8-K
0001409375false00014093752023-11-072023-11-07

 

 

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):

 

November 7, 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 November 7, 2023, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2023 year ended September 30, 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 November 7, 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: November 7, 2023

By: /s/ J. Per Brodin

J. Per Brodin

Chief Financial Officer

 

 

3


EX-99.1

 

EXHIBIT 99.1

https://cdn.kscope.io/87aac80a66795adb08c82c93888b3be5-img223458250_0.jpg 

 

LED Lighting, Maintenance and EV Charging Solutions Provider Orion’s

Q2’24 Revenue Rose 17% to $20.6M; Maintains 30% Revenue Growth Outlook for FY 2024

Manitowoc, WI – November 7, 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 2024 second quarter (Q2’24) ended September 30, 2023. Orion will hold an investor call today at 10:00 a.m. ET – details below.

Q2 Financial Summary

Prior Three Quarters

$ in millions except
per share figures

Q2’24

Q2’23

Change

Q1’24

Q4’23

Q3'23

Revenue

$20.6

$17.6

$3.0

$17.6

$21.6

$20.3

Gross Profit

$4.6

$4.4

$0.1

$3.2

$4.7

$4.8

Gross Profit %

22.2%

25.3%

(306 bps)

18.0%

21.9%

23.6%

Net Loss (1)

($4.4)

($2.3)

($2.1)

($6.6)

($5.1)

($24.1)

Net Loss per share (1)

($0.14)

($0.07)

($0.07)

($0.21)

($0.16)

($0.75)

Adjusted EBITDA (2)

($2.2)

($1.5)

($0.7)

($4.4)

($1.6)

($1.6)

Cash & Equivalents

$4.0

$12.5

($8.5)

$8.2

$16.0

$8.1

(1) Q3’23 Net Loss & EPS reflect $17.8M non-cash charge recording a valuation allowance against Deferred Tax Assets. Q2’24, Q1’24, Q4’23 and Q3’23 also include $1.1M, $1.1M, $2.5M and $1.5M of earnout expense related to the Voltrek acquisition, respectively.

(2) See Adjusted EBITDA reconciliation below.

 

Financial Highlights

EV charging solutions revenue rose to $3.4M in Q2’24 vs. $1.2M in Q1’24 and no revenue in the year ago quarter prior to the acquisition of Voltrek. The business has made solid strides building out its national team and growing a pipeline of significant EV opportunities which position it for continued growth in the second half of fiscal 2024.
Maintenance services revenue rose 5% to $3.6M in Q2’24 vs. $3.4M in Q2’23 and decreased slightly vs. $3.8M in Q1’24, benefiting from a new 3-year agreement to provide preventative lighting maintenance services for a customer’s approximately 2,000 retail locations nationwide. Management has renegotiated pricing on three of its four most significant legacy contracts, which in the wake of rising costs were no longer profitable.
LED Lighting revenue increased to $13.6M in Q2’24 vs. $12.6M in Q1’24 and decreased slightly vs. $14.1M in Q2’23 as larger projects for national customers began to engage near the end of Q2’24. LED projects that began ramping in Q2’24 and are expected to make material contributions to the balance of FY 2024 include a $9.6M European retrofit project for the Department of Defense (DoD); an outdoor lighting project for Orion’s largest customer; and an LED lighting project in the warehouse/logistics sector, among others. Additionally,

 

 


 

Orion anticipates continued growth from its Energy Service Company (ESCO) and electrical contractor distribution channels.
Orion closed Q2’24 with $12.9M of financial liquidity, comprised of $4.0M of cash and cash equivalents and $8.9M net availability on its credit facility.

CEO Commentary

Orion CEO Mike Jenkins commented, “Q2 revenue grew 17% both sequentially and year-over-year, reflecting increasing activity across our businesses which should accelerate meaningfully over the balance of FY’24. Our Voltrek EV charging solutions revenue rose to $3.4M, reflecting the benefits of investments we have made to position it for accelerating growth and an expanded national reach. Our maintenance services business delivered year-over-year growth, benefiting from a new 3-year agreement with Orion’s largest customer. We also commenced installation activity for our $9.6M turnkey LED lighting retrofit contract for the DoD in Europe, which we expect to be substantially completed this fiscal year.

“Within our lighting business, we have several other larger retrofit projects anticipated for this year, including a large project for a global technology customer. We also expect continued growth within our Energy Service Company (ESCO) and electrical contractor distribution businesses over the balance of FY’24. To enhance our reach in these markets, we recently launched several new products featuring Orion’s industry leading quality, design, and energy efficiency that are competitively positioned in the value segment of the new construction and retrofit markets. These include our new TritonProTM LED retrofit high-bay lighting fixtures, as well as our new Harris exterior LED lighting products. Initial feedback has been strong and to date we have achieved over $1.0M in revenue from these products and are seeing increasing market interest.

