0000950170-25-090385 | 10-K | XBRL Viewer

ACQUISITION (Tables) - Voltrek LLC

12 Months Ended

Mar. 31, 2025

Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price allocation for Voltrek:


(in thousands)	Opening Balance Sheet
Cash	$	416
Accounts receivable		1,363
Revenue earned but not billed		325
Inventory		880
Prepaid expenses and other current assets		39
Property and equipment		4
Goodwill		920
Other intangible assets		4,300
Other long-term assets		223
Accounts payable		(1,133	)
Accrued expenses and other		(286	)
Other long-term liabilities		(180	)
Net purchase consideration	$	6,871

Schedule of Intangible Assets Acquired at Date of Acquisition

The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	300		5
Vendor relationship	$	2,600		7
Customer relationships	$	1,400		3

INCOME TAXES

12 Months Ended

Mar. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13 — INCOME TAXES

The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024			2023
Current	$	35	$	46		$	97
Deferred		7		(5	)		17,881
Total	$	42	$	41		$	17,978

	2025		2024			2023
Federal, Current	$	—	$	—		$	—
Federal, Deferred		2		(1	)		14,557
Total Federal	$	2		(1	)		14,557
State, Current		35		46			97
State, Deferred		5		(4	)		3,324
Total State	$	40		42			3,421
Total	$	42	$	41		$	17,978

A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows:


	Fiscal Year Ended March 31,
	2025			2024			2023
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
State taxes, net		4.1	%		3.2	%		4.0	%
State tax credits, net		(0.2	)%		(0.2	)%		(1.9	)%
Federal tax credit		(0.5	)%		(0.4	)%		—	%
Change in valuation reserve		(23.7	)%		(22.7	)%		(131.3	)%
Permanent items		(0.9	)%		(0.8	)%		(1.0	)%
Change in tax contingency reserve		(0.1	)%		(0.1	)%		(0.1	)%
Equity compensation cancellations		—			(0.2	)%		(0.1	)%
State return to provision		0.1	%		0.1	%		(0.9	)%
Other, net		(0.2	)%		(0.3	)%		0.4	%
Effective income tax rate		(0.4	)%		(0.4	)%		(109.9	)%

The net deferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands):


	March 31,
	2025			2024
Deferred tax assets:
Inventory, accruals and reserves		742			737
Interest deduction carry-forward		495			248
Federal and state operating loss carry-forwards		22,332			20,515
Tax credit carry-forwards		1,367			1,459
Equity compensation		272			200
Deferred revenue		19			21
Lease liability		922			527
Intangible assets		1,871			1,296
Other		1,206			1,164
Total deferred tax assets		29,226			26,167
Valuation allowance		(28,149	)		(25,367	)
Deferred tax assets, net of valuation allowance		1,077			800

Deferred tax liabilities:
Lease ROU asset		(880	)		(442	)
Fixed assets		(276	)		(430	)
Total deferred tax liabilities		(1,156	)		(872	)

Total net deferred tax (liabilities) assets	$	(79	)	$	(72	)

For fiscal year ended March 31, 2025, Orion’s deferred tax assets were primarily the result of U.S. NOL and tax credit carryforwards. Orion recorded a valuation allowance of $28.1 million and $25.4 million against its net deferred tax asset balance as of March 31, 2025 and March 31, 2024, respectively, due to the uncertainty of its realization value in the future. For fiscal years ended March 31, 2025 and March 31, 2024, the valuation allowance against Orion’s deferred tax assets increased by $2.7 million, primarily due to the current and prior year book losses.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes.

As of March 31, 2025, Orion has federal NOL carryforwards of approximately $85.4 million, state NOL carryforwards of approximately $76.1 million, and foreign NOL carryforwards of approximately $0.7 million. Orion also had federal tax credit carryforwards of approximately $1.2 million and state tax credits of $0.2 million. All of Orion’s tax credit carryforwards and $126.0 million of its NOL carryforwards will begin to expire in varying amounts between 2025 and 2045. The remaining $36.2 million of its federal and state NOL carryforwards are not subject to time restrictions but may only be used to offset 80% of adjusted taxable income. Orion believes it is more likely than not that the benefit from its state credit carryforwards, foreign NOL carryforwards, federal credit carryforwards, and state loss carryforwards will not be realized. In recognition of this risk, Orion has provided a net valuation allowance of $28.1 million on the deferred tax assets related to these carryforwards.

Generally, a change of more than 50% in the ownership of Orion's stock, by value, over a three-year period constitutes an ownership change for federal income tax purposes as defined under Section 382 of the Internal Revenue Code. As a result, Orion's ability to use its net operating loss carryforwards, attributable to the period prior to such ownership change, to offset taxable income can be subject to limitations in a particular year, which could potentially result in increased future tax liability for Orion. There was no limitation of NOL carryforwards that occurred for fiscal 2025, fiscal 2024, or fiscal 2023.

Orion records its tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where Orion believes that a tax position is supportable for income tax purposes, the item is included in their income tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be affected by changing interpretations of laws, rulings by tax authorities, or the expiration of the statute of limitations.

Orion files income tax returns in the United States federal jurisdiction and in several state jurisdictions. The Company's federal tax returns for tax years beginning April 1, 2020 or later are open. For states in which Orion files state income tax returns, the statute of limitations is generally open for tax years beginning April 1, 2020 or later.

State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. Orion currently has no state income tax return positions in the process of examination, administrative appeals or litigation.

Uncertain tax positions

As of March 31, 2025, the balance of gross unrecognized tax benefits was approximately $0.2 million, all of which would affect Orion’s effective tax rate if recognized.

Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are included in the unrecognized tax benefits. Accrued interest and penalties for such unrecognized tax benefits as of March 31, 2025 and 2024 were $0.1 million. Orion had the following unrecognized tax benefit activity (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Unrecognized tax benefits as of beginning of fiscal year	$	237	$	225	$	215
Additions based on tax positions related to the current period positions		1		1		1
Additions for tax positions of prior years		10		11		9
Unrecognized tax benefits as of end of fiscal year	$	248	$	237	$	225

- Definition

The entire disclosure for income tax.

+ References

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+ Details

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Long-term debt
Total long-term debt	$ 10,324	$ 10,003
Less current maturities	(353)	(3)
Long-term debt, less current maturities	9,971	10,000
Revolving credit facility
Long-term debt
Revolving credit facility	7,000	10,000
Equipment debt obligations
Long-term debt
Total long-term debt	0	3
Term Loan
Long-term debt
Total long-term debt	$ 3,324	$ 0

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

PROPERTY AND EQUIPMENT

12 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7 — PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. Properties and equipment sold, or otherwise disposed of, are removed from the property and equipment accounts, with gains or losses on disposal credited or charged to income from operations.

Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets' carrying amount to determine if a write down to market value is required.

Property and equipment were comprised of the following (dollars in thousands):


	March 31, 2025			March 31, 2024
Land and land improvements	$	433		$	433
Buildings and building improvements		9,552			9,504
Furniture, fixtures and office equipment		7,886			7,941
Leasehold improvements		493			540
Equipment leased to customers		4,997			4,997
Plant equipment		11,011			11,142
Vehicles		464			959
Gross property and equipment		34,836			35,516
Less: accumulated depreciation		(26,810	)		(25,923	)
Total property and equipment, net	$	8,026		$	9,593

Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $1.3 million, $1.4 million and $1.4 million for the years ended March 31, 2025, 2024 and 2023, respectively.

Depreciable lives by asset category are as follows:


Land improvements		10-15 years
Buildings and building improvements		10-39 years
Furniture, fixtures and office equipment		2-10 years
Leasehold improvements		Shorter of asset life or life of lease
Equipment leased to customers under Power Purchase Agreements		20 years
Plant equipment		3-10 years
Vehicles		5-7 years

COMMITMENTS AND CONTINGENCIES	12 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 — COMMITMENTS AND CONTINGENCIES Purchase Commitments Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand. As of March 31, 2025, Orion had entered into $3.6 million of purchase commitments related primarily to inventory purchases. Orion expects the purchase commitments to be fulfilled during fiscal 2026. Retirement Savings Plan Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2025, 2024 and 2023, Orion made matching contributions of approximately $0.1 million, $0.2 million, and $0.2 million, respectively. Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its future results of operations.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 — COMMITMENTS AND CONTINGENCIES

Purchase Commitments

Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand. As of March 31, 2025, Orion had entered into $3.6 million of purchase commitments related primarily to inventory purchases. Orion expects the purchase commitments to be fulfilled during fiscal 2026.

Retirement Savings Plan

Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2025, 2024 and 2023, Orion made matching contributions of approximately $0.1 million, $0.2 million, and $0.2 million, respectively.

Litigation

Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its future results of operations.

PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Property and equipment
Gross property and equipment	$ 34,836	$ 35,516
Less: accumulated depreciation and amortization	(26,810)	(25,923)
Total property and equipment, net	8,026	9,593
Land and land improvements
Property and equipment
Gross property and equipment	433	433
Buildings and building improvements
Property and equipment
Gross property and equipment	9,552	9,504
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,886	7,941
Leasehold Improvements
Property and equipment
Gross property and equipment	493	540
Equipment leased to customers
Property and equipment
Gross property and equipment	4,997	4,997
Plant equipment
Property and equipment
Gross property and equipment	11,011	11,142
Vehicles
Property and equipment
Gross property and equipment	$ 464	$ 959

NET (LOSS) INCOME PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss (dollars in thousands)	$ (11,801)	$ (11,671)	$ (34,341)
Denominator:
Weighted-average common shares outstanding	32,829,470	32,486,240	31,703,712
Weighted-average effect of assumed conversion of stock options and restricted stock	0	0	0
Weighted-average common shares and share equivalents outstanding	32,829,470	32,486,240	31,703,712
Net (loss) income per common share: Basic
Basic net (loss) income per share attributable to common shareholders	$ (0.36)	$ (0.36)	$ (1.08)
Net (loss) income per common share: Diluted
Diluted net (loss) income per share	$ (0.36)	$ (0.36)	$ (1.08)

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Amortizable Intangible Assets

Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods:


Patents	10-17 years	Straight-line
Licenses	7-13 years	Straight-line
Customer relationships	5-8 years	Accelerated based upon the pattern of economic benefits consumed
Vendor relationships	5-8 years	Accelerated based upon the pattern of economic benefits consumed
Developed technology	8 years	Accelerated based upon the pattern of economic benefits consumed
Tradename	5-10 years	Straight-line

Summary of Estimated Amortization Expense

The estimated amortization expense for each of the next five years is shown below (dollars in thousands):


Fiscal 2026	$	725
Fiscal 2027		479
Fiscal 2028		442
Fiscal 2029		405
Fiscal 2030		219
Thereafter		119
	$	2,389

Amortization expense is set forth in the following table (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Amortization included in cost of sales:
Patents	$	171	$	99	$	107
Total	$	171	$	99	$	107
Amortization included in operating expenses:
Customer relationships	$	467	$	525	$	296
Vendor relationships		371		371		183
Tradename		60		90		67
Total		898		986		546
Total amortization of intangible assets	$	1,069	$	1,085	$	653

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	$ 1,069	$ 1,085	$ 653
Cost of product revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	171	99	107
Cost of product revenue \| Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	171	99	107
Operating Expenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	898	986	546
Operating Expenses [Member] \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	467	525	296
Operating Expenses [Member] \| Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	371	371	183
Operating Expenses [Member] \| Tradename [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	$ 60	$ 90	$ 67

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2025 USD ($) Customers Supplier Customer Financial_instituion	Mar. 31, 2024 USD ($) Customers Supplier Customer	Mar. 31, 2023 USD ($) Supplier Customer	Sep. 20, 2024 $ / shares
Concentration of Credit Risk and Other Risks and Uncertainties
Equity method investment at cost	$ 0.5
Impairment of equity method investment	0.0
Discretionary bonus payments, accrued expenses	$ 0.1
Share closing bid price \| $ / shares				$ 1
Number of financial institutions \| Financial_instituion	1
Number of supplier more than ten percent of cost of revenue \| Supplier	0	0	0
Number of customer more than ten percent of revenue \| Customer	1	1	1
Minimum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Inventory consideration usage	9 months
Maximum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Inventory consideration usage	12 months
Cost of revenue \| Supplier Concentration Risk \| Minimum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	10.00%	10.00%	10.00%
Revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	24.30%	25.20%	16.20%
Accounts Receivable \| Credit Concentration Risk
Concentration of Credit Risk and Other Risks and Uncertainties
Number of customer more than ten percent of accounts receivable \| Customers	1	2
Accounts Receivable \| Credit Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	13.00%	17.30%
Accounts Receivable \| Credit Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		11.70%
Deferred Bonus
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, accrued expenses		$ 0.2	$ 0.0

SEGMENT DATA (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Corporate and Other
Total assets	$ 52,463	$ 63,169
Operating Segments
Corporate and Other
Total assets	52,463	63,169
Operating Segments \| Lighting Segment
Corporate and Other
Total assets	20,646	25,911
Operating Segments \| Maintenance Segment
Corporate and Other
Total assets	4,384	8,827
Operating Segments \| EV Segment
Corporate and Other
Total assets	11,963	15,291
Operating Segments \| Corporate and Other (Member)
Corporate and Other
Total assets	$ 15,470	$ 13,140

- Definition

Amount of asset recognized for present right to economic benefit.

