STOCK TITAN

Orion Energy Systems Q2 loss widens to $811K

A longtime customer's new LED retrofit project is estimated to represent $10 million to $15 million in revenue.

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(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Orion Energy Systems, Inc. reported Q2 FY2027 revenue of $21.691 million for the quarter ended September 30, 2026, up 9% from $19.919 million a year earlier. Gross margin was 28.7%, compared with 31.0%. Net loss was $811,000, versus $581,000, and adjusted EBITDA was $12,000, compared with $451,000.

For FY2027, Orion reiterated expectations for revenue of $100 million to $102 million and positive adjusted EBITDA. A new LED retrofit project for a longtime customer is estimated to represent $10 million to $15 million in revenue; Orion also reported another multimillion-dollar data-center lighting deployment.

For the six months ended September 30, 2026, net income was $1.149 million, versus a $1.825 million loss in the prior-year period, while operating cash flow was $(2.033) million, compared with $1.304 million provided. Working capital was $15 million at September 30, 2026, versus $8 million at September 30, 2025. Cash and cash equivalents were $3.736 million at September 30, 2026. Orion extended its revolving credit facility maturity to June 30, 2030, from June 30, 2027.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

How the balance works

Positive

  • Moderate pointRevenue rose 9% to $21.691 million in Q2 FY2027.
  • Moderate pointSix-month net income was $1.149 million, versus a $1.825 million loss.

Negative

  • Moderate pointQuarterly net loss widened to $811,000 from $581,000 year over year.
  • Moderate pointAdjusted EBITDA was $12,000, versus $451,000 a year earlier.
  • Moderate pointOperating cash flow was $(2.033) million, versus $1.304 million provided.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Q2 revenue $21.691 million Three months ended September 30, 2026; 9% increase from $19.919 million in the prior-year quarter.
Gross margin 28.7% Q2 FY2027; 31.0% in Q2 FY2026.
Net loss $(811,000) Q2 FY2027; $(581,000) in Q2 FY2026.
Adjusted EBITDA $12,000 Three months ended September 30, 2026; $451,000 in the prior-year quarter.
Six-month net income $1.149 million Six months ended September 30, 2026; $(1.825) million in the prior-year period.
Operating cash flow $(2.033) million Six months ended September 30, 2026; $1.304 million provided in the prior-year period.
FY2027 revenue expectation $100 million to $102 million Full fiscal year 2027; reiterated expectation.
Retail LED project estimated revenue $10 million to $15 million New LED lighting project following a longtime customer's commitment.
Adjusted EBITDA financial
"adjusted EBITDA (EBITDA adjusted for stock-based compensation"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
EBITDA financial
"EBITDA (earnings before interest, taxes, depreciation and amortization)"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
Working capital financial
"Net of current liabilities, working capital was $15"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
Revenue earned but not billed financial
"Revenue earned but not billed"
Revenue $21.691 million 9% increase from $19.919 million in Q2 FY2026
Gross margin 28.7% Compared with 31.0% in Q2 FY2026
Net loss $(811,000) Compared with $(581,000) in Q2 FY2026
Adjusted EBITDA $12,000 Compared with $451,000 in Q2 FY2026
Guidance

For FY2027, Orion reiterated expectations for revenue of $100 million to $102 million and positive adjusted EBITDA.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was OESX's Q2 FY2027 revenue?

Orion Energy Systems reported revenue of $21.691 million for the three months ended September 30, 2026, up 9% from $19.919 million in the prior-year quarter.

What is OESX's FY2027 revenue outlook?

Orion reiterated its expectation for FY2027 revenue of $100 million to $102 million and positive adjusted EBITDA.

How much revenue is the new OESX retailer project expected to represent?

A longtime customer made a follow-on commitment for a new LED lighting project estimated to represent $10 million to $15 million in revenue. The project involves interior LED lighting retrofits and IoT system installations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

 

November 5, 2026

 

 

 

 

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

Wisconsin

01-33887

39-1847269

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

 

2210 Woodland Drive, Manitowoc, Wisconsin, 54220

(Address of principal executive offices, including zip code)

 

(920) 892-9340

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the act:

Title of Each Class

 

Trading Symbol (s)

 

Name of Each Exchange on Which Registered

Common stock, no par value

 

OESX

 

The Nasdaq Stock Market LLC

(NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. 

