ORION ENERGY SYSTEMS, INC.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
OESX$12.51-7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-11.
0000950170-25-017947
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0000950170-25-104003
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 86 previous paragraphs and 79 current paragraphs.
35 unchanged; 25 reworded; 18 added; 24 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
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.
Current report
Recent Developments
Current report
Replacement of our CEO
Current report
On April 14, 2025, Michael Jenkins' employment was terminated by Orion, with our Board appointing Sally A. Washlow as our new Chief Executive Officer, effective as of Mr. Jenkins' termination date.
Current report
As a result of the termination, Mr. Jenkins received approximately $633 thousand in severance and the acceleration of approximately 322 thousand restricted stock awards. Mr. Jenkins forfeited approximately 646 thousand performance shares along with approximately $170 thousand in tandem cash awards. Additionally, Mr. Jenkins forfeited restricted stock awards not vesting within two years from the termination date, which was a forfeiture of approximately 78 thousand shares.
Current report
On April 14, 2025, we entered into an Executive Employment and Severance Agreement with Ms. Washlow (the "Employment Agreement"). The Employment Agreement provides Ms. Washlow with the following compensation arrangements: (i) an annual base salary of $382,500, provided that if our other named executive officers' base salaries are returned to their pre-reduction levels, then Ms. Washlow's base salary will also be similarly adjusted up to $425,000; (ii) a target annual bonus of 100% (threshold 80% and maximum of 200%) of her base salary upon our relative achievement of executive incentive plan performance targets for each fiscal year; (iii) a special bonus of $100,000 if we achieve a stretch goal of $100 million in revenue for fiscal 2026; (iv) a cash signing bonus of $500,000, approximately $300,000 of was required to be used by Ms. Washlow to purchase shares of our common stock directly from us; (v) a pre-change of control severance multiplier of 1.5x and a post-change of control severance multiplier of 2.0x; (vi) an initial equity grant consisting of a non-qualified stock option exercisable for a total of 500,000 shares of our common stock; and (vii) certain other benefits and perquisites. On May 29, 2025, our board and Ms. Washlow mutually agreed to defer Ms. Washlow's cash signing bonus and related direct purchase of common stock for up to one year, with the timing of such cash signing bonus and related direct purchase of our common stock to be reviewed quarterly and mutually agreed upon by the compensation committee and Ms. Washlow.
Current report
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.The initial purchase price consisted of $5.0 million cash and $1.0 million of common stock. We also paid $3.0 million in initial earn-out payments based on Voltrek's financial performance in fiscal 2023. We may owe additional material earn-out payments based on Voltrek's financial performance in fiscal 2025. We have currently accrued an estimated liability of approximately $3.3 million for such remaining earn-out payments.
Current report
On June 23, 2025, we entered into a binding term sheet (the "Term Sheet") with respect to our remaining earn-out obligations owed to Final Frontier pursuant to our October 5, 2022 acquisition of Voltrek, and on July 31, 2025, we entered into an amendment to the Term Sheet (the "Term Sheet Amendment"). Pursuant to the Term Sheet and Term Sheet Amendment, we agreed to pay Final Frontier $875,000 in full and final payment of our fiscal 2024 Voltrek acquisition earn-out obligations as follows: $500,000 was paid on August 1, 2025 and the remaining $375,000 will be paid on September 3, 2025. We also agreed with Final Frontier to submit the final determination of our fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earn-out obligations to binding arbitration if not otherwise mutually agreed by the parties. We agreed to pay Final Frontier the finally determined remaining earn-out amount as follows; (i) $1.0 million in our common stock was issued on July 16, 2025 and (ii) the remaining amount will be paid pursuant to the anticipated Senior Subordinated Note. We agreed to pay monthly principal payments to Final Frontier on the anticipated Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through maturity. We will also pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025. We have the right to pay up to 20% of the remaining outstanding earn-out amount at maturity in shares of our common stock. The anticipated Senior Subordinated Note will be subordinated to our senior credit facilities with Bank of America and will be secured by a second lien on all of our assets. We and Final Frontier agreed to use our respective commercially reasonable best efforts to agree to final documentation further reflecting the terms and conditions set forth in the Term Sheet within 30 days of entering into the Term Sheet.