+ References

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+ Details

SUBSEQUENT EVENT

12 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 20 — SUBSEQUENT EVENT

Replacement of our CEO

On April 14, 2025, Michael Jenkins’ employment as the Chief Executive Officer was terminated by Orion with the Board appointing Sally A. Washlow as Orion’s new Chief Executive Officer, effective as of Mr. Jenkins’ termination date.

As a result of the termination Mr. Jenkins will receive approximately $633 thousand in severance and the acceleration of approximately 322 thousand restricted stock awards. Mr. Jenkins forfeited approximately 646 thousand performance shares along with approximately $170 thousand in tandem cash awards. Additionally, Mr. Jenkins forfeited restricted stock awards not vesting within two years from the termination date, which was a forfeiture of approximately 78 thousand shares. All expenses were recognized as of March 31, 2025 as they were estimable as of that date. The acceleration and forfeiture of shares were recognized as of the termination date, April 14, 2025.

On April 14, 2025, we entered into an Executive Employment and Severance Agreement with Ms. Washlow (the “Employment Agreement”). The Employment Agreement provides Ms. Washlow with the following compensation arrangements: (i) an annual base salary of $382,500, provided that if our other named executive officers’ base salaries are returned to their pre-reduction levels, then Ms. Washlow’s base salary will also be similarly adjusted up to $425,000; (ii) a target annual bonus of 100% (threshold 80% and maximum of 200%) of her base salary upon our relative achievement of executive incentive plan performance targets for each fiscal year; (iii) a special bonus of $100,000 if we achieve a stretch goal of $100 million in revenue for fiscal 2026; (iv) a cash signing bonus of $500,000, approximately $300,000 of was required to be used by Ms. Washlow to purchase shares of our common stock directly from us; (v) a pre-change of control severance multiplier of 1.5x and a post-change of control severance multiplier of 2.0x; (vi) on the 15th trading day after the Company announces its fiscal 2025 financial results, an initial equity grant consisting of a non-qualified stock option exercisable for a total of 500,000 shares of our common stock; and (vii) certain other benefits and perquisites. On May 29, 2025, our board and Ms. Washlow mutually agreed to defer Ms. Washlow’s cash signing bonus and related direct purchase of common stock for up to one year, with the timing of such cash signing bonus and related direct purchase of our common stock to be reviewed quarterly and mutually agreed upon by the compensation committee and Ms. Washlow.

Voltrek Earn-Out

On June 23, 2025, Orion entered into a binding term sheet (the “Term Sheet”) with Final Frontier, LLC (“Final Frontier”) and its owner, the prior owners of Voltrek, with respect to its remaining earn-out obligations owed to Final Frontier pursuant to our October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, Orion will pay Final Frontier $875,000 in full and final payment of its fiscal 2024 Voltrek acquisition earn-out obligations. Orion also agreed with Final Frontier to submit the final determination of our fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earn-out obligations to binding arbitration if not otherwise mutually agreed by the parties. Orion agreed to pay to Final Frontier the finally determined remaining earn-out amount as follows: (i)

$1.0 million in common stock issuable 14 trading days after Orion’s fiscal 2025 earnings announcement and (ii) the remaining amount pursuant to an anticipated senior subordinated second lien note maturing on July 15, 2027 (the “Senior Subordinated Note”). Orion agreed to pay monthly principal payments to Final Frontier on the anticipated Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through maturity. Orion will also pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025. Orion has the right to pay up to 20% of the remaining outstanding earn-out amount at maturity in shares of its common stock. The anticipated Senior Subordinated Note will be subordinated to Orion’s senior credit facilities with Bank of America and will be secured by a second lien on all of Orion’s assets. Orion and Final Frontier agreed to use their respective commercially reasonable best efforts to agree to final documentation further reflecting the terms and conditions set forth in the Term Sheet within 30 days of entering into the Term Sheet.

REVENUE

12 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 3 — REVENUE

Revenue Recognition

See Note 2 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies related to revenue recognition.

Contract Fulfillment Costs

Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of product revenue at the time revenue is recorded. See Note 5 – Inventories. Costs associated with installation sales are expensed as incurred.

Disaggregation of Revenue

The primary end-users of Orion’s lighting products and services are (a) the federal government, and (b) commercial or industrial companies.

The federal government obtains Orion products and services primarily through turnkey project sales that Orion makes to a select group of contractors who focus on the federal government. Revenues associated with government end-users are primarily included in the Orion lighting and EV segments.

Commercial or industrial end-users obtain Orion products and services through turnkey project sales or by purchasing products either direct from Orion or through distributors or energy service companies ("ESCOs"). Revenues associated with commercial and industrial end-users are included within each of Orion’s segments.

See Footnote 17 - Segment Data, for additional discussion concerning Orion’s reportable segments.

The following table provides detail of Orion’s total revenues for the year ended March 31, 2025, 2024, and 2023 (dollars in thousands):


	Year Ended March 31, 2025						Year Ended March 31, 2024						Year Ended March 31, 2023
	Product		Services		Total		Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting product and installation	$	39,247	$	7,659	$	46,906	$	50,229	$	10,783	$	61,012	$	46,500	$	7,088	$	53,588
Maintenance services		5,902		9,288		15,190		4,687		12,460		17,147		3,266		11,289		14,555
Electric vehicle charging		8,421		8,405		16,826		8,301		4,031		12,332		4,479		1,796		6,275
Solar energy-related revenues		17		—		17		28		—		28		—		—		—
Total revenues from contracts with customers		53,587		25,352		78,939		63,245		27,274		90,519		54,245		20,173		74,418
Revenue accounted for under other guidance (1)		781		—		781		62		—		62		2,965		—		2,965
Total revenue	$	54,368	$	25,352	$	79,720	$	63,307	$	27,274	$	90,581	$	57,210	$	20,173	$	77,383

(1) Revenue accounted for under other guidance is recognized as Product revenue in the consolidated statements of operations and includes $0.7 million, $0 and $2.8 million derived from sales-type leases for light fixtures for the fiscal years ended March 31, 2025, 2024, and 2023, respectively; $0, $0.1 million, and $0.1 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy for the fiscal years ended March 31, 2025, 2024, and 2023, respectively; and $0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities for the fiscal years ended March 31, 2025, 2024, and 2023.

Bill and hold revenue that had not shipped was $0.1 million and $0.8 million as of March 31, 2025 and 2024, respectively.

Cash Flow Considerations

Material only orders are short-term in nature generally having terms of significantly less than one year. We record revenue from these contracts when the customer obtains control of those goods, which is generally consistent with the payment due date. There is not a significant impact on the nature, amount, timing, and uncertainty of revenue or cash flows based on when control transfers.

Turnkey projects and repair services provided to commercial or industrial companies typically span between one week to three months. Customer payment requirements for these projects vary by contract. Some contracts provide for customer payments for products and services as they are delivered, other contracts specify that the customer will pay for the project in its entirety upon completion of the installation.

Turnkey projects where the end-user is the federal government typically span a three to six-month period. The contracts for these sales often provide for monthly progress payments equal to ninety percent (90%) of the value provided by Orion during the month.

Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments of the contract price, plus interest, over a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations. The portion of the transaction associated with the sale of the multiple individual light fixtures is accounted for as sales-type leases in accordance with the guidance for leases. Revenues associated with the sales-type leases are included in Product revenue and recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified.

The payments associated with these transactions that are due during the twelve months subsequent to March 31, 2025 are included in Accounts receivable, net in Orion’s Consolidated Balance Sheets. The remaining amounts due that are associated with these transactions are included in Long-term accounts receivable in Orion’s Consolidated Balance Sheets. As of March 31, 2025 and 2024, there were no such transactions included in Long-term accounts receivable.

The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable from the customer to a financial institution either during, or shortly after completion of, the installation period. Upon execution of the receivables purchase / sales agreement, all amounts due from the customer are included in Revenues earned but not billed on Orion’s Consolidated Balance Sheets until cash is received from the financial institution. The financial institution releases funds to Orion based on the customer’s monthly acknowledgment of the progress Orion has achieved in fulfilling its installation obligation. Orion provides the progress certifications to the financial institution one month in arrears.

The total amount received from the sales of these receivables during the twelve months ended March 31, 2025, 2024, and 2023 was $1.8 million, $0 and $6.3 million, respectively. Orion’s losses on these sales aggregated to $0.1 million, $0 and $0.1 million for the fiscal years ended March 31, 2025, 2024, and 2023, respectively, and are included in Interest expense in the Consolidated Statements of Operations.

Practical Expedients and Exemptions

Orion expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Sales and marketing expense. There are no other capitalizable costs associated with obtaining contracts with customers.

Orion’s performance obligations related to lighting fixtures and EV charging stations typically do not exceed nine months in duration. As a result, Orion has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value assigned to remaining performance obligations on contracts that have original expected durations of one year or less.

Orion also elected the practical expedient that permits companies to not disclose quantitative information about the future revenue when revenue is recognized as invoices are issued to customers for services performed.

Other than the turnkey projects which result in sales-type leases discussed above, Orion generally receives full payment for satisfied performance obligations in less than one year. Accordingly, Orion does not adjust revenues for the impact of any potential significant financing component as permitted by the practical expedients provided in ASC 606.

Contract Balances

A receivable is recognized when Orion has an enforceable right to payment in accordance with contract terms and an invoice has been issued to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date.

Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a common practice in Orion contracts for turnkey installations and repairs / replacement services. Once Orion has an unconditional right to consideration under these contracts, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. The change in contract assets is due to higher fiscal 2024 revenue and timing of project completions and invoicing.

Deferred revenue, current as of March 31, 2025, includes $0.4 million of contract liabilities which represent consideration received from customers on which installation has not yet begun or is partially complete and Orion has not fulfilled its contractual obligations. The amount of revenues recognized in the period that were included in the opening deferred revenue balances were $0.1 million, $0.5 million, and $0 for the years ended March 31, 2025, 2024, and 2023 respectively. This revenue consists primarily of work performed on previous billings to customers. The difference between the opening and closing balances of Orion's deferred revenue primarily results from the timing of Orion's billings in relation to the performance of work.

The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2025, and March 31, 2024 (dollars in thousands):


	March 31, 2025		March 31, 2024
Accounts receivable, net	$	12,845	$	14,022
Revenue earned but not billed (1)	$	2,908	$	4,539
Deferred revenue (2)	$	367	$	124

(1) Within the revenue earned not billed line on the condensed consolidated balance sheet, $0.4 million in fiscal 2025 is accounted for as a sales type lease under ASC 842, and therefore has been excluded from this table since it is not considered a "contract asset", which is an asset defined by ASC 606.