 

 


 

Item 2.02 . Results of Operations and Financial Condition.

On November 5, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

.

Item 9.01(d) . Financial Statements and Exhibits.

 

 

Exhibit 99.1

Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated November 5, 2026

 

 

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

2


 

SIGNATURES

 

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 hereunto duly authorized.

 

ORION ENERGY SYSTEMS, INC.

Date: November 5, 2026

By: /s/ J. Per Brodin

J. Per Brodin

Chief Financial Officer

 

 

3


img223458250_0.jpg

Orion Reports 9% Revenue Increase in Second Quarter FY2027;

Reiterates Revenue Expectation of $100M-$102M for Full Fiscal Year

 

Manitowoc, WI – November 5, 2026 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today reported results for its fiscal 2027 second quarter (Q2’27) ended September 30, 2026.

 

Orion’s Q2’27 revenue increased to $21.7M versus $19.9M in Q2’26, while Q2’27 gross margin was 28.7% versus 31.0% in Q2’26. The Company reported a net loss of $0.8M in Q2’27, compared to a net loss of $0.6M in Q2’26. The Company’s adjusted EBITDA was positive in Q2 FY’27 — marking its eighth consecutive quarter of positive adjusted EBITDA.

 

Orion reiterated its previously increased full fiscal year expectations of positive adjusted EBITDA on revenue of between $100 million and $102 million in FY’27, which began April 1, 2026.

 

The Company noted that it expects a strong second half, with significant projects to be delivered in the third and fourth quarters. These orders are coming from a broad array of customers and include retailers, manufacturers, logistics providers, data centers and government projects.

 

“Orion enters the second half of FY’27 accelerating our initiatives to achieve diversified growth, sustainable margins and market expansion,” said Orion’s Chief Executive Officer, Sally Washlow. “Whether it’s rapidly growing engagements with major retail chains and logistics leaders, more and more campuses for hyper-scale data-center operators or expanding incumbencies with global automakers, Orion continues on a trajectory to achieve our profitable growth expectations for the current fiscal year.”

 

Orion is scheduled to discuss these results in an investor call today at 10:00 a.m. ET (details below).

 

Webcast and Call Details

Date / Time: Thursday, November 5, 2026, at 10:00 a.m. ET

Live Call Registration: https://register-conf.media-server.com/register/BId664f6fcc4d548fabdfb92d50077908e

Live call participants must pre-register using the URL above to receive the dial-in information. Anyone can re-register if they lose the dial-in or PIN #.

Webcast & Replay: https://register-conf.media-server.com/register/BId664f6fcc4d548fabdfb92d50077908e

 

 

 

 

 

 

 

 

 

 

 

 

 


Q2'27 and Prior Three Quarters Financial Performance

 

 

Q2 Financial Summary

Prior Three Quarters

$ in millions except per share figures

Q2’27

Q2’26

Change

Q1'27

Q4’26

Q3'26

LED Lighting Revenue

$14.9

$10.7

40%

$17.7

$20.3

$12.1

EV Charging Revenue

$2.8

$4.8

-41%

$4.0

$2.3

$4.7

Maintenance Revenue

$4.0

$4.5

-12%

$4.1

$3.2

$4.4

Total Revenue

$21.7

$19.9

9%

$25.7

$25.7

$21.1

Gross Profit

$6.2

$6.2

1%

$8.9

$9.5

$6.5

Gross Profit %

28.7%

31.0%

-230 bps

34.6%

37.0%

30.9%

Net Income (Loss) (1)(2)(3)(4)

$(0.8)

$(0.6)

$(0.2)

$2.0

$(1.5)

$0.2

Net Income (Loss) per share (1)(2)(3)(4)

$(0.20)

$(0.17)

$(0.03)

$0.47

$(0.39)

$0.04

Adjusted EBITDA (5)

$0.0

$0.5

$(0.4)

$2.5

$0.8

$0.8

(1)
Voltrek earnout accrual and net adjustments was $1.7M in Q4'26.
(2)
Q4'26 included $1.1M of expenses for the non-cash write-off of solar assets.

