8-K
false00014093750001409375000140937500014093752023-06-072023-06-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

 

June 6, 2023

 

 

 

 

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

Wisconsin

01-33887

39-1847269

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

 

2210 Woodland Drive, Manitowoc, Wisconsin, 54220

(Address of principal executive offices, including zip code)

 

(920) 892-9340

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the act:

Title of Each Class

 

Trading Symbol (s)

 

Name of Each Exchange on Which Registered

Common stock, no par value

 

OESX

 

The Nasdaq Stock Market LLC

(NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


 

Item 2.02 . Results of Operations and Financial Condition.

On June 6, 2023, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2023 year ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01(d) . Financial Statements and Exhibits.

 

 

Exhibit 99.1

Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated June 6, 2023

 

 

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ORION ENERGY SYSTEMS, INC.

Date: June 6, 2023

By: /s/ J. Per Brodin

J. Per Brodin

Chief Financial Officer

 

 

3


EX-99.1

 

EXHIBIT 99.1

https://cdn.kscope.io/f31b357d5d01cdd61d9b9169aeac8e09-img223458250_0.jpg 

 

LED Lighting, Maintenance and EV Charging Solutions Provider Orion

Reports FY 2023 Revenue of $77.4M and Reiterates FY 2024 30% Revenue Growth Outlook

Manitowoc, WI – June 6, 2023 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, maintenance services and electric vehicle (EV) charging station solutions, today reported results for its fiscal 2023 fourth quarter (Q4’23) and full year (FY 2023) ended March 31, 2023. Orion will hold an investor call today at 10:00 a.m. ET – details below.

Q4 Financial Summary

FY 2023 Financial Summary

$ in millions except
per share figures

Q4’23

Q4’22

Change

FY 2023

FY 2022

Change

Revenue

$21.6

$22.1

($0.5)

$77.4

$124.4

($47.0)

Gross profit

$4.7

$5.3

($0.6)

$17.5

$33.9

($16.4)

Gross profit %

21.9%

23.8%

(190 bps)

22.6%

27.3%

(470 bps)

Net (loss) (1)(2)

($5.1)

($1.2)

($3.9)

($34.3)

$6.1

($40.3)

Net (loss) per share (1)(2)

($0.16)

($0.04)

($0.12)

($1.08)

$0.19

($1.27)

Adjusted EBITDA (3)

($1.6)

($0.4)

($1.2)

($7.6)

$9.7

($17.3)

Cash & cash equivalents

$16.0

$14.5

$1.5

$16.0

$14.5

$1.5

(1) Q4’23 Net Loss and net loss per share reflect a $2.5M Voltrek earnout accrual.

(2) FY 2023 Net Loss and net loss per share reflect a $17.8M non-cash charge to record a valuation allowance against Deferred Tax Assets and a $4.0M Voltrek earnout accrual.

(3) See Adjusted EBITDA reconciliation below.

Financial Highlights

As expected, FY 2023 revenue of $77.4M declined from $124.4M in FY 2022, due primarily to lower revenue from the company’s largest customer and a global online retailer, as well as from delays in the start of certain large LED retrofit projects, some of which commenced in Q4’23 and Q1’24.
Orion grew FY 2023 revenue outside of its largest customer and a global online retailer by approximately 11% versus FY 2022. This performance reflected progress in diversifying Orion’s customer base and revenues across its LED Lighting, electrical maintenance, and EV charging solutions businesses.
Maintenance services revenue rose 152% to $14.6M in FY 2023 versus $5.8M in FY 2022.
EV charging solutions contributed initial revenue of $6.3M in Orion’s FY 2023 second half, reflecting the Voltrek acquisition in the first week of Q3’23.
Orion’s FY 2023 net loss of ($34.3M), or ($1.08) per share, included a $17.8M non-cash tax charge to record a valuation allowance against Deferred Tax Assets and a $4.0M accrual for the earnout associated with the Voltrek acquisition.

 

 


 

Orion closed FY 2023 with $23.2M of financial liquidity, comprised of $16.0M of cash and cash equivalents and $7.2M available on its credit facility.