(2) Includes the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by ASC 606.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2026	$ 725
Fiscal 2027	479
Fiscal 2028	442
Fiscal 2029	405
Fiscal 2030	219
Thereafter	119
Amortized Intangible Assets, Net	$ 2,389	$ 3,452

REVENUE - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Disaggregation Of Revenue [Line Items]
Revenues	$ 79,720	$ 90,581	$ 77,383
Long-term accounts receivable	0	0
Proceeds from sale of revenue earned but not billed	1,800	0	6,300
Gain (loss) on sale of revenue earned but not billed	$ 100	0	100
Revenue, Practical Expedient, Financing Component [true false]	true
Revenue Recognized	$ 100	500	$ 0
Contract liabilities	400
Bill and Hold Revenue Had Not Shipped
Disaggregation Of Revenue [Line Items]
Revenues	$ 100	$ 800

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

ACCRUED EXPENSES AND OTHER (Tables)

12 Months Ended

Mar. 31, 2025

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses and Other

As of March 31, 2025 and March 31, 2024, Accrued expenses and other included the following (dollars in thousands):


	March 31, 2025		March 31, 2024
Accrued acquisition earn-out	$	3,263	$	875
Other accruals		2,180		1,854
Compensation and benefits		2,424		2,255
Credits due to customers		1,581		1,167
Accrued project costs		2,283		2,366
Warranty		449		552
Sales tax		273		219
Legal and professional fees		177		46
Sales returns reserve		98		106
Total	$	12,728	$	9,440

Changes in Warranty Accrual

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):


	March 31,
	2025			2024			2023
Beginning of year	$	725		$	646		$	860
Accruals		350			473			382
Warranty claims (net of vendor reimbursements)		(436	)		(394	)		(596	)
Ending balance	$	639		$	725		$	646

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 10,753	$ 11,379
Accumulated Amortization	(8,364)	(7,927)
Amortized Intangible Assets, Net	$ 2,389	3,452
Amortized Intangible Assets, Weighted Average Useful Life	4 years 10 months 24 days
Indefinite-lived Intangible Assets	$ 990	1,010
Other Intangible Assets, Gross Carrying Amount	11,743	12,389
Other Intangible Assets, Net	3,379	4,462
Trade name and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	990	1,010
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	1,895	2,521
Accumulated Amortization	(1,568)	(2,029)
Amortized Intangible Assets, Net	$ 327	492
Amortized Intangible Assets, Weighted Average Useful Life	8 years 7 months 6 days
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 58	58
Accumulated Amortization	(58)	(58)
Amortized Intangible Assets, Net	$ 0	0
Amortized Intangible Assets, Weighted Average Useful Life	0 years
Trade name and trademarks
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 300	300
Accumulated Amortization	(150)	(90)
Amortized Intangible Assets, Net	$ 150	210
Amortized Intangible Assets, Weighted Average Useful Life	2 years 6 months
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 5,000	5,000
Accumulated Amortization	(4,763)	(4,296)
Amortized Intangible Assets, Net	$ 237	704
Amortized Intangible Assets, Weighted Average Useful Life	6 months
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 2,600	2,600
Accumulated Amortization	(925)	(554)
Amortized Intangible Assets, Net	$ 1,675	2,046
Amortized Intangible Assets, Weighted Average Useful Life	4 years 6 months
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 900	900
Accumulated Amortization	(900)	(900)
Amortized Intangible Assets, Net	$ 0	$ 0
Amortized Intangible Assets, Weighted Average Useful Life	0 years

RESTRUCTURING EXPENSE BY SEGMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost And Reserve [Line Items]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses	Operating Expenses	Operating Expenses
Total restructuring charges	$ 1,048	$ 123	$ 0
Lighting
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	246	52	0
Maintenance
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	720	48	0
EV
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	14	0	0
Corporate and Other (Member)
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 68	$ 23	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

RESTRICTED SHARES (Schedule of Performance-Vesting Restricted Stock and Time Vesting-Restricted Stock) (Details)	12 Months Ended
	Mar. 31, 2025 $ / shares shares
Time Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding, beginning of the period (shares) \| shares	1,014,104
Shares issued (shares) \| shares	785,322
Shares vested (shares) \| shares	(430,164)
Shares forfeited (shares) \| shares	(37,668)
Shares outstanding, end of the period (shares) \| shares	1,331,594
Balance at March 31, 2024	$ 1.87
Weighted Average Fair Value Price Shares issued	1.05
Weighted Average Fair Value Price Shares vested	2.2
Weighted Average Fair Value Price Shares forfeited	0.99
Shares outstanding at March 31, 2025	1.3
Time Based Restricted Shares [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	0.74
Time Based Restricted Shares [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	$ 1.09
Performance Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding, beginning of the period (shares) \| shares	708,377
Shares issued (shares) \| shares	821,559
Shares vested (shares) \| shares	0
Shares forfeited (shares) \| shares	0
Shares outstanding, end of the period (shares) \| shares	1,529,936
Per share price on grant date	$ 1.09
Balance at March 31, 2024	1.66
Weighted Average Fair Value Price Shares issued	1.09
Weighted Average Fair Value Price Shares vested	0
Weighted Average Fair Value Price Shares forfeited	0
Shares outstanding at March 31, 2025	$ 1.43

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)	12 Months Ended
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2021	Aug. 31, 2010
Equity Class Of Treasury Stock [Line Items]
Employee stock purchase plan, shares authorized					2,500,000
Maximum amount limit for ESPP per employee					$ 20,000
Issuance of common stock in connection with acquisition	$ 0	$ 0	$ 800,000
Maximum [Member]
Equity Class Of Treasury Stock [Line Items]
Proceeds from issuance of debt or sale of equity securities			$ 100,000,000
Maximum [Member] \| At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Issuance of common stock in connection with acquisition				$ 50,000,000

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment were comprised of the following (dollars in thousands):


	March 31, 2025			March 31, 2024
Land and land improvements	$	433		$	433
Buildings and building improvements		9,552			9,504
Furniture, fixtures and office equipment		7,886			7,941
Leasehold improvements		493			540
Equipment leased to customers		4,997			4,997
Plant equipment		11,011			11,142
Vehicles		464			959
Gross property and equipment		34,836			35,516
Less: accumulated depreciation		(26,810	)		(25,923	)
Total property and equipment, net	$	8,026		$	9,593

Depreciable lives by asset category are as follows:


Land improvements		10-15 years
Buildings and building improvements		10-39 years
Furniture, fixtures and office equipment		2-10 years
Leasehold improvements		Shorter of asset life or life of lease
Equipment leased to customers under Power Purchase Agreements		20 years
Plant equipment		3-10 years
Vehicles		5-7 years

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Mar. 31, 2025	May 30, 2025	Sep. 30, 2024
Cover [Abstract]
Entity Registrant Name	Orion Energy Systems, Inc.
Entity Central Index Key	0001409375
Document Type	10-K
Document Period End Date	Mar. 31, 2025
Document Financial Statement Error Correction [Flag]	false
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity File Number	001-33887
Entity Tax Identification Number	39-1847269
Entity Address, Address Line One	2210 Woodland Drive
Entity Address, City or Town	Manitowoc
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54220
City Area Code	920
Local Phone Number	892-9340
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	WI
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Auditor Name	BDO USA, P.C.
Auditor Location	Milwaukee, WI
Auditor Firm ID	243
Entity Public Float			$ 28,196,921
Entity Common Stock, Shares Outstanding		33,305,699
Documents Incorporated by Reference	Portions of the Registrant's Proxy Statement for the 2025 Annual Meeting of Shareholders to be held on August 7, 2025 are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

SEGMENT DATA (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 79,720	$ 90,581	$ 77,383
Outside The United States in Germany [Member]
Segment Reporting Information [Line Items]
Total revenue	$ 1,800	$ 6,400	$ 200

- Definition

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+ Details

LONG-TERM DEBT (Tables)

12 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt including the revolving credit facility as of March 31, 2025 and 2024 consisted of the following (dollars in thousands):


	March 31,
	2025			2024
Revolving credit facility	$	7,000		$	10,000
Term loan	$	3,324		$	—
Equipment debt obligations		—			3
Total long-term debt		10,324			10,003
Less current maturities		(353	)		(3	)
Long-term debt, less current maturities	$	9,971		$	10,000

Schedule of Maturities of Long-Term Debt

Aggregate Maturities

As of March 31, 2025, aggregate maturities of long-term debt, including the revolving credit facility were as follows (dollars in thousands):


Fiscal 2026	$	353
Fiscal 2027		353
Fiscal 2028		9,618
	$	10,324

DESCRIPTION OF BUSINESS

12 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 — DESCRIPTION OF BUSINESS

Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion provides light emitting diode lighting systems, wireless Internet of Things enabled control solutions, project engineering, energy project management design, maintenance services and turnkey electric vehicle charging stations and related installation services to commercial and industrial businesses, and federal and local governments, predominantly in North America.

Orion’s corporate offices and leased primary manufacturing operations are located in Manitowoc, Wisconsin. Orion also leases office space in Jacksonville, Florida and Lawrence, Massachusetts.

RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Stock-based compensation
Total	$ 1,157	$ 950	$ 1,612
Cost of product revenue
Stock-based compensation
Total	7	5	4
General and administrative
Stock-based compensation
Total	1,111	923	1,596
Sales and marketing
Stock-based compensation
Total	31	17	8
Research and development
Stock-based compensation
Total	$ 8	$ 5	$ 4

REVENUE - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

12 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Mar. 31, 2023

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

$ 78,939

$ 90,519

$ 74,418

Revenue accounted for under other guidance

^[1]

781

2,965

Total revenue

79,720

90,581

77,383

Revenues

79,720

90,581

77,383

Product revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

53,587

63,245

54,245

Revenue accounted for under other guidance

^[1]

781

2,965

Total revenue

54,368

63,307

57,210

Revenues

54,368

63,307

57,210

Service revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

25,352

27,274

20,173

Revenue accounted for under other guidance

^[1]

Total revenue

25,352

27,274

20,173

Revenues

25,352

27,274

20,173

Lighting product and installation

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

46,906

61,012

53,588

Lighting product and installation | Product revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

39,247

50,229

46,500

Lighting product and installation | Service revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

7,659

10,783

7,088

Maintenance services

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

15,190

17,147

14,555

Maintenance services | Product revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

5,902

4,687

3,266

Maintenance services | Service revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

9,288

12,460

11,289

Electric vehicle charging

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

16,826

12,332

6,275

Electric vehicle charging | Product revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

8,421

8,301

4,479

Electric vehicle charging | Service revenue

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

8,405

4,031

1,796

Solar energy-related revenues

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

Disaggregation Of Revenue [Line Items]

Total revenues from contracts with customers

$ 0

[1]

Revenue accounted for under other guidance is recognized as Product revenue in the consolidated statements of operations and includes $0.7 million, $0 and $2.8 million derived from sales-type leases for light fixtures for the fiscal years ended March 31, 2025, 2024, and 2023, respectively; $0, $0.1 million, and $0.1 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy for the fiscal years ended March 31, 2025, 2024, and 2023, respectively; and $0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities for the fiscal years ended March 31, 2025, 2024, and 2023.

RESTRICTED SHARES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Sep. 20, 2024	Aug. 07, 2019	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,157	$ 950	$ 1,612
Total fair value of shares vested	900	$ 800	$ 1,000
Share Price				$ 1
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,200
Weighted average grant-date fair value (usd per share)	$ 1.07	$ 1.42	$ 2.16
Performance Vesting Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 0	$ 300	$ 0
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved shares for issuance to eligible participants (in shares)					6,000,000	3,500,000
Increase in number of common stock shares available for issuance					2,500,000
Number of shares available for grant	219,782

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Leases [Abstract]
Fiscal 2026	$ 803
Fiscal 2027	886
Total lease payments	4,242
Less: Interest	(619)
Present value of lease liabilities	$ 3,623	$ 2,111

GOODWILL AND OTHER INTANGIBLE ASSETS (Useful Lives) (Details)	12 Months Ended
	Mar. 31, 2025
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	17 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Licenses [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Licenses [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Customer relationships \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Customer relationships \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Vendor relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Vendor relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Trade name \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Trade name \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years

ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Mar. 31, 2025

Receivables [Abstract]

Accounts Receivable and Allowance for Doubtful Accounts Balances

Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands):


	2025			2024
Accounts receivable, gross	$	12,909		$	14,094
Allowance for credit losses		(64	)		(72	)
Accounts receivable, net	$	12,845		$	14,022

Schedule of Changes in Orion' s allowance for credit losses

Changes in Orion’s allowance for credit losses were as follows (dollars in thousands):


	Fiscal Year Ended March 31,
	2025			2024			2023
Beginning of period	$	(72	)	$	(86	)	$	(8	)
Reserve adjustment		14			—			(16	)
Credit loss/bad debt expense		(392	)		(170	)		(65	)
Write-off		386			184			3
End of period	$	(64	)	$	(72	)	$	(86	)

INCOME TAXES (Reconciliation of Tax Rates) (Details)	12 Months Ended
INCOME TAXES (Reconciliation of Tax Rates) (Details)	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
State taxes, net	4.10%	3.20%	4.00%
Change in valuation reserve	(23.70%)	(22.70%)	(131.30%)
Permanent items	(0.90%)	(0.80%)	(1.00%)
Change in tax contingency reserve	(0.10%)	(0.10%)	(0.10%)
Equity compensation cancellations	0.00%	(0.20%)	(0.10%)
Other, net	(0.20%)	(0.30%)	0.40%
Effective income tax rate	(0.40%)	(0.40%)	(109.90%)

NET (LOSS) INCOME PER COMMON SHARE (Tables)

12 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Summary of the Effect of Net (Loss) Income Per Common Share

Net (loss) income per common share is calculated based upon the following shares:


	Fiscal Year Ended March 31,
	2025			2024			2023
Numerator:
Net (loss) income (dollars in thousands)	$	(11,801	)	$	(11,671	)	$	(34,341	)
Denominator:
Weighted-average common shares outstanding		32,829,470			32,486,240			31,703,712
Weighted-average effect of assumed conversion of stock options and restricted stock		—			—			—
Weighted-average common shares and share equivalents outstanding		32,829,470			32,486,240			31,703,712
Net (loss) income per common share:
Basic	$	(0.36	)	$	(0.36	)	$	(1.08	)
Diluted	$	(0.36	)	$	(0.36	)	$	(1.08	)

Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net (Loss) Income per Common Share

The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period:


	March 31,
	2025		2024		2023
Time-Based Restricted Shares		1,331,594		1,014,104		612,819
Performance-Based Restricted Shares		1,529,936		708,377		130,635
Total		2,861,530		1,722,481		743,454

RESTRICTED SHARES (Tables)

12 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation

The following amounts of stock-based compensation expense for restricted shares were recorded (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Cost of product revenue	$	7	$	5	$	4
General and administrative (1)		1,111		923		1,596
Sales and marketing		31		17		8
Research and development		8		5		4
	$	1,157	$	950	$	1,612

(1) As discussed in Note 20 - Subsequent Event, the termination of Michael Jenkins on April 14, 2025, led to the acceleration of approximately $251 thousand in relation to approximately 322 thousand restricted shares. Mr. Jenkins forfeited approximately 646 thousand performance shares and approximately 78 thousand shares of restricted stock in connection with his termination. The expense was recognized as of March 31, 2025 as it was determined estimable. The shares were accelerated and forfeited as of the termination date, April 14, 2025.