(3) Q4'26 revenue included $1.3M associated with amending a solar energy contract that had no associated costs of goods.

(4) The net effect of tariffs for Q1'27 decreased costs of goods by approximately $0.3M.

(5) Adjusted EBITDA reconciliation provided below.

 

Q2’27 Business Highlights: Commentary from CEO Sally Washlow

 

Orion’s second-quarter results and full-year expectations illuminate a continually strengthening sales funnel and expanding wallet share within enterprise customers. They also highlight the power of Orion’s proprietary supply chain, cited as a unique attribute by customers ranging from data-center operators to leading retail chains and logistics providers. Combined with Orion’s diversified-growth initiative and ongoing cost containment, these factors indicate positive prospects for achieving its recently increased guidance for the full fiscal year of FY2027.

 

Orion’s Q2’27 included a number of additional milestones:

 

— Increased Guidance for FY’27: Orion announced on September 15 that it expects to achieve total revenue of $100 million to $102 million for FY 2027, representing an increase from its previous outlook of $95 million to $97 million. As previously announced, Orion reiterated that it expected FY’Q2 revenues to decrease compared to the recently announced FY’Q1 revenue of $25.7M. The Company also said that it continues to expect to achieve positive adjusted EBITDA for the fiscal year as a whole.

 

— Another Data Center Win: Orion announced an additional deployment of its MPHL2 LED Lighting solution for one of the world’s largest data-center operators. The multimillion-dollar order followed June’s announcement of Orion’s first multimillion-dollar deployment for the global hyperscaler.

 


The customizable MPHL2 LED Lighting solution, manufactured in Orion’s home state of Wisconsin, is capable of delivering higher energy efficiency, resiliency and decarbonization in LED lighting to thousands of data centers in the current hyperscaler building boom. The high efficiency linear lighting fixture is designed and built to accommodate nearly every data center’s floor plan while reducing the energy usage for lighting

 

— $10M-$15M New Retailer Engagement. Orion announced that a longtime customer has made a follow-on commitment to the Company for a new LED lighting project estimated to represent revenue of $10 million to $15 million.

 

This latest commitment involves retrofitting interior LED Lighting and IoT system installations. Orion maintains that this most recent expansion of work demonstrates the confidence that Orion has earned with this leading retailer over the course of numerous projects spanning several years.

 

— Additionally, Orion/Voltrek continued to navigate a U.S. EV Charging Infrastructure environment that continues to evolve. Orion/Voltrek maintains numerous multi-year customer relationships as they progress through historically reliable funding cycles. The Company also foresees increased inclusion of EV Charging infrastructure in its LED Lighting engagements, typified by Orion’s recent announcement of related LED Lighting and EV Charging deployments for a leading global automaker.

 

Q2’27 Financial Results

 

Orion’s Q2’27 revenue was $21.7M versus $19.9M in Q2’26, while Q2’27 gross margin was 28.7% versus 31.0% in Q2’26. The Company reported a net loss of $0.8M in Q2’27 versus a net loss of $0.6M in Q2’26. The Company achieved Q2’27 adjusted EBITDA of $0.0M — marking its eighth consecutive quarter of positive adjusted EBITDA — compared to adjusted EBITDA of $0.5M in Q2’26.

 

Orion also reported the following Q2’27 segment performance:

•
LED lighting revenue was approximately $14.9M in Q2’27, compared to $10.7M in Q2’26, reflecting increased large project activity.
•
Maintenance services revenue was $4.0M in Q2’27, compared to $4.5M in Q2’26
•
EV charging solutions revenue was $2.8M in Q2’27, compared to $4.8M in Q2’26, reflecting the variability in timing of larger projects related to the current U.S. market uncertainty regarding the near-term scope, pace and funding availability for EV charging projects.
•
Orion’s Q2’27 gross margin was 28.7% versus 31.0% in Q2’26, primarily due to a mix shift in the lighting segment during the quarter. Total operating expenses increased to $7.0M in Q2’27 from $6.4M in Q2’26, reflecting an increase in commissions and equity compensation.