Current report
The final earn-out amount determined to be owed by us could be in excess of our current accrued liability for such earn-out amount and could materially adversely affect our future liquidity.
Current report
Replacing Reduced Revenue from Primary Customer
Current report
In fiscal 2025, 2024, and 2023, one customer accounted for 24.3%, 25.2% and 16.2% 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.
Current report
EV Segment
Current report
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. The initial purchase price consisted of $5.0 million cash and $1.0 million of common stock. We also paid $3.0 million in initial earn-out payments based on Voltrek’s financial performance in fiscal 2023. We may owe additional material earn-out payments based on Voltrek’s financial performance in fiscal 2025. We have currently accrued an estimated liability of approximately $3.3 million for such remaining earn-out payments.
Current report
On June 23, 2025, we entered into the Term Sheet with respect to our remaining earn-out obligations owed to Final Frontier pursuant to our October 5, 2022 acquisition of Voltrek, and on July 31, 2025, we entered into the Term Sheet Amendment. Pursuant to the Term Sheet and the Term Sheet Amendment, we agreed to pay Final Frontier $875,000 in full and final payment of our fiscal 2024 Voltrek acquisition earn-out obligations as follows: $500,000 was paid on August 1, 2025 and the remaining $375,000 will be paid on September 3, 2025. We also agreed with Final Frontier to submit the final determination of our fiscal
Current report
2025 and aggregate fiscal 2023 through fiscal 2025 earn-out obligations to binding arbitration if not otherwise mutually agreed by the parties. We agreed to pay to Final Frontier the finally determined remaining earn-out amount as follows: (i) $1.0 million in our common stock was issued on July 16, 2025 and (ii) the remaining amount pursuant to the anticipated Senior Subordinated Note. We agreed to pay monthly principal payments to Final Frontier on the anticipated Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through maturity. We will also pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025. We have the right to pay up to 20% of the remaining outstanding earn-out amount at maturity in shares of our common stock. The anticipated Senior Subordinated Note will be subordinated to our senior credit facilities with Bank of America and will be secured by a second lien on all of our assets. We and Final Frontier agreed to use our respective commercially reasonable best efforts to agree to final documentation further reflecting the terms and conditions set forth in the Term Sheet within 30 days of entering into the Term Sheet.
Current report
The final earn-out amount determined to be owed by us could be in excess of our current accrued liability for such earn-out amount and could materially adversely affect our future liquidity.
Current report
Critical Accounting Estimates
Current report
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.
Removed paragraphs (24)
Previous report
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 evaluates and reports on the business using three segments: Lighting Segment, Maintenance Segment and Electric Vehicle Charging Segment (“EV Segment”).
Previous report
General and Administrative. General and administrative expenses decreased 21.4%, or $1.1 million, in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. This comparative decrease was primarily due to a decrease in Voltrek acquisition earn out expense to $0.5 million in the third quarter of fiscal 2025 compared to $1.1 million in the third quarter of fiscal 2024, along with decreased wages and benefits as a result of the restructuring that took place in fiscal 2025.
Previous report
Sales and Marketing. Sales and marketing expenses decreased 9.8%, or $0.3 million, in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. This comparative decrease was primarily due to the lower volume of product sales resulting in lower commission expense.
Previous report
Lighting segment revenue in the third quarter of fiscal 2025 decreased by 28.7%, or $5.3 million, compared to the third quarter of fiscal 2024. The decrease in lighting segment revenue was primarily due to United States Department of Defense project in Germany boosting the third quarter fiscal 2024 revenue. The project concluded in the second quarter of fiscal 2025. The decrease in operating income in this segment was a result of decreased production volume which was partially offset by increased volumes from sourced goods.
