CoverageForm 410-K10-Q8-K13D13G13F

OESX Orion Energy Systems, Inc. - 8-K

Accession
0001193125-26-256436
2.029.01

Item 2.02 - Results of Operations and Financial Condition

Earnings press release attached as Exhibit 99.1.

Item 2.02 . Results of Operations and Financial Condition.

On June 4, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

.

Exhibit 99.1 - press release (4,056 words)

EX-99.1
2
oesx-ex99_1.htm
EX-99.1

Orion Reports FY 2026 Revenue of $86M and Adjusted EBITDA of $2.2M After Continued Growth in Q4;

Reiterates FY 2027 Expectation of $95M-$97M in Revenue and Positive Adjusted EBITDA

Manitowoc, WI – June 4, 2026 – Orion Energy Systems, Inc. (NASDAQ: OESX) ( Orion Lighting ), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today reported improved results for its fiscal 2026 fourth quarter (Q4’26) and full fiscal year 2026 (FY’26) ended March 31, 2026.

Orion’s Q4’26 revenue was $25.7M versus $20.9M in Q4’25 — a 23% increase — while Q4’26 gross margin was up by 950 basis points year-over-year, at 37.0% versus 27.5% in Q4’25. The Company improved its net loss in Q4’26 to $1.5M, compared to a net loss of $2.9M in Q4’25. The Company achieved Q4’26 adjusted EBITDA of $0.8M — marking its sixth consecutive quarter of positive adjusted EBITDA – compared to adjusted EBITDA of $0.2M in Q4’25.

For the full fiscal year of FY’26, Orion’s revenue was $86.3M versus $79.7M in FY’25, while FY’26 gross margin was 32.5% vs. 25.4% in FY’25. The Company improved its net loss in FY’26 to $3.2M, compared to a net loss of $11.8M in FY’25. The Company achieved FY’26 adjusted EBITDA of $2.2M, compared to an adjusted EBITDA loss of $(2.9M) in FY’25.

Each quarter of FY’26 delivered gross margins above 30%, a level of performance not previously seen. This is a result of Orion’s structural reset, which it expects to be continually beneficial moving forward. Similarly, revenue — which came in at the high end of our FY’26 public guidance range — continues to grow as we enter FY’27.

The Company continues to execute on its plan and build momentum in the current fiscal year. Starting FY’27 with a backlog of $30M — a year-over-year increase of $13M, Orion reiterated its expectations of positive adjusted EBITDA on revenue of between $95 million and $97 million in FY’27, which began April 1, 2026, up 12% over FY’26.

The Company said that its increasing expectations for the current fiscal year were validated by a number of factors. The ongoing improvement in the quality and size of its backlog is a result of continued project demand and growing opportunities within many of the Company’s revenue segments.

“The results we are reporting today — highlighted by our sixth straight quarter of positive adjusted EBITDA — validate an observation I have made previously: Orion is demonstrably on a profitable growth path,” said Orion’s Chief Executive Officer, Sally Washlow, who recently completed her first year as CEO. “Our FY’26 results and FY’27 expectations speak clearly to the success of a continuously improving sales funnel, organic growth from large customers, a resilient and adaptable proprietary supply chain and highly disciplined cost containment. We expect FY’27 to demonstrate that Orion is emerging robustly from a turnaround to a sustainable growth company.”

Orion is providing adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking adjusted EBITDA non-GAAP guidance to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, the amounts of which, based on historical experience, could be significant. For additional information regarding Orion’s non-GAAP measures, see the related explanation presented under “Non-GAAP Measures.”

Orion is scheduled to discuss these results in an investor call today at 10:00 a.m. ET (details below).

Webcast and Call Details

Date / Time: Thursday, June 4, at 10:00 a.m. ET

Live Call Registration: https://register-conf.media-server.com/register/BI83b6ae45a1654d28babfa53b6617f6cc

Live call participants must pre-register using the URL above to receive the dial-in information. Anyone can re-register if they lose the dial-in or PIN #.