CEO Commentary

Orion CEO Mike Jenkins commented, “Orion finished FY 2023 with our strongest quarter of the year and as our FY 2024 outlook suggests, we believe our business is poised for solid growth in the coming quarters.

“We believe Orion is now well positioned with a more diversified base of solutions and customers. Demand is being driven by the substantial cost savings and environmental benefits we deliver, as well as our deep expertise and proven ability to deliver complex turnkey product and service solutions to enterprises with hundreds or even thousands of locations.

“Our customers are increasingly challenged by the growing complexity of integrating LED lighting, controls and Internet of Things solutions, pressing new demands for EV charging infrastructure, and the technical expertise required to integrate and maintain these electrical systems.

“Building off our core expertise in lighting and controls, over the last two years Orion has diversified its business to include electrical maintenance solutions – both preventative and reactive – and also expanded into the rapidly growing market for commercial EV charging solutions. We are working to build out the national capabilities of these new businesses, both of which we expect to play an important role in our growth in FY 2024 and years to come.

“Orion’s maintenance services are an ideal complement to our LED lighting and EV charging businesses that should provide a growing base of annual recurring service revenue, as we build out our customer and service network. Demand for EV charging solutions is growing rapidly as enterprises of all types work to assess their current and future needs. Our Voltrek acquisition is off to a very strong start as the business delivered revenue of $6.3M in the second half of FY 2023, easily outpacing our goal of $3-$5M. We anticipate very substantial growth at Voltrek over the next several years and are working to leverage Orion’s national service and project management capabilities and reach in order to provide turnkey EV charging solutions across the country. We are already in dialogue with a growing base of large national accounts and expect to see the initial benefit of our investments in the second half of FY 2024.

“In summary, Orion’s mission is to help our customers achieve their energy efficiency and environmental goals. We approach this mission with a customer for life commitment, rooted in the highest levels of product and service quality available in the markets we serve. Our now diverse business portfolio of LED lighting, lighting and electrical maintenance, and EV charging solutions positions us as a trusted solution provider to our customers.”

 

Business Outlook

Orion continues to expect FY 2024 revenue growth of 30% or more to approximately $100M, with a greater proportion of revenue expected in the second half.
Orion’s FY 2024 revenue guidance is based on approximately $34M in aggregate revenue expected from maintenance services and EV charging solutions and the balance from LED lighting products and solutions, including national account projects, ESCO partners and distribution channel sales.

Financial Results

Orion’s Q4’23 revenue was $21.6M compared to $22.1M in Q4’22 and $20.3M in Q3’23, in line with expected year-end project activity. FY 2023 revenue decreased to $77.4M versus $124.4M in FY 2022, due primarily to the expected year-over-year decrease in activity with Orion’s largest customer and a global online retailer, as well as delays in the

 

 


 

activation of certain large LED lighting projects. Excluding Orion’s largest customer and a global online retailer, Orion was able to grow FY 2023 revenues from new and existing customers by $6.5M or 11% over FY 2022.

Gross profit was $4.7M in Q4’23, compared to $5.3M in Q4’22, and gross profit percentage was 21.9% in Q4’23 vs. 23.8% in Q4’22, principally due to changes in the product and services mix. FY 2023 Gross profit was $17.5M compared to $33.9M in FY 2022, primarily due to lower revenue and the impact of certain fixed costs on the gross profit percentage.

Total operating expenses increased to $9.6M in Q4’23 vs. $6.6M in Q4’22, primarily due to acquisition-related costs of $2.5M for earnout accrual and increased G&A expenses of $0.9M, reflecting the addition of Voltrek operations since Q3’22. Operating expenses were $33.5M in FY 2023, as compared to $25.5M in FY 2022, reflecting Voltrek acquisition costs of $4.8M, as well as higher G&A expenses (of $3.8M) related to Voltrek and Stay-Lite Lighting, which was acquired in Q4’22.

Orion reported a Q4’23 net loss of ($5.1M), or ($0.16) per share versus a Q4’22 net loss of ($1.2M), or ($0.04) per share, primarily reflecting higher operating expenses as discussed above. Orion reported a FY 2023 net loss of ($34.2M), or ($1.08) per share, versus FY 2022 net income of $6.1M, or $0.19 per share, reflecting a $17.8M non-cash valuation allowance charge against Deferred Tax Assets, as well as lower revenue and higher operating costs in FY 2023.

