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, 2022 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) UNITED STATES SECURITIES AND EXCHANGE COMMISSION (State or other jurisdiction of incorporation or organization) Wisconsin 39-1847269 (I ...

Mike Altschaefl, CEO Per Brodin, CFO Mike Jenkins, COO Providing energy saving LED lighting systems and turnkey project implementation ir@oesx.com www.orionlighting.com OLION ORION ENERGY SYSTEMS, INC. NASDAQ: OESX SAFE HARBOR Certain matters discussed in this press release, including under the heading "Outlook" are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may gene ...

Orion Energy Systems, Inc. (NASDAQ:OESX) Q1 2023 Earnings Conference Call August 3, 2022 10:00 AM ET Company Participants Bill Jones - Investor Relations Mike Altschaefl - Chief Executive Officer and Board Chair Mike Jenkins - Chief Operating Officer Per Brodin - Chief Financial Officer Conference Call Participants Eric Stine - Craig-Hallum Amit Dayal - H.C. Wainwright Alex Rygiel - B. Riley Securities Bill Dezellem - Tieton Capital Operator Good morning and welcome to the Orion Energy Systems Fiscal 2023 F ...

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, 2022 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 ...

PART I FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) For the nine months ended December 31, 2021, Orion Energy Systems reported a **25.8% increase in total revenue to $102.3 million** and an **81.3% rise in net income to $7.3 million**; however, the third quarter saw revenue decline **30.6% to $30.7 million** and net income fall **74.5% to $1.1 million** year-over-year, with the balance sheet remaining stable and a key subsequent acquisition of Stay-Lite Lighting, Inc. for $3.7 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $17,264 | $19,393 | | Total current assets | $54,440 | $56,531 | | Total assets | $91,898 | $92,821 | | **Liabilities & Equity** | | | | Total current liabilities | $22,463 | $30,372 | | Total liabilities | $25,843 | $34,747 | | Total shareholders' equity | $66,055 | $58,074 | | Total liabilities and shareholders' equity | $91,898 | $92,821 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Three Months Ended December 31, (in thousands) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Total revenue | $30,714 | $44,251 | | Gross profit | $7,641 | $11,006 | | Income from operations | $1,332 | $4,465 | | Net income | $1,102 | $4,315 | | Diluted EPS | $0.04 | $0.14 | Nine Months Ended December 31, (in thousands) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Total revenue | $102,325 | $81,343 | | Gross profit | $28,659 | $20,904 | | Income from operations | $9,781 | $4,289 | | Net income | $7,271 | $4,010 | | Diluted EPS | $0.23 | $0.13 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for Nine Months Ended Dec 31, (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $2,315 | $(5,644) | | Net cash used in investing activities | $(4,548) | $(701) | | Net cash provided by (used in) financing activities | $104 | $(10,127) | | **Net decrease in cash** | **$(2,129)** | **$(16,472)** | - The primary use of cash in investing activities for the nine months ended Dec 31, 2021, was **$3.7 million to fund an acquisition** and **$0.5 million for an investment**[14](index=14&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) - The company's business involves developing, manufacturing, and providing energy-efficient LED lighting, controls, and IoT systems, primarily in North America[15](index=15&type=chunk) - During fiscal 2022, the company experienced customer delays on several large projects due to supply chain disruptions and renewed COVID-19 impacts on their customers' businesses[16](index=16&type=chunk) - Significant customer concentration exists, with **one customer accounting for 53.0% of total revenue** for the nine months ended Dec 31, 2021, and **44.4% of accounts receivable** as of Dec 31, 2021[27](index=27&type=chunk)[28](index=28&type=chunk) - Effective January 1, 2022, Orion acquired Stay-Lite Lighting, Inc. for a cash purchase price of **$3.7 million**, plus a potential earn-out of up to **$0.7 million**, to accelerate the growth of its Maintenance Services business[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **30.6% year-over-year revenue decline in Q3 FY2022** to project delays from its largest customer and others, caused by supply chain issues and COVID-19 impacts, while year-to-date revenue grew **25.8%** due to project recovery, and the company is strategically expanding recurring revenue streams through maintenance services and IoT solutions, supported by strong liquidity with **$17.3 million in cash** and **$24.2 million available** under its credit facility [Overview](index=20&type=section&id=Overview) - Orion provides LED lighting systems, IoT-enabled controls, and turnkey project management services, primarily for commercial, industrial, and government customers in North America[87](index=87&type=chunk) - The company is evolving its business strategy to focus on expanding recurring revenue streams, including lighting and electrical maintenance services and IoT data services, and exploring potential business acquisitions[90](index=90&type=chunk)[92](index=92&type=chunk) - On January 1, 2022, Orion acquired Stay-Lite Lighting, a nationwide lighting and electrical maintenance service provider, for **$3.7 million in cash** to accelerate the growth of its maintenance services business[102](index=102&type=chunk) [Results of