ORION ENERGY SYSTEMS, INC.
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
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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.
Dec 31, 2025 · Filed Feb 5, 2026
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 2025-09-30; filed 2025-11-05.
0001193125-25-266990
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0001193125-26-039420
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 93 previous paragraphs and 94 current paragraphs.
52 unchanged; 33 reworded; 9 added; 4 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 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 (9)
Current report
Voltrek Earnout
Current report
Significant New Exterior Lighting Project
Current report
We have been awarded a new large-scale LED exterior lighting project with a leading international retail chain, anticipated to generate approximately $14 million to $15 million of revenue. The large-scale project is expected to begin in our fourth quarter of fiscal 2026, with the majority of the project expected to be completed by the end of July 2026. This new order follows our October 31, 2025 announcement of a three-year renewal of a major LED lighting maintenance contract for this customer, with the renewal having an estimated total revenue potential of between $42 million to $45 million. We will continue to maintain LED lighting systems for more than 2,000 stores operated by this retailer. There is an additional potential for significant expansion of this customer relationship in our fiscal 2027.
Current report
Ongoing Cost Cutting Initiatives
Current report
Over the past two fiscal years, we have been successful in reducing our annual operating expenses by approximately $6.5 million. This cost cutting and overhead reduction initiative has resulted in improved gross margins and profitability.
Current report
Public Stock Offering
Current report
On February 2, 2026, we issued 500,000 shares of our common stock at a price to the public of $14.00 per share pursuant to a firmly underwritten public offering. Net proceeds form the offering of approximately $6.4 million will be used to reduce amounts outstanding under our credit agreement, with the remainder to be used for working capital and general corporate purposes.
Current report
Results of Operations - Nine Months Ended December 31, 2025 versus Nine Months Ended December 31, 2024
Current report
On February 2, 2026, we issued 500,000 shares of our common stock at a price to the public of $14.00 per share pursuant to a firmly underwritten public offering. Net proceeds from the offering of approximately $6.4 million will be used to reduce amounts outstanding under our credit agreement, with the remainder to be used for working capital and general corporate purposes.
Removed paragraphs (4)
Previous report
Finalization of Voltrek Earnout
Previous report
Replacing Reduced Revenue from Primary Customer
Previous report
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.
Previous report
Results of Operations - Six Months Ended September 30, 2025 versus Six Months Ended September 30, 2024
Reworded paragraphs (33)
Previous wording
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.
Current wording
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. The related estimated liability of approximately $1.4 million of such remaining earnout is recorded as subordinated debt.
Previous wording
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
Current wording
Effective on June 23, 2025, we entered into the Term Sheet with respect to our remaining earnout obligations owed to the prior owner of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, we paid the prior owner of Voltrek $500,000, and on September 2, 2025 we paid an additional $375,000, in full and final payment of our fiscal 2024 Voltrek Acquisition earnout obligations. Additionally, pursuant to the Term Sheet, on July 16, 2025, we issued $1.0 million of our common stock, constituting 164,908 shares, to the prior owner of Voltrek in partial payment of our fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earnout obligations. We agreed with the prior owner of Voltrek to pay the remainder of the finally determined remaining amount of our fiscal 2025 earnout obligations ("Remaining Earnout Amount") pursuant to the Subordinated Loan Agreement (as defined below). In addition, we and the prior owner of Voltrek agreed to submit the final determination of the Remaining Earnout Amount to binding arbitration.
Previous wording
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.
Current wording
Pursuant to the Term Sheet, on September 30, 2025, we and the prior owner of Voltrek, entered into the Subordinated Loan Agreement ("Subordinated Loan Agreement"), pursuant to which the prior owner of Voltrek agreed to defer our payment of the Remaining Earnout Amount pursuant to the terms of the Subordinated Loan Agreement and related Senior Subordinated Note. We agreed to pay monthly principal payments to the prior owner of Voltrek 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. We also agreed to pay interest monthly to the prior owner of Voltrek 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. We have the right to pay up to 20% of the remaining principal on the Senior Subordinated Note on the maturity date in shares of our common stock.
Previous wording
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.
Current wording
In connection with our entry into the Subordinated Loan Agreement, on September 30, 2025, we and Bank of America entered into an amendment to our credit agreement, pursuant to which Bank of America consented to the subordinated liens granted by us in favor of the prior owner of Voltrek and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement, subject to: (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.
