OESX - NASDAQ

Good morning, everyone, and welcome to Orion Energy Systems Fiscal 2025 Fourth Quarter Conference Call. [Operator Instructions] Now I'll turn to Bill Jones, Investor Relations, to begin.

Thank you, and good morning to all. Today, Sally Washlow, Orion's CEO; and Per Brodin, CFO, will review the company's fiscal 2025 results and outlook. And following their prepared remarks, we'll open the call to investor questions. Today's conference is being recorded. A replay will be posted in the Investors section of the company's website, orionlighting.com. As a reminder, please -- as a reminder, prepared remarks and answers to questions include statements that are forward-looking under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally include words such as anticipate, believe, expect, project or similar words. Also, any statements describing future objectives or goals, company plans and outlook are also forward-looking. These forward-looking statements are subject to various risks that could cause actual results to differ materially from current expectations. Risks include, among other matters, those that Orion has described in its press release issued this morning and its SEC filings. Except as described therein, Orion disclaims any obligation to update, revise forward-looking statements, which are made as of today. Reconciliations of certain non-GAAP financial metrics to their nearest GAAP measures are also provided in today's press release. Now I will turn the conference over to Orion's CEO, Sally Washlow, to begin. Sally?

Good morning, and thank you for your interest in Orion. As you may know, I took on the CEO position in mid-April, following nearly 3 years of service on Orion's Board of Directors. I've had the chance to speak with some of our investors since becoming CEO, but for most of you, this is the first time, and I look forward to getting to know you. It's an honor and exciting opportunity to lead Orion's impressive team. Over the past few years, Orion has made great strides in diversifying and enhancing a portfolio of complementary industry-leading products and services to better meet our customers' needs. We have also made significant progress reducing our cost structure and enhancing gross profit margins. and we have been very productive in developing new revenue opportunities. I feel we are moving in the right direction. However, it's clear that we need to do a better job, both developing and executing on our pipeline of product and service opportunities with greater urgency and that is my principal goal. While our lighting segment revenue remained challenged in FY '25, we achieved 37% growth in revenue at our Voltrek electric vehicle charging station solutions business. We also accomplished a substantial turnaround in the profitability of our electrical maintenance business. Based on the strength of that business, capabilities and performance, maintenance returned to sequential growth in FY '25 through the expansion of existing customer engagements. Looking into FY '26 and beyond, I am pleased to report that we have expanded our pipeline for LED lighting projects with a number of project wins that underscore our unique value proposition and enhance future revenue visibility. In our Q3 reporting, we highlighted new customer relationships and contracts that provide between $100 million and $200 million in total revenue potential over the next 5 years. And last month, we announced additional project wins that build on that potential. On the cost side, we have made meaningful reductions in the cost of our LED lighting fixtures through product reengineering, plant efficiency efforts and diversified sourcing, which are benefiting our LED lighting margins without impacting our ability to deliver the highest levels of design, quality and energy efficiency in our products. We also reduced our operating overheads by more than $4 million in FY '25, $2 million of which will be reflected as we progress