“Our maintenance services business also delivered year-over-year revenue growth though we continue to face profitability headwinds due to pricing on certain Stay-Lite legacy contracts which are no longer profitable due to a range of recent inflationary cost impacts. We are committed to returning this business to a solid margin profile, even if it requires that we allow certain contracts to expire, if we can’t get realistic pricing.

“Orion continues to differentiate its product and service offerings from the competition with a combination of industry leading service, product quality and energy efficiency. Our high-value solutions, significant return on investment profile, technical expertise and industry leading customer service have enabled us to develop a growing base of long-term customer relationships across multiple vertical markets through our go to market models of turnkey, ESCO and agent / distribution partners.

“Over the past two years we have diversified our business into new complementary areas including maintenance services and EV charging solutions to provide even greater value to customers. These new capabilities provide new avenues for growth through a range of cross selling opportunities across our expanded customer base.

“We have already secured projects leveraging our maintenance and EV charging solutions to create new revenue opportunities with existing customers, and we believe these synergies offer substantial future revenue potential going forward. In summary, our expanded array of solutions is expected to deliver meaningful growth in FY’24, and we believe we are well positioned to build on that platform in the years to come.”

Business Outlook

Orion continues to expect FY 2024 revenue growth of 30% or more to approximately $100M, with the bulk of the increase occurring in the second half of the year.
EV is anticipated to strengthen in 2H FY24 due to increased project activation and equipment sales through partners.

 

 


 

LED lighting growth is also anticipated in 2H FY’24 from a range of large national account projects currently underway or anticipated over the balance of the fiscal year. These include the balance of the $9.6M DoD European retrofit project; an outdoor lighting project for Orion’s largest customer; and continued ramp from projects for a large warehouse/logistics sector customer.

Financial Results

Orion’s Q2’24 revenue was $20.6M vs. $17.6M in Q2’23, mainly reflecting the addition of Voltrek and maintenance revenue growth, partially offset by lower lighting revenues. Lighting segment volume primarily reflects the variable timing of larger LED lighting projects. Several larger projects commenced and began to ramp in Q2’24, including the European DoD project and a large outdoor lighting project.

Gross profit improved to $4.6M, compared to $4.4M in Q2’23, despite a decline in gross profit percentage to 22.2% versus 25.3%. Orion was able to improve the Q2’24 gross profit percentage on products to 30.1% from 27.6%, benefitting from higher-margin new product sales and the impact of higher overall sales volume on fixed cost absorption. However, Q2’24 gross margin on services was -2.4% vs. 18.8% a year ago, reflecting the impact of inflationary pressures on legacy, multi-year fixed price maintenance services contracts. Certain of Stay-Lite’s contracts have pricing that is insufficient to absorb cost increases that have occurred since 2021. Orion is working to implement price increases to reflect the current environment for new and existing contracts as they renew. These initial steps drove a sequential increase in service margin in Q2’24 from -11.2% in Q1’24. Orion is committed to adjusting maintenance contract pricing and returning the segment to gross profit margins more in line with the overall company, even if this requires not renewing unprofitable contacts.

Total operating expenses increased to $8.7M in Q2’24 from $7.4M in the prior-year period, primarily due to $1.5M of increased SG&A expenses reflecting the addition of Voltrek operations. Voltrek operating expenses included $1.1M of expense related to the earnout accrual and $0.2M of intangible amortization in Q2’24.

Orion’s Q2’24 net loss was ($4.4M), or ($0.14) per share, including the $1.1M earnout accrual associated with Voltrek vs. a net loss of ($2.3M), or ($0.07) per share in the prior-year period.

 

Balance Sheet and Cash Flow

Orion ended Q2’24 with $45.3M of current assets, including $4.0M of cash and cash equivalents, $16.1M of accounts receivables, and $20.2M of inventory. Net of current liabilities, working capital was $16.2M. Orion had financial liquidity of $12.9M at the close of Q2’24, reflecting its cash position plus $8.9M of net credit facility availability. Orion had $10.0M of borrowings outstanding on its credit facility at quarter end.

Orion used cash of $4.0M in operating activities in Q2’24, reflecting operating results and a $1.5M earnout payment, partially offset by positive working capital inflows. Orion believes it is in a good position to fund its operations and growth objectives across each of its business segments.

Webcast/Call Detail

Date / Time: Tuesday, November 7th at 10:00 a.m. ET

Live Call Registration: https://register.vevent.com/register/BId0bbd47c7d8a45ebac4be8fb6a17e4ee

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/9m58j8sn

 

 


 

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.gov or at http://investor.oriones.com in the Investor Relations section of our Website.