Primarily reflecting lower gross margin and increased commissions and equity compensation, Orion reported a net loss of $0.8M in Q2’27, or $(0.20) per share, versus a net loss of $0.6M, or $(0.17) per share, in Q2’26. Orion’s adjusted EBITDA decreased to $0.0M in Q2’27 compared to $0.5M in Q2’26, reflecting relatively strong performance in the face of temporary margin headwinds.

 

Balance Sheet and Cash Flow

Orion ended the quarter with current assets of $35.9M, including $3.7M of cash, $15.0M of accounts receivable, $5.7M of revenue earned but not billed, and $10.0M of inventories. Net of current liabilities, working capital was $15.4M at September 30, 2026, compared to $8.1M at September 30, 2025. Orion’s financial liquidity at September 30, 2026, was $16.2M as compared to $13.5M at September 30, 2025. As previously reported, Orion recently extended the maturity date of its revolving credit facility from June 30, 2027, to June 30, 2030.

 


About Orion Energy Systems

Orion provides energy efficiency and clean tech solutions, including LED lighting and controls, electric vehicle (EV) charging solutions, and maintenance services. Orion specializes in turnkey design-through-installation solutions for large national customers as well as projects through ESCO and distribution partners, with a commitment to helping customers achieve their business and environmental goals with healthy, safe, and sustainable solutions that reduce their carbon footprint and enhance business performance.

 

Non-GAAP Measures

In addition to the GAAP results included in this presentation, Orion has also included the non-GAAP measures, EBITDA (earnings before interest, taxes, depreciation and amortization), and adjusted EBITDA (EBITDA adjusted for stock-based compensation, restructuring and severance costs, asset impairment and, earnout expenses). The Company has provided these non-GAAP measures to help investors better understand its core operating performance, enhance comparisons of core operating performance from period to period, and allow better comparisons of operating performance to its competitors. Among other things, management uses these non-GAAP measures to evaluate the performance of the business and believes these measurements enable it to make better period-to-period evaluations of the financial performance of core business operations. The non-GAAP measurements are intended only as a supplement to the comparable GAAP measurements and Orion compensates for the limitations inherent in the use of non-GAAP measurements by using GAAP measures in conjunction with the non-GAAP measurements. As a result, investors should consider these non-GAAP measurements in addition to, and not in substitution for or as superior to, measurements of financial performance prepared in accordance with generally accepted accounting principles.

 

Consistent with Regulation G under the U.S. federal securities laws, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measures, and this reconciliation is located under the heading “Unaudited EBITDA Reconciliation” following the Unaudited Condensed Consolidated Statements of Cash Flows included in this press release.

 

Safe Harbor Statement

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe our future outlook, plans, expectations, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected, including, but not limited to, the following: (i) our ability to achieve our budgeted fiscal 2027 revenue expectations, and related public fiscal 2027 revenue guidance, will have a significant impact on our cash flow and stock price and ability to fund our operations and satisfy our debt obligations; (ii) we are currently implementing a new ERP system, which will involve substantial cost and potential disruption to our normal operations; our inability to successfully manage the implementation of our new ERP system could adversely affect our ability to operate our business and otherwise negatively affect our financial reporting and the effectiveness of our internal control over financial reporting; (iii) government tariffs and other actions have adversely affected, and may continue to adversely affect, our business, resulting in increased costs and reduced gross margins; (iv) the reduction or elimination of incentives from the United States government for investments in electric vehicle (“EV”) charging infrastructure may reduce demand for public EV charging products, in addition to reducing overall demand for EVs; (v) we do not have major sources of recurring revenue, a substantial portion of our revenues is derived from major project-based retrofit work that is awarded through a competitive bid process and we depend upon a limited number of customers in any given period to generate a substantial portion of our revenue, and it is generally difficult to predict the timing of projects that will be awarded, which can impact our ability to achieve our expected financial results; (vi) the reduction of revenue from our most significant customer over the past several fiscal years has had, and the potential future loss of other significant customers or a major customer would likely have, a materially adverse effect on our results of operations, financial condition and cash flows; (vii) the reduction or elimination of investments in, or incentives to adopt, light emitting diode (“LED”) lighting or the elimination of, or changes in, policies, incentives or rebates in certain states or countries that encourage the use of LEDs over some traditional lighting technologies, including due to federal funding restrictions in the United States, could cause the demand for our lighting products to slow; (viii) we are experiencing ongoing increasing pressures to reduce the average selling price of our products and related negative impact on our gross margins, driven largely by the ongoing increase in competition from foreign competitors; (ix) our products use components and raw materials that may be subject to price fluctuations, shortages or interruptions of supply, particularly resulting from tariffs and other trade restrictions; (x) we increasingly rely on third-party manufacturers for the manufacture and development of our