Previous wording
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.
Current wording
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 2.3%, or $0.3 million, for the third quarter of fiscal 2026 versus the third quarter of fiscal 2025. Service revenue increased 22.3%, or $1.2 million, for the third quarter of fiscal 2026 versus the third quarter of fiscal 2025. The resulting increase in total revenue was due to increased revenue in the EV segment due to higher volume. Cost of product revenue increased by 4.6%, or $0.4 million, in the third quarter of fiscal 2026 versus the comparable period in fiscal 2025. Cost of service revenue increased by 7.1%, or $0.3 million, in the third quarter of fiscal 2026 versus the comparable period in fiscal 2025. Gross margin increased from 29.4% of revenue in the third quarter of fiscal 2025 to 30.9% of revenue in the third quarter of fiscal 2026, due primarily to increases in the EV and maintenance segments.
Previous wording
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.
Current wording
General and Administrative. General and administrative expenses decreased 12.2%, or $0.5 million, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. This comparative decrease was primarily due to no Voltrek earnout expense being recognized in fiscal 2026 (fiscal 2025 was the final year for the Voltrek earnout), along with decreased depreciation and amortization and decreased wages and benefits as a result of the restructuring that took place in fiscal 2025. These decreases were partially offset by increased legal fees for multiple initiatives in the current year along with increased consulting fees as a result of the ERP system implementation.
Previous wording
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.
Current wording
Sales and Marketing. Sales and marketing expenses decreased 12.6%, or $0.4 million, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. This comparative decrease was primarily due to the decreased wages and benefits resulting from the restructuring that took place in fiscal 2025, which was partially offset by increased commissions.
Previous wording
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.
Current wording
Research and Development. Research and development expenses decreased 17.4%, or $0.1 million, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025.
Previous wording
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.
Current wording
Lighting segment revenue in the third quarter of fiscal 2026 decreased by 8.6%, or $1.1 million, compared to the third quarter of fiscal 2025. The decrease was primarily related to lower turnkey projects. The change from operating income to operating loss in this segment was primarily due to the reduction in revenue.
Previous wording
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.
Current wording
Maintenance segment revenue in the third quarter of fiscal 2026 increased by 11.0%, or $0.4 million, compared to the third 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.
Previous wording
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.
Current wording
EV segment revenue in the third quarter of fiscal 2026 increased by 90.6%, or $2.2 million, compared to the third quarter of fiscal 2025. The increase in revenue was primarily due to increased projects from a major customer. Operating income increased $1.9 million in the third quarter of fiscal 2026 due to increased project margins along with increased revenues.
Previous wording
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.
Current wording
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 3.9%, or $1.5 million, for the first nine months of fiscal 2026 versus the first nine months of fiscal 2025. Service revenue increased 1.1%, or $0.2 million, for the first nine months of fiscal 2026 versus the first nine months of fiscal 2025. The resulting increase in total revenue was due to increased revenue in the maintenance and EV segments, which was partially offset by a decrease in revenue in the lighting segment. Cost of product revenue decreased by 2.1%, or $0.6 million, in the first nine months of fiscal 2026 versus the comparable period in fiscal 2025. Cost of service revenue decreased by 16.7%, or $2.9 million, in the first nine 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 24.6% of revenue in the first nine months of fiscal 2025 to 30.7% in the first nine months of fiscal 2026, due primarily to increased margins in the EV and maintenance segments.
Previous wording
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.
Current wording
General and Administrative. General and administrative expenses decreased 11.4%, or $1.5 million, in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025. This comparative decrease was primarily due to savings of $1.4 million due to no Voltrek earnout expense being recognized in fiscal 2026 (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 increases in investor relations and legal fees related to the reverse stock split.
Previous wording
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.
Current wording
Sales and Marketing. Sales and marketing expenses decreased 15.7%, or $1.4 million, in the first nine months of fiscal 2026 compared to the first nine months 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, along with reversals of bad debt due to payments coming in on previously written off receivables.
Previous wording
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.
Current wording
Research and Development. Research and development expenses decreased 19.5%, or $0.2 million, in the first nine months of fiscal 2026 compared to the third quarter of fiscal 2025.
Previous wording
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.