Previous report
Electric Vehicle Charging Segment
Previous report
Results of Operations - Nine Months Ended December 31, 2024 versus Nine Months Ended December 31, 2023
Previous report
Revenue, Cost of Revenue and Gross Margin. Product revenue decreased 14.7%, or $6.8 million, for the first nine months of fiscal 2025 versus the first nine months of fiscal 2024. Service revenue increased 8.4%, or $1.5 million, for the first nine months of fiscal 2025 versus the first nine months of fiscal 2024. Total revenue decreased due to revenue declines in both the lighting and maintenance segments as a result of decreased volumes, which was partially offset due to a revenue increase in the EV segment, due to increased sales to municipalities. Cost of product revenue decreased by 19.4%, or $6.4 million, in the first nine months of fiscal 2025 versus the comparable period in fiscal 2024. Cost of service revenue increased by 4.4%, or $0.7 million, in the first nine months of fiscal 2025 versus the comparable period in fiscal 2024. Gross margin increased from 22.0% of revenue in the first nine months of fiscal 2024 to 24.6% in the first nine months of fiscal 2025, due primarily to increased margins within the lighting and maintenance segments.
Previous report
Operating Expenses
Previous report
Acquisition Related Costs. There were no acquisition related costs in the first nine months of fiscal 2025 in comparison to the $0.1 million in the first nine months of fiscal 2024.
Previous report
Research and Development. Research and development expenses decreased 30.6%, or $0.4 million, in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. This comparative decrease was primarily due to the reduction of employee compensation costs.
Previous report
Interest Expense. Interest expenses increased 42.6%, or $0.2 million, in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. This comparative increase was primarily due to the interest on outstanding borrowings and a higher incremental borrowing rate.
Previous report
Lighting Division
Previous report
The following table summarizes our lighting division operating results (dollars in thousands):
Previous report
Maintenance Division
Previous report
The following table summarizes our maintenance division operating results (dollars in thousands):
Previous report
Maintenance division revenue in the first nine months of fiscal 2025 decreased by 7.9%, or $1.0 million, compared to the first nine months of fiscal 2024, primarily due to the loss of three large customers who decided not to renew their contracts, due to our decision to substantially increase service pricing, partially offset by increased work orders from our major customer. Operating loss in this segment decreased as a result of an increase in gross margin primarily due to a more favorable revenue mix.
Previous report
Electric Vehicle Charging Division
Previous report
EV segment revenue in the first nine months of fiscal 2025 increased by 48.0%, or $3.6 million, compared to the first nine months of fiscal 2024, primarily due to strong revenue volumes to municipalities in the first two quarters of fiscal 2025. Operating loss in this segment decreased primarily as a result of the Voltrek acquisition earn-out expense decreasing in fiscal 2025 compared to 2024 along with the significant increase in revenue allowing for greater absorption of fixed costs.
Previous report
Cash used in financing activities of $8 thousand in the first nine months of fiscal 2024 consisted primarily of payment of long-term debt.
Previous report
The credit agreement also contains customary events of default and other covenants, including certain restrictions on our ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on our stock, redeem, retire or purchase shares of our 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 we become 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.
Previous report
Effective April 22, 2024, we, along with our lender, executed Amendment No. 2 (“Amendment No. 2”) to the credit agreement. The primary purpose of Amendment No. 2 was to add a $3.525 million mortgage loan facility to the credit agreement secured by our office headquarters property in Manitowoc, Wisconsin. Amendment No. 2 also broadened the definition of receivables to encompass government receivables as being eligible to be included in our borrowing base calculation for the purpose of establishing our monthly borrowing availability under the credit agreement. Quarterly installments of $88,125 are due on the first day of each fiscal quarter beginning October 1, 2024.
Previous report
Effective October 30, 2024, we and our lender, executed Amendment No. 3 ("Amendment No. 3") to our 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.
Previous report
Critical Accounting Policies and Estimates
Previous report
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires us to make certain estimates and judgments that affect our reported assets, liabilities, revenue and expenses, and our related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an ongoing basis, including those related to revenue recognition, inventory valuation, stock-based compensation and income taxes. The estimates of forecasted cash flows are used in the assessment for impairment of long-lived assets and the realizability of deferred tax assets. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. A summary of our critical accounting policies is set forth in the “Critical Accounting Policies and Estimates” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended March 31, 2024. For the quarter ended December 31, 2024, there were no material changes in our accounting policies.