products and product components; (xi) we are subject to the risk of a cybersecurity breach; (xii) macroeconomic pressures in the markets in which we operate may adversely affect our financial results; (xiii) adverse conditions in the global economy, including due to changes in diplomatic and trade relationships, have negatively impacted, and could in the future negatively impact, our customers, suppliers and business; (xiv) the success of our LED lighting retrofit solutions depends, in part, on our ability to claim market share away from our competitors; and (xv) the other risks described in our filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov or at http://investor.oriones.com in the Investor Relations section of our website.

 

Engage with Us

X: @OrionLighting and @OrionLightingIR

StockTwits: @OESX_IR

 

Investor Relations Contacts

Per Brodin, CFO

Robert Ferri

Orion Energy Systems, Inc.

Robert Ferri Partners

pbrodin@oesx.com

(415) 575-1589 or ir@oesx.com

 


ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended September 30,

 

 

Six Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Product revenue

 

$

13,410

 

 

$

12,813

 

 

$

27,629

 

 

$

26,325

 

Service revenue

 

 

8,281

 

 

 

7,106

 

 

 

19,805

 

 

 

13,169

 

Total revenue

 

 

21,691

 

 

 

19,919

 

 

 

47,434

 

 

 

39,494

 

Cost of product revenue

 

 

8,732

 

 

 

8,777

 

 

 

17,400

 

 

 

17,599

 

Cost of service revenue

 

 

6,738

 

 

 

4,965

 

 

 

14,902

 

 

 

9,817

 

Total cost of revenue

 

 

15,470

 

 

 

13,742

 

 

 

32,302

 

 

 

27,416

 

Gross profit

 

 

6,221

 

 

 

6,177

 

 

 

15,132

 

 

 

12,078

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

3,943

 

 

 

3,812

 

 

 

7,636

 

 

 

8,102

 

Sales and marketing

 

 

2,757

 

 

 

2,376

 

 

 

5,595

 

 

 

4,792

 

Research and development

 

 

255

 

 

 

231

 

 

 

523

 

 

 

439

 

Total operating expenses

 

 

6,955

 

 

 

6,419

 

 

 

13,754

 

 

 

13,333

 

Income (loss) from operations

 

 

(734

)

 

 

(242

)

 

 

1,378

 

 

 

(1,255

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(128

)

 

 

(280

)

 

 

(226

)

 

 

(449

)

Amortization of debt issue costs

 

 

(19

)

 

 

(50

)

 

 

(37

)

 

 

(101

)

Royalty income

 

 

4

 

 

 

1

 

 

 

5

 

 

 

3

 

Other

 

 

35

 

 

 

—

 

 

 

(7

)

 

 

—

 

Total other expense

 

 

(108

)

 

 

(329

)

 

 

(265

)

 

 

(547

)

Income (loss) before income tax

 

 

(842

)

 

 

(571

)

 

 

1,113

 

 

 

(1,802

)

Income tax (benefit) expense

 

 

(31

)

 

 

10

 

 

 

(36

)

 

 

23

 

Net income (loss)

