Orion(OESX) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents Orion Energy Systems, Inc.'s unaudited condensed consolidated financial statements and related disclosures for the quarter ITEM 1. FINANCIAL STATEMENTS (unaudited) This section presents Orion Energy Systems, Inc.'s unaudited condensed consolidated financial statements for Q1 FY25, with balance sheets, operations, equity, cash flows, and notes Condensed Consolidated Balance Sheets This section summarizes Orion Energy Systems, Inc.'s financial position at June 30, 2024, and March 31, 2024 Balance Sheet Summary (June 30, 2024 vs. March 31, 2024) | Metric | June 30, 2024 (in thousands) | March 31, 2024 (in thousands) | | :----- | :--------------------------- | :---------------------------- | | Total Assets | $59,755 | $63,169 | | Total Liabilities | $40,676 | $40,627 | | Total Shareholders' Equity | $19,079 | $22,542 | Current Assets and Liabilities (June 30, 2024 vs. March 31, 2024) | Metric | June 30, 2024 (in thousands) | March 31, 2024 (in thousands) | | :----- | :--------------------------- | :---------------------------- | | Total Current Assets | $42,140 | $44,822 | | Total Current Liabilities | $24,765 | $28,053 | Condensed Consolidated Statements of Operations This section details Orion Energy Systems, Inc.'s financial performance for the three months ended June 30, 2024, and 2023 Key Financial Performance (Three Months Ended June 30, 2024 vs. 2023) | Metric | June 30, 2024 (in thousands) | June 30, 2023 (in thousands) | % Change | | :----- | :--------------------------- | :--------------------------- | :------- | | Total Revenue | $19,906 | $17,613 | 13.0% | | Gross Profit | $4,299 | $3,171 | 35.6% | | Loss from Operations | $(3,432) | $(6,397) | (46.3)% | | Net Loss | $(3,758) | $(6,637) | (43.4)% | | Basic Net Loss Per Share | $(0.12) | $(0.21) | (42.9)% | - Product revenue decreased by 6.6% to $12.767 million (from $13.671 million)[8][77] - Service revenue increased by 81.1% to $7.139 million (from $3.942 million)[8][77] - Service revenue as a percentage of total revenue increased from 22.4% to 35.9%[8][77] Condensed Consolidated Statements of Shareholders' Equity This section outlines changes in Orion Energy Systems, Inc.'s shareholders' equity for the three months ended June 30, 2024 Shareholders' Equity Summary (June 30, 2024 vs. March 31, 2024) | Metric | June 30, 2024 (in thousands) | March 31, 2024 (in thousands) | | :----- | :--------------------------- | :---------------------------- | | Additional Paid-in Capital | $162,163 | $161,869 | | Retained Deficit | $(106,850) | $(103,092) | | Total Shareholders' Equity | $19,079 | $22,542 | - Shares outstanding increased from 32,567,746 at March 31, 2024, to 32,743,409 at June 30, 2024[5][9] Condensed Consolidated Statements of Cash Flows This section presents Orion Energy Systems, Inc.'s cash flow activities for the three months ended June 30, 2024, and 2023 Cash Flow Summary (Three Months Ended June 30, 2024 vs. 2023) | Activity | June 30, 2024 (in thousands) | June 30, 2023 (in thousands) | | :------- | :--------------------------- | :--------------------------- | | Operating Activities | $(2,962) | $(7,327) | | Investing Activities | $(24) | $(413) | | Financing Activities | $3,523 | $(3) | | Net Increase (Decrease) in Cash | $537 | $(7,743) | - Cash and cash equivalents increased to $5,692 thousand at June 30, 2024, from $5,155 thousand at the beginning of the period[12] Notes to the Condensed Consolidated Financial Statements This section provides detailed disclosures on significant accounting policies, revenue recognition, and other financial information NOTE 1 — DESCRIPTION OF BUSINESS This note describes Orion Energy Systems, Inc.'s business, products, services, markets, and operational locations - Orion provides light emitting diode (LED) lighting systems, wireless Internet of Things (IoT) enabled control solutions, project engineering, energy project management design, maintenance services, and turnkey electric vehicle (EV) charging station installation services[13] - The company serves commercial and industrial businesses, and federal and local governments, primarily in North America and Germany[13] - Corporate offices and primary manufacturing operations are located in Manitowoc, Wisconsin, with additional leased office spaces in Jacksonville, Florida, Lawrence, Massachusetts, and Pewaukee, Wisconsin[13] NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines Orion