through FY '26, and we intend to implement a further $1.5 million in annual overhead reductions during FY '26. Despite lower revenue, our operating discipline allowed Orion to achieve positive adjusted EBITDA in both Q3 and Q4 and positive operating cash flow for full fiscal 2025 year. My role is to build on this progress by bringing enhanced leadership, focus and urgency to our team and its efforts to achieve our growth and profitability goals. I strongly believe the Orion team possesses the skills, has industry-leading products, technical expertise, resources, customer relationships and service commitment to do just that. To better capitalize on the strengths of our 3 lines of business and the substantial base of customer relationships Orion has built over the past 20 years, we have reorganized our company into 2 commercial business units effective with the April 1 start of our fiscal 2026 year. The 2 units are Solutions, which includes products and services that we develop, manage and deliver to specific end customers' and Partners, which is focused on product sales via distribution agents, electrical contractors and energy service companies or ESCO channel. To provide a bit more insight, our Solutions business unit is focused on developing and executing across our full range of LED lighting, EV charging and maintenance service solutions. Solutions taps our full array of capabilities to deliver the greatest potential value to our customers and typically involves large projects in terms of revenue. The Solutions business unit also provides the potential to cross-sell and build new project and reoccurring revenue opportunities with our long-term customers. Our Partners business unit is focused on the sale of LED lighting and EV charging products through distribution channels such as ESCOs, electrical product distributors and lighting contractors. To strengthen our position in the Partners channel, Orion has developed new product lines such as Triton Pro, which balance performance, energy efficiency and design at competitive price points. These new products have been well received, and we're building on their success with additional products design based on partner feedback to resonate with our customers. We are also making focused investments to drive growth in the Partners business unit, including the addition of an industry veteran who will focus solely on this channel and our partners. Overall, our business reorganization is intended to deliver a more cohesive combination of capabilities across LED lighting, EV charging and electrical maintenance to optimize our success. So we have made some progress in developing business synergies over the past several months, it has become clear that we need to better leverage our engineering, design and national project management capabilities within the combined Solutions business unit. There is work to be done to further integrate the Solutions segment, including implementing systems and training to support our team members to represent and execute on our full array of offerings. Structure aside, the imperative for the team is to stay close -- in close contact with our customers and prospects and to remain focused in urgency to progress opportunities to the finish line or reassess and redeploy resources on more promising projects to fully maximize our business performance. In summary, Orion is clearly differentiated by the unique platform of high-quality, industry-leading products and innovative services we have been providing over more than 2 decades. These strengths, combined with our large base of long-term customers, our progress on costs margins and growing our project pipeline position Orion to deliver improving financial performance in FY '26 and longer term. I'm firmly committed and incentivized to make this happen for all of our stakeholders. With that overview, I will turn the call over to our CFO, Per Brodin, to review our financial performance and fiscal 2026 outlook.