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

Q4'26 and FY'26 Financial Performance

Q4'26 Summary

FY'26 Summary

Prior Three Quarters

$ in millions except per share figures

Q4'26

Q4'25

Change

FY'26

FY'25

Change

Q3’26

Q2'26

Q1'26

LED Lighting Revenue

$20.3

$10.9

+86%

$55.9

$47.7

+17%

$12.1

$10.7

$12.9

EV Charging Revenue

$2.3

$5.8

-61%

$14.4

$16.8

-15%

$4.7

$4.8

$2.7

Maintenance Revenue

$3.2

$4.1

-23%

$16.0

$15.2

+6%

$4.4

$4.5

$4.0

Total Revenue

$25.7

$20.9

+23%

$86.3

$79.7

+8%

$21.1

$19.9

$19.6

Gross Profit

$9.5

$5.7

+$3.8

$28.1

$20.2

+$7.9

$6.5

$6.2

$5.9

Gross Margin

37.0%

27.5%

+950bps

32.6%

25.4%

+720bps

30.9%

31.0%

30.1%

Net Income (Loss) (1)(2)(3)(4)

$(1.5)

$(2.9)

+$1.4

$(3.2)

$(11.8)

+$8.6

$0.2

$(0.6)

$(1.2)

Net Income (Loss) Per Share (1)(2)(3)(4)

$(0.39)

$(0.88)

+$0.49

$(0.89)

$(3.59)

+$2.70

$0.04

$(0.17)

$(0.37)

Adjusted EBITDA (5)

$0.8

$0.2

+$0.6

$2.2

$(2.9)

+$5.1

$0.8

$0.5

$0.2

(1) Voltrek earnout expenses were $0.3M in Q1'25, $0.6M in Q2'25, $0.5M in Q3'25, $0.5M in Q4'25, $0.0M in Q1'26, Q2'26, Q3'26, and $1.7M in Q4'26.

(2) Q4'26 included $1.1M of expenses for the non-cash write-off of solar assets.

(3) Q1'25 and Q2'25 also included $0.4M and $0.3M, respectively, of maintenance division restructuring costs. Q1'26 had $0.6M of executive sign-on bonus and severance expenses.

(4) Q4'26 revenue included $1.3M associated with amending a solar energy contract that had no associated cost of goods.

(5) Adjusted EBITDA reconciliation provided below.

Commentary from CEO Sally Washlow

“It is extremely gratifying to complete my first year as CEO of Orion. In the space of a year, we have gone from a turnaround to a growth company. We have maintained our Nasdaq listing, strengthened our balance sheet, completed our Voltrek earnout payments, extended our credit agreement and embarked on a demonstrable trajectory of profitable growth and margin expansion.

“We have seen both growth and resilience in new and existing large customers in the automotive, retail and public sectors. Deployments of LED lighting have become bigger and more numerous, illustrating customer relationships that have broadened and deepened.

“We expect continued growth in revenue and profitability in FY’27.

“Growth, increasing profitability and continued market expansion are our expected themes for FY’27. As I’ve said before: I expect it, our team expects it and our shareholders expect it.

“And as I mark the completion of my inaugural year as Orion’s Chief Executive Officer, I’d like to express my sincere appreciation to our shareholders, partners and employees for your continued support of our company.” said Ms. Washlow.

Q4’26 Business Highlights

— A $21M array of electrical contracting engagements distributed among seven customers.

— A previously announced $42M-$45M three-year renewal of our preventative maintenance contract for 2,050 big-box retail outlets, as well as another $14M-$15M contract for exterior lighting work for this customer.

— A $10M array of 80 EV charging station installations dispersed from the Northeast, to the Carolinas to California.

— A $4M project to install 105 EV charging stations for the Boston Public Schools, one of the largest school districts in the nation.

— A $3.6M electrical infrastructure and LED lighting engagement for a leading international lab-based testing company.