Summary of performance-vesting restricted stock and time vesting-restricted stock

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Time-Based Restricted Shares					Performance-Based Restricted Shares
	Shares			Weighted Average Fair Value Price		Shares		Weighted Average Fair Value Price
Balance at March 31, 2024		1,014,104		$	1.87		708,377	$	1.66
Shares issued		785,322		$	1.05		821,559	$	1.09
Shares vested		(430,164	)	$	2.20		—		—
Shares forfeited		(37,668	)	$	0.99		—		—
Shares outstanding at March 31, 2025		1,331,594		$	1.30		1,529,936	$	1.43
Per share price on grant date	$0.74 - 1.09					$	1.09

Summary of Unrecognized Compensation Cost Related to Non-vested Awards

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2025 is expected to be recognized as follows (dollars in thousands):


Fiscal 2026	$	790
Fiscal 2027		511
Fiscal 2028		89
Total	$	1,390
Remaining weighted average expected years	0.9

INVENTORIES (Tables)

12 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Inventories

As of March 31, 2025 and 2024, Orion's inventory balances were as follows (dollars in thousands):


	Inventories
As of March 31, 2025
Raw materials and components	$	4,691
Work in process		286
Finished goods		6,415
Total	$	11,392
As of March 31, 2024
Raw materials and components	$	7,219
Work in process		267
Finished goods		10,760
Total	$	18,246

SEGMENT DATA (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Corporate and Other
Revenues	$ 79,720	$ 90,581	$ 77,383
Total cost of sales	59,484	69,670	59,872
Gross profit	20,236	20,911	17,511
Total operating expenses	30,832	31,735	33,496
Operating Income (Loss)	(10,596)	(10,824)	(15,985)
Other income (expense)	(1,163)	(806)	(378)
Loss before income tax	(11,759)	(11,630)	(16,363)
Product revenue
Corporate and Other
Revenues	54,368	63,307	57,210
Total cost of sales	37,319	44,466	42,979
Service revenue
Corporate and Other
Revenues	25,352	27,274	20,173
Total cost of sales	22,165	25,204	16,893
Operating Segments
Corporate and Other
Revenues	79,720	90,581	77,383
Total cost of sales		69,670
Gross profit	20,236	20,911	17,511
Total operating expenses	30,832	31,735	33,496
Operating Income (Loss)	(10,596)	(10,824)	(15,985)
Loss before income tax	(11,759)	(11,630)	(16,363)
Depreciation and Amortization	2,618	2,590	2,095
Capital Expenditures	99	837	586
Operating Segments \| Lighting Segment
Corporate and Other
Revenues	47,704	61,102	56,553
Total cost of sales	34,996	44,290	42,852
Gross profit	12,708	16,812	13,701
Total operating expenses	15,471	18,159	18,851
Operating Income (Loss)	(2,763)	(1,347)	(5,150)
Depreciation and Amortization	868	747	1,094
Capital Expenditures	26	92	71
Operating Segments \| Maintenance Segment
Corporate and Other
Revenues	15,190	17,147	14,555
Total cost of sales	12,422	16,399	12,175
Gross profit	2,768	748	2,380
Total operating expenses	3,956	6,271	4,601
Operating Income (Loss)	(1,188)	(5,523)	2,221
Depreciation and Amortization	386	453	317
Capital Expenditures	2	535	194
Operating Segments \| EV Segment
Corporate and Other
Revenues	16,826	12,332	6,275
Total cost of sales	12,066	8,981	4,845
Gross profit	4,760	3,351	1,430
Total operating expenses	7,116	4,914	5,588
Operating Income (Loss)	(2,356)	(1,563)	(4,158)
Depreciation and Amortization	1,083	979	465
Capital Expenditures	2	56	5
Operating Segments \| Corporate and Other (Member)
Corporate and Other
Total operating expenses	4,289	2,391	4,456
Operating Income (Loss)	(4,289)	(2,391)	(4,456)
Other income (expense)	(1,163)	(806)	(378)
Depreciation and Amortization	281	411	219
Capital Expenditures	69	154	316
Operating Segments \| Product revenue
Corporate and Other
Revenues	54,368	63,307	57,210
Operating Segments \| Product revenue \| Lighting Segment
Corporate and Other
Revenues	40,045	50,319	49,465
Operating Segments \| Product revenue \| Maintenance Segment
Corporate and Other
Revenues	5,902	4,687	3,266
Operating Segments \| Product revenue \| EV Segment
Corporate and Other
Revenues	8,421	8,301	4,479
Operating Segments \| Service revenue
Corporate and Other
Revenues	25,352	27,274	20,173
Operating Segments \| Service revenue \| Lighting Segment
Corporate and Other
Revenues	7,659	10,783	7,088
Operating Segments \| Service revenue \| Maintenance Segment
Corporate and Other
Revenues	9,288	12,460	11,289
Operating Segments \| Service revenue \| EV Segment
Corporate and Other
Revenues	$ 8,405	$ 4,031	$ 1,796

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 28,149	$ 25,367
Unrecognized tax benefits	248	237	$ 225	$ 215
Unrecognized tax benefits that would impact effective tax rate		200
Unrecognized tax benefits, accrued interest and penalties	$ 100	$ 100
Minimum
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	3 years
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	5 years
Tax Year 2024 to 2044 [Member]
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 126,000
Tax Not Subject To Time Restriction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	36,200
Domestic Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	85,400
Tax credit carryforwards	1,200
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	76,100
Tax credit carryforwards	200
Foreign Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 700

ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2025 USD ($)
Business Acquisition [Line Items]
Estimated Fair Value	$ 0
Trade name \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 300
Estimated Useful Life (Years)	5 years
Vendor relationship \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 2,600
Estimated Useful Life (Years)	7 years
Customer relationships \| Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,400
Estimated Useful Life (Years)	3 years

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2025	Mar. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (USD per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	42,470,231	42,038,967
Common stock, shares outstanding (in shares)	32,983,888	32,567,746
Treasury stock (in shares)	9,486,343	9,471,221

PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,344	$ 1,410	$ 1,369

ACCOUNTS RECEIVABLE

12 Months Ended

Mar. 31, 2025

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 4 — ACCOUNTS RECEIVABLE

Orion’s accounts receivable are due from companies in the commercial, governmental, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30-60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for credit losses based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands):


	2025			2024
Accounts receivable, gross	$	12,909		$	14,094
Allowance for credit losses		(64	)		(72	)
Accounts receivable, net	$	12,845		$	14,022

Changes in Orion’s allowance for credit losses were as follows (dollars in thousands):


	Fiscal Year Ended March 31,
	2025			2024			2023
Beginning of period	$	(72	)	$	(86	)	$	(8	)
Reserve adjustment		14			—			(16	)
Credit loss/bad debt expense		(392	)		(170	)		(65	)
Write-off		386			184			3
End of period	$	(64	)	$	(72	)	$	(86	)

REVENUE - Product Revenue (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 79,720	$ 90,581	$ 77,383
Light fixture sales-type lease \| Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues	700	0	2,800
Sale of tax credits \| Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues	0	100	100
Legacy solar facilities \| Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues	$ 100	$ 100	$ 100

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Paragraph 48
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Long-term Purchase Commitment [Line Items]
Discretionary company contributions to retirement savings plan	$ 0.1	$ 0.2	$ 0.2
Inventories
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 3.6

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2025	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expense	$ 1.3	$ 1.3
Other prepaid expense current	$ 0.6	$ 1.6

INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Deferred tax assets:
Inventory, accruals and reserves	$ 742	$ 737
Interest deduction carry-forward	495	248
Federal and state operating loss carry-forwards	22,332	20,515
Tax credit carry-forwards	1,367	1,459
Equity compensation	272	200
Deferred revenue	19	21
Lease liability	922	527
Intangible assets	1,871	1,296
Other	1,206	1,164
Total deferred tax assets	29,226	26,167
Valuation allowance	(28,149)	(25,367)
Deferred tax assets, net of valuation allowance	1,077	800
Deferred tax liabilities:
Lease ROU asset	(880)	(442)
Fixed assets	(276)	(430)
Total deferred tax liabilities	(1,156)	(872)
Total net deferred tax (liabilities) assets	$ (79)	$ (72)

RESTRICTED SHARES

12 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND RESTRICTED SHARES

NOTE 16 — RESTRICTED SHARES

At Orion’s 2023 annual meeting of shareholders, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 3,500,000 shares to 6,000,000 shares (an increase of 2,500,000 shares). As of March 31, 2025, the number of shares available for grant under the Amended 2016 Plan was 219,782.

The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to the Amended 2016 Plan, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; and no awards granted under the 2004 Plan remain outstanding. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan.

Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The Amended 2016 Plan also permits accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Orion historically granted stock options and restricted stock under the 2004 Plan. Orion did not issue stock options from fiscal 2015 through fiscal 2025 and instead has issued restricted stock.

Orion added performance conditions to a portion of the annual long-term incentive grants for Orion's executive compensation program. The performance-vesting restricted stock will vest to the extent Orion achieves revenue growth targets over a three-year period. Orion recognizes performance-vesting restricted stock expense ratably over the requisite service period based on the likelihood of meeting the performance conditions. As of March 31, 2025, 2024, and 2023 Orion recognized $0.0 million, $0.3 million, and $0.0 million in stock-based compensation expense for performance-vesting restricted stock, respectively.

The following amounts of stock-based compensation expense for restricted shares were recorded (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Cost of product revenue	$	7	$	5	$	4
General and administrative (1)		1,111		923		1,596
Sales and marketing		31		17		8
Research and development		8		5		4
	$	1,157	$	950	$	1,612

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Time-Based Restricted Shares					Performance-Based Restricted Shares
	Shares			Weighted Average Fair Value Price		Shares		Weighted Average Fair Value Price
Balance at March 31, 2024		1,014,104		$	1.87		708,377	$	1.66
Shares issued		785,322		$	1.05		821,559	$	1.09
Shares vested		(430,164	)	$	2.20		—		—
Shares forfeited		(37,668	)	$	0.99		—		—
Shares outstanding at March 31, 2025		1,331,594		$	1.30		1,529,936	$	1.43
Per share price on grant date	$0.74 - 1.09					$	1.09

During fiscal 2025, Orion recognized $1.2 million of stock-based compensation expense related to restricted shares.

As of March 31, 2025, 2024 and 2023, the weighted average grant-date fair value of restricted shares granted was $1.07, $1.42 and $2.16, respectively. The total fair value of shares vested during fiscal years ended March 31, 2025, 2024 and 2023 are $0.9 million, $0.8 million and $1.0 million, respectively.