Twitter: @OrionLighting and @OrionLightingIR

StockTwits: @Orion_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)

 

 

 

September 30, 2023

 

 

March 31, 2023

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,025

 

 

$

15,992

 

Accounts receivable, net

 

 

16,117

 

 

 

13,728

 

Revenue earned but not billed

 

 

1,827

 

 

 

1,320

 

Inventories, net

 

 

20,160

 

 

 

18,205

 

Prepaid expenses and other current assets

 

 

3,153

 

 

 

1,116

 

Total current assets

 

 

45,282

 

 

 

50,361

 

Property and equipment, net

 

 

10,368

 

 

 

10,470

 

Goodwill

 

 

1,484

 

 

 

1,484

 

Other intangible assets, net

 

 

5,464

 

 

 

6,004

 

Other long-term assets

 

 

3,232

 

 

 

3,260

 

Total assets

 

$

65,830

 

 

$

71,579

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Accounts payable

 

$

15,561

 

 

$

13,405

 

Accrued expenses and other

 

 

11,612

 

 

 

10,552

 

Deferred revenue, current

 

 

1,864

 

 

 

480

 

Current maturities of long-term debt

 

 

12

 

 

 

17

 

Total current liabilities

 

 

29,049

 

 

 

24,454

 

Revolving credit facility

 

 

10,000

 

 

 

10,000

 

Long-term debt, less current maturities

 

 

 

 

 

3

 

Deferred revenue, long-term

 

 

451

 

 

 

489

 

Other long-term liabilities

 

 

3,690

 

 

 

3,384

 

Total liabilities

 

 

43,190

 

 

 

38,330

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, no par value: Shares authorized: 200,000,000 at
   September 30, 2023 and March 31, 2023; shares issued: 41,973,543 at
   September 30, 2023 and 41,767,092 at March 31, 2023; shares outstanding:
   32,503,320 at September 30, 2023 and 32,295,408 at March 31, 2023

 

 

 

 

 

 

Additional paid-in capital

 

 

161,321

 

 

 

160,907

 

Treasury stock, common shares: 9,470,223 at September 30, 2023
and 9,471,684 at March 31, 2023

 

 

(36,235

)

 

 

(36,237

)

Retained deficit

 

 

(102,446

)

 

 

(91,421

)

Total shareholders’ equity

 

 

22,640

 

 

 

33,249

 

Total liabilities and shareholders’ equity

 

$

65,830

 

 

$

71,579

 

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

 

Three Months Ended September 30,

 

 

Six Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Product revenue

 

$

15,588

 

 

$

12,833

 

 

$

29,259

 

 

$

26,316

 

Service revenue

 

 

4,998

 

 

 

4,727

 

 

 

8,940

 

 

 

9,150

 

Total revenue

 

 

20,586

 

 

 

17,560

 

 

 

38,199

 

 

 

35,466

 

Cost of product revenue

 

 

10,897

 

 

 

9,287

 

 

 

20,956

 

 

 

19,672

 

Cost of service revenue

 

 

5,120

 

 

 

3,838

 

 

 

9,503

 

 

 

7,805

 

Total cost of revenue

 

 

16,017

 

 

 

13,125

 

 

 

30,459

 

 

 

27,477

 

Gross profit

 

 

4,569

 

 

 

4,435

 

 

 

7,740

 

 

 

7,989

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

5,040

 

 

 

3,945

 

 

 

10,779

 

 

 

7,699

 

Acquisition related costs

 

 

3

 

 

 

333

 

 

 

56

 

 

 

347

 

Sales and marketing

 

 

3,312

 

 

 

2,649

 

 

 

6,608

 

 

 

5,538

 

Research and development

 

 

382

 

 

 

451

 

 

 

862

 

 

 

965

 

Total operating expenses

 

 

8,737

 

 

 

7,378

 

 

 

18,305

 

 

 

14,549

 

Loss from operations

 

 

(4,168

)

 

 

(2,943

)

 

 

(10,565

)

 

 

(6,560

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

12

 

 

 

1

 

 

 

12

 

 

 

 

Interest expense

 

 

(192

)

 

 

(16

)

 

 

(368

)

 

 

(33

)

Amortization of debt issue costs

 

 

(25

)

 

 

(16

)

 

 

(49

)

 

 

(31

)

Interest income

 

 

 

 

 

 

 

 

2

 

 

 

 

Total other expense

 

 

(205

)

 

 

(31

)

 

 

(403

)

 

 

(64

)

Loss before income tax

 

 

(4,373

)

 

 

(2,974

)

 

 

(10,968

)

 

 

(6,624

)

Income tax expense

 

 

15

 

 

 

(643

)

 

 

57

 

 

 

(1,458

)

Net loss

 

$

(4,388

)

 

$

(2,331

)

 

$

(11,025

)

 

$

(5,166

)

Basic net loss per share attributable to
   common shareholders

 

$

(0.14

)

 

$

(0.07

)

 

$

(0.34

)

 