Current wording
Lighting segment revenue in the first nine months of fiscal 2026 decreased by 3.2%, or $1.2 million, compared to the first nine months of fiscal 2025. The decrease was primarily related to lower turnkey projects. The decrease in operating loss in this segment was a result of a decrease in cost of sales along with lower operating expenses.
Previous wording
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.
Current wording
Maintenance segment revenue in the first nine months of fiscal 2026 increased by 16.3%, or $1.8 million, compared to the first nine 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.
Previous wording
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.
Current wording
EV segment revenue in the first nine months of fiscal 2026 increased by 10.2%, or $1.1 million, compared to the first nine months of fiscal 2025. The increase in revenue was primarily due to increased projects from a major customer. Operating income increased $3.5 million in the first nine months of fiscal 2026 due to increased project margins along with lower operating expenses.
Previous wording
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.
Current wording
We had approximately $4.7 million in cash and cash equivalents as of December 31, 2025, compared to $6.0 million at March 31, 2025. Our cash position decreased primarily as a result of a $1.3 million repayment of debt in the first nine months of fiscal 2026.
Previous wording
The following table summarizes our cash flows for the six months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our cash flows for the nine months ended December 31, 2025 and 2024 (in thousands):
Previous wording
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.
Current wording
Cash Flows Related to Operating Activities. Cash provided by operating activities for the first nine months of fiscal 2026 was $0.4 million and consisted of our net loss of $1.7 million adjusted for non-cash expense items and net cash provided in changes in operating assets of $2.1 million, the largest of which were inventories, net, accounts payable, and prepaid expenses, which were partially offset by a decrease in accrued expenses and other.
Previous wording
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.
Current 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.
Previous wording
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.
Current wording
Cash Flows Related to Investing Activities. Cash used in investing activities of $0.1 million in the first nine months of fiscal 2026 consisted primarily of purchases of property and equipment, mostly related to our Enterprise Resource Planning ("ERP") system implementation.
Previous wording
Cash provided by investing activities of $155 thousand in the first six months of fiscal 2025 consisted primarily of sales of property and equipment.
Current wording
Cash provided by investing activities of $134 thousand in the first nine months of fiscal 2025 consisted primarily of sales of property and equipment.
Previous wording
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.
Current wording
Cash Flows Related to Financing Activities. Cash used in financing activities of $1.6 million in the first nine months of fiscal 2026 was primarily due to payments on our revolving credit facility along with costs incurred related to the issuance of subordinated debt.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
Our net working capital as of December 31, 2025 was $8.6 million, consisting of $32.8 million in current assets and $24.2 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 $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.
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 December 31, 2025, the borrowing base supported approximately $12.9 million of availability under the Credit Facility, with $5.8 million drawn against that availability. 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.
Previous wording
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.
Current wording
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. The related estimated liability of approximately $1.4 million of such remaining earnout is recorded as subordinated debt.
Previous wording
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.
Current wording
Effective on June 23, 2025, the Company entered into a binding term sheet, as subsequently amended (the "Term Sheet"), pursuant to which we agreed with the prior owner of Voltrek to pay the remainder of the finally determined Remaining Earnout Amount pursuant to the Subordinated Loan Agreement. In addition, the we and the prior owner of Voltrek agreed to submit the final determination of the Remaining Earnout Amount to binding arbitration.
Previous wording
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.
Current wording
Pursuant to the Term Sheet, on September 30, 2025, we and the prior owner of Voltrek entered into the Subordinated Loan Agreement, pursuant to which the prior owner of Voltrek agreed to defer our payment of the Remaining Earnout Amount pursuant to the terms of the Subordinated Loan Agreement and related Senior Subordinated Note. We agreed to pay monthly principal payments to the prior owner of Voltrek 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. We also agreed to pay interest monthly to the prior owner of Voltrek 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. We have the right to pay up to 20% of the remaining principal on the Senior Subordinated Note on the maturity date in shares of our common stock.
Previous wording
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. .
Current wording
In connection with the our entry into the Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, on September 30, 2025, we and Bank of America entered into an amendment to our credit agreement, pursuant to which Bank of America consented to the subordinated liens granted by us in favor of the prior owner of Voltrek and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement, subject to: (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.
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 $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.
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 $20.1 million and $17.3 million as of December 31, 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 previous paragraphs (4)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Our EV segment offers leading electric vehicle charging expertise and provides EV turnkey installation solutions with ongoing support to all commercial verticals.