ORION ENERGY SYSTEMS, INC.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 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 2026-06-30; filed 2026-08-05.
0001193125-26-335206
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449907
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 60 previous paragraphs and 74 current paragraphs.
37 unchanged; 20 reworded; 8 added; 3 removed; 0 previous and 9 current paragraphs rearranged.
Tables are not compared: 5 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 (8)
Current report
NM - Not Material
Current report
Research and Development. Research and development expenses increased 10.4%, or $24 thousand, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026.
Current report
Lighting segment revenue in the second quarter of fiscal 2027 increased by 39.8%, or $4.2 million, compared to the second quarter of fiscal 2026. The increase was primarily related to additional turnkey projects. The change from operating loss to operating income is primarily due to the increased revenue.
Current report
EV segment revenue in the second quarter of fiscal 2027 decreased by 40.8%, or $1.9 million, compared to the second quarter of fiscal 2026. The decrease in revenue was primarily due to a decrease in turnkey projects. Operating income decreased $1.0 million as a result of decreased revenue.
Current report
Results of Operations - Six Months Ended September 30, 2026 versus Six Months Ended September 30, 2025
Current report
Operating Expenses
Current report
General and Administrative. General and administrative expenses decreased 5.8%, or $0.5 million, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. This comparative decrease was primarily due to lower compensation expenses along with a significant decrease in legal and shareholder relations expenses, primarily due to legal and shareholder relations expenses related to the reverse stock split in the first six months of fiscal 2026 that did not recur in the first six months of fiscal 2027. These decreases in fiscal 2027 were partially offset by increases in software and hardware expenses along with consulting expenses.
Current report
EV segment revenue in the first six months of fiscal 2027 decreased by 8.8%, or $0.7 million, compared to the first six months of fiscal 2026. The decrease in revenue was primarily due to a decrease in turnkey projects. Operating income in this segment decreased due to lower revenue along with lower margins compared to fiscal 2026.
Removed paragraphs (3)
Previous report
Lighting Segment
Previous report
Maintenance Segment
Reworded paragraphs (20)
Previous wording
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 wording
General and Administrative. General and administrative expenses increased 3.4%, or $0.1 million, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026.
Previous 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.
Current wording
Sales and Marketing. Sales and marketing expenses increased 16.0%, or $0.4 million, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026. This comparative increase was primarily due to increased commissions expense.
Previous 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.
Current wording
Maintenance segment revenue in the second quarter of fiscal 2027 decreased by 11.7%, or $0.5 million, compared to the second quarter of fiscal 2026 primarily due to decreased work orders from a major customer. Operating income in this segment decreased as a result of decreased revenue.
Previous wording
The following table summarizes our EV segment operations results (dollars in thousands):
Current wording
The following table summarizes our EV segment operating results (dollars in thousands):
Previous 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.
Current wording
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 5.0%, or $1.3 million, for the first six months of fiscal 2027 versus the first six months of fiscal 2026. Service revenue increased 50.4%, or $6.6 million, for the first six months of fiscal 2027 versus the first six months of fiscal 2026. The resulting increase in total revenue was due to an increase in revenue in the lighting segment, partially offset by decreases in revenue in the maintenance and EV segments. Cost of product revenue decreased by 1.1%, or $0.2 million, in the first six months of fiscal 2027 versus the comparable period in fiscal 2026. Cost of service revenue increased by 51.8%, or $5.1 million, in the first six months of fiscal 2027 versus the comparable period in fiscal 2026, primarily due to the increase in service revenue compared to fiscal 2026. Gross margin increased from 30.6% of revenue in the first six months of fiscal 2026 to 31.9% of revenue in the first six months of fiscal 2027, due primarily to increased margins in the lighting and maintenance segments.
Previous 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.
Current wording
Research and Development. Research and development expenses increased 19.1%, or $0.1 million, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026.
Previous 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.
Current wording
Lighting segment revenue in the first six months of fiscal 2027 increased by 38.3%, or $9.0 million, compared to the first six months of fiscal 2026. The increase in revenue was primarily due to increased projects for a major customer. The increase in operating income in this segment was primarily due to increased revenue.
Previous 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.