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2025 is expected to be recognized as follows (dollars in thousands):


Fiscal 2026	$	790
Fiscal 2027		511
Fiscal 2028		89
Total	$	1,390
Remaining weighted average expected years	0.9

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
Accrued acquisition earn-out	$ 3,263	$ 875
Other accruals	2,180	1,854
Compensation and benefits	2,424	2,255
Credits due to customers	1,581	1,167
Accrued project costs	2,283	2,366
Warranty	449	552
Sales tax	273	219
Legal and professional fees	177	46
Sales returns reserve	98	106
Total	$ 12,728	$ 9,440

STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock, Shares	Common Stock, Additional Paid-in Capital	Treasury Stock	Retained Earnings (Deficit)
Shareholders' equity, beginning of period at Mar. 31, 2022	$ 65,100		$ 158,419	$ (36,239)	$ (57,080)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2022		31,097,872
Issuance of common stock for acquisition	800		800
Issuance of common stock for acquisition, share		620,067
Issuance of stock and shares for services	22		22
Issuance of stock and shares for services (shares)		12,848
Exercise of stock options for cash	54		54
Exercise of stock options for cash (shares)		26,646
Shares issued under Employee Stock Purchase Plan	4			4
Shares issued under Employee Stock Purchase Plan (shares)		2,274
Stock-based compensation	1,612		1,612
Stock-based compensation (shares)		536,622
Employee tax withholdings on stock-based compensation	(2)			(2)
Employee tax withholdings on stock-based compensation (shares)		(921)
Net loss (dollars in thousands)	(34,341)				(34,341)
Shareholders' equity, end of period at Mar. 31, 2023	33,249		160,907	(36,237)	(91,421)
Shareholders' equity, at end of period (shares) at Mar. 31, 2023		32,295,408
Issuance of stock and shares for services	12		12
Issuance of stock and shares for services (shares)		11,320
Shares issued under Employee Stock Purchase Plan	4			4
Shares issued under Employee Stock Purchase Plan (shares)		2,817
Stock-based compensation	950		950
Stock-based compensation (shares)		260,555
Employee tax withholdings on stock-based compensation	(2)			(2)
Employee tax withholdings on stock-based compensation (shares)		(2,354)
Net loss (dollars in thousands)	(11,671)				(11,671)
Shareholders' equity, end of period at Mar. 31, 2024	$ 22,542		161,869	(36,235)	(103,092)
Shareholders' equity, at end of period (shares) at Mar. 31, 2024		32,567,746
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2024	32,567,746
Shares issued under Employee Stock Purchase Plan	$ 2			2
Shares issued under Employee Stock Purchase Plan (shares)		1,932
Stock-based compensation	1,156		1,156
Stock-based compensation (shares)		431,264
Employee tax withholdings on stock-based compensation	(15)			(15)
Employee tax withholdings on stock-based compensation (shares)		(17,054)
Net loss (dollars in thousands)	(11,801)				(11,801)
Shareholders' equity, end of period at Mar. 31, 2025	$ 11,884		$ 163,025	$ (36,248)	$ (114,893)
Shareholders' equity, at end of period (shares) at Mar. 31, 2025		32,983,888

RESTRUCTURING EXPENSE (Tables)

12 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Costs

Orion's restructuring expense and other related costs for the 12 months ended March 31 2025, 2024 and 2023 are reflected within its consolidated statement of operations as follows (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Cost of product revenue	$	295	$	26	$	—
Cost of service revenue		176		48		—
General and administrative		442		28		—
Sales and marketing		26		21		—
Research and development		109		—		—
	$	1,048	$	123	$	—

ACQUISITION

12 Months Ended

Mar. 31, 2025

Business Combinations [Abstract]

ACQUISITION

NOTE 18 — ACQUISITION

Acquisition of Voltrek

Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider for a purchase price of $5.0 million in cash and $1.0 million of shares of common stock of Orion, subject to normal and customary closing adjustments of $0.9 million (the “Voltrek Acquisition”). In addition, depending upon the relative EBITDA growth of Voltrek’s business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $3.0 million, $3.5 million and $7.15 million, respectively, in earn-out payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and will be expensed over the course of the earn-out periods to the extent they are earned. As of March 31, 2025, Orion paid $3.0 million related to the fiscal 2023 earn-out opportunity and recorded $3.3 million to accrued expenses for the fiscal 2024, 2025, and cumulative earn-out opportunities. The Voltrek Acquisition was funded with cash and Orion shares. Voltrek operates as Voltrek, an Orion Energy Systems business. The Voltrek Acquisition leverages Orion’s project management and maintenance expertise into a rapidly growing sector.

Orion accounted for the Voltrek Acquisition as a business combination. Orion preliminarily allocated the purchase price of approximately $6.9 million to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The purchase price and closing adjustments were paid in cash and 620,067 shares of common stock with a total fair market value of $1.0 million, which was recorded in the opening balance sheet at fair value of $0.8 million, the discount on which is due to lock-up requirements on the shares.

The following table summarizes the purchase price allocation for Voltrek:


(in thousands)	Opening Balance Sheet
Cash	$	416
Accounts receivable		1,363
Revenue earned but not billed		325
Inventory		880
Prepaid expenses and other current assets		39
Property and equipment		4
Goodwill		920
Other intangible assets		4,300
Other long-term assets		223
Accounts payable		(1,133	)
Accrued expenses and other		(286	)
Other long-term liabilities		(180	)
Net purchase consideration	$	6,871

Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships.

The tradename intangible asset was valued using a relief from royalty method. The significant assumptions used include the estimated revenue and royalty rate, among other factors.

The vendor relationship intangible asset was valued using the income approach - excess earnings method. The significant assumptions include estimated revenue, cost of goods sold, and probability of renewal, among other factors.

The customer relationship intangible asset was valued using the income approach - with-and-without method. The significant assumptions include estimated cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, among other factors), and discount rate, reflecting the risks inherent in the future cash flow stream, among other factors.

The categorization of the framework used to measure fair value of the intangible assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life (Years)
Tradename	$	300		5
Vendor relationship	$	2,600		7
Customer relationships	$	1,400		3

Voltrek's post-acquisition results of operations since October 5, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Voltrek are included in the EV segment. See note 17 - Segments, for results.

Transaction costs related to the Voltrek Acquisition are recorded in acquisition related costs in the Consolidated Statements of Operations. Transaction costs totaled $0.1 million in the twelve months ending March 31, 2024 and $0.8 million in the twelve months ended March 31, 2023.

LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Product revenue	$ 781	$ 0	$ 2,818
Cost of product revenue	$ 785	$ 0	$ 2,771

PROPERTY AND EQUIPMENT (Useful Lives) (Details)	12 Months Ended
PROPERTY AND EQUIPMENT (Useful Lives) (Details)	Mar. 31, 2025
Property and equipment
Property Plant And Equipment Estimated Useful Lives	Shorter of asset life or life of lease
Land improvements \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Land improvements \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	15 years
Buildings and building improvements \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Buildings and building improvements \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	39 years
Furniture, fixtures and office equipment \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	2 years
Furniture, fixtures and office equipment \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Equipment leased to customers under Power Purchase Agreements
Property and equipment
Property, plant and equipment, useful life	20 years
Plant equipment \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	3 years
Plant equipment \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Vehicles \| Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	5 years
Vehicles \| Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	7 years

QUARTERLY FINANCIAL DATA (UNAUDITED) (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Selected Quarterly Financial Information [Abstract]
Deferred income tax benefit	$ 7	$ (5)	$ 17,881

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, net realizable value of inventory, allowance for credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2025. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are considered Level 2 and are reflected in the consolidated balance sheet at carrying value, which approximate fair value because the stated interest rates are similar to interest rates currently available to Orion for similar obligations.

Allowance for Credit Losses

Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. See Note 4 – Accounts Receivable for further discussion of the allowance for credit losses.

Inventory

Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. In determining the lower of cost or net realizable value, we consider assumptions such as business and economic conditions, expected demand for our products, changes in technology or customer requirements, recent historical sales activity (including usage in the preceding 9 to 12 months) and selling prices, as well as estimates of future selling prices. When the net realizable value of inventories exceeds the carrying value, Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value.

Incentive Plan

Orion’s human capital management and compensation committee annually approves an executive annual cash incentive program. Based upon the results for the fiscal years ended March 31, 2025, 2024, and 2023, Orion accrued approximately $0.1 million, $0.2 million and $0 million expense related to these programs, respectively.

Revenue Recognition

Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contract as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation.

If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. When the expected cost-plus margin approach is used to determine the estimated stand-alone selling price it is based on average historical margins for that performance obligation in contracts with similar customers.

Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue

for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction.

Revenue from a customer contract, which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project), is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices.

Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below:

•

when there is a legal transfer of ownership;

•

when the customer obtains physical possession of the products;

•

when the customer starts to receive the benefit of the products;

•

the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility;

•

whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility;

•

when each light fixture is physically installed and working correctly;

•

when the customer formally accepts the product; and

•

when Orion receives payment from the customer for the light fixtures.

Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract.

Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations.

Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows.

Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of

electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606.

During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model.

The sale of charging stations and related software subscriptions, renewals and extended warranty is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions, renewals and extended warranty, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer.

The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations.

From time to time, the EV segment enters into bill and hold arrangements, whereby the Company sells EV charging stations and the charging stations are warehoused at a Company location for a specified period of time in accordance with directions received from the Company's customers. Even though the charging stations are held at a Company location, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer. Additionally, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive -the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer.

See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the limited warranty it provides to customers for its products and services.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

Shipping and Handling Costs

Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue.

Research and Development

Orion expenses research and development costs as incurred. Amounts are included in the Consolidated Statement of Operations on the line item Research and development.

Income Taxes

Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the

temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2025 and 2024, Orion recognized a valuation allowance for all of its net deferred tax assets.

ASC 740, Income Taxes, also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits.

Stock Based Compensation

Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period.

Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 16 – Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors.

Acquisition Related Costs

Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs.

Concentration of Credit Risk and Other Risks and Uncertainties

Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances.

Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For fiscal 2025, 2024 and 2023, no supplier accounted for more than 10% of total cost of revenue.

In fiscal 2025, one customer accounted for 24.3% of revenue. In fiscal 2024, one customer accounted for 25.2% of total revenue. In fiscal 2023, one customer accounted for 16.2% of total revenue. The revenue from this customer is recorded in Orion's lighting and maintenance segments.

As of March 31, 2025, one customer accounted for 13.0% of accounts receivable. As of March 31, 2024, two customers accounted for 17.3% and 11.7% of accounts receivable.

Compliance with the Continued Listing Standards of the Nasdaq Capital Market (“NASDAQ”)

On September 20, 2024, the Company received written notice from NASDAQ that it was not in compliance with NASDAQ’s minimum bid price requirement for continued listing on NASDAQ, as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive trading days, and the Company was granted 180-calendar days, or until March 19, 2025 to regain compliance with the minimum bid price requirement. On March 19, 2025, the Company submitted a formal request to NASDAQ for an additional 180-calendar day period to regain compliance with the minimum bid price requirement and provided written notice to

NASDAQ that it intends to effectuate a reverse stock split during the additional compliance period if necessary to regain compliance with the minimum bid price requirement.

On March 20, 2025, the Company received a letter from NASDAQ notifying it that the Company was eligible for an additional 180-calendar day period, or until September 15, 2025, to regain compliance with the minimum bid price requirement. If the Company does not regain compliance by September 15, 2025, then NASDAQ will notify the Company of its determination to delist the Company’s common stock from trading on NASDAQ. Although the Company would have an opportunity to appeal the delisting determination to a hearings panel, under NASDAQ rules, the Company’s delisting from NASDAQ would be effective on or about September 16, 2025.

The Company intends to monitor the closing bid price of its common stock and likely will need to seek to effect a reverse stock split of the Company’s common stock to regain compliance with NASDAQ’s minimum bid price requirement by September 15, 2025 in order to avoid delisting. There can be no assurance that the Company will be able to regain compliance with NASDAQ’s minimum bid price requirement, even if it maintains compliance with the other NASDAQ listing requirements.

Recent Accounting Pronouncements

Changes to U.S. GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). Orion considers the applicability and impact of all ASUs.

Recently Adopted Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Orion adopted this standard on April 1, 2024 and adoption had no impact on the financial statements, only the accompanying footnotes. See Note 17, Segment Data, for the updated segment disclosures as a result of adopting this ASU.

Issued: Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which modifies the disclosure and presentation requirements relating to expenses shown on the income statement. The amendments in the update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1 . Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities. 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expense and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Movement in Standard Product Warranty Accrual
Beginning of year	$ 725	$ 646	$ 860
Accruals	350	473	382
Warranty claims (net of vendor reimbursements)	(436)	(394)	(596)
End of year	$ 639	$ 725	$ 646

ACQUISITION - Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Business Acquisition [Line Items]
Goodwill	$ 1,484	$ 1,484
Voltrek LLC \| Preliminary Opening Balance Sheet
Business Acquisition [Line Items]
Cash	416
Accounts receivable	1,363
Revenue earned but not billed	325
Inventory	880
Prepaid expenses and other current assets	39
Property and equipment	4
Goodwill	920
Other intangible assets	4,300
Other long-term assets	223
Accounts payable	(1,133)
Accrued expenses and other	(286)
Other long-term liabilities	(180)
Net purchase consideration	$ 6,871

ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands		12 Months Ended
ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands	Oct. 05, 2022	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024
Business Acquisition [Line Items]
Business combination, cash purchase price		$ 0	$ 0	$ 5,600
Value of Common Stock		0	0
Transaction costs			100	800
Customary closing adjustments	$ 900
Accrued expenses					$ 3,000
Voltrek LLC
Business Acquisition [Line Items]
Business combination, cash purchase price	5,000
Value of Common Stock	1,000
Recorded in opening balance sheet	800
Business combination additional earnout related purchase price		$ 7,150	$ 3,500	$ 3,000
Purchase price	$ 6,900