Energy Systems, Inc.'s key accounting policies, including consolidation, interim reporting, and risk concentrations - The consolidated financial statements include Orion Energy Systems, Inc. and its wholly-owned subsidiaries, with all significant intercompany transactions eliminated[14] - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP for interim financial information and SEC rules, and do not include all information required for complete financial statements[15] - Cash is primarily deposited with one financial institution, sometimes exceeding insured amounts[20] - One supplier accounted for 14.0% of total cost of revenue for the three months ended June 30, 2024[20] - One customer accounted for 21.1% of total revenue for the three months ended June 30, 2024[20] - Adopted ASU 2016-13 (Credit Losses) effective April 1, 2023, with an immaterial effect[22] - Evaluating ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Taxes), effective for future periods, for their impact on financial statements[23][24] NOTE 3 — REVENUE This note details Orion Energy Systems, Inc.'s revenue recognition policies and provides a breakdown of revenue by category - Orion recognizes revenue when control of goods or services (performance obligation) is transferred to a customer at an amount reflecting the expected consideration[24] Revenue Breakdown (Three Months Ended June 30, 2024 vs. 2023, in thousands) | Category | June 30, 2024 | June 30, 2023 | | :------- | :------------ | :------------ | | Lighting product and installation | $12,719 | $12,616 | | Maintenance services | $3,323 | $3,754 | | Electric vehicle charging | $3,830 | $1,238 | | Solar energy related revenues | $15 | — | | Total revenues from contracts with customers | $19,887 | $17,608 | | Revenue accounted for under other guidance | $19 | $5 | | Total Revenue | $19,906 | $17,613 | - Accounts receivable, net, decreased to $12,475 thousand at June 30, 2024, from $14,022 thousand at March 31, 2024[30] NOTE 4 — ACCOUNTS RECEIVABLE This note provides a breakdown of accounts receivable, net, and changes in the allowance for credit losses Accounts Receivable and Allowance for Credit Losses (in thousands) | Metric | June 30, 2024 | March 31, 2024 | | :----- | :------------ | :------------- | | Accounts receivable, gross | $12,582 | $14,094 | | Allowance for credit losses | $(107) | $(72) | | Accounts receivable, net | $12,475 | $14,022 | Changes in Allowance for Credit Losses (in thousands) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :----- | :------------------------------- | :------------------------------- | | Beginning of period | $(72) | $(86) | | Credit loss expense | $(40) | $(190) | | Write-off | $5 | $4 | | End of period | $(107) | $(272) | NOTE 5 — INVENTORIES This note presents the composition of Orion Energy Systems, Inc.'s inventory balances at quarter-end Inventory Balances (in thousands) | Category | June 30, 2024 | March 31, 2024 | | :------- | :------------ | :------------- | | Raw materials and components | $6,357 | $7,219 | | Work in process | $321 | $267 | | Finished goods | $9,182 | $10,760 | | Total Inventories | $15,860 | $18,246 | NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS This note details the balances of prepaid expenses and other current assets at quarter-end - Prepaid expenses totaled $1.5 million at June 30, 2024, up from $1.3 million at March 31, 2024[35] - Other current assets, primarily prepaid software and services, totaled $1.7 million at June 30, 2024, up from $1.6 million at March 31, 2024[35] NOTE 7 — PROPERTY AND EQUIPMENT This note provides a summary of Orion Energy Systems, Inc.'s property and equipment, net of depreciation Property and Equipment, Net (in thousands) | Category | June 30, 2024 | March 31, 2024 | | :------- | :------------ | :------------- | | Gross property and equipment | $35,460 | $35,516 | | Less: accumulated depreciation | $(26,185) | $(25,923) | | Total property and equipment, net | $9,275 | $9,593 | NOTE 8 — LEASES This note outlines Orion Energy Systems, Inc.'s accounting for leases, including ROU assets and lease liabilities - Orion accounts for leases in accordance with ASC 842, recognizing ROU assets and lease liabilities for leases with initial terms exceeding 12 months[37] Operating Lease Assets and Liabilities (in thousands) | Metric | June 30, 2024 | March 31, 2024 | | :----- | :------------ | :------------- | | Operating lease assets | $1,591 | $1,770 | | Total lease liabilities | $1,891 | $2,111 | - Operating lease costs were $0.4 million for both the three months ended June 30, 2024, and 2023[38] NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS This note details Orion Energy Systems, Inc.'s goodwill and other intangible assets, including amortization expense - Goodwill totals $1.5 million, comprising $0.9 million from the Voltrek acquisition (EV Charging segment) and $0.6 million from the Stay-Light Lighting acquisition (Maintenance segment)[40] Other Intangible Assets, Net (in thousands) | Category | June 30, 2024 Net | March 31, 2024 Net | | :------- | :---------------- | :----------------- | | Total Amortized Intangible Assets | $3,204 | $3,452 | | Total Non-Amortized Intangible Assets | $1,010 | $1,010 | | Total Other Intangible Assets, Net | $4,214 | $4,462 | - Amortization expense on intangible assets was $0.2 million for the three months ended June 30, 2024, down from $0.3 million in the prior year period[40] NOTE 10 — ACCRUED EXPENSES AND OTHER This note provides a detailed breakdown of accrued expenses and other liabilities, including warranty accruals Accrued Expenses and Other (in thousands) | Category | June 30, 2024 | March 31, 2024 | | :------- | :------------ | :------------- | | Accrued acquisition earn-out | $875 | $875 | | Other accruals | $1,963 | $1,854 | | Compensation and benefits | $2,629 | $2,255 | | Credits due to customers | $1,401 | $1,167 | | Accrued project costs | $2,236 | $2,366 | | Warranty | $545 | $552 | | Sales returns reserve | $88 | $106 | | Sales tax | $68 | $219 | | Legal and professional fees | $30 | $46 | | Total | $9,835 | $9,440 | Changes in Warranty Accrual (in thousands) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :----- | :------------------------------- | :------------------------------- | | Beginning of period | $725 | $646 | | Accruals | $108 | $64 | | Warranty claims (net of vendor reimbursements) | $(105) | $(56) | | End of period | $728 | $654 | - Orion recorded $0.9 million to accrued expenses for the fiscal 2025 earn-out opportunity related to the Voltrek Acquisition[43] NOTE 11 — NET LOSS PER COMMON SHARE This note presents the calculation of basic and diluted net loss per common share for the reporting periods Net Loss Per Common Share (Three Months Ended June 30, 2024 vs. 2023) | Metric | June 30, 2024 | June 30, 2023 | | :----- | :------------ | :------------ | | Net loss (in thousands) | $(3,758) | $(6,637) | | Weighted-average common shares outstanding | 32,610,604 | 32,345,823 | | Basic net loss per share | $(0.12) | $(0.21) | | Diluted net loss per share | $(0.12) | $(0.21) | - Basic and Diluted weighted-average shares outstanding are equal due to the company being in a net loss position, making any increase anti-dilutive[44] - Potentially dilutive securities excluded from diluted EPS calculation were 1,524,222 restricted shares for Q1 FY25, compared to 582,506 for Q1 FY24[45] NOTE 12 — LONG-TERM DEBT This note details Orion Energy Systems, Inc.'s long-term debt, including revolving credit and term loan facilities Long-Term Debt (in thousands) | Category | June 30, 2024 | March 31, 2024 | | :------- | :------------ | :------------- | | Revolving credit facility | $10,000 | $10,000 | | Term Loan | $3,525 | — | | Equipment debt obligations | — | $3 | | Total long-term debt | $13,525 | $10,003 | | Less current maturities | $(264) | $(3) | | Long-term debt, less current maturities | $13,261 | $10,000 | - The $25.0 million revolving credit facility matures on December 29, 2025, with $10.0 million drawn against an $18.3 million borrowing base as of June 30, 2024[47] - Amendment No. 2 (April 22, 2024) added a $3.525 million mortgage loan facility secured by the company's headquarters and broadened eligible receivables for the borrowing base to include government receivables[48][91] NOTE 13 — INCOME TAXES This note outlines Orion Energy Systems, Inc.'s income tax expense, valuation allowance, and unrecognized tax benefits - Income tax expense was $21 thousand for the three months ended June 30, 2024, down from $42 thousand in the prior year period[50] - Orion maintains a full valuation allowance against its net deferred tax asset balance as of June 30, 2024, and March 31, 2024[50] - Gross unrecognized tax benefits were approximately $0.2 million as of June 30, 2024, which would reduce the effective tax rate if recognized[52] NOTE 14 — COMMITMENTS AND CONTINGENCIES This note discusses Orion Energy Systems, Inc.'s