Balance Sheet and Cash Flow

Orion ended FY 2023 with $25.9M of working capital, including $16.0M of cash and cash equivalents and $18.2M of inventory. Orion’s year-end liquidity was $23.2M, including cash and $7.2M of availability on its credit facility. Orion had $10M of borrowings outstanding on its credit facility at year-end FY 2023.

Orion used cash of $2.3M in operating activities in FY 2023 with positive cash provided from operating activities in Q4’23, due to the timing of certain projects and strong cash receipts near fiscal year end. Orion plans to reduce LED lighting inventory by approximately [$5M] in the first half of FY 2024, reflecting a return to more normal supply chain conditions. Orion believes it is in good position to fund its operations and growth objectives across its business segments through FY 2024.

 

 

Webcast/Call Detail

Date / Time: Tuesday, June 6th at 10:00 a.m. ET

Live Call Registration: https://register.vevent.com/register/BIf70dbe2ab051455c9b10d19c39218029

Live call participants must pre-register using the URL above to receive the dial-in information. Simply re-register if you lose the dial-in or PIN.

Webcast / Replay: https://edge.media-server.com/mmc/p/zt4f6z4k

About Orion Energy Systems

Orion provides energy efficiency and clean tech solutions, including LED lighting and controls, maintenance services and electrical vehicle (EV) charging solutions. Orion specializes in turnkey design-through-installation solutions for large national customers, with a commitment to helping customers achieve their business and environmental goals with healthy, safe and sustainable solutions that reduce their carbon footprint and enhance business performance.

Orion is committed to operating responsibly throughout all areas of our organization. Learn more about our ESG priorities, goals and progress here or visit our website at www.orionlighting.com.

 

 


 

Non-GAAP Measures

In addition to the GAAP results included in this presentation, Orion has also included the non-GAAP measures, EBITDA (earnings before interest, taxes, depreciation and amortization), and Adjusted EBITDA (EBITDA adjusted for stock-based compensation, payroll tax credit, and acquisition expenses). The Company has provided these non-GAAP measures to help investors better understand its core operating performance, enhance comparisons of core operating performance from period to period and allow better comparisons of operating performance to its competitors. Among other things, management uses these non-GAAP measures to evaluate performance of the business and believes these measurements enable it to make better period-to-period evaluations of the financial performance of core business operations. The non-GAAP measurements are intended only as a supplement to the comparable GAAP measurements and Orion compensates for the limitations inherent in the use of non-GAAP measurements by using GAAP measures in conjunction with the non-GAAP measurements. As a result, investors should consider these non-GAAP measurements in addition to, and not in substitution for or as superior to, measurements of financial performance prepared in accordance with generally accepted accounting principles.

Consistent with Regulation G under the U.S. federal securities laws, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measures, and this reconciliation is located under the heading “Unaudited EBITDA Reconciliation” following the Unaudited Condensed Consolidated Statements of Cash Flows included in this press release.

 

