PART I FINANCIAL INFORMATION [Financial Statements (unaudited)](index=3&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) The unaudited financial statements for Q1 FY2022 show significant revenue growth and a shift from net loss to net income, reflecting improved financial performance [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased slightly to **$93.6 million**, while total liabilities decreased, leading to a rise in shareholders' equity Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2021 | March 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $58,022 | $56,531 | | **Total assets** | $93,618 | $92,821 | | **Total current liabilities** | $28,601 | $30,372 | | **Total liabilities** | $32,774 | $34,747 | | **Total shareholders' equity** | $60,844 | $58,074 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Total revenue surged **224.7%** to **$35.1 million**, resulting in a net income of **$2.5 million** compared to a prior-year net loss Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 FY2022 (ended June 30, 2021) | Q1 FY2021 (ended June 30, 2020) | | :--- | :--- | :--- | | **Total revenue** | $35,101 | $10,811 | | **Gross profit** | $10,230 | $2,635 | | **Income (loss) from operations** | $3,418 | $(2,045) | | **Net income (loss)** | $2,510 | $(2,219) | | **Diluted net income (loss) per share** | $0.08 | $(0.07) | [Condensed Consolidated Statements of Shareholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) Shareholders' equity increased to **$60.8 million**, primarily driven by the quarter's net income of **$2.5 million** - Total shareholders' equity grew by **$2.8 million** during the quarter, mainly due to net income of **$2.5 million**[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$3.0 million**, with overall cash and equivalents decreasing to **$15.9 million** Cash Flow Summary (in thousands) | Activity | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(2,966) | $(7,709) | | **Net cash used in investing activities** | $(656) | $(244) | | **Net cash provided by (used in) financing activities** | $92 | $(10,014) | | **Net decrease in cash and cash equivalents** | $(3,530) | $(17,967) | | **Cash and cash equivalents at end of period** | $15,863 | $10,784 | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, significant customer concentration, segment performance, and the status of the Shareholder Rights Plan and ATM equity program - Orion is a developer, manufacturer, and seller of lighting and energy management systems, primarily in North America[14](index=14&type=chunk) - For the three months ended June 30, 2021, two customers accounted for **50.9%** and **14.2%** of total revenue, and **56.9%** and **17.4%** of accounts receivable, respectively[25](index=25&type=chunk) - The company has a Shareholder Rights Plan, amended to expire on January 7, 2022, designed to protect against coercive takeover tactics[61](index=61&type=chunk)[62](index=62&type=chunk)[65](index=65&type=chunk) - In March 2021, Orion established an "at the market" (ATM) equity program to sell up to **$50 million** in common stock, but no sales were made through June 30, 2021[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the **224.7%** revenue growth driven by project resumptions, improved gross margins, and an evolving strategy towards IoT and recurring revenue streams - The company's business rebounded in the second half of fiscal 2021 as project installations for its largest customer and a new large specialty retail customer resumed after COVID-19 related delays[15](index=15&type=chunk)[94](index=94&type=chunk) - Orion is evolving its business strategy to expand into IoT, "smart-building" technologies, and recurring revenue services like lighting and electrical maintenance, which may involve organic investment and potential acquisitions[87](index=87&type=chunk)[88](index=88&type=chunk) - The company's backlog was **$12.2 million** as of June 30, 2021, down from **$19.2 million** at March 31, 2021, with most expected to be recognized as revenue within a year[122](index=122&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Total revenue increased **224.7%** to **$35.1 million**, driven by product and service growth, improving gross profit margin to **29.1%** Results of Operations Comparison (in thousands) | | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | % Change | | :--- | :--- | :--- | :--- | | **Total revenue** | $35,101 | $10,811 | 224.7% | | **Gross profit** | $10,230 | $2,635 | 288.2% | | **Gross Profit %** | 29.1% | 24.4% | - | | **Income (loss) from operations** | $3,418 | $(2,045) | NM | - The increase in product and service revenue was primarily due to projects, including for one large national account customer (**50.9%** of Q1 FY22 revenue), resuming after being put on hold in the prior year due to COVID-19[98](index=98&type=chunk) - Sales and marketing expenses rose by **$1.4 million** (**75.0%**) mainly due to increased commission expense on higher sales[101](index=101&type=chunk) [Segment Analysis](index=22&type=section&id=Segment%20Analysis) All segments showed strong revenue growth, with Orion Engineered Systems (OES) leading with an **874.6%** increase to **$22.0 million** Orion Engineered Systems (OES) Segment Results (in thousands) | Metric | Q1 FY2022 | Q1 FY2021 | | :--- | :--- | :--- | | **Revenues** | $21,988 | $2,256 | | **Operating income (loss)** | $1,864 | $(1,850) | Orion Distribution Services (ODS) Segment Results (in thousands) | Metric | Q1 FY2022 | Q1 FY2021 | | :--- | :--- | :--- | | **Revenues** | $9,286 | $6,629 | | **Operating income** | $2,122 | $752 | Orion U.S. Markets (USM) Segment Results (in thousands) | Metric | Q1 FY2022 | Q1 FY2021 | | :--- | :--- | :--- | | **Revenues** | $3,827 | $1,926 | | **Operating income** | $651 | $81 | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents decreased to **$15.9 million** due to increased accounts receivable, while net working capital improved to **$29.4 million** - Cash and cash equivalents decreased by **$3.5 million** during the quarter to **$15.9 million**, mainly due to a **$5.9 million** increase in accounts receivable from higher sales[108](index=108&type=chunk)[111](index=111&type=chunk) - Net working capital was **$29.4 million** at June 30, 2021, up from **$26.2 million** at March 31, 2021[116](index=116&type=chunk) - The company has a five-year, **$25.0 million** revolving credit facility that matures in December 2025, with no amounts borrowed as of June 30, 2021[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes to the company's market risk exposures have occurred since March 31, 2021 - There have been no material changes to the company's market risk exposures since March 31, 2021[128](index=128&type=chunk) [Controls and Procedures](index=26&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[130](index=130&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2021[131](index=131&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=ITEM%201.%20Legal%20Proceedings) Management does not expect current legal proceedings to materially affect the company's financial condition or future results - The company does not expect any current legal proceedings to have a material adverse effect on its future results of operations[133](index=133&type=chunk) [Risk Factors](index=27&type=section&id=ITEM%201A.%20Risk%20Factors) The report refers to the Annual Report on Form 10-K for a detailed discussion of market risks and uncertainties - For a discussion of risks and uncertainties, the report refers to Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended March 31, 2021[134](index=134&type=chunk) [Unregistered Sale of Equity Securities and Use of Proceeds](index=27&type=section&id=ITEM%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - There were no unregistered sales of equity securities or use of proceeds to report for the period[135](index=135&type=chunk) [Other Information](index=27&type=section&id=ITEM%205.%20Other%20Information) No other information was reported for the period - There is no other information to report for the period[135](index=135&type=chunk) [Exhibits](index=28&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed, including CEO and CFO certifications and Inline XBRL documents for financial reporting - Exhibits filed with the report include CEO and CFO certifications under Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act, as well as Inline XBRL instance and taxonomy documents[138](index=138&type=chunk)