 

$

(811

)

 

$

(581

)

 

$

1,149

 

 

$

(1,825

)

Basic net income (loss) per share

 

$

(0.20

)

 

$

(0.17

)

 

$

0.28

 

 

$

(0.53

)

Weighted-average common shares outstanding

 

 

4,098,123

 

 

 

3,498,786

 

 

 

4,079,087

 

 

 

3,415,612

 

Diluted net income (loss) per share

 

$

(0.20

)

 

$

(0.17

)

 

$

0.27

 

 

$

(0.53

)

Weighted-average common shares and share
   equivalents outstanding

 

 

4,098,123

 

 

 

3,498,786

 

 

 

4,201,435

 

 

 

3,415,612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

 

September 30, 2026

 

 

March 31, 2026

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,736

 

 

$

3,265

 

Accounts receivable, net

 

 

15,014

 

 

 

16,340

 

Revenue earned but not billed

 

 

5,662

 

 

 

6,409

 

Inventories, net

 

 

9,971

 

 

 

10,304

 

Prepaid expenses and other current assets

 

 

1,566

 

 

 

1,364

 

Total current assets

 

 

35,949

 

 

 

37,682

 

Property and equipment, net

 

 

5,924

 

 

 

6,114

 

Goodwill

 

 

1,484

 

 

 

1,484

 

Other intangible assets, net

 

 

2,388

 

 

 

2,646

 

Other long-term assets

 

 

3,913

 

 

 

3,679

 

Total assets

 

$

49,658

 

 

$

51,605

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Accounts payable

 

$

10,251

 

 

$

15,451

 

Accrued expenses and other

 

 

9,719

 

 

 

10,728

 

Deferred revenue, current

 

 

266

 

 

 

155

 

Current maturities of long-term debt

 

 

352

 

 

 

353

 

Total current liabilities

 

 

20,588

 

 

 

26,687

 

Revolving credit facility

 

 

5,000

 

 

 

3,000

 

Long-term debt, less current maturities

 

 

3,173

 

 

 

2,619

 

Other long-term liabilities

 

 

2,516

 

 

 

2,671

 

Total liabilities

 

 

31,277

 

 

 

34,977

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at
September 30, 2026 and March 31, 2026; no shares issued and outstanding at September 30, 2026 and March 31, 2026

 

 

—

 

 

 

—

 

Common stock, no par value: Shares authorized: 20,000,000 at
September 30, 2026 and March 31, 2026; shares issued: 4,867,017 at
September 30, 2026 and 4,819,013 at March 31, 2026; shares outstanding:
4,104,551 at September 30, 2026 and 4,056,528 at March 31, 2026

 

 

—

 

 

 

—

 

Additional paid-in capital

 

 

170,251

 

 

 

169,646

 

Treasury stock, common shares: 762,466 at September 30, 2026 and 762,485 at March 31, 2026

 

 

(34,962

)

 

 

(34,962

)

Accumulated deficit

 

 

(116,908

)

 

 

(118,056

)

Total shareholders’ equity

 

 

18,381

 

 

 

16,628

 

Total liabilities and shareholders’ equity

 

$

49,658

 

 

$

51,605

 

 


ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended September 30,

 

 

 

2026

 

 

2025

 

Operating activities

 

 

 

 

 

 

Net income (loss)

 

$

1,149

 

 

$

(1,825

)

Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:

 

 

 

 

 

 

Depreciation

 

 

229

 

 

 

508

 

Amortization of intangible assets

 

 

260

 

 

 

486

 

Stock-based compensation

 

 

605

 

 

 

323

 

Amortization of debt issue costs

 

 

37

 

 

 

101

 

Deferred income tax

 

 

(56

)

 

 

—

 

Loss on fixed assets

 

 

16

 

 

 

—

 

Provision for inventory reserves

 

 

52

 

 

 

185

 

Provision for credit losses

 

 

12

 

 

 

30

 

Other

 

 

(36

)

 

 

—

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

1,314

 

 

 

1,301

 

Revenue earned but not billed

 

 

747

 

 

 

(418

)