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2025
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, net realizable value of inventory, allowance for credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2025. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are considered Level 2 and are reflected in the consolidated balance sheet at carrying value, which approximate fair value because the stated interest rates are similar to interest rates currently available to Orion for similar obligations.
Allowance for Credit Losses	Allowance for Credit Losses Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. See Note 4 – Accounts Receivable for further discussion of the allowance for credit losses.
Inventory	Inventory Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. In determining the lower of cost or net realizable value, we consider assumptions such as business and economic conditions, expected demand for our products, changes in technology or customer requirements, recent historical sales activity (including usage in the preceding 9 to 12 months) and selling prices, as well as estimates of future selling prices. When the net realizable value of inventories exceeds the carrying value, Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value.
Incentive Plan	Incentive Plan Orion’s human capital management and compensation committee annually approves an executive annual cash incentive program. Based upon the results for the fiscal years ended March 31, 2025, 2024, and 2023, Orion accrued approximately $0.1 million, $0.2 million and $0 million expense related to these programs, respectively.
Revenue Recognition	Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contract as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation. If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. When the expected cost-plus margin approach is used to determine the estimated stand-alone selling price it is based on average historical margins for that performance obligation in contracts with similar customers. Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction. Revenue from a customer contract, which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project), is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices. Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below: • when there is a legal transfer of ownership; • when the customer obtains physical possession of the products; • when the customer starts to receive the benefit of the products; • the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility; • whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility; • when each light fixture is physically installed and working correctly; • when the customer formally accepts the product; and • when Orion receives payment from the customer for the light fixtures. Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract. Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions, renewals and extended warranty is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions, renewals and extended warranty, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer. The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. From time to time, the EV segment enters into bill and hold arrangements, whereby the Company sells EV charging stations and the charging stations are warehoused at a Company location for a specified period of time in accordance with directions received from the Company's customers. Even though the charging stations are held at a Company location, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer. Additionally, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive -the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer. See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the limited warranty it provides to customers for its products and services. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.
Research and Development	Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Consolidated Statement of Operations on the line item Research and development.
Income Taxes	Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2025 and 2024, Orion recognized a valuation allowance for all of its net deferred tax assets. ASC 740, Income Taxes, also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits.
Stock Based Compensation	Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 16 – Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For fiscal 2025, 2024 and 2023, no supplier accounted for more than 10% of total cost of revenue. In fiscal 2025, one customer accounted for 24.3% of revenue. In fiscal 2024, one customer accounted for 25.2% of total revenue. In fiscal 2023, one customer accounted for 16.2% of total revenue. The revenue from this customer is recorded in Orion's lighting and maintenance segments. As of March 31, 2025, one customer accounted for 13.0% of accounts receivable. As of March 31, 2024, two customers accounted for 17.3% and 11.7% of accounts receivable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Changes to U.S. GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). Orion considers the applicability and impact of all ASUs. Recently Adopted Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Orion adopted this standard on April 1, 2024 and adoption had no impact on the financial statements, only the accompanying footnotes. See Note 17, Segment Data, for the updated segment disclosures as a result of adopting this ASU. Issued: Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which modifies the disclosure and presentation requirements relating to expenses shown on the income statement. The amendments in the update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1 . Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities. 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expense and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. Orion is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

RESTRUCTURING EXPENSE

12 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

RESTRUCTURING EXPENSE

NOTE 19 - RESTRUCTURING EXPENSE AND OTHER RELATED COSTS

As part of Orion's restructuring effort, a further reduction in workforce was completed in the fourth quarter of fiscal 2025. Total severance expense for fiscal 2025 was approximately $595 thousand. In addition, an inventory write-off of approximately $197 thousand was recognized in the first quarter of fiscal 2025 for inventory related to a customer Orion no longer does business with due to the restructuring, along with a lease breakage fee of $125 thousand that occurred in the second quarter of fiscal 2025 due to the closing of the Pewaukee office. Orion's restructuring expense and other related costs for the 12 months ended March 31 2025, 2024 and 2023 are reflected within its consolidated statement of operations as follows (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Cost of product revenue	$	295	$	26	$	—
Cost of service revenue		176		48		—
General and administrative		442		28		—
Sales and marketing		26		21		—
Research and development		109		—		—
	$	1,048	$	123	$	—

Total restructuring expense and other related costs by segment was recorded as follows (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Segments:
Lighting	$	246	$	52	$	—
Maintenance		720		48		—
EV		14		—		—
Corporate and Other		68		23		—
	$	1,048	$	123	$	—

NET (LOSS) INCOME PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net (Loss) Income Per Common Share ) (Details) - shares	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	2,861,530	1,722,481	743,454
Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,331,594	1,014,104	612,819
Performance shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,529,936	708,377	130,635

INVENTORIES

12 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 5 — INVENTORIES

As of March 31, 2025 and 2024, Orion's inventory balances were as follows (dollars in thousands):


	Inventories
As of March 31, 2025
Raw materials and components	$	4,691
Work in process		286
Finished goods		6,415
Total	$	11,392
As of March 31, 2024
Raw materials and components	$	7,219
Work in process		267
Finished goods		10,760
Total	$	18,246

Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue.

INCOME TAXES (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits as of beginning of fiscal year	$ 237	$ 225	$ 215
Additions based on tax positions related to the current period positions	1	1	1
Additions/(reductions) for tax positions of prior years	10	11	9
Unrecognized tax benefits as of end of fiscal year	$ 248	$ 237	$ 225

SEGMENT DATA (Tables)

12 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Information

Corporate and other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results.


For the Year Ended March 31, 2025
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	40,045		$	5,902		$	8,421		$	—		$	54,368
Service revenue		7,659			9,288			8,405			—			25,352
Total revenue		47,704			15,190			16,826			—			79,720
Cost of Sales - Product		28,664			3,215			5,440			—			37,319
Cost of Sales - Service		6,332			9,207			6,626			—			22,165
Total cost of sales		34,996			12,422			12,066			—			59,484
Gross profit		12,708			2,768			4,760			—			20,236
Operating Expenses:
General and Administrative		6,083			3,075			5,423			3,427			18,008
Sales and Marketing		8,800			685			1,578			532			11,595
Research and Development		588			196			115			330			1,229
Total operating expenses		15,471			3,956			7,116			4,289			30,832
Operating loss		(2,763	)		(1,188	)		(2,356	)		(4,289	)		(10,596	)
Other Income (Expense):
Other income														62
Dividend and Interest Income														7
Interest Expense														(1,026	)
Amortization of Debt Issuance Cost														(206	)
Loss on Debt Extinguishment														—
Other income (expense)														(1,163	)
Earnings before tax													$	(11,759	)


For the Year Ended March 31, 2024
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	50,319		$	4,687		$	8,301		$	—		$	63,307
Service revenue		10,783			12,460			4,031			—			27,274
Total revenue		61,102			17,147			12,332			—			90,581
Cost of Sales - Product		36,490			2,339			5,637			-			44,466
Cost of Sales - Service		7,800			14,060			3,344			—			25,204
Total cost of sales		44,290			16,399			8,981			—			69,670
Gross profit		16,812			748			3,351			—			20,911
Operating Expenses:
General and Administrative		6,516			4,517			3,649			2,058			16,740
Impairment of assets		—			456			—			—			456
Sales and Marketing		10,813			928			1,146			101			12,988
Research and Development		809			359			102			225			1,495
Acquisition-Related		21			11			17			7			56
Total operating expenses		18,159			6,271			4,914			2,391			31,735
Operating loss		(1,347	)		(5,523	)		(1,563	)		(2,391	)		(10,824	)
Other Income (Expense):
Other income														39
Dividend and Interest Income														2
Interest Expense														(752	)
Amortization of Debt Issuance Cost														(95	)
Loss on Debt Extinguishment														—
Other income (expense)														(806	)
Earnings before tax													$	(11,630	)


For the Year Ended March 31, 2023
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	49,465		$	3,266		$	4,479		$	—		$	57,210
Service revenue		7,088			11,289			1,796			—			20,173
Total revenue		56,553			14,555			6,275			—			77,383
Cost of Sales - Product		37,897			1,850			3,232			—			42,979
Cost of Sales - Service		4,955			10,325			1,613			—			16,893
Total cost of sales		42,852			12,175			4,845			—			59,872
Gross profit		13,701			2,380			1,430			—			17,511
Operating Expenses:
General and Administrative		7,325			3,667			4,852			3,644			19,488
Sales and Marketing		9,990			665			634			103			11,392
Research and Development		1,028			299			66			459			1,852
Acquisition-Related		508			(30	)		36			250			764
Total operating expenses		18,851			4,601			5,588			4,456			33,496
Operating income (loss)		(5,150	)		(2,221	)		(4,158	)		(4,456	)		(15,985	)
Other Income (Expense):
Dividend and Interest Income														34
Interest Expense														(339	)
Amortization of Debt Issuance Cost														(73	)
Loss on Debt Extinguishment														—
Other income (expense)														(378	)
Earnings before tax														(16,363	)


	Depreciation and Amortization						Capital Expenditures
	For the year ended March 31,						For the year ended March 31,
(dollars in thousands)	2025		2024		2023		2025		2024		2023
Segments:
Lighting Segment	$	868	$	747	$	1,094	$	26	$	92	$	71
Maintenance Segment		386		453		317		2		535		194
EV Segment		1,083		979		465		2		56		5
Corporate and Other		281		411		219		69		154		316
	$	2,618	$	2,590	$	2,095	$	99	$	837	$	586


	Total Assets
(dollars in thousands)	March 31, 2025		March 31, 2024
Segments:
Lighting Segment	$	20,646	$	25,911
Maintenance Segment		4,384		8,827
EV Segment		11,963		15,291
Corporate and Other		15,470		13,140
	$	52,463	$	63,169

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Net
Raw materials and components	$ 4,691	$ 7,219
Work in process	286	267
Finished goods	6,415	10,760
Total	$ 11,392	$ 18,246

RESTRUCTURING EXPENSE (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Restructuring and Related Activities [Abstract]
Total restructuring charges	$ 1,048	$ 123	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (11,801)	$ (11,671)	$ (34,341)
Adjustments to reconcile net loss to net cash used in
Depreciation	1,344	1,410	1,369
Amortization of intangible assets	1,069	1,085	653
Stock-based compensation	1,157	950	1,612
Impairment on intangibles	0	456	0
Amortization of debt issue costs	206	95	73
Deferred income tax benefit	7	(5)	17,881
Impairment of property and equipment	20	69	0
Loss on sale of property and equipment	91	84	27
Provision for inventory reserves	552	562	628
Provision for credit losses/bad debts	378	170	65
Other	197	12	96
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	800	(464)	(586)
Revenue earned but not billed	1,189	(3,219)	1,426
Inventories	6,106	(603)	1,879
Prepaid expenses and other assets	2,324	(1,384)	2,017
Accounts payable	(5,078)	4,990	2,372
Accrued expenses and other liabilities	1,883	(2,334)	2,209
Deferred revenue, current and long-term	155	(295)	329
Net cash (used in) provided by operating activities	599	(10,092)	(2,291)
Investing activities
Cash to fund acquisitions, net of cash received	0	0	(5,600)
Purchase of property and equipment	(99)	(837)	(586)
Additions to patents and licenses	(6)	0	(9)
Proceeds from sales of property, plant and equipment	233	106	0
Net cash provided by (used in) investing activities	128	(731)	(6,195)
Financing activities
Payment of long-term debt	(206)	(15)	(15)
Proceeds from revolving credit facility	500	0	10,000
Payments of revolving credit facility	(3,500)	0	0
Proceeds from long-term debt	3,525	0	0
Payments to settle employee tax withholdings on stock-based compensation	0	(2)	(2)
Debt issue costs	(216)	0	(29)
Proceeds from employee equity exercises	(13)	3	58
Net cash provided by (used in) financing activities	90	(14)	10,012
Net (decrease) increase in cash and cash equivalents	817	(10,837)	1,526
Cash and cash equivalents at beginning of period	5,155	15,992	14,466
Cash and cash equivalents at end of period	5,972	5,155	15,992
Supplemental cash flow information:
Cash paid for interest	(962)	(691)	(346)
Cash paid for income taxes	(26)	(59)	(87)
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with acquisition	$ 0	$ 0	$ 800

LONG-TERM DEBT

12 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 12 — LONG-TERM DEBT

Long-term debt including the revolving credit facility as of March 31, 2025 and 2024 consisted of the following (dollars in thousands):


	March 31,
	2025			2024
Revolving credit facility	$	7,000		$	10,000
Term loan	$	3,324		$	—
Equipment debt obligations		—			3
Total long-term debt		10,324			10,003
Less current maturities		(353	)		(3	)
Long-term debt, less current maturities	$	9,971		$	10,000

Revolving Credit Agreement

On December 29, 2020, Orion entered into a Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement provides for a five-year $25.0 million revolving credit facility (the “Credit Facility”) that matures on June 30, 2027. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of March 31, 2025, the borrowing base of the Credit Facility supports $15.0 million of availability, with $8.0 million remaining availability subject to a $1 million availability block, net of $7.0 million borrowed.

The Credit Agreement is secured by a first lien security interest in substantially all of Orion’s assets.

Borrowings under the Credit Agreement are permitted in the form of SOFR or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to Orion’s availability under the Credit Agreement. Among other fees, Orion is required to pay an annual facility fee and a fee on the unused portion of the Credit Facility.

The Credit Agreement includes a springing minimum fixed cost coverage ratio of 1.0 to 1.0 when excess availability under the Credit Facility falls below $4.0 million of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required.