Reworded paragraphs (25)
Previous wording
We provide state-of-the-art light emitting diode (“LED”) lighting systems, wireless Internet of Things (“IoT”) enabled control solutions, commercial and industrial electric vehicle (“EV”) charging infrastructure solutions, and lighting and electrical maintenance services. We help our customers achieve their sustainability, energy savings and carbon footprint reduction goals through innovative technology and exceptional service. We sell our products and services into many vertical markets within the broader commercial and industrial market segment. Primary verticals include: big box retail, manufacturing, warehousing/logistics, commercial office, federal and municipal government, healthcare and schools. Our services consist of turnkey installation (lighting and EV) and system maintenance. Virtually all of our sales occur within North America or for the US Department of Defense's military bases operating in foreign countries.
Current wording
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.
Previous wording
Our lighting products consist primarily of LED lighting fixtures, many of which include sourced IoT enabled control systems. Our principal lighting customers include large national account end-users, federal and state government facilities, large regional account end-users, electrical distributors, electrical contractors and energy service companies (“ESCOs”). Currently, most of our 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.
Current wording
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.
Previous wording
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 and commissioning. 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 was intended to further expand our maintenance services capabilities. We subsequently dissolved the Stay-Lite business and merged the net assets into Orion effective October 11, 2024. On October 5, 2022, we acquired Voltrek, which was intended to leverage our project management and maintenance expertise into the rapidly growing EV sector.
Current wording
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.
Previous wording
Our lighting products consist primarily of LED lighting fixtures, many of which include IoT enabled control systems provided by third parties. We believe the market for LED lighting products 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 by other lighting technologies.
Current wording
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 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.
Previous wording
We generally do not have long-term contracts with our customers for product or turnkey services that provide us with recurring annual revenue. However, our maintenance services contracts usually consist of multi-year arrangements. We typically generate substantially all of our lighting revenue from sales of lighting 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.
Current wording
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.
Previous wording
We typically sell our lighting systems in replacement of our customers’ existing lighting fixtures. We call this replacement process a "retrofit". We frequently sell our products and services directly to our customers and in many cases we provide design and installation services as well as project management services. We also sell our lighting systems on a wholesale basis, principally to electrical distributors, electrical contractors and ESCOs which then resell to their own customers.
Current wording
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.
Previous wording
The gross margins of our products can vary significantly depending upon the types of products we sell, with gross margins typically ranging from 10% to 50%. As a result, a change in the total mix of our product sales among higher or lower gross margin products can cause our profitability to fluctuate from period to period.
Current wording
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.
Previous wording
Revenue, Cost of Revenue and Gross Margin. Product revenue decreased 15.9%, or $2.7 million, for the third quarter of fiscal 2025 versus the third quarter of fiscal 2024. Service revenue decreased 41.1%, or $3.7 million, for the third quarter of fiscal 2025 versus the third quarter of fiscal 2024. The resulting decrease in total revenue was due to decreased revenues in all three segments because of lower volume. Cost of product revenue decreased by 24.0%, or $3.0 million, in the third quarter of fiscal 2025 versus the comparable period in fiscal 2024. Cost of service revenue decreased by 38.6%, or $2.8 million, in the third quarter of fiscal 2025 versus the comparable period in fiscal 2024. Gross margin increased from 24.5% of revenue in the third quarter of fiscal 2024 to 29.4% in the third quarter of fiscal 2025, due primarily to increased margins in the lighting and maintenance segments.
Current wording
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 5.8%, or $0.7 million, for the first quarter of fiscal 2026 versus the first quarter of fiscal 2025. Service revenue decreased 15.1%, or $1.1 million, for the first quarter of fiscal 2026 versus the first quarter of fiscal 2025. The resulting decrease in total revenue was due to decreased revenue in the EV segment because of lower volume. Cost of product revenue increased by 3.3%, or $0.3 million, in the first quarter of fiscal 2026 versus the comparable period in fiscal 2025. Cost of service revenue decreased by 31.3%, or $2.2 million, in the first quarter of fiscal 2026 versus the comparable period in fiscal 2025, primarily due to lower volume and the restructuring efforts made in fiscal 2025. Gross margin increased from 21.6% of revenue in the first quarter of fiscal 2025 to 30.1% in the first quarter of fiscal 2026, due primarily to increased margins in all three segments.