— A $3.1M electrical contracting engagement, representing a follow-on project in an ongoing scope of work for a longtime customer.

— A $3M lighting and electrical infrastructure engagement with one of the leading food-service enterprises in the United States.

— The roll-out of Orion’s new On-Site Battery Storage System for industrial, commercial and public sector enterprises. The product is being deployed in 10 locations in California.

— A public offering with net proceeds of $6.4M that served to bolster the Company’s balance sheet.

In operations, we continued to maintain gross margin of about 31% as we recorded positive adjusted EBITDA for the sixth quarter in a row.

Q4’26 and FY’26 Financial Results

Orion’s Q4’26 revenue was $25.7M versus $20.9M in Q4’25, while Q4’26 gross margin was 37.0% versus 27.5% in Q4’25. The Company’s net loss in Q4’26 improved to $1.5M versus a net loss of $2.9M in Q4’25. The Company achieved Q4’26 adjusted EBITDA of $0.8M — marking its sixth consecutive quarter of positive adjusted EBITDA — compared to adjusted EBITDA of $0.2M in Q4’25. Orion’s Q4’26 revenue included $1.3M associated with amending a solar energy contract that had no associated cost of goods.

Orion’s FY’26 revenue was $86.3M versus $79.7M in FY’25, while FY’26 gross margin was 32.6% versus 25.4% in FY’25. The Company’s net loss in FY’26 improved to $3.2M, compared to a net loss of $11.8M in FY’25. The Company achieved FY’26 adjusted EBITDA of $2.2M, compared to adjusted EBITDA of $(2.9M) in FY’25.

Orion also reported the following segment performance:

•

LED lighting revenue increased approximately 86% to $20.3M in Q4’26 compared to $10.9M in Q4’25, and $55.9M in FY’26 compared to $47.7M in FY ’25, reflecting increased large project activity. Orion’s expanded project pipeline, as well as efforts to drive growth in its distribution business, contributed to higher FY’26 LED lighting revenue compared to FY’25.

•

Maintenance services revenue decreased 23% to $3.2M in Q4’26 from $4.1M in Q4’25, and increased 6% to $16.0M in FY’26 from $15.2M in FY’25, reflecting the benefit of new customer contracts, as well as the expansion of certain existing customer relationships.

•

EV charging solutions revenue was $2.3M in Q4’26 compared to $5.8M in Q4’25, as well as $14.4M in FY’26 compared to $16.8M in FY’25, reflecting the variability in timing of larger projects. Given current uncertainty around the near-term scope, pace and funding availability for EV charging projects, Orion announced previously that it expected recorded segment revenues to be relatively flat to slightly lower in FY’26 vs. FY’25.

Orion’s Q4’26 gross margin was 37.0% versus 27.5% in Q4’25, as well as 32.6% in FY’26 versus 25.4% in FY’25, primarily due to pricing and cost improvements across all three segments.

Total operating expenses increased to $10.3M in Q4’26 from $8.4M in Q4’25, and decreased to $29.7M in FY’26 from $30.8M in FY’25, reflecting ongoing efforts to reduce infrastructure and personnel expenses. Q4’26 operating expenses included $1.7M to reflect the final Voltrek earnout liability, $1.1M for the non-cash write-off of solar assets and a $0.6M loss on extinguishment of subordinated debt.

Primarily reflecting stronger gross margin and lower operating expenses, Orion’s Q4’26 net loss improved to $1.5M, or $0.39 per share, versus a net loss of $2.9M, or $0.88 per share, in Q4’25. Orion’s adjusted EBITDA improved to $0.8M in Q4’26 compared to $0.2M in Q4’25, reflecting the benefit of the Company’s financial discipline. For the full fiscal year, Orion’s FY’26 net loss improved to $3.2M, or $0.89 per share, versus a net loss of $11.8M, or $3.59 per share, in FY’25. Orion’s adjusted EBITDA improved significantly to $2.2M in FY’26, compared to $(2.9M) in FY’25, reflecting the benefit of the Company’s financial discipline

Balance Sheet and Cash Flow

Orion used $1.1M of cash in operating activities in FY'26 versus operating activities providing $0.6M in cash in FY’25, principally due to significantly improved bottom line results in the current period. Orion also paid down $4.0M on its revolving credit facility in FY’26, bringing outstanding borrowings to $3.0M as of the end of FY’26.