Safe Harbor Statement

Certain matters discussed in this press release 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 generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe our future outlook, plans, expectations, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected, including, but not limited to, the following: (i) our ability to realize the anticipated benefits of the Voltrek acquisition; (ii) we may encounter substantial difficulties, costs and delays involved in integrating our operations with Voltrek’s business; (iii) disruption of management’s attention from ongoing business operations due to the Voltrek acquisition; (iv) our ability to manage general economic, business and geopolitical conditions, including the impacts of natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19 pandemic; (v) the deterioration of market conditions, including our dependence on customers' capital budgets for sales of products and services, and adverse impacts on costs and the demand for our products as a result of factors such as the COVID-19 pandemic and the implementation of tariffs; (vi) our ability to adapt and respond to supply chain challenges, especially related to shipping and logistics issues, component availability, rising input costs, and a tight labor market; (vii) our ability to recruit, hire and retain talented individuals in all disciplines of our company; (viii) our ability to successfully launch, manage and maintain our refocused business strategy to successfully bring to market new and innovative product and service offerings; (ix) potential asset impairment charges and/or increases on our deferred tax asset reserve; (x) our dependence on a limited number of key customers, and the potential consequences of the loss of one or more key customers or suppliers, including key contacts at such customers; (xi) our ability to identify and successfully complete transactions with suitable acquisition candidates in the future as part of our growth strategy; (xii) the availability of additional debt financing and/or equity capital to pursue our evolving strategy and sustain our growth initiatives; (xiii) our risk of potential loss related to single or focused exposure within the current customer base and product offerings; (xiv) our ability to achieve and sustain profitability and positive cash flows; (xv) our ability to differentiate our products in a highly competitive and converging market, expand our customer base and gain market share; (xvi) our ability to manage and mitigate downward pressure on the average selling prices of our products as a result of competitive pressures in the LED market; (xvii) our ability to manage our inventory and avoid inventory obsolescence in a rapidly evolving LED market; (xviii) our increasing reliance on third parties for the manufacture and development of products, product components, as well as the provision of certain

 

 


 

services; (xix) our increasing emphasis on selling more of our products through third party distributors and sales agents, including our ability to attract and retain effective third party distributors and sales agents to execute our sales model; (xx) our ability to develop and participate in new product and technology offerings or applications in a cost effective and timely manner; (xxi) our ability to maintain safe and secure information technology systems; (xxii) our failure to comply with the covenants in our credit agreement; (xxiii) our ability to balance customer demand and production capacity; (xxiv) our ability to maintain an effective system of internal control over financial reporting; (xxv) price fluctuations (including as a result of tariffs), shortages or interruptions of component supplies and raw materials used to manufacture our products; (xxvi) our ability to defend our patent portfolio and license technology from third parties; (xxvii) a reduction in the price of electricity; (xxviii) the reduction or elimination of investments in, or incentives to adopt, LED lighting or the elimination of, or changes in, policies, incentives or rebates in certain states or countries that encourage the use of LEDs over some traditional lighting technologies; (xxix) the cost to comply with, and the effects of, any current and future industry and government regulations, laws and policies; (xxx) potential warranty claims in excess of our reserve estimates; and (xxxi) the other risks described in our filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.govor at http://investor.oriones.com in the Investor Relations section of our Website.

 

Twitter: @OrionLighting and @OrionLightingIR

StockTwits: @Orion_LED_IR

###

Investor Relations Contacts

Per Brodin, CFO

William Jones; David Collins

Orion Energy Systems, Inc.

Catalyst IR

pbrodin@oesx.com

(212) 924-9800 or OESX@catalyst-ir.com

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

 

March 31,

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,992

 

 

$

14,466

 

Accounts receivable, net

 

 

13,728

 

 

 

11,899

 

Revenue earned but not billed

 

 

1,320

 

 

 

2,421

 

Inventories, net

 

 

18,205

 

 

 

19,832

 

Prepaid expenses and other current assets

 

 

1,116

 

 

 

2,631

 

Total current assets

 

 

50,361

 

 

 

51,249

 

Property and equipment, net

 

 

10,470

 

 

 

11,466

 

Goodwill

 

 

1,484

 

 

 

350

 

Other intangible assets, net

 

 

6,004

 

 

 

2,404

 

Deferred tax assets

 

 

 

 

 

17,805

 

Other long-term assets

 

 

3,260

 

 

 

3,543

 

Total assets

 

$

71,579

 

 

$

86,817

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Accounts payable

 

$

13,405

 

 

$

9,855

 

Accrued expenses and other

 

 

10,552

 

 

 

8,427

 

Deferred revenue, current

 

 

480

 

 

 

76

 

Current maturities of long-term debt

 

 

17

 

 

 

16

 

Total current liabilities

 

 

24,454

 

 

 

18,374

 

Revolving credit facility

 

 

10,000

 

 

 

 

Long-term debt, less current maturities

 

 

3

 

 

 

19

 

Deferred revenue, long-term

 

 

489

 

 

 

564

 

Other long-term liabilities

 

 

3,384

 

 

 

2,760

 

Total liabilities

 

