have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) for the quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
35
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, we do not believe that the final resolution of any of such claims or legal proceedings will have a material adverse effect on our future results of operations.
See Note 14 – Commitments and Contingencies, to the Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I - Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which we filed with the SEC on June 26, 2025 and in Part 1 - Item 2 under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 5. OTHER INFORMATION
Reinstatement of Named Executive Officer Base Salaries and Director Retainers
As previously disclosed, on February 11, 2024, as part of our cost savings measures, we announced that our executive officers agreed to voluntarily temporarily reduce their base salaries by 10%. Simultaneously with our executive officers’ salary reductions, the members of our board of directors voluntarily temporarily reduced their retainers by 10%. On October 31, 2025, the Human Capital Management and Compensation Committee of our board of directors determined to fully reinstate the base salaries for our named executive officers and the retainers for the members of our board of directors, effective as of October 1, 2025.
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, none of our directors or officers
36
ITEM 6. EXHIBITS
37
3.1 |
Articles of Amendment to Amended and Restated Articles of Incorporation of Orion Energy Systems, Inc., effective August 22, 2025, filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on August 19, 2025, is hereby incorporated by reference. |
10.1 |
Term Sheet, dated June 23, 2025, by an between Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors, filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.2 |
Earn Out Term Sheet Amendment, dated July 31, 2025, by and between Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors, filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on August 6, 2025, is hereby incorporated by reference. |
10.3 |
Senior Subordinated Loan Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC and Final Frontier, LLC, filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated for reference. |
10.4 |
Senior Subordinated Note, dated September 30, 2025 by Orion Energy Systems, Inc. in favor of Final Frontier, LLC, filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.5 |
Security Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC and Final Frontier, LLC, filed as Exhibit 10.4 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.6 |
Subordination and Intercreditor Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc, Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC, Final Frontier, LLC and Bank of America, N.A, filed as Exhibit 10.5 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.7 |
Amendment No. 4 to Loan and Security Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc., Great Lakes Energy Solutions, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technology Ventures, LLC, Voltrek, LLC and Bank of America, N.A, filed as Exhibit 10.6 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.8 |
Management Support Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors, filed as Exhibit 10.7 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
10.9 |
Board Observer Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. and Kathleen Connors, filed as Exhibit 10.8 to Registrant's Current Report on Form 8-K filed on October 3, 2025, is hereby incorporated by reference. |
31.1 |
Certification of Chief Executive Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.+ |
|
|
31.2 |
Certification of Chief Financial Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.+ |
|
|
32.1 |
Certification of Chief Executive Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+ |
|
|
32.2 |
Certification of Chief Financial Officer of Orion Energy Systems, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+ |
|
|
101.INS |
Inline XBRL Instance Document+ |
|
|
101.SCH |
Inline XBRL Taxonomy extension schema document+ |
|
|
101.CAL |
Inline XBRL Taxonomy extension calculation linkbase document+ |
|
|
101.DEF |
Inline XBRL Taxonomy extension definition linkbase document+ |
|
|
101.LAB |
Inline XBRL Taxonomy extension label linkbase document+ |
|
|
101.PRE |
Inline XBRL Taxonomy extension presentation linkbase document+ |
|
|
104 |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL and is contained in Exhibit 101. |
38
+ Filed herewith
39
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 5, 2025.
ORION ENERGY SYSTEMS, INC. |
||
|
|
|
By |
|
/s/ J. Per Brodin |
|
|
J. Per Brodin |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer and Authorized Signatory) |
40
FAQ
How did Orion Energy Systems (OESX) perform in Q2 FY2026?
What were OESX’s first-half FY2026 results?
What is Orion’s liquidity and debt position?
Did Orion regain Nasdaq compliance?
How did Orion handle the Voltrek earnout?
What were operating cash flows in the first half?
How many OESX shares were outstanding?