Thank you, Sally. In Q4 '25, we reported revenue of $20.9 million, up sequentially from $19.6 million in Q3 '25, but below the $26.4 million achieved in Q4 '24. In addition, Orion has made excellent progress building its project backlog. On an annual basis, fiscal '25 revenues were $79.7 million versus $90.6 million in fiscal '24, reflecting the following segment trends. Our EV charging business delivered a strong performance both in Q4 '25 and for the full year in 2025, with revenues up 18% and 37%, respectively, as Voltrek expanded its geographic reach and executed on its order backlog. EV charging also achieved an improved gross margin of 28.3% in FY '25 versus 27.2% in FY '24, mainly due to an improvement in revenue mix as well as greater fixed cost absorption on higher revenue. In LED lighting, Q4 '24 and fiscal '24 revenues trailed the prior year periods by 33% and 22%, respectively, due to reduced major project activity as well as reduced product demand in our energy service company and electrical distribution channels. Lighting achieved a gross margin of 26.6% in fiscal '25 versus 27.3% in fiscal '24, offsetting much of the impact of lower revenues with targeted price increases, cost reductions and sourcing initiatives. We expect margins to improve on modestly higher LED revenues in fiscal '26 as Orion executes on its substantial backlog. As anticipated, our electrical maintenance services segment revenue decreased year-over-year to $4.1 million in Q4 '25 versus $5.2 million a year ago. However, the business achieved a substantial turnaround in gross margin following our strategic repricing actions to improve profitability and our exit from several large but unprofitable contracts. Fiscal '25 maintenance revenue was $15.2 million versus $17.1 million in fiscal '24, as new opportunities within existing customers provided sequential revenue improvements in each of the last 3 quarters of fiscal '25, offsetting more than half of the revenue loss due to the ending of legacy contracts. Maintenance services gross profit margin rebounded to 18.2% in fiscal '25 from 4.4% in fiscal '24, and we expect continued improvements in both revenue and profitability in fiscal '26. Overall, our blended gross profit margin increased 170 basis points to 27.5% in Q4 '25 versus 25.8% in fiscal '24. The increase was due to profitability improvements in maintenance and a higher margin revenue mix in EV charging as well as lower overhead costs. As Sally mentioned, we've reduced manufacturing costs on our base lighting products through reengineering and efficiency efforts in the plant. We expect our overall gross margin to remain strong in fiscal '26, though it will vary to some extent on a quarterly basis due to product mix and volume. Moving down the income statement. Our total operating expenses were $8.4 million in Q4 '25 versus $5 million in Q4 '24, primarily due to a $3.5 million year-over-year difference in the quarter for Voltrek earn-out expense, which was $0.5 million in Q4 '25 compared to a $3 million net credit adjustment in Q4 '24, reflecting the reversal of prior earn-out expense accruals. As we mentioned, Orion reduced its annual operating overhead run rate by more than $4 million during fiscal '25. However, roughly of this improvement will be reflected as we progress through fiscal '26. This progress was offset by a $1.6 million year-over-year increase in Voltrek earn- out expense reflected in fiscal '25 operating expenses, which improved to $30.8 million versus $31.7 million in fiscal '24. Orion's gross margin improvement was not sufficient to offset lower revenue and the $3.5 million year-over-year variance in earn-out expense, resulting in a Q4 '25 net loss of $2.9 million or $0.09 per share compared to net income of $1.6 million or $0.05 per share in Q4 '24. Likewise, our fiscal '25 net loss increased slightly to $11.8 million or $0.36 per share compared to a net loss of $11.7 million or $0.36 per share in fiscal '24. Cash generated from operations improved to a positive $600,000 in fiscal '25 from negative $10.1 million in fiscal '24, primarily due to inventory and other working capital management. We were also able to reduce revolver borrowings to $7 million at the close of fiscal '25 from $10 million a year ago. Net working capital was $8.7 million at year-end compared to $10.5 million last quarter and $16.8 million last year. Lower year-end current assets reflects our active working capital management, which includes a roughly $6 million year-over-year decrease in inventory investments. Year-end financial liquidity totaled $13 million as we disclosed -- and as we disclosed today, in order to pay Orion's Voltrek earn- out obligations, we've structured and executed a binding term sheet designed to resolve the obligation while mitigating the near-term liquidity impact. Under the term sheet, Orion intends to use $1 million -- issue $1 million of common stock in July, making $875,000 cash payment on August 1 and repay the remaining balance with a 2-year 7% subordinated note, which matures in July 2027. Based on our financial position, improved cost structure, margin profile and this revised earn-out structure, we believe Orion has sufficient capital to satisfy all of its obligations and to support its business and growth goals through fiscal 2026. Now turning to our outlook. We've initiated a fiscal '26 revenue outlook expectation of 5% to approximately $84 million, which will be reported based on our new Solutions and Partners business unit structure. For context to our prior reporting segments, our revenue outlook anticipates modest growth in LED lighting and electrical maintenance revenues. Additionally, despite the substantial long- term potential we see for EV charging station infrastructure, our fiscal '26 outlook currently anticipates flat to slightly lower EV charging revenues due to current uncertainty around the near-term scope, pace and funding for EV charging projects. Though we still have a few days left in our fiscal '26 first quarter, we currently expect total revenues in the vicinity of that achieved in Q1 '25, although it is likely to be slightly less. Based on expected operating costs and gross margin improvements, we believe our revenue growth outlook positions Orion to approach or achieve positive adjusted EBITDA for the full fiscal year. In developing our outlook, we try to incorporate current economic and business factors and their potential impacts on the timing and magnitude of existing and anticipated projects, including those outlined in today's press release. Of course, we plan to revisit our outlook commentary and refine it as required as we progress through fiscal 2026. And with that, I'll ask the operator to open the call to the Q&A session.