$

(0.17

)

Weighted-average common shares outstanding

 

 

32,502,566

 

 

 

31,330,030

 

 

 

32,424,623

 

 

 

31,240,475

 

Diluted net loss per share

 

$

(0.14

)

 

$

(0.07

)

 

$

(0.34

)

 

$

(0.17

)

Weighted-average common shares and share
   equivalents outstanding

 

 

32,502,566

 

 

 

31,330,030

 

 

 

32,424,623

 

 

 

31,240,475

 

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended September 30,

 

 

 

2023

 

 

2022

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(11,025

)

 

$

(5,166

)

Adjustments to reconcile net loss to net cash used in
operating activities:

 

 

 

 

 

 

Depreciation

 

 

707

 

 

 

663

 

Amortization of intangible assets

 

 

540

 

 

 

104

 

Stock-based compensation

 

 

415

 

 

 

987

 

Amortization of debt issue costs

 

 

47

 

 

 

31

 

Deferred income tax

 

 

 

 

 

(1,620

)

Loss on sale of property and equipment

 

 

45

 

 

 

10

 

Provision for inventory reserves

 

 

283

 

 

 

175

 

Provision for credit losses

 

 

190

 

 

 

20

 

Other

 

 

(2

)

 

 

117

 

Changes in operating assets and liabilities, net of acquisition:

 

 

 

 

 

 

Accounts receivable

 

 

(2,579

)

 

 

233

 

Revenue earned but not billed

 

 

(507

)

 

 

1,075

 

Inventories

 

 

(2,238

)

 

 

2,808

 

Prepaid expenses and other assets

 

 

(2,056

)

 

 

448

 

Accounts payable

 

 

2,154

 

 

 

(3,954

)

Accrued expenses and other

 

 

1,365

 

 

 

(2,486

)

Deferred revenue, current and long-term

 

 

1,346

 

 

 

(40

)

Net cash used in operating activities

 

 

(11,315

)

 

 

(6,595

)

Investing activities

 

 

 

 

 

 

Cash to fund acquisition, net of cash received

 

 

 

 

 

55

 

Purchases of property and equipment

 

 

(747

)

 

 

(442

)

Additions to patents and licenses

 

 

 

 

 

(10

)

Proceeds from sale of property, plant and equipment

 

 

100

 

 

 

 

Net cash used in investing activities

 

 

(647

)

 

 

(397

)

Financing activities

 

 

 

 

 

 

Payment of long-term debt

 

 

(7

)

 

 

(8

)

Proceeds from revolving credit facility

 

 

 

 

 

5,000

 

Payments of revolving credit facility

 

 

 

 

 

 

Payments to settle employee tax withholdings on stock-based compensation

 

 

 

 

 

(2

)

Proceeds from employee equity exercises

 

 

2

 

 

 

56

 

Net cash (used in) provided by financing activities

 

 

(5

)

 

 

5,046

 

Net decrease in cash and cash equivalents

 

 

(11,967

)

 

 

(1,946

)

Cash and cash equivalents at beginning of period

 

 

15,992

 

 

 

14,466

 

Cash and cash equivalents at end of period

 

$

4,025

 

 

$

12,520

 

 

 

 


 

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED EBITDA RECONCILIATION

(in thousands)

 

 

 

Three Months Ended

 

 

 

September 30, 2023

 

 

June 30, 2023

 

 

March 31, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

Net loss

 

$

(4,388

)

 

$

(6,637

)

 

$

(5,116

)

 

$

(24,059

)

 

$

(2,331

)

Interest

 

 

192

 

 

 

174

 

 

 

208

 

 

 

64

 

 

 

16

 

Taxes

 

 

15

 

 

 

42

 

 

 

45

 

 

 

19,391

 

 

 

(643

)

Depreciation

 

 

361

 

 

 

346

 

 

 

395

 

 

 

311

 

 

 

309

 

Amortization of intangible assets

 

 

274

 

 

 

266

 

 

 

280

 

 

 

269

 

 

 

52

 

Amortization of debt issue costs

 

 

25

 

 

 

24

 

 

 

26

 

 

 

16

 

 

 

16

 

EBITDA

 

 

(3,521

)

 

 

(5,785

)

 

 

(4,162

)

 

 

(4,008

)

 

 

(2,581

)

Stock-based compensation

 

 

227

 

 

 

188

 

 

 

177

 

 

 

448

 

 

 

733

 

Acquisition related costs

 

 

3

 

 

 

53

 

 

 

(75

)

 

 

493

 

 

 

333

 

Earnout expenses

 

 

1,125

 

 

 

1,125

 

 

 

2,500

 

 

 

1,500

 

 

 

 

Adjusted EBITDA

 

 

(2,166

)

 

 

(4,419

)

 

 

(1,560

)

 

 

(1,567

)

 

 

(1,515

)