Previous wording
General and Administrative. General and administrative expenses decreased 17.3%, or $2.7 million, in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. This comparative decrease was primarily due to the decreased accrual of the expected Voltrek acquisition earn-out payment, along with decreased wages and benefits as a result of the restructuring that took place in fiscal 2025.
Current wording
General and Administrative. General and administrative expenses decreased 5.3%, or $0.2 million, in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. This comparative decrease was primarily due to decreased wages and benefits as a result of the restructuring that took place in fiscal 2025, which was partially offset by a one-time sign on bonus related to the hiring of Orion's new CEO.
Previous wording
Sales and Marketing. Sales and marketing expenses decreased 11.6%, or $1.1 million, in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. This comparative decrease was primarily due to the lower volume of product sales resulting in lower commission expense, along with decreased wages and benefits as a result of the restructuring that took place in fiscal 2025 .
Current wording
Sales and Marketing. Sales and marketing expenses decreased 17.7%, or $0.5 million, in the first quarter of fiscal 2026 compared to the first 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.
Previous wording
Research and Development. Research and development expenses decreased 17.8%, or $0.1 million, in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024.
Current wording
Research and Development. Research and development expenses decreased 21.2%, or $0.1 million, in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.
Previous wording
Lighting division revenue in the first nine months of fiscal 2025 decreased by 17.7%, or $7.9 million, compared to the first nine months of fiscal 2024. The decrease in lighting segment revenue was due to variability in the timing of larger lighting projects along with the completion of the United States Department of Defense project in Germany in the second quarter of fiscal 2025. The increase in operating loss in this segment was a result of decreased production volume which was partially offset by increased volumes from sourced goods.
Current wording
Lighting segment revenue in the first quarter of fiscal 2026 increased by 1.0%, or $0.1 million, compared to the first quarter of fiscal 2025. The increase in operating income in this segment was a result of increased production volume along with increased volumes from sourced goods, along with a decrease in cost of sales.
Previous wording
Maintenance segment revenue in the third quarter of fiscal 2025 decreased by 14.8%, or $0.7 million, compared to the third quarter of fiscal 2024 primarily due to decreased work orders from our major customer. Operating income in this segment increased as a result of an increase in gross margins driven by a more favorable revenue mix.
Current wording
Maintenance segment revenue in the first quarter of fiscal 2026 increased by 20.2%, or $0.7 million, compared to the first 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 along with a decrease in operating expenses as a result of restructuring efforts in fiscal 2025.
Previous wording
EV segment revenue in the third quarter of fiscal 2025 decreased by 13.2%, or $0.4 million, compared to the third quarter of fiscal 2024. The decrease in revenue compared to the third quarter of fiscal 2024 was due to a lower revenue volume to municipalities. Operating loss decreased $0.3 million in the third quarter of fiscal 2025 due to increased margins from a more favorable sales mix.
Current wording
EV segment revenue in the first quarter of fiscal 2026 decreased by 29.6%, or $1.1 million, compared to the first quarter of fiscal 2025. The decrease in revenue compared to the first quarter of fiscal 2025 was due to a lower revenue volume to municipalities. Operating loss increased $0.1 million in the first quarter of fiscal 2026 due to the decreased revenues mentioned above.
Previous wording
We had approximately $7.5 million in cash and cash equivalents as of December 31, 2024, compared to $5.2 million at March 31, 2024. Our cash position increased as a result of the proceeds of our $3.525 million mortgage loan, which closed in the second quarter of fiscal 2025, along with strong cash receipts in the third quarter, which were partially offset by an operating loss along with $2.5 million repayment of debt during the third quarter of fiscal 2025.
Current wording
We had approximately $3.6 million in cash and cash equivalents as of June 30, 2025, compared to $6.0 million at March 31, 2025. Our cash position decreased as a result of an operating loss along with a $1.8 million repayment of debt in the first quarter of fiscal 2026.
Previous wording
The following table summarizes our cash flows for the nine months ended December 31, 2024 and 2023 (in thousands):
Current wording
The following table summarizes our cash flows for the three months ended June 30, 2025 and 2024 (in thousands):
Previous wording
Cash used in operating activities for the first nine months of fiscal 2024 was $10.3 million and consisted of our net loss of $13.3 million adjusted for non-cash expense items and net cash used in changes in operating assets of $3.0 million, the largest of which was a benefit from a $5.5 million accounts payable.