[Operator Instructions] Our first question is going to come from the line of Eric Stine with Craig-Hallum Capital Group.

So maybe I'll just start with the order trends. You called those out that you have seen a rebound or a strengthening in Q4, and that's continued into Q1. Curious, I mean, has that been pretty constant throughout the quarter? I know you're almost done with the quarter. Is this something you expect to see in Q2 and going forward? And maybe, what do you attribute that to, if there's something specific? Is it just more comfort at the federal level that budgets are not going to be cut or buildings closed and all of the noise that was coming out a couple of months ago?

I can start with that. So nice to connect today. We saw the beginning of the year got off to a really good start with orders. And April was probably our strongest, and then May and June continue to progress. So we expect that to be -- to continue. Fortunately, the noise has -- less noise has helped and we continue to execute upon the projects that we have in the backlog and continue to build that backlog as well.

I think maybe for a little more color. Some of that is actualization of orders related to some of the projects that we've talked about in the past that may have not yet manifested themselves in orders. So those are starting to come through and reflect themselves in the pipeline themselves.

Got it. Okay. That is helpful. And I guess, for my second one, maybe just on EV charging. Can certainly appreciate the uncertainty that you are calling out and also the long-term. But just what are the assumptions that go into you thinking that, that business in fiscal '26 is flat to down? I mean are you factoring in any improvement in the macro? Just any thoughts around that would be helpful.

We're taking a conservative approach with that segment for this upcoming fiscal year. But we have a strong pipeline of projects. And we continue to look at the overall environment through EV sales and the need for the infrastructure to continue to be built. So we're leveraging the work that we've done in the areas that we have, along with the fleets that we work with and their continued progress of building electrified fleets and then us being the provider of choice to help them with the infrastructure to support those fleets.

Got it. And you've talked about in the past a pretty big pipeline there. I mean is it fair that part of this is just the pipeline is still there, that hasn't changed, but the closing of that pipeline is a main factor.

Yes, it is. We have a good pipeline. I think some of the noise at the federal level has hurt, but we continue to progress on several projects and we'll continue to stay focused and quite frankly, capture market share where we can on those projects.

Our next question is going to come from the line of Sameer Joshi with H.C. Wainwright.

Just following up on the previous -- Eric's question on EV visibility. Your 4Q revenue, fiscal 4Q revenue was actually sequentially the highest of the year of the 4 quarters. And it seems that although there is noise at the federal level and in general against the EV industry in general, it seems that on the ground, the sales have not been impacted so much. So are you just being overcautious in the outlook for EV?

I think, Sameer, the way we're thinking about it is we do have a strong pipeline, as Sally mentioned in her comments. I think we have said previously that to date, we have not been a subject to direct federal funding issues on the EV side. So we don't see that necessarily as such a large impact on our EV business. However, there is maybe some additional impact down the road, depending on how it affects the overall environment in EV. We did have one significant project that was impacted by some of the federal actions and that one project was canceled mid project. But we feel that through the funding that's available through both utilities and states that we'll have enough to achieve our -- what we think is conservative objective, but there certainly is -- remains uncertainty in that sector, just depending on, say, on timing of when the infrastructure improvements will be made.

Understood. Just a couple of quick ones. Earnout for 2026, you mentioned $1 million and the $875,000. Is there anything else? Do we expect it to be paid during the year based on performance or this is it?

The end of fiscal 2025 was the end of the earnout opportunity related to that purchase. So the obligation that we have remaining will only be, I'll say, subject to the payment and stock in July, the $875,000 mentioned, and then the remaining balance, which is subject to agreement on the final amount as we move forward, but there will be no more or not opportunity per se. And that remaining balance is subject to the subordinated note that we mentioned in the prepared remarks.

Understood. Yes, the one that is decided -- will be decided later. Okay, got it. And then in terms of cadence of revenues throughout the quarter, you mentioned first quarter is likely to be flat or down. Rest of the quarter, should we expect year-over-year increase in that 5%-ish range? Or do you see any other variability from where you sit right now?

So right now, we see the quarters playing out relatively consistently. Obviously, they'll need to be above the amount that I alluded to that we expect to achieve in Q1, but not significantly. We're not expecting this year to be back-end loaded as we've seen in the last couple of years. So overall, I expect it to be a little more even, but obviously, the subsequent quarters to Q1 will be higher in order to achieve our outlook.