The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion’s stock, redeem, retire or purchase shares of Orion’s stock, make investments or pledge or transfer assets. If an event of default under the Credit Agreement occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.

Effective November 4, 2022, Orion, with Bank of America, N.A. as lender, executed Amendment No. 1 to its Credit Agreement. The primary purpose of the amendment was to include the assets of the acquired subsidiaries, Stay-Lite Lighting and Voltrek, as secured collateral under the Credit Agreement and to document the conversion from LIBOR to SOFR based loans. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarifies that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement.

Effective April 22, 2024, the Company, with Bank of America, N.A. as lender, executed Amendment No. 2 to its Credit Agreement (“Amendment No. 2”). The primary purpose of Amendment No. 2 was to add a $3.525 million mortgage loan facility to the Credit Agreement secured by the Company’s office headquarters property in Manitowoc, Wisconsin. Amendment No. 2 also broadened the definition of receivables to encompass government receivables as being eligible to be included in the Company’s borrowing base calculation for the purpose of establishing the Company’s monthly borrowing availability under the Credit Agreement. Quarterly installments of $88,125 are due on the first day of each fiscal quarter beginning October 1, 2024.

Effective October 30, 2024, the Company, with Bank of America, N.A. as lender, executed Amendment No. 3 ("Amendment No. 3") to its Credit Agreement. The primary purpose of Amendment No. 3 was to extend the maturity date of the Credit Facility from December 29, 2025 to June 30, 2027.

As of March 31, 2025, Orion was in compliance with all debt covenants.

Aggregate Maturities

As of March 31, 2025, aggregate maturities of long-term debt, including the revolving credit facility were as follows (dollars in thousands):


Fiscal 2026	$	353
Fiscal 2027		353
Fiscal 2028		9,618
	$	10,324

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Assets
Cash and cash equivalents	$ 5,972	$ 5,155
Accounts receivable, net	12,845	14,022
Revenue earned but not billed	3,350	4,539
Inventories	11,392	18,246
Prepaid expenses and other current assets	1,939	2,860
Total current assets	35,498	44,822
Property and equipment, net	8,026	9,593
Goodwill	1,484	1,484
Other intangible assets, net	3,379	4,462
Other long-term assets	4,076	2,808
Total assets	52,463	63,169
Liabilities and Shareholders’ Equity
Accounts payable	13,272	18,350
Accrued expenses and other	12,728	9,440
Deferred revenue, current	491	260
Current maturities of long-term debt	353	3
Total current liabilities	26,844	28,053
Revolving credit facility	7,000	10,000
Long-term debt, less current maturities	2,971	0
Deferred revenue, long-term	337	413
Other long-term liabilities	3,427	2,161
Total liabilities	40,579	40,627
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2024 and 2023; no shares issued and outstanding at March 31, 2024 and 2023	0	0
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2025 and 2024; shares issued: 42,470,231 and 42,038,967 at March 31, 2024 and 2023; shares outstanding:32,983,888 and 32,567,746 at March 31, 2025 and 2024	0	0
Additional paid-in capital	163,025	161,869
Treasury stock: 9,486,343 and 9,471,221 common shares at March 31, 2025 and 2024	(36,248)	(36,235)
Retained deficit	(114,893)	(103,092)
Total shareholders’ equity	11,884	22,542
Total liabilities and shareholders’ equity	$ 52,463	$ 63,169

LEASES (Tables)

12 Months Ended

Mar. 31, 2025

Leases [Abstract]

Summary of Estimated Maturity of Lease Liabilities

The estimated maturity of lease liabilities for each of the future years is shown below (dollars in thousands):


Maturity of Lease Liabilities	Operating Leases
Fiscal 2026		1,018
Fiscal 2027		886
Fiscal 2028		803
Fiscal 2029		828
Fiscal 2030		707
Total lease payments	$	4,242
Less: Interest		(619	)
Present value of lease liabilities	$	3,623

Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases

The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2025, 2024 and 2023 (dollars in thousands):


	March 31, 2025		March 31, 2024		March 31, 2023
Product revenue	$	781	$	—	$	2,818
Cost of product revenue		785		—		2,771

LONG-TERM DEBT (Aggregate Maturities) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Debt Disclosure [Abstract]
Fiscal 2026	$ 353
Fiscal 2027	353
Fiscal 2028	9,618
Total long-term debt	$ 10,324	$ 10,003

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Selected Quarterly Financial Information [Abstract]
Total revenue	$ 79,720	$ 90,581	$ 77,383
Gross profit	20,236	20,911	17,511
Net Income (Loss)	$ (11,801)	$ (11,671)	$ (34,341)
Basic net (loss) income per share	$ (0.36)	$ (0.36)	$ (1.08)
Shares used in basic per share calculation	32,829,470	32,486,240	31,703,712
Diluted net (loss) income per share	$ (0.36)	$ (0.36)	$ (1.08)
Shares used in diluted per share calculation	32,829,470	32,486,240	31,703,712

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 40
-Publisher FASB
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

ACCOUNTS RECEIVABLE (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Receivables [Abstract]
Accounts receivable, gross	$ 12,909	$ 14,094
Allowance for credit losses	(64)	(72)
Accounts receivable, net	$ 12,845	$ 14,022

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (11,801)	$ (11,671)	$ (34,341)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

INVENTORIES (Narrative) (Details)	12 Months Ended
INVENTORIES (Narrative) (Details)	Mar. 31, 2025
Minimum [Member]
Inventory [Line Items]
Inventory consideration usage	9 months
Maximum [Member]
Inventory [Line Items]
Inventory consideration usage	12 months

SUBSEQUENT EVENT (Additional Information) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Subsequent Event [Line Items]
Value of Common Stock	$ 0	$ 0

INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024			2023
Current	$	35	$	46		$	97
Deferred		7		(5	)		17,881
Total	$	42	$	41		$	17,978

	2025		2024			2023
Federal, Current	$	—	$	—		$	—
Federal, Deferred		2		(1	)		14,557
Total Federal	$	2		(1	)		14,557
State, Current		35		46			97
State, Deferred		5		(4	)		3,324
Total State	$	40		42			3,421
Total	$	42	$	41		$	17,978

Reconciliation of the Statutory Federal Income Tax Rate and the Effective Income Tax Rate

A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows:


	Fiscal Year Ended March 31,
	2025			2024			2023
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
State taxes, net		4.1	%		3.2	%		4.0	%
State tax credits, net		(0.2	)%		(0.2	)%		(1.9	)%
Federal tax credit		(0.5	)%		(0.4	)%		—	%
Change in valuation reserve		(23.7	)%		(22.7	)%		(131.3	)%
Permanent items		(0.9	)%		(0.8	)%		(1.0	)%
Change in tax contingency reserve		(0.1	)%		(0.1	)%		(0.1	)%
Equity compensation cancellations		—			(0.2	)%		(0.1	)%
State return to provision		0.1	%		0.1	%		(0.9	)%
Other, net		(0.2	)%		(0.3	)%		0.4	%
Effective income tax rate		(0.4	)%		(0.4	)%		(109.9	)%

Schedule of Deferred Tax Assets

The net deferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands):


	March 31,
	2025			2024
Deferred tax assets:
Inventory, accruals and reserves		742			737
Interest deduction carry-forward		495			248
Federal and state operating loss carry-forwards		22,332			20,515
Tax credit carry-forwards		1,367			1,459
Equity compensation		272			200
Deferred revenue		19			21
Lease liability		922			527
Intangible assets		1,871			1,296
Other		1,206			1,164
Total deferred tax assets		29,226			26,167
Valuation allowance		(28,149	)		(25,367	)
Deferred tax assets, net of valuation allowance		1,077			800

Deferred tax liabilities:
Lease ROU asset		(880	)		(442	)
Fixed assets		(276	)		(430	)
Total deferred tax liabilities		(1,156	)		(872	)

Total net deferred tax (liabilities) assets	$	(79	)	$	(72	)

Unrecognized Tax Benefit Activity

Orion had the following unrecognized tax benefit activity (dollars in thousands):


	Fiscal Year Ended March 31,
	2025		2024		2023
Unrecognized tax benefits as of beginning of fiscal year	$	237	$	225	$	215
Additions based on tax positions related to the current period positions		1		1		1
Additions for tax positions of prior years		10		11		9
Unrecognized tax benefits as of end of fiscal year	$	248	$	237	$	225

RESTRUCTURING EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
RESTRUCTURING EXPENSE (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost And Reserve [Line Items]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses	Operating Expenses	Operating Expenses
Cost of revenue	$ 59,484	$ 69,670	$ 59,872
General and administrative	18,008	16,740	19,487
Sales and marketing	11,595	12,988	11,392
Research and development	1,229	1,495	1,852
Total restructuring charges	1,048	123	0
Product revenue
Restructuring Cost And Reserve [Line Items]
Cost of revenue	37,319	44,466	42,979
Service revenue
Restructuring Cost And Reserve [Line Items]
Cost of revenue	22,165	25,204	16,893
Orion [Member]
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	1,048	123	0
Orion [Member] \| Product revenue
Restructuring Cost And Reserve [Line Items]
Cost of revenue	295	26	0
Orion [Member] \| Service revenue
Restructuring Cost And Reserve [Line Items]
Cost of revenue	176	48	0
General and administrative \| Orion [Member]
Restructuring Cost And Reserve [Line Items]
General and administrative	442	28	0
Sales and marketing \| Orion [Member]
Restructuring Cost And Reserve [Line Items]
Sales and marketing	26	21	0
Research and development \| Orion [Member]
Restructuring Cost And Reserve [Line Items]
Research and development	$ 109	$ 0	$ 0

REVENUE (Tables)

12 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides detail of Orion’s total revenues for the year ended March 31, 2025, 2024, and 2023 (dollars in thousands):


	Year Ended March 31, 2025						Year Ended March 31, 2024						Year Ended March 31, 2023
	Product		Services		Total		Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting product and installation	$	39,247	$	7,659	$	46,906	$	50,229	$	10,783	$	61,012	$	46,500	$	7,088	$	53,588
Maintenance services		5,902		9,288		15,190		4,687		12,460		17,147		3,266		11,289		14,555
Electric vehicle charging		8,421		8,405		16,826		8,301		4,031		12,332		4,479		1,796		6,275
Solar energy-related revenues		17		—		17		28		—		28		—		—		—
Total revenues from contracts with customers		53,587		25,352		78,939		63,245		27,274		90,519		54,245		20,173		74,418
Revenue accounted for under other guidance (1)		781		—		781		62		—		62		2,965		—		2,965
Total revenue	$	54,368	$	25,352	$	79,720	$	63,307	$	27,274	$	90,581	$	57,210	$	20,173	$	77,383

Summary of Contract Assets and Liabilities


	March 31, 2025		March 31, 2024
Accounts receivable, net	$	12,845	$	14,022
Revenue earned but not billed (1)	$	2,908	$	4,539
Deferred revenue (2)	$	367	$	124

NET (LOSS) INCOME PER COMMON SHARE

12 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

NET (LOSS) INCOME PER COMMON SHARE

NOTE 11 — NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.