Orion Energy Systems, Inc. (NASDAQ:OESX) Q1 2022 Earnings Conference Call August 4, 2021 10:00 AM ET Company Participants William Jones - IR Michael Altschaefl - CEO Per Brodin - EVP, CFO, CAO & Treasurer Conference Call Participants Eric Stine - Craig-Hallum Amit Dayal - H.C. Wainwright & Co. Craig Irwin - ROTH Capital Partners Alex Rygiel - B. Riley Securities George Gaspar - Investor Operator Good day, ladies and gentlemen, and welcome to the Orion Energy Systems Fiscal 2022 First Quarter Conference Call ...

Mike Altschaefl, CEO Per Brodin, CFO ir@oesx.com www.orionlighting.com OUIOU! ORION ENERGY SYSTEMS, INC. Provides energy saving LED lighting systems and turnkey project implementation NASDAQ: OESX SAFE HARBOR | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ...

Orion Energy Systems, Inc. (NASDAQ:OESX) Q4 2021 Earnings Conference Call June 1, 2021 4:30 PM ET Company Participants Bill Jones - IR Michael Altschaefl - CEO Per Brodin - EVP, CFO, CAO & Treasurer Conference Call Participants Amit Dayal - H.C. Wainwright & Co. Alex Rygiel - B.Riley Financial. Eric Stine - Craig-Hallum Operator Good day, ladies and gentlemen and welcome to the Orion Energy Systems' Fiscal 2021 Fourth Quarter Conference Call. At this time, all participants are in a listen-only mode. [Operat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) Wisconsin 39-1847269 (State or other jurisdiction of incor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 2210 Woodland Drive, Manitowoc, Wisconsin 54220 (Address of principal executive offices) (Zip code) Wisconsin 39-1847269 (I.R.S. Employer Identification numbe ...

ORION ENERGY SYSTEMS, INC. www.orionlighting.com | NASDAQ: OESX Mike Altschaefl, CEO | Per Brodin, CFO | ir@oesx.com LED Lighting and IoT Solutions with Industry-Leading ROI and Customer Service November 2020 SAFE HARBOR SAFE HARBOR Certain matters discussed in this press release, including under the headings "Highlights," "CEO Commentary", "FY 2021 Outlook and Goals," are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Ref ...

Orion Energy Systems, Inc. (NASDAQ:OESX) Q2 2021 Results Conference Call November 5, 2020 10:00 AM ET Company Participants Bill Jones - Catalyst Investor Relations Mike Altschaefl - Chief Executive Officer Bill Hull - Chief Financial Officer Per Brodin - Executive Vice President Conference Call Participants Craig Irwin - ROTH Capital Partners Sameer Joshi - H.C. Wainwright Aaron Spychalla - Craig-Hallum Marc Wiesenberger - B. Riley Securities Operator Good day, ladies and gentlemen, and welcome to the Orion ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 2210 Woodland Driv ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 2210 Woodland Drive, Ma ...