Orion ended the quarter and the full fiscal year with current assets of $37.7M, including $3.3M of cash, $16.3M of accounts receivable, $6.4M of revenue earned but not billed, and $10.3M of inventories. Net of current liabilities, working capital was $11.0M at March 31, 2026, compared to $8.7M at March 31, 2025. Orion’s financial liquidity at March 31, 2026 was $15.4M as compared to $13.0M at year-end FY’25. In addition, Orion recently extended the maturity date of its revolving credit facility from June 30, 2027, to June 30, 2030.

About Orion Energy Systems

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

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

Non-GAAP Measures

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

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

Safe Harbor Statement

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe our future outlook, plans, expectations, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected, including, but not limited to, the following: (i) our ability to achieve our budgeted fiscal 2027 revenue expectations, and related public fiscal 2027 revenue guidance, will have a significant impact on our cash flow and stock price and ability to fund our operations and satisfy our debt obligations; (ii) we are currently implementing a new ERP system, which will involve substantial cost and potential disruption to our normal operations; our inability to successfully manage the implementation of our new ERP system could adversely affect our ability to operate our business and otherwise negatively affect our financial reporting and the effectiveness of our internal control over financial reporting; (iii) government tariffs and other actions have adversely affected, and may continue to adversely affect, our business, resulting in increased costs and reduced gross margins; (iv) the reduction or elimination of incentives from the United States government for investments in electric vehicle (“EV”) charging infrastructure may reduce demand for public EV charging products, in addition to reducing overall demand for EVs; (v) we do not have major sources of recurring revenue, a substantial portion of our revenues is derived from major project-based retrofit work that is awarded through a competitive bid process and we depend upon a limited number of customers in any given period to generate a substantial portion of our revenue, and it is generally difficult to predict the timing of projects that will be awarded, which can impact our ability to achieve our expected financial results; (vi) the reduction of revenue from our most significant customer over the past several fiscal years has had, and the potential future loss of other significant customers or a major customer would likely have, a materially adverse effect on our results of operations, financial condition and cash flows; (xiii) the reduction or elimination of investments in, or incentives to adopt, light emitting diode (“LED”) lighting or the elimination of, or changes in, policies, incentives or rebates in certain states or countries that encourage the use of LEDs over some traditional lighting technologies, including due to federal funding restrictions in the United States, could cause the demand for our lighting products to slow; (vii) we are experiencing ongoing increasing pressures to reduce the average selling price of our products and related negative impact on our gross margins, driven largely by the ongoing increase in competition from foreign competitors; (viii) our products use components and raw materials that may be subject to price fluctuations, shortages or interruptions of supply, particularly resulting from tariffs and other trade restrictions; (ix) we increasingly rely on third-party manufacturers for the manufacture and development of our products and product components; (x) we are subject to the risk of a cybersecurity breach; (xi) macroeconomic pressures in the markets in which we operate may adversely affect our financial results; (xii) adverse conditions in the global economy, including due to changes in diplomatic and trade relationships, have negatively impacted, and could in the future negatively impact, our customers, suppliers and business; (xiii) the success of our LED lighting retrofit solutions depends, in part, on our ability to claim market share away from our competitors; and (xiv) the other risks described in our filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov or at http://investor.oriones.com in the Investor Relations section of our website.

Engage with Us

X : @OrionLighting and @OrionLightingIR

StockTwits: @OESX_IR

Investor Relations Contacts

Per Brodin, CFO

Robert Ferri

Orion Energy Systems, Inc.