legal proceedings and management's assessment of their financial impact - Orion is subject to various claims and legal proceedings arising in the ordinary course of business[52] - Management does not believe the final resolution of any such claims or legal proceedings will have a material adverse effect on Orion's future results of operations or financial condition[52] NOTE 15 — SHAREHOLDERS' EQUITY This note details changes in shareholders' equity, including ESPP activity and capital raising programs - Under the Employee Stock Purchase Plan (ESPP), 459 shares were issued in Q1 FY25 at $1.11, compared to 700 shares in Q1 FY24 at $1.63[53] - A universal shelf registration statement filed in March 2023 allows for public offering and sale of up to $100 million of debt and/or equity securities[54] - An 'at the market' (ATM) public equity capital raising program for up to $50 million was established in March 2021, but no share sales have been effected through June 30, 2024[54] NOTE 16 — RESTRICTED SHARES This note describes the Amended 2016 Omnibus Incentive Plan and stock-based compensation expense - Shareholders approved the Amended 2016 Omnibus Incentive Plan, increasing available shares by 2.5 million to 6 million, adding minimum vesting periods, and prohibiting dividends on unvested awards[55] Stock-based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :------- | :------------------------------- | :------------------------------- | | Cost of product revenue | $2 | $1 | | General and administrative | $282 | $182 | | Sales and marketing | $8 | $4 | | Research and development | $2 | $1 | | Total | $294 | $188 | - As of June 30, 2024, approximately $1.7 million of deferred stock-based compensation expense is to be recognized over a remaining period of 2.6 years[58] NOTE 17 — SEGMENT DATA This note provides financial results for Orion Energy Systems, Inc.'s Lighting, Maintenance, and EV Charging segments - Orion evaluates and reports on its business using three segments: Lighting Segment, Maintenance Segment, and Electric Vehicle (EV) Charging Segment[59] Segment Operating Results (Three Months Ended June 30, 2024 vs. 2023, in thousands) | Segment | Revenues 2024 | Revenues 2023 | Operating Loss 2024 | Operating Loss 2023 | | :------ | :------------ | :------------ | :------------------ | :------------------ | | Lighting Segment | $12,751 | $12,621 | $(1,206) | $(766) | | Maintenance Segment | $3,324 | $3,754 | $(976) | $(1,840) | | Electric Vehicle Charging Segment | $3,831 | $1,238 | $(231) | $(1,934) | | Corporate and Other | — | — | $(1,019) | $(1,857) | | Total | $19,906 | $17,613 | $(3,432) | $(6,397) | - EV Charging Segment revenue increased 209.5% to $3.8 million, and its operating loss decreased 88.1% due to lower earn-out expense and improved gross margins[81][82] NOTE 18 — RESTRUCTURING EXPENSE This note details restructuring expenses incurred, primarily from employee separation and inventory write-offs - Total restructuring expense for the three months ended June 30, 2024, was $393 thousand, primarily from employee separation agreements and an inventory write-off[65] Restructuring Expense by Segment (in thousands) | Segment | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :------ | :------------------------------- | :------------------------------- | | Maintenance | $389 | $0 | | Corporate and Other | $4 | $0 | | Total | $393 | $0 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Orion's Q1 FY25 financial condition and operational results, analyzing key performance indicators and liquidity Overview This section provides an overview of Orion's business, products, services, and strategic acquisitions - Orion provides LED lighting systems, IoT control solutions, commercial and industrial EV charging infrastructure, and lighting and electrical maintenance services, focusing on sustainability and energy savings[68] - The company differentiates itself through efficient light fixtures, comprehensive project management services for national accounts (site surveys, utility incentives, engineering, installation, controls integration), and lighting/electrical maintenance services[70] - Acquisitions of Stay-Lite Lighting (Jan 2022) expanded maintenance capabilities, and Voltrek (Oct 2022) leveraged project management expertise into the rapidly growing EV sector[70] Results of Operations - Three Months Ended June 30, 2024 versus Three Months Ended June 30, 2023 This section analyzes Orion's Q1 FY25 