Understood. And then last one on gross margins. We see the outlook. But in terms of the business units, Partners and Solutions, should we expect different levels of gross margins there? And also maybe I can squeeze in, will you be also providing EV and LED gross margin separately in this going forward?

I'll address the last question first. I'll say we have to refine what our external reporting will be. In general, we'll report -- expect to report on the Partners and Solutions basis. Certainly expect to provide color on a revenue basis for some of the other things that we've done historically, and then we'll have to determine what we -- how granular we get from a gross margin standpoint. Going back to the beginning of your question, we expect those margins to be relatively consistent. I think overall, as we said, we expect to be at a level higher than what we achieved this quarter based on the savings and other product initiatives that we've initiated.

Our next question is going to come from the line of Gowshi Sri with Singular Research.

Can you hear me?

Yes.

Yes.

So just following up on that gross margin question. Just given that the EV segment is forecasted to be flat and the Q -- the margin improvement is coming from sourcing improvements and some temporary pricing actions, how can you maintain that margin improvement? Is that through -- mainly through sourcing improvements? Or is that some of the -- is that some of the pricing actions also being priced in?

I'd say a lot of the improvement we expect to come through the lighting and the services side, and we expect to maintain reasonable. We expect EV margins to remain reasonably consistent. So some of that is just pricing of projects and supply chain initiatives.

Okay. Okay. And on the earn-out side, what is the thought process behind settling at stock prices at these depressed prices? And is there any kind of provision for preventing further shareholder value issue?

The thought process was to reach an agreement that was satisfactory to both sides of this agreement and to, as we mentioned, mitigate some of the liquidity impact in the near term. So that was the agreement we reached in terms of a combination of shares, cash and subordinated notes.

Got you. And just my last question. In terms of -- with the management holding back performing bonuses, could you specify if the NASDAQ compliance is also expertly included in that compensation package?

I'm sorry, we didn't hear that entire question. Could you repeat?

So I suppose, it's directed at Sally or you. The compensation bonus is kind of tied to the performance milestone. Is the NASDAQ compliance also kind of explicitly included in that compensation?

It's, I mean, it's tied to the NASDAQ compliance and per se, the shares will be appropriately allocated to whatever we might have to do in terms of keeping that compliance. That answers your question.

[Operator Instructions] Our next question is going to come from the line of Bill Dezellem with Tieton Capital Management.

I'd actually like to pick up on a couple of the questions that have already been asked. But first of all, the federal government rule changes, would you please walk us through the ones that actually impact you all? There's just been so much noise that I've lost track of what is a headwind, what is a tailwind, what is simply noise? Would you walk us through that, please?

Are you referring to specifically the EV segment?

I'm actually referring to both because I think there's been a lot of discussion just in the government in general. So I'm throwing a light, asking for a little help here.

Okay. Sure, sure. Yes, there has been no shortage. So I'll start with the EV side, and Per can certainly add to this. When -- as Per said, we were minimally impacted by one direct government project that we had on EV. And it was canceled. We fully recovered much of our costs within that as well based upon the contract. I guess the other side of this good news, bad news, we were not -- we didn't have a big pipeline of business tied directly to NEVI. So we were never really getting the tailwinds of all of that. So it hasn't -- the funding, the NEVI funding and the lack thereof has not directly impacted our EV pipeline per se. On the lighting side of the business, we have several projects in our pipeline that remain to be strong. They're getting executed within various sectors of the federal government. And if anything, they're growing and maybe it's because they're in areas that the current -- the current administration is focused on as well. Per, I'm not sure if you want to add more there.