Robert Ferri Partners

[email protected]

(415) 575-1589 or [email protected]

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Twelve Months Ended March 31,

(in thousands, except share and per share amounts)

2026

2025

2026

2025

Product revenue

$16,065

$14,926

$57,029

$54,368

Service revenue

9,658

5,943

29,277

25,352

Total revenue

25,723

20,869

86,306

79,720

Cost of product revenue

9,514

10,510

36,893

37,319

Cost of service revenue

6,701

4,624

21,320

22,165

Total cost of revenue

16,215

15,134

58,213

59,484

Gross profit

9,508

5,735

28,093

20,236

Operating expenses:

General and administrative

7,204

5,038

18,691

18,008

Sales and marketing

2,808

2,951

10,099

11,595

Research and development

269

389

945

1,229

Total operating expenses

10,281

8,378

29,735

30,832

Income (loss) from operations

(773)

(2,643)

(1,642)

(10,596)

Other income (expense):

Other income

2

1

51

62

Interest expense

(131)

(226)

(783)

(1,026)

Amortization of debt issue costs

(18)

(51)

(170)

(206)

Loss on debt extinguishment

(562)

—

(562)

—

Interest income

3

6

3

7

Total other expense

(706)

(270)

(1,461)

(1,163)

Income (loss) before income tax

(1,479)

(2,913)

(3,103)

(11,759)

Income tax (benefit) expense

19

(1)

60

42

Net income (loss)

$(1,498)

$(2,912)

$(3,163)

$(11,801)

Basic net loss per share attributable to common shareholders

$(0.39)

$(0.88)

$(0.89)

$(3.59)

Weighted-average common shares outstanding

3,875,972

3,296,019

3,560,671

3,282,947

Diluted net loss per share

$(0.39)

$(0.88)

$(0.89)

$(3.59)

Weighted-average common shares and share equivalents

outstanding

3,875,972

3,296,019

3,560,671

3,282,947

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

(in thousands, except share amounts)

2026

2025

Assets

Cash and cash equivalents

$3,265

$5,972

Accounts receivable, net

16,340

12,845

Revenue earned but not billed

6,409

3,350

Inventories, net

10,304

11,392

Prepaid expenses and other current assets

1,364

1,939

Total current assets

37,682

35,498

Property and equipment, net

6,114

8,026

Goodwill

1,484

1,484

Other intangible assets, net

2,646

3,379

Other long-term assets, net

3,679

4,076

Total assets

$51,605

$52,463

Liabilities and Shareholders’ Equity

Accounts payable

$15,451

$13,272

Accrued expenses and other

10,728

12,728

Deferred revenue, current

155

491

Current maturities of long-term debt

353

353

Total current liabilities

26,687

26,844

Revolving credit facility

3,000

7,000

Long-term debt, less current maturities

2,619

2,971

Deferred revenue, long-term

-

337

Other long-term liabilities

2,671

3,427

Total liabilities

34,977

40,579

Commitments and contingencies

Shareholders’ equity:

Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares

at March 31, 2026 and 2025; no shares issued and outstanding at

March 31, 2026 and 2025

—

—

Common stock, no par value: Shares authorized: 20,000,000 at

March 31, 2026 and 2025; shares issued: 4,819,013 and

4,247,023 at March 31, 2026 and 2025; shares outstanding:

4,056,528 and 3,298,389 at March 31, 2026 and 2025

—

—

Additional paid-in capital

169,646

163,025

Treasury stock: 762,485 and 948,634 common shares at

March 31, 2026 and 2025

(34,962)

(36,248)

Accumulated deficit

(118,056)

(114,893)

Total shareholders’ equity

16,628

11,884

Total liabilities and shareholders’ equity

$51,605

$52,463

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended March 31,

(in thousands)

2026

2025

Operating activities

Net loss

$(3,163)

$(11,801)