financial performance compared to the prior year, detailing revenue, gross profit, and net loss - Total revenue increased by 13.0% to $19.9 million, driven by increased revenues in the EV segment, partially offset by decreased revenue in the Maintenance segment[77] - Gross profit increased by 35.6% to $4.3 million, with gross margin improving from 18.0% to 21.6% due primarily to project mix and increased sales aiding fixed cost absorption[77] - Net loss decreased by 43.4% to $(3.8) million, and loss from operations decreased by 46.3% to $(3.4) million[77] Operating Expenses This section details changes in Orion's general and administrative, sales and marketing, and research and development expenses - General and administrative expenses decreased 21.1% ($1.2 million) primarily due to a reduction in Voltrek earn-out expense ($0.3 million in Q1 FY25 vs. $1.1 million in Q1 FY24)[78] - Sales and marketing expenses decreased 10.9% ($0.4 million) due to lower product sales volume and associated commissions[78] - Research and development expenses decreased 45.0% ($0.2 million)[78] Lighting Segment This section analyzes the financial performance of Orion's Lighting segment, including revenue and operating loss - Lighting segment revenue increased by 1.0% ($0.1 million) to $12.751 million, attributed to variability in the timing of larger lighting projects[79] - Operating loss increased by 57.4% to $(1.2) million, a result of an increased percentage of service revenue, which has a lower gross margin than product revenue[79] Maintenance Segment This section analyzes the financial performance of Orion's Maintenance segment, including revenue and operating loss - Maintenance segment revenue decreased by 11.5% ($0.4 million) to $3.324 million, primarily due to the winddown of several customer contracts[80] - Operating loss decreased by 47.0% to $(0.976) million, resulting from an increase in gross margins driven by a more favorable revenue mix[80] Electric Vehicle Charging Segment This section analyzes the financial performance of Orion's EV Charging segment, including revenue and operating loss - EV segment revenue increased by 209.5% ($2.6 million) to $3.831 million, driven by a higher revenue volume to municipalities[81] - Operating loss decreased by 88.1% to $(0.231) million, due to a $0.8 million decrease of earn-out expense included in general and administrative costs, along with improved gross margins[81][82] Liquidity and Capital Resources This section discusses Orion's liquidity, capital resources, cash flows, working capital, and indebtedness - Cash and cash equivalents increased to $5.7 million at June 30, 2024, from $5.2 million at March 31, 2024, primarily due to a mortgage loan, largely offset by an operating loss and net use of working capital[83] - Management believes existing cash, operating cash flow, and credit availability under the Credit Agreement will provide sufficient financial flexibility for capital requirements for at least the next 12 months[83][84] Cash Flows This section details Orion's cash flows from operating, investing, and financing activities for Q1 FY25 - Cash used in operating activities decreased to $(3.0) million in Q1 FY25 from $(7.3) million in Q1 FY24, primarily due to a lower net loss and net cash provided by changes in operating assets[85][86] - Cash used in investing activities was $(24) thousand in Q1 FY25, a decrease from $(413) thousand in Q1 FY24[85][86][87] - Cash provided by financing activities was $3.5 million in Q1 FY25 (vs. $(3) thousand in Q1 FY24), primarily due to a new term loan[85][87] Working Capital This section reviews Orion's net working capital and inventory management strategy - Net working capital was $17.4 million as of June 30, 2024, compared to $16.7 million as of March 31, 2024[88] - The company generally aims to maintain a three-month supply of on-hand inventory, with additional incremental purchases made due to recent supply chain challenges[88] Indebtedness This section outlines Orion's revolving credit facility, term loan, and compliance with debt covenants - The $25.0 million revolving credit facility matures on December 29, 2025, with $10.0 million drawn against an $18.3 million available borrowing base as of June 30, 2024[89] - Amendment No. 2 (April 22, 2024) added a $3.525 million mortgage loan facility secured by the company's headquarters and expanded eligible receivables for the borrowing base to include government receivables[91] - The