Current wording
Cash used in operating activities for the first three months of fiscal 2026 was $0.5 million and consisted of our net loss of $1.2 million adjusted for non-cash expense items and net cash provided in changes in operating assets of $0.7 million, the largest of which were inventories, depreciation, amortization, and prepaids, totaling $1.8 million, partially offset by a decrease in accounts payable and an increase in accounts receivable.
Previous wording
Cash provided by operating activities for the first nine months of fiscal 2025 was $1.3 million and consisted of our net loss of $8.9 million adjusted for non-cash expense items and net cash provided in changes in operating assets of $10.2 million, the largest of which were accounts receivable, revenue earned but not billed, and inventories totaling $8.5 million. These increases were partially offset by a $4.9 million decrease in accounts payable.
Current wording
Cash used in operating activities for the first three months of fiscal 2025 was $3.0 million and consisted of our net loss of $3.8 million adjusted for non-cash expense items and net cash provided by changes in operating assets of $0.6 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.
Previous wording
Cash Flows Related to Investing Activities. Cash provided by investing activities of $134 thousand in the first nine months of fiscal 2025 consisted primarily of sales of property and equipment.
Current wording
Cash Flows Related to Investing Activities. Cash used in investing activities of $55 thousand in the first three months of fiscal 2026 consisted primarily of purchases of property and equipment.
Previous wording
Cash used in investing activities of $0.8 million in the first nine months of fiscal 2024 consisted primarily of purchases of property and equipment, partially offset by proceeds from the sale of property and equipment.
Current wording
Cash used in investing activities of $24 thousand in the first three months of fiscal 2025 consisted primarily of purchases of property and equipment, net of proceeds.
Previous wording
Cash Flows Related to Financing Activities. Cash provided by financing activities of $910 thousand in the first nine months of fiscal 2025 was primarily due to the mortgage term loan discussed in Note 12 above, which was partially offset by payments on our revolving credit facility and long-term debt.
Current wording
Cash provided by financing activities of $3.5 million in the first quarter of fiscal 2025 was primarily due to the term loan discussed in Note 12 above, which was partially offset by payments on long-term debt.
Previous wording
Our net working capital as of December 31, 2024 was $10.5 million, consisting of $37.1 million in current assets and $26.6 million in current liabilities. Our net working capital as of March 31, 2024 was $16.7 million, consisting of $44.8 million in current assets and $28.1 million in current liabilities.
Current wording
Our net working capital as of June 30, 2025 was $6.1 million, consisting of $32.7 million in current assets and $26.6 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.
Previous wording
Our credit agreement provides for a five-year $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 December 31, 2024, the borrowing base supported approximately $15.6 million of availability under the Credit Facility, with $7.5 million drawn against that availability. As of December 31, 2023, the borrowing base supported approximately $22.5 million of availability under the Credit Facility, with $10.0 million drawn against that availability.
Current wording
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 June 30, 2025, the borrowing base supported approximately $11.5 million of availability under the Credit Facility, with $5.3 million drawn against that availability. As of June 30, 2024, the borrowing base supported approximately $18.3 million of availability under the Credit Facility, with $10.0 million drawn against that availability.
Previous wording
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 the greater of $3.0 million or 15% of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required.
Current wording
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.
Previous wording
Backlog represents the amount of revenue that we expect to realize in the future as a result of firm, committed purchase orders. Backlog totaled $14.4 million and $22.0 million as of December 31, 2024 and March 31, 2024, respectively. We generally expect our backlog to be recognized as revenue within one year. Backlog does not include any amounts for contracted maintenance services.
Current wording
Backlog represents the amount of revenue that we expect to realize in the future as a result of firm, committed purchase orders. Backlog totaled $19.0 million and $17.3 million as of June 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Cash Flows Related to Financing Activities. Cash used in financing activities of $1.8 million in the first three months of fiscal 2026 was primarily due to payments on our revolving credit facility and long-term debt.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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):
Previous report — wording carried elsewhere
The following table summarizes our EV segment operations results (dollars in thousands):