 

38,330

 

 

 

21,717

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares
   at March 31, 2023 and 2022; no shares issued and outstanding at
   March 31, 2023 and 2022

 

 

 

 

 

 

Common stock, no par value: Shares authorized: 200,000,000 at
   March 31, 2023 and 2022; shares issued: 41,767,092 and
   40,570,909 at March 31, 2023 and 2022; shares outstanding:
   32,295,408 and 31,097,872 at March 31, 2023 and 2022

 

 

 

 

 

 

Additional paid-in capital

 

 

160,907

 

 

 

158,419

 

Treasury stock: 9,471,684 and 9,473,037 common shares at
   March 31, 2023 and 2022

 

 

(36,237

)

 

 

(36,239

)

Retained deficit

 

 

(91,421

)

 

 

(57,080

)

Total shareholders’ equity

 

 

33,249

 

 

 

65,100

 

Total liabilities and shareholders’ equity

 

$

71,579

 

 

$

86,817

 

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended March 31,

 

 

Twelve Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Product revenue

 

$

15,495

 

 

$

13,629

 

 

$

57,210

 

 

$

91,889

 

Service revenue

 

 

6,134

 

 

 

8,429

 

 

 

20,173

 

 

 

32,494

 

Total revenue

 

 

21,629

 

 

 

22,058

 

 

 

77,383

 

 

 

124,383

 

Cost of product revenue

 

 

11,827

 

 

 

10,525

 

 

 

42,979

 

 

 

65,249

 

Cost of service revenue

 

 

5,061

 

 

 

6,280

 

 

 

16,893

 

 

 

25,222

 

Total cost of revenue

 

 

16,888

 

 

 

16,805

 

 

 

59,872

 

 

 

90,471

 

Gross profit

 

 

4,741

 

 

 

5,253

 

 

 

17,511

 

 

 

33,912

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

3,804

 

 

 

2,943

 

 

 

15,487

 

 

 

11,680

 

Acquisition related costs

 

 

2,425

 

 

 

334

 

 

 

4,765

 

 

 

512

 

Sales and marketing

 

 

2,871

 

 

 

2,834

 

 

 

11,392

 

 

 

11,628

 

Research and development

 

 

478

 

 

 

532

 

 

 

1,852

 

 

 

1,701

 

Total operating expenses

 

 

9,578

 

 

 

6,643

 

 

 

33,496

 

 

 

25,521

 

(Loss) income from operations

 

 

(4,837

)

 

 

(1,390

)

 

 

(15,985

)

 

 

8,391

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

 

 

1

 

Interest expense

 

 

(242

)

 

 

(21

)

 

 

(339

)

 

 

(80

)

Amortization of debt issue costs

 

 

(26

)

 

 

(16

)

 

 

(73

)

 

 

(62

)

Interest income

 

 

34

 

 

 

 

 

 

34

 

 

 

 

Total other expense

 

 

(234

)

 

 

(37

)

 

 

(378

)

 

 

(141

)

(Loss) income before income tax

 

 

(5,071

)

 

 

(1,427

)

 

 

(16,363

)

 

 

8,250

 

Income tax expense (benefit)

 

 

45

 

 

 

(247

)

 

 

17,978

 

 

 

2,159

 

Net (loss) income

 

$

(5,116

)

 

$

(1,180

)

 

$

(34,341

)

 

$

6,091

 

Basic net (loss) income per share attributable to common shareholders

 

$

(0.16

)

 

$

(0.04

)

 

$

(1.08

)

 

$

0.20

 

Weighted-average common shares outstanding

 

 

32,293,937

 

 

 

31,084,710

 

 

 

31,703,712

 

 

 

31,018,356

 

Diluted net (loss) income per share

 

$

(0.16

)

 

$

(0.04

)

 

$

(1.08

)

 

$

0.19

 

Weighted-average common shares and share equivalents
   outstanding

 

 

32,293,937

 

 

 

31,234,925

 

 

 

31,703,712

 

 

 

31,294,573

 

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Fiscal Year Ended March 31,

 

 

 

2023

 

 

2022

 

Operating activities

 

 

 

 

 

 