Inventories

 

 

281

 

 

 

782

 

Prepaid expenses and other assets

 

 

(474

)

 

 

1,077

 

Accounts payable

 

 

(5,204

)

 

 

275

 

Accrued expenses and other

 

 

(1,077

)

 

 

(1,330

)

Deferred revenue, current and long-term

 

 

112

 

 

 

(191

)

Net cash provided by (used in) operating activities

 

 

(2,033

)

 

 

1,304

 

Investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(50

)

 

 

(310

)

Additions to patents and licenses

 

 

—

 

 

 

(2

)

Net cash provided by (used in) investing activities

 

 

(50

)

 

 

(312

)

Financing activities

 

 

 

 

 

 

Payment of debt

 

 

(88

)

 

 

(176

)

Proceeds from debt

 

 

642

 

 

 

—

 

Proceeds from revolving credit facility

 

 

2,600

 

 

 

1,250

 

Payments of revolving credit facility

 

 

(600

)

 

 

(2,500

)

Cash incurred related to issuance of subordinated debt

 

 

—

 

 

 

(383

)

Net cash provided by (used in) financing activities

 

 

2,554

 

 

 

(1,809

)

Net increase (decrease) in cash and cash equivalents

 

 

471

 

 

 

(817

)

Cash and cash equivalents at beginning of period

 

 

3,265

 

 

 

5,972

 

Cash and cash equivalents at end of period

 

$

3,736

 

 

$

5,155

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

217

 

 

$

414

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Operating lease assets obtained in exchange for new operating lease liabilities

 

$

420

 

 

$

—

 

Issuance of common stock to Final Frontier, LLC as partial payment of earnout obligation

 

$

—

 

 

$

1,000

 

Issuance of subordinated debt for earnout obligation

 

$

—

 

 

$

1,388

 

 


ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED EBITDA RECONCILIATION

(in thousands)

 

 

 

Three Months Ended

 

 

 

September 30, 2026

 

 

June 30, 2026

 

 

March 31, 2026

 

 

December 31, 2025

 

 

September 30, 2025

 

Net income (loss)

 

$

(811

)

 

$

1,959

 

 

$

(1,498

)

 

$

160

 

 

$

(581

)

Interest

 

 

128

 

 

 

98

 

 

 

128

 

 

 

203

 

 

 

280

 

Taxes

 

 

(31

)

 

 

(5

)

 

 

19

 

 

 

18

 

 

 

10

 

Depreciation

 

 

116

 

 

 

114

 

 

 

164

 

 

 

206

 

 

 

263

 

Amortization of intangible assets

 

 

142

 

 

 

119

 

 

 

121

 

 

 

126

 

 

 

247

 

Amortization of debt issue costs

 

 

19

 

 

 

18

 

 

 

18

 

 

 

51

 

 

 

50

 

EBITDA

 

 

(437

)

 

 

2,303

 

 

 

(1,048

)

 

 

764

 

 

 

269

 

Stock-based compensation

 

 

446

 

 

 

159

 

 

 

163

 

 

 

(3

)

 

 

157

 

Loss on debt extinguishment

 

 

—

 

 

 

—

 

 

 

562

 

 

 

—

 

 

 

—

 

Solar contract amendment

 

 

—

 

 

 

—

 

 

 

(1,338

)

 

 

—

 

 

 

—

 

Deferred revenue - solar grants

 

 

—

 

 

 

—

 

 

 

(337

)

 

 

—

 

 

 

—

 

Solar asset disposal

 

 

—

 

 

 

—

 

 

 

1,118

 

 

 

—

 

 

 

—

 

Loss on fixed assets

 

 

16

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Severance

 

 

22

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25

 

Earnout expenses

 

 

—

 

 

 

—

 

 

 

1,663

 

 

 

—

 

 

 

—

 

Other

 

 

(35

)

 

 

42

 

 

 

—

 

 

 

—

 

 

 

—

 

Adjusted EBITDA

 

$

12

 

 

$

2,504

 

 

$

783

 

 

$

761

 

 

$

451

 

 


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