Diluted net (loss) income per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net (loss) income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Net (loss) income per common share is calculated based upon the following shares:


	Fiscal Year Ended March 31,
	2025			2024			2023
Numerator:
Net (loss) income (dollars in thousands)	$	(11,801	)	$	(11,671	)	$	(34,341	)
Denominator:
Weighted-average common shares outstanding		32,829,470			32,486,240			31,703,712
Weighted-average effect of assumed conversion of stock options and restricted stock		—			—			—
Weighted-average common shares and share equivalents outstanding		32,829,470			32,486,240			31,703,712
Net (loss) income per common share:
Basic	$	(0.36	)	$	(0.36	)	$	(1.08	)
Diluted	$	(0.36	)	$	(0.36	)	$	(1.08	)


	March 31,
	2025		2024		2023
Time-Based Restricted Shares		1,331,594		1,014,104		612,819
Performance-Based Restricted Shares		1,529,936		708,377		130,635
Total		2,861,530		1,722,481		743,454

ACCRUED EXPENSES AND OTHER

12 Months Ended

Mar. 31, 2025

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSES AND OTHER

NOTE 10 — ACCRUED EXPENSES AND OTHER

As of March 31, 2025 and March 31, 2024, Accrued expenses and other included the following (dollars in thousands):


	March 31, 2025		March 31, 2024
Accrued acquisition earn-out	$	3,263	$	875
Other accruals		2,180		1,854
Compensation and benefits		2,424		2,255
Credits due to customers		1,581		1,167
Accrued project costs		2,283		2,366
Warranty		449		552
Sales tax		273		219
Legal and professional fees		177		46
Sales returns reserve		98		106
Total	$	12,728	$	9,440

Orion generally offers a limited warranty of one to 10 years on its lighting products including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED modules, LED chips, LED drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):


	March 31,
	2025			2024			2023
Beginning of year	$	725		$	646		$	860
Accruals		350			473			382
Warranty claims (net of vendor reimbursements)		(436	)		(394	)		(596	)
Ending balance	$	639		$	725		$	646

Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider (the "Voltrek Acquisition"). The Voltrek Acquisition agreement provided that, depending upon the relative EBITDA growth of Voltrek's business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $3.0 million, $3.5 million and $7.15 million, respectively, in earn-out payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and have been expensed over the course of the earn-out periods to the extent they were earned. As of March 31, 2025, Orion has recorded $3.3 million to accrued acquisition earn-out that remains unpaid.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Revenues	$ 79,720	$ 90,581	$ 77,383
Cost of revenue	59,484	69,670	59,872
Gross profit	20,236	20,911	17,511
Operating expenses:
General and administrative	18,008	16,740	19,487
Impairment on Intangibles	0	456	0
Acquisition related costs	0	56	765
Sales and marketing	11,595	12,988	11,392
Research and development	1,229	1,495	1,852
Total operating expenses	30,832	31,735	33,496
(Loss) income from operations	(10,596)	(10,824)	(15,985)
Other income (expense):
Other income	62	39	0
Interest expense	(1,026)	(752)	(339)
Amortization of debt issue costs	(206)	(95)	(73)
Interest income	7	2	34
Total other expense	(1,163)	(806)	(378)
Loss before income tax	(11,759)	(11,630)	(16,363)
Income tax expense	42	41	17,978
Net (loss) income	$ (11,801)	$ (11,671)	$ (34,341)
Basic net (loss) income per share attributable to common shareholders	$ (0.36)	$ (0.36)	$ (1.08)
Weighted-average common shares outstanding	32,829,470	32,486,240	31,703,712
Diluted net (loss) income per share	$ (0.36)	$ (0.36)	$ (1.08)
Weighted-average common shares and share equivalents outstanding	32,829,470	32,486,240	31,703,712
Product revenue
Revenues	$ 54,368	$ 63,307	$ 57,210
Cost of revenue	37,319	44,466	42,979
Service revenue
Revenues	25,352	27,274	20,173
Cost of revenue	$ 22,165	$ 25,204	$ 16,893

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2025

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Accounts receivable, net

$ 12,845

$ 14,022

Revenue earned but not billed

2,908

4,539

Deferred revenue

^[1]

$ 367

$ 124

[1]

LONG-TERM DEBT (Narrative) (Details) $ in Thousands	12 Months Ended
LONG-TERM DEBT (Narrative) (Details) $ in Thousands	Mar. 31, 2025 USD ($)	Apr. 22, 2024 USD ($)	Dec. 29, 2020 USD ($)
Line Of Credit Facility [Line Items]
Credit agreement, amounts borrowed		$ 3,525
Long Term Debt Maturities Repayments Of Principal In Current Fiscal Year	$ 88,125
Credit Agreement \| Bank Of America N A \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount	15,000
Credit Agreement \| Bank Of America N A \| Line of credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount	$ 25,000
Credit agreement period	5 years
Credit facility, available amount	$ 8,000
Credit agreement, amounts borrowed	$ 7,000
Credit agreement, springing minimum fixed cost coverage ratio			1
Credit agreement, springing minimum fixed cost coverage ratio covenant amount of excess availability under credit facility			$ 4,000

LEASES (Narrative) (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
LEASES (Narrative) (Details) - USD ($) $ in Thousands	Jan. 31, 2020	Feb. 28, 2014	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2025	Mar. 31, 2023
Lessee Lease Description [Line Items]
Lessee, operating lease, existence of option to terminate				true
Term of other leases					5 years
Operating lease, weighted average discount rate				5.30%
Operating lease, weighted average remaining lease term				2 years 1 month 6 days
Operating lease costs			$ 1,200
Annual lease payment			$ 0	$ 0		$ 0
Lessor, Operating Lease, Existence of Option to Extend [true false]			true	true
Manitowoc, WI
Lessee Lease Description [Line Items]
Sale Leaseback Transaction, Lease Term	10 years
Lessee, sale leaseback, option to terminate, minimum period	6 years
Jacksonville Florida
Lessee Lease Description [Line Items]
Termination of lease		Jun. 30, 2026
Lawrence, Massachusetts
Lessee Lease Description [Line Items]
Termination of lease			Oct. 31, 2026

GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2025
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 0
Goodwill	$ 1,484	$ 1,484
Voltrek LLC
Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 900
Stay Lite Lighting Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 600
Non-cash intangible impairment losses		$ 500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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+ Details

LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Leases [Abstract]
Operating lease assets	$ 3,456	$ 1,770
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Operating lease liabilities current	$ 794	$ 990
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current	Accrued Liabilities, Current
Operating lease liabilities non-current	$ 2,829	$ 1,121
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Total lease liabilities	$ 3,623	$ 2,111

ACCRUED EXPENSES AND OTHER (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Product Warranty Liability [Line Items]
Accrued expenses and other	$ 12,728	$ 9,440
Voltrek Acquisition [Member]
Product Warranty Liability [Line Items]
Business Combination Additional Earnout Related Purchase Price		$ 3,500	$ 3,000
Accrued expenses and other	$ 300
Minimum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	1 year
Maximum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	10 years

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SEGMENT DATA

12 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

SEGMENT DATA

NOTE 17 — SEGMENT DATA

Orion evaluates and reports its business using three segments: Orion lighting segment, Orion maintenance segment and Orion electric vehicle charging segment. Orion configured its fiscal 2025 budget in order to compare actual performance to plan performance for these segments. Orion's CODM is the chief executive officer. The Company's CODM focuses primarily on each segment's ability to generate sufficient revenues and manage cost of services along with operating expenses. As such, the CODM measures operating performance at the segment level based on operating income or loss, including evaluation of budget to actual variances. Reportable segments are components of an entity that have separate financial data that the CODM regularly reviews when allocating resources and assessing performance.

Lighting Segment

The lighting segment develops and sells lighting products and provides construction and engineering services for Orion's commercial lighting and energy management systems. The lighting segment provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers. The lighting segment sells mostly through direct sales, but it also sells lighting products though manufacturer representative agencies and to the wholesale contractor markets through energy service companies and contractors.

Maintenance Segment

The maintenance segment provides retailers, distributors and other businesses with maintenance, repair and replacement services for the lighting and related electrical components deployed in their facilities.

EV Segment

The EV segment offers leading electric vehicle charging expertise, sells and installs sourced electric vehicle charging stations with related software subscriptions and renewals and provides EV turnkey installation solutions with ongoing support to all commercial verticals.

Corporate and Other

Corporate and other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results.


For the Year Ended March 31, 2025
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	40,045		$	5,902		$	8,421		$	—		$	54,368
Service revenue		7,659			9,288			8,405			—			25,352
Total revenue		47,704			15,190			16,826			—			79,720
Cost of Sales - Product		28,664			3,215			5,440			—			37,319
Cost of Sales - Service		6,332			9,207			6,626			—			22,165
Total cost of sales		34,996			12,422			12,066			—			59,484
Gross profit		12,708			2,768			4,760			—			20,236
Operating Expenses:
General and Administrative		6,083			3,075			5,423			3,427			18,008
Sales and Marketing		8,800			685			1,578			532			11,595
Research and Development		588			196			115			330			1,229
Total operating expenses		15,471			3,956			7,116			4,289			30,832
Operating loss		(2,763	)		(1,188	)		(2,356	)		(4,289	)		(10,596	)
Other Income (Expense):
Other income														62
Dividend and Interest Income														7
Interest Expense														(1,026	)
Amortization of Debt Issuance Cost														(206	)
Loss on Debt Extinguishment														—
Other income (expense)														(1,163	)
Earnings before tax													$	(11,759	)


For the Year Ended March 31, 2024
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	50,319		$	4,687		$	8,301		$	—		$	63,307
Service revenue		10,783			12,460			4,031			—			27,274
Total revenue		61,102			17,147			12,332			—			90,581
Cost of Sales - Product		36,490			2,339			5,637			-			44,466
Cost of Sales - Service		7,800			14,060			3,344			—			25,204
Total cost of sales		44,290			16,399			8,981			—			69,670
Gross profit		16,812			748			3,351			—			20,911
Operating Expenses:
General and Administrative		6,516			4,517			3,649			2,058			16,740
Impairment of assets		—			456			—			—			456
Sales and Marketing		10,813			928			1,146			101			12,988
Research and Development		809			359			102			225			1,495
Acquisition-Related		21			11			17			7			56
Total operating expenses		18,159			6,271			4,914			2,391			31,735
Operating loss		(1,347	)		(5,523	)		(1,563	)		(2,391	)		(10,824	)
Other Income (Expense):
Other income														39
Dividend and Interest Income														2
Interest Expense														(752	)
Amortization of Debt Issuance Cost														(95	)
Loss on Debt Extinguishment														—
Other income (expense)														(806	)
Earnings before tax													$	(11,630	)


For the Year Ended March 31, 2023
(dollars in thousands)
	Lighting			Maintenance			EV			Corporate & Other			Total
Product revenue	$	49,465		$	3,266		$	4,479		$	—		$	57,210
Service revenue		7,088			11,289			1,796			—			20,173
Total revenue		56,553			14,555			6,275			—			77,383
Cost of Sales - Product		37,897			1,850			3,232			—			42,979
Cost of Sales - Service		4,955			10,325			1,613			—			16,893
Total cost of sales		42,852			12,175			4,845			—			59,872
Gross profit		13,701			2,380			1,430			—			17,511
Operating Expenses:
General and Administrative		7,325			3,667			4,852			3,644			19,488
Sales and Marketing		9,990			665			634			103			11,392
Research and Development		1,028			299			66			459			1,852
Acquisition-Related		508			(30	)		36			250			764
Total operating expenses		18,851			4,601			5,588			4,456			33,496
Operating income (loss)		(5,150	)		(2,221	)		(4,158	)		(4,456	)		(15,985	)
Other Income (Expense):
Dividend and Interest Income														34
Interest Expense														(339	)
Amortization of Debt Issuance Cost														(73	)
Loss on Debt Extinguishment														—
Other income (expense)														(378	)
Earnings before tax														(16,363	)


	Depreciation and Amortization						Capital Expenditures
	For the year ended March 31,						For the year ended March 31,
(dollars in thousands)	2025		2024		2023		2025		2024		2023
Segments:
Lighting Segment	$	868	$	747	$	1,094	$	26	$	92	$	71
Maintenance Segment		386		453		317		2		535		194
EV Segment		1,083		979		465		2		56		5
Corporate and Other		281		411		219		69		154		316
	$	2,618	$	2,590	$	2,095	$	99	$	837	$	586


	Total Assets
(dollars in thousands)	March 31, 2025		March 31, 2024
Segments:
Lighting Segment	$	20,646	$	25,911
Maintenance Segment		4,384		8,827
EV Segment		11,963		15,291
Corporate and Other		15,470		13,140
	$	52,463	$	63,169

Orion’s lighting segment revenue outside the United States in Germany was $1.8 million, $6.4 million and $0.2 in for the fiscal years ended March 31, 2025, 2024 and 2023, respectively. All other revenues are generated from the United States. Orion attributes revenues from external customers to individual countries based on the geographic location in which the work is performed. Orion has no long-lived assets outside the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

RESTRICTED SHARES (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2025 USD ($)
Share-Based Payment Arrangement [Abstract]
Fiscal 2026	$ 790
Fiscal 2027	511
Fiscal 2028	89
Total	$ 1,390
Remaining weighted average expected term	10 months 24 days

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses consists primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and sales tax receivable. Prepaid expenses totaled $1.3 million as of March 31, 2025 and March 31, 2024.

Other current assets as of March 31, 2025 and March 31, 2024 consists primarily of $0.6 million and $1.6 million, respectively, of prepaid software and services.

SHAREHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2025

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 15 — SHAREHOLDERS’ EQUITY

Employee Stock Purchase Plan

In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $20,000 of Orion’s common stock at a purchase price equal to 100% of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter.

Sale of shares

In March 2023, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $100 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes.

In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock, having an aggregate offering price of up to $50 million from time to time through or to the Agent, acting as sales agent or principal. In March 2025, the ATM was terminated.

- Definition

The entire disclosure for equity.

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+ Details

INCOME TAXES (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Current	$ 35	$ 46	$ 97
Deferred	7	(5)	17,881
Total provision (benefit) for income taxes	42	41	17,978
Federal, Current	0	0	0
Federal, Deferred	2	(1)	14,557
Total Federal	2	(1)	14,557
State, Current	35	46	97
State, Deferred	5	(4)	3,324
Total State	$ 40	$ 42	$ 3,421

ACCOUNTS RECEIVABLE - Summary of Orion' s allowance for credit losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Beginning of period	$ (72)	$ (86)	$ (8)
Reserve adjustment	14	0	(16)
Credit loss/bad debt expense	(392)	(170)	(65)
Write-off	386	184	3
End of period	$ (64)	$ (72)	$ (86)