Adjustments to reconcile net loss to net cash (used in) provided by

operating activities:

Depreciation and amortization

1,784

2,619

Stock-based compensation

483

1,157

Loss on debt extinguishment

562

—

Deferred taxes and impairment of property and equipment

5

27

Loss on asset disposals

1,118

91

Provision for inventory reserves

461

552

Provision for credit losses

12

378

Other

(6)

197

Changes in operating assets and liabilities:

Accounts receivable

(3,507)

800

Revenue earned but not billed

(3,059)

1,189

Inventories

627

6,106

Prepaid expenses and other assets

802

2,324

Accounts payable

2,179

(5,078)

Accrued expenses and other liabilities

1,296

1,883

Deferred revenue, current and long-term

(673)

155

Net cash provided by (used in) operating activities

(1,079)

599

Investing activities

Purchase of property and equipment

(83)

(99)

Additions to patents and licenses

(3)

(6)

Proceeds from sales of property and equipment

—

233

Net cash provided by (used in) investing activities

(86)

128

Financing activities

Payment of long-term debt

(3,403)

(206)

Proceeds from revolving credit facility

4,250

500

Payment of revolving credit facility

(8,250)

(3,500)

Proceeds from long-term debt

—

3,525

Unamortized debt issuance cost write-off

(180)

—

Issuance of treasury stock

300

—

Proceeds from public stock offering, net of issuance costs

6,138

—

Payments to settle employee tax withholdings on stock-based

compensation

(11)

—

Debt issue costs

(383)

(216)

Proceeds from employee equity exercises

(3)

(13)

Net cash provided by (used in) financing activities

(1,542)

90

Net increase (decrease) in cash and cash equivalents

(2,707)

817

Cash and cash equivalents at beginning of period

5,972

5,155

Cash and cash equivalents at end of period

$3,265

$5,972

Supplemental cash flow information:

Cash paid for interest

$(775)

$(962)

Cash paid for income taxes

$(36)

$(26)

Supplemental disclosure of non-cash investing and financing activities:

Operating lease assets obtained in exchange for new operating lease liabilities

$—

$2,661

Issuance of common stock to Final Frontier, LLC as partial payment of earnout obligation

$1,000

$—

Issuance of subordinated debt for earnout obligation

$3,051

$—

ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED NON-GAAP MEASURES RECONCILIATION

Three Months Ended

Twelve Months Ended

(in thousands)

March 31, 2026

Dec. 31, 2025

March 31, 2025

March 31, 2026

March 31, 2025

Net income (loss)

$

(1,498

)

$

160

$

(2,912

)

$

(3,163

)

$

(11,801

)

Interest

128

203

220

780

1,019

Taxes

19

18

(1

)

60

42

Depreciation

164

206

385

877

1,344

Amortization of intangible assets

121

126

315

733

1,069

Amortization of debt issue costs

18

51

51

170

206

EBITDA

$

(1,048

)

$

764

$

(1,942

)

$

(543

)

$

(8,121

)

Stock-based compensation

163

(3

)

335

484

1,157

Deferred cost write-off for ATM

—

—

385

—

385

Sign-on bonus

—

—

—

500

—

Loss on debt extinguishment

562

—

—

562

—

Solar contract amendment

(1,338

)

—

—

(1,338

)

—

Deferred revenue - solar grants

(337

)

—

—

(337

)

—

Solar asset disposal

1,118

—

—

1,118

—

Restructuring costs

—

—

—

—

453

Severance

—

—

948

91

1,248

Impairment on assets

—

—

20

—

20

Earnout expenses

1,663

—

480

1,663

1,916

Adjusted EBITDA

$

783

$

761

$

226

$

2,200

$

(2,942

)

Item 9.01 - Financial Statements and Exhibits

36 words

Item 9.01(d) . Financial Statements and Exhibits.

Exhibit 99.1

Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated June 4, 2026

Exhibit 104

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

2