ORION ENERGY SYSTEMS, INC.
For the period ended Jun 30, 2026. Filed Aug 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.
Jun 30, 2026 · Filed Aug 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 2025-12-31; filed 2026-02-05.
0001193125-26-039420
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-335206
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 94 previous paragraphs and 60 current paragraphs.
29 unchanged; 25 reworded; 6 added; 35 removed; 5 previous and 0 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 (6)
Current report
General and Administrative. General and administrative expenses decreased 13.9%, or $0.6 million, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. This comparative decrease was primarily due to reductions in compensation costs.
Current report
Lighting Segment
Current report
Maintenance Segment
Current report
EV Segment
Current report
We had approximately $5.2 million in cash and cash equivalents as of June 30, 2026, compared to $3.3 million at March 31, 2026. Our cash position increased primarily as a result of our net income position, which was partially offset by operating activities, along with additional proceeds related to our most recent credit amendment.
Current report
Cash Flows Related to Financing Activities. Cash provided by financing activities of $0.6 million in the first three months of fiscal 2027 was primarily due to additional proceeds from our mortgage term loan, partially offset by our quarterly payment of long-term debt.
Removed paragraphs (35)
Previous report
Recent Developments
Previous report
Reverse Stock Split
Previous report
On August 22, 2025, Orion enacted a 1-for-10 reverse stock split on all common stock in order to remain compliant with the Minimum Bid Price Rule required by Nasdaq. By regaining compliance with the Minimum Bid Price Rule, the Company will continue to be listed on the Nasdaq Capital Market.
Previous report
Voltrek Earnout
Previous 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. 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 report
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 report
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 report
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 report
The final Remaining Earnout Amount determined to be owed by us could be in excess of our current accrued liability for such Remaining Earnout Amount and could materially adversely affect our future liquidity.
Previous report
Significant New Exterior Lighting Project
Previous 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.
Previous report
Ongoing Cost Cutting Initiatives
Previous 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.
Previous report
Public Stock Offering
Previous 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.
Previous report
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 report
Results of Operations - Nine Months Ended December 31, 2025 versus Nine Months Ended December 31, 2024
Previous report
Operating Expenses
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Voltrek Earnout and Subordinated Debt
Previous 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. 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 report
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 report
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 report
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 report
The final Remaining Earnout Amount determined to be owed by us could be in excess of our current accrued liability for such Remaining Earnout Amount and could materially adversely affect our future liquidity.
Previous 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.
Previous report
Off-Balance Sheet Arrangements
Previous report
We have no off-balance sheet arrangements.
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, 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.
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, data centers, area lighting, roadway and 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 or for the US Department of Defense's military bases operating in foreign countries.
Previous 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.
Current wording
Our lighting products consist primarily of LED lighting fixtures, many of which include 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 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. 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.
Current wording
We differentiate ourselves from our competitors by offering comprehensive 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 offer lighting and electrical maintenance services which enables us to support a lifetime business relationship with our customer (which we call “Customers for Life”). We completed the acquisition of Voltrek LLC on October 5, 2022, which further expanded our turnkey services capabilities as well as capitalized on the rapidly growing market for EV charging solutions. We completed the Stay-Lite Lighting acquisition on January 1, 2022, which further expanded our maintenance services capabilities.
Previous 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.
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 our LED lighting systems can address opportunities for retrofit applications that cannot be satisfied by other lighting technologies. Our LED lighting 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 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 wording
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 currently intend to pursue growth organically.
Previous 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.
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 master services or product purchasing agreements with major customers with sales completed on a purchase order basis. In addition, in order to provide quality and timely service under our multi-location master retrofit agreements, we make substantial working capital expenditures and advance inventory purchases that we intend to recover through the completion of these or similar projects.
Previous 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.
Current wording
We typically sell our lighting systems in replacement of our customers’ existing 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
Our fiscal year ends on March 31. We refer to our current fiscal year which ends on March 31, 2026 as "fiscal 2026". We refer to our most recently completed fiscal year, which ended on March 31, 2025, as “fiscal 2025”, and our prior fiscal year which ended on March 31, 2024 as "fiscal 2024". Our fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter ends on September 30, our fiscal third quarter ends on December 31, and our fiscal fourth quarter ends on March 31.
Current wording
Our fiscal year ends on March 31. We refer to our current fiscal year, which ends on March 31, 2027, as "fiscal 2027", our most recently completed fiscal year, which ended on March 31, 2026, as "fiscal 2026", and our prior fiscal year which ended on March 31, 2025, as "fiscal 2025". Our fiscal first quarter of each fiscal year ends on June 30, our fiscal second quarter of each fiscal year ends on September 30, our fiscal third quarter of each fiscal year ends on December 31 and our fiscal fourth quarter of each fiscal year ends on March 31.
Previous 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.