Current wording
Maintenance segment revenue in the first six months of fiscal 2027 decreased by 5.0%, or $0.4 million, compared to the first six months of fiscal 2026 primarily due to decreased work orders from a major customer. Operating income in this segment increased as a result of increased margins and strong financial discipline.
Previous wording
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 wording
We had approximately $3.7 million in cash and cash equivalents as of September 30, 2026, compared to $3.3 million at March 31, 2026. Our cash position increased primarily as a result of our financing activities which saw an increase in our Credit Facility. The cash provided by financing was partially offset by a used in position in operating activities, which was primarily driven by decreases in accounts payable and accrued expenses, partially offset by decreases in accounts receivable and revenue earned but not billed.
Previous wording
The following table summarizes our cash flows for the three months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table summarizes our cash flows for the six months ended September 30, 2026 and 2025 (in thousands):
Previous 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.
Current wording
Cash Flows Related to Operating Activities. Cash used in operating activities for the first six months of fiscal 2027 was $2.0 million and consisted of our net income of $1.2 million adjusted for non-cash expense items and net cash used in changes in operating assets of $3.2 million, the largest of which was a decrease in accounts payable, partially offset by decrease in accounts receivable and revenue earned but not billed.
Previous 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.
Current wording
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 were increases in accounts receivable, net, prepaid expenses and other current assets, and inventories, net, partially offset by a decrease in accrued expenses and other.
Previous 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.
Current wording
Cash Flows Related to Investing Activities. Cash used in investing activities was $0.1 million in the first six months of fiscal 2027 and consisted primarily of purchases of property and equipment.
Previous 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.
Current wording
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 system implementation.
Previous wording
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.
Current wording
Cash Flows Related to Financing Activities. Cash provided by financing activities of $2.6 million in the first six months of fiscal 2027 was primarily due to additional proceeds from our mortgage term loan along with proceeds from our Credit Facility.
Previous 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.
Current wording
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.
Previous 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.
Current wording
Our net working capital as of September 30, 2026 was $15.4 million, consisting of $35.9 million in current assets and $20.6 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, 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.
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 September 30, 2026, the borrowing base supported approximately $17.5 million of availability under the Credit Facility, with $5.0 million drawn against that availability. 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.
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 $4.0 million 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 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 $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.
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 $20.8 million and $30.1 million as of September 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.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
Revenue, Cost of Revenue and Gross Margin. Product revenue increased 4.7%, or $0.6 million, for the second quarter of fiscal 2027 versus the second quarter of fiscal 2026. Service revenue increased 16.5%, or $1.2 million, for the second quarter of fiscal 2027 versus the second quarter of fiscal 2026. The resulting increase in total revenue was due to an increase in revenue in the lighting segment partially offset by decreases in revenue in the maintenance and EV segments. Cost of product revenue decreased by 0.5%, or $45 thousand, in the second quarter of fiscal 2027 versus the comparable period in fiscal 2026. Cost of service revenue increased by 35.7%, or $1.8 million, in the second quarter of fiscal 2027 versus the comparable period in fiscal 2026, primarily driven by the increased service revenue. Gross margin decreased from 31.0% of revenue in the second quarter of fiscal 2026 to 28.7% of revenue in the second quarter of fiscal 2027, due primarily to decreases in the maintenance and EV segments, partially offset by an increase in the lighting segment.
Current report — wording carried from 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 through manufacturer representative agencies and to the wholesale contractor markets through ESCOs and contractors.
Current report — wording carried from 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):
Current report — wording carried from elsewhere
Sales and Marketing. Sales and marketing expenses increased 16.8%, or $0.8 million, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. This comparative increase was primarily due to increased commissions expense.
Current report — wording carried from elsewhere
The following table summarizes our lighting segment operating results (dollars in thousands):
Current report — wording carried from 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.
Current report — wording carried from elsewhere
The following table summarizes our maintenance segment operating results (dollars in thousands):
Current report — wording carried from elsewhere
Our EV segment offers leading electric vehicle charging expertise and provides EV turnkey installation solutions with ongoing support to all commercial verticals.
Current report — wording carried from elsewhere
The following table summarizes our EV segment operating results (dollars in thousands):