Net (loss) income

 

$

(34,341

)

 

$

6,091

 

Adjustments to reconcile net income to net cash (used in)

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

Depreciation

 

 

1,369

 

 

 

1,327

 

Amortization of intangible assets

 

 

653

 

 

 

227

 

Stock-based compensation

 

 

1,612

 

 

 

813

 

Amortization of debt issue costs

 

 

73

 

 

 

62

 

Deferred income tax benefit

 

 

17,805

 

 

 

1,980

 

Loss (gain) on sale of property and equipment

 

 

27

 

 

 

(77

)

Provision for inventory reserves

 

 

628

 

 

 

623

 

Provision for bad debts

 

 

65

 

 

 

10

 

Other

 

 

96

 

 

 

26

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

(586

)

 

 

4,407

 

Revenue earned but not billed

 

 

1,426

 

 

 

851

 

Inventories

 

 

1,879

 

 

 

(420

)

Prepaid expenses and other assets

 

 

2,017

 

 

 

(888

)

Accounts payable

 

 

2,372

 

 

 

(8,125

)

Accrued expenses and other liabilities

 

 

2,285

 

 

 

(6,933

)

Deferred revenue, current and long-term

 

 

329

 

 

 

(87

)

Net cash (used in) operating activities

 

 

(2,291

)

 

 

(113

)

Investing activities

 

 

 

 

 

 

Cash to fund acquisitions, net of cash received

 

 

(5,600

)

 

 

(4,012

)

Cash paid for investment

 

 

 

 

 

(500

)

Purchase of property and equipment

 

 

(586

)

 

 

(518

)

Additions to patents and licenses

 

 

(9

)

 

 

(10

)

Proceeds from sales of property, plant and equipment

 

 

 

 

 

122

 

Net cash used in investing activities

 

 

(6,195

)

 

 

(4,918

)

Financing activities

 

 

 

 

 

 

Payment of long-term debt

 

 

(15

)

 

 

(14

)

Proceeds from revolving credit facility

 

 

10,000

 

 

 

 

Payment of revolving credit facility

 

 

 

 

 

 

Payments to settle employee tax withholdings on stock-based
   compensation

 

 

(2

)

 

 

(5

)

Debt issue costs

 

 

(29

)

 

 

(4

)

Net proceeds from employee equity exercises

 

 

58

 

 

 

127

 

Net cash provided by (used in) financing activities

 

 

10,012

 

 

 

104

 

Net increase (decrease) in cash and cash equivalents

 

 

1,526

 

 

 

(4,927

)

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED EBITDA RECONCILIATION

(in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

March 31, 2023

 

 

Dec. 31, 2022

 

 

March 31, 2022

 

 

March 31, 2023

 

 

March 31, 2022

 

Net (loss) income

 

$

(5,116

)

 

$

(24,059

)

 

$

(1,180

)

 

$

(34,341

)

 

$

6,091

 

Interest

 

 

208

 

 

 

64

 

 

 

21

 

 

 

305

 

 

 

80

 

Taxes

 

 

45

 

 

 

19,391

 

 

 

(247

)

 

 

17,978

 

 

 

2,159

 

Depreciation

 

 

395

 

 

 

311

 

 

 

391

 

 

 

1,369

 

 

 

1,327

 

Amortization of intangible assets

 

 

280

 

 

 

269

 

 

 

69

 

 

 

653

 

 

 

227

 

Amortization of debt issue costs

 

 

26

 

 

 

16

 

 

 

16

 

 

 

73

 

 

 

62

 

   EBITDA

 

$

(4,162

)

 

$

(4,008

)

 

$

(930

)

 

$

(13,963

)

 

$

9,946

 

Stock-based compensation

 

 

177

 

 

 

448

 

 

 

222

 

 

 

1,612

 

 

 

813

 

Payroll tax credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,587

)

Acquisition related expenses

 

 

2,425

 

 

 

1,993

 

 

 

334

 

 

 

4,765

 

 

 

512

 

  Adjusted EBITDA

 

$

(1,560

)

 

$

(1,567

)

 

$

(374

)

 

$

(7,586

)

 

$

9,684