Current wording
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 5.2%, or $0.7 million, for the first quarter of fiscal 2027 versus the first quarter of fiscal 2026. Service revenue increased 90.1%, or $5.5 million, for the first quarter of fiscal 2027 versus the first quarter of fiscal 2026. The resulting increase in total revenue was due to increased revenue in all three segments due to higher volume. Cost of product revenue decreased by 1.7%, or $0.2 million, in the first quarter of fiscal 2027 versus the comparable period in fiscal 2026. Cost of service revenue increased by 68.3%, or $3.3 million, in the first quarter of fiscal 2027 versus the comparable period in fiscal 2026. Gross margin increased from 30.1% of revenue in the first quarter of fiscal 2026 to 34.6% of revenue in the first quarter of fiscal 2027, due primarily to increases in the lighting and maintenance segments.
Previous 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.
Current wording
Sales and Marketing. Sales and marketing expenses increased 17.5%, or $0.4 million, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. This comparative increase was primarily due to increased commissions expense.
Previous 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.
Current wording
Research and Development. Research and development expenses increased 28.8%, or $0.1 million, in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026.
Previous 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.
Current wording
Lighting segment revenue in the first quarter of fiscal 2027 increased by 37.2%, or $4.8 million, compared to the first quarter of fiscal 2026. The increase was primarily related to additional turnkey projects. The increase in operating income in this segment was primarily due to the increase in revenue.
Previous 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.
Current wording
Maintenance segment revenue in the first quarter of fiscal 2027 increased by 2.5%, or $0.1 million, compared to the first quarter of fiscal 2026 primarily due to increased work orders from our major customer. Operating income in this segment increased as a result of an increase in profit margins.
Previous 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.
Current wording
EV segment revenue in the first quarter of fiscal 2027 increased by 47.6%, or $1.3 million, compared to the first quarter of fiscal 2026. The increase in revenue was primarily due to increased projects from a major customer. Operating income increased $0.5 million in the first quarter of fiscal 2027 due to increased revenues.
Previous wording
Our future liquidity needs and forecasted cash flows are dependent upon many factors, including our relative revenue, gross margins, cash management practices, cost containment, working capital management and capital expenditures, as well as the final determination of the Remaining Earnout Amount. While we believe that we will likely have adequate available cash and equivalents and credit availability under our credit agreement to satisfy our currently anticipated working capital and liquidity requirements for at least the next 12 months based on our current cash flow forecast, if we experience significant liquidity constraints, we may be required to issue equity or debt securities, reduce our sales efforts, implement additional cost savings initiatives or undertake other efforts to conserve our cash.
Current wording
Our future liquidity needs and forecasted cash flows are dependent upon many factors, including our relative revenue, gross margins, cash management practices, cost containment, and working capital management and capital expenditures. While we believe that we will likely have adequate available cash and equivalents and credit availability under our credit agreement to satisfy our currently anticipated working capital and liquidity requirements for at least the next 12 months based on our current cash flow forecast, if we experience significant liquidity constraints, we may be required to issue equity or debt securities, reduce our sales efforts, implement additional cost savings initiatives or undertake other efforts to conserve our cash.
Previous wording
The following table summarizes our cash flows for the nine months ended December 31, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our cash flows for the three months ended June 30, 2026 and 2025 (in thousands):
Previous 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.
Current wording
Cash Flows Related to Operating Activities. Cash provided by operating activities for the first three months of fiscal 2027 was $1.4 million and consisted of our net income of $2.0 million adjusted for non-cash expense items and net cash used in changes in operating assets of $0.6 million, the largest of which were revenue earned but not billed, accrued expenses and prepaid expenses, which were partially offset by a decrease 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 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 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.
Current wording
Cash Flows Related to Investing Activities. Cash used in investing activities was relatively flat in the first three months of fiscal 2027 and 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 $134 thousand in the first nine months of fiscal 2025 consisted primarily of sales of property and equipment.
Current wording
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 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 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.
Previous 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.
Current wording
Our net working capital as of June 30, 2026 was $13.7 million, consisting of $39.2 million in current assets and $25.6 million in current liabilities. Our net working capital as of March 31, 2026 was $11.0 million, consisting of $37.7 million in current assets and $26.7 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 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.
Current wording
Our credit agreement provides for a $25.0 million revolving credit facility (the “Credit Facility”) that matures on June 30, 2030. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of June 30, 2026, the borrowing base supported approximately $15.8 million of availability under the Credit Facility, with $3.0 million drawn against that availability. 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.
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 $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.
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 $23.7 million and $30.1 million as of June 30, 2026 and March 31, 2026, respectively. We generally expect our backlog to be recognized as revenue within one year. Backlog does not include any amounts for contracted maintenance services.
Previous wording
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.
Current wording
There have been no material changes to our critical accounting estimates since March 31, 2026. 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Rearranged previous paragraphs (5)
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
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 report — wording carried elsewhere
The following table summarizes our lighting segment operating results (dollars in thousands):
Previous report — wording carried elsewhere
The following table summarizes our maintenance segment operating results (dollars in thousands):
Previous report — wording carried elsewhere
The following table summarizes our EV segment operations results (dollars in thousands):