Operations - Three Months Ended December 31, 2021 vs 2020](index=22&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20December%2031%2C%202021%20vs%202020) Q3 FY2022 vs Q3 FY2021 Performance (in thousands) | Metric | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $30,714 | $44,251 | (30.6)% | | Gross Profit | $7,641 | $11,006 | (30.6)% | | Income from Operations | $1,332 | $4,465 | (70.2)% | | Net Income | $1,102 | $4,315 | (74.5)% | - The decrease in revenue was primarily due to lower project revenues from the company's largest customer and other customer delays on large projects, driven by supply chain disruptions and COVID-19 impacts[104](index=104&type=chunk) - The Orion Services Group (OSG) segment revenue decreased **45.4% to $20,000 thousand**, while the Orion Distribution Services (ODS) and Orion U.S. Markets (USM) segments grew by **25.6%** and **57.6%**, respectively[110](index=110&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk) [Results of Operations - Nine Months Ended December 31, 2021 vs 2020](index=25&type=section&id=Results%20of%20Operations%20-%20Nine%20Months%20Ended%20December%2031%2C%202021%20vs%202020) Nine Months FY2022 vs FY2021 Performance (in thousands) | Metric | 9M 2022 | 9M 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $102,325 | $81,343 | 25.8% | | Gross Profit | $28,659 | $20,904 | 37.1% | | Income from Operations | $9,781 | $4,289 | 128.0% | | Net Income | $7,271 | $4,010 | 81.3% | - The year-to-date increase in revenue was primarily due to the resumption of multiple projects that had been put on hold in the prior year period because of COVID-19 concerns[116](index=116&type=chunk) - Gross profit margin improved to **28.0% from 25.7%** in the prior-year period, mainly due to better fixed cost absorption on higher sales volume and a payroll tax credit[117](index=117&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) - As of December 31, 2021, the company had **$17.3 million in cash and cash equivalents**, a decrease from **$19.4 million** at March 31, 2021, mainly due to funding the Stay-Lite acquisition (**$3.7 million**) and a non-controlling equity investment (**$0.5 million**)[125](index=125&type=chunk) - The company has a **$25.0 million revolving credit facility**, with **$24.2 million available** and no amounts borrowed as of December 31, 2021[137](index=137&type=chunk) - Backlog of firm, committed purchase orders was **$16.2 million** as of December 31, 2021, compared to **$19.2 million** as of March 31, 2021[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material changes to its market risk exposures since its last Annual Report on Form 10-K for the fiscal year ended March 31, 2021 - There have been no material changes to the company's market risk exposures since March 31, 2021[146](index=146&type=chunk) [Controls and Procedures](index=30&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of December 31, 2021, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of December 31, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[148](index=148&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, internal controls[149](index=149&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in various legal claims and proceedings that arise in the ordinary course of business but does not anticipate that their final resolution will have a material adverse effect on its financial results - The company is subject to various claims and legal proceedings in the ordinary course of business, none of which are expected to have a material adverse effect on future results of operations[151](index=151&type=chunk) [Risk Factors](index=31&type=page&id=ITEM%201A.%20Risk%20Factors) This section directs investors to the detailed discussion of risks and uncertainties in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021 - The report refers to the Risk Factors section of the Annual Report on Form 10-K for the fiscal year ended March 31, 2021, for a discussion of important risks and uncertainties[152](index=152&type=chunk) [Exhibits](index=32&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including executive employment agreements, CEO and CFO certifications, and XBRL data files - The exhibits filed with this report include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents[155](index=155&type=chunk)

Orion Energy Systems Inc. (NASDAQ:OESX) Q3 2022 Results Conference Call February 9, 2022 10:00 AM ET Company Participants Bill Jones - IR Mike Altschaefl - CEO Per Brodin - CFO Conference Call Participants Eric Stine - Craig Hallum Amit Dayal - H.C. Wainwright Alex Rygiel - B. Riley Andrew Shapiro - Lawndale Capital Management Bill Dezellem - Tieton Capital Management Operator Good day, ladies and gentlemen. Welcome to the Orion Energy Systems Fiscal 2022 Third Quarter Conference Call. At this time, all par ...

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, 2021 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 ...

Orion Energy Systems, Inc. (NASDAQ:OESX) Q2 2022 Results Conference Call November 9, 2021 10:00 AM ET Company Participants Bill Jones - Catalyst IR Mike Altschaefl - CEO and Board Chair Per Brodin - CFO Conference Call Participants Sameer Joshi - H.C. Wainwright Alex Rygiel - B. Riley Bill Dezellem - Tieton Capital Operator Good day, ladies and gentlemen. And welcome to the Orion Energy Systems Fiscal 2022 Second Quarter Conference Call. At this time, all participants are in a listen-only mode. Later, we wi ...

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 ...