credit agreement includes a springing minimum fixed cost coverage ratio and customary covenants, with the company in compliance as of June 30, 2024[90][91][49] Backlog This section reports Orion's backlog and its expected recognition as revenue - Backlog totaled $14.1 million as of June 30, 2024, down from $22.0 million at March 31, 2024[93] - Backlog is generally expected to be recognized as revenue within one year and does not include amounts for contracted maintenance services[93] Off-Balance Sheet Arrangements This section confirms that Orion has no off-balance sheet arrangements - The company has no off-balance sheet arrangements[94] Critical Accounting Policies and Estimates This section discusses Orion's critical accounting policies and management's ongoing re-evaluation of estimates - There were no material changes in the company's accounting policies for the quarter ended June 30, 2024[95] - Management re-evaluates estimates on an ongoing basis, including those related to revenue recognition, inventory valuation, stock-based compensation, and income taxes[95] Recent Accounting Pronouncements This section refers to Note 3 for a complete discussion of recent accounting pronouncements - For a complete discussion of recent accounting pronouncements, refer to Note 3 in the Condensed Consolidated Financial Statements[96] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section confirms no material changes to Orion's market risk exposures since March 31, 2024, as previously disclosed - There have been no material changes to the company's market risk exposures since March 31, 2024[98] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of Orion's disclosure controls and reports no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of Orion's disclosure controls and procedures as of June 30, 2024 - Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2024[99] Changes in Internal Control over Financial Reporting This section reports no material changes in internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting for the quarter ended June 30, 2024, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[100] PART II – OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits ITEM 1. LEGAL PROCEEDINGS Orion is involved in various legal proceedings, with no anticipated material adverse effect on future operations or financial condition - Orion is subject to various claims and legal proceedings arising in the ordinary course of business[102] - Management does not believe the final resolution of any such claims or legal proceedings will have a material adverse effect on Orion's future results of operations or financial condition[102] ITEM 1A. RISK FACTORS This section refers readers to the comprehensive discussion of risks and uncertainties in the Annual Report on Form 10-K and this 10-Q's MD&A - Readers are directed to Part I, Item 1A, 'Risk Factors' in the Annual Report on Form 10-K for the fiscal year ended March 31, 2024, for a discussion of risks and uncertainties[103] - Additional risks are discussed in Part I, Item 2, 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in this Form 10-Q[103] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section reports no unregistered sales of equity securities or use of proceeds for the period - There were no unregistered sales of equity securities and use of proceeds to report[104] ITEM 5. OTHER INFORMATION This section reports no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers during Q1 FY25 Rule 10b5-1 Trading Plans This section reports no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers during Q1 FY25 - No director or officer of Orion adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2024[104] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including loan agreement amendments, CEO/CFO certifications, and XBRL documents - Exhibit 10.1 includes Amendment No. 2 to Loan and Security Agreement, dated effective as of April 22, 2024[106] - Exhibits 31.1, 31.2, 32.1, and 32.2 include certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act rules and the Sarbanes-Oxley Act[106] - Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE are Inline XBRL documents[106] SIGNATURE This section contains the official signature of Orion Energy Systems, Inc. by its Chief Financial Officer, certifying the report filing - The report was duly signed on behalf of Orion Energy Systems, Inc. by J. Per Brodin, Chief Financial Officer, on August 7, 2024[108]