Yes. I think just touching on both of those points. On the NEVI side, I think, as we have discussed in previous calls, we never really got a lot of tailwind from that effort, and that is one of the items that we believe has been scuttled as part of the new administration. So while we thought that may ultimately provide some tailwind in the EV sector for us, it hadn't yet and now we obviously don't expect it to. The one specific project that was canceled just for clarity, we -- that project was in process. So we achieved some benefit from that, but then it was since canceled by the government, and we don't expect that to move forward at any other time. And that again was an EV project. And then with respect to the other projects we have with the federal government, we have significant revenues expected in fiscal '26 and those are underway. You will see in Q1 some significant benefit from those projects, and we expect that to continue throughout the rest of '26. And then I guess one follow-on just to clarify, a lot of the, say, impetus that helps drive our business is driven by, one. It is driven by funding, it is driven by funding from utilities and state monies so that is not nearly as subject to federal funding as it is, the savings trying to be achieved by electric utilities as well as the state's efforts to improve their infrastructure.

Great. And then relative to the new structure that you have talked about, Partners versus Solutions. Is that now possible because the Voltrek earnout is complete? Or is that peer coincidence, the timing of those two?

I mean it's certainly possible because the earnout is complete, but there's a lot of things that we can do within the 2 businesses and combining solutions allows us to further leverage our national footprint and capabilities to expand a lot of the projects, that work that we do in other geographic areas. So the timing is right for it, and we're moving forward with that initiative.

So you wouldn't -- you would or would not say that it's -- that could not have happened prior to the earnout being complete and therefore, now it's possible?

I think it could have happened. It didn't happen. But we are moving forward with it.

Okay. That's helpful, Sally. And then relative to the industry veteran that you've hired for the channel sales. Would you expound upon that, please?

Sure. He is a returning Orion team member and is excited about the future potential that we have, and we were able to get him to rejoin the company and lead a channel that, quite frankly, we have struggled with over the past couple of years. So we're excited to have him back and he's a very productive leader and driver within that channel.

All right. With that additional color, I have to ask, what prompted him to leave and where did he go?

He went to a competitor and maybe wasn't happy with some of the direction. But he's looking forward to the future here and knows that we have a great team, which we do, and we have great products, and he's happy to represent them again and help us rebuild that channel.

Great. And then relative to the commentary about your wins in fiscal Q4 and those continuing here in the first quarter, would you talk in more detail about those than you have up to this point?

I mean some of them we did announce, but in terms of some of the wins, I think the great news that Orion brings is our flexible supply chain, how we're able to work with customers and meet their needs. So we've had -- we've just touched upon government agencies that are specifically looking to us for our BAA products. So that has been some wins and those projects continue. We've recently won a national bank with nice revenue potential through an ESCO partner. So we continue to build our product pipeline and there's more to come in that realm as well.

And then relative to the tariffs and just the shifting global cost structure as a result, have you seen any clear direct impact yet from your domestic -- the benefits of your domestic manufacturing? Or is it still too early because it's really unknown what the tariffs are going to be country by country?

Yes, Bill, I think it's safe to say there's more unknown than known at this point. It's something we monitor on an ongoing basis. We believe, based on what we know today, we'll be able to manage through this. Our intent is to manage through it and, I'll just call it, a neutral basis. But there's more to come based on the news that comes every day. But as of yet, no significant impact.

Understood. And then lastly, given that we are only just a few days away from the end of this quarter, any additional insight that you can share beyond what you already have on this call with an earlier question would be appreciated.

No, I think that's about as much color as we care to bring about the quarter, certainly incremental to what we typically do, but we felt that based on where we are relative to the quarter ending next week, that we'd provide that color and we look forward to reporting it out the beginning of August.

Our next question comes from the line of Steve Rudd with [ Blackwell. ]

Sally, you're -- I mean, at this point, not new, but still fairly new to the job. What are the frustrations you're seeing with the corporate structure there have to be? And then what will you do or what is your path to expedite the remedying of it?

So you're right. I am fairly new, and we've been working hard this quarter on that structure. I think that the synergies and the cross- selling that we can do within our Solutions business, I think there's a lot more that we can capitalize on there just in terms of how we scale the business and how those teams can work together. So I think that's a great potential for the future within Solutions is our maintenance business, our EV business as well as a lot of the project work that we do. And I think that there's a lot to be had within that group. So maybe we've been a little too siloed in that, and we're certainly breaking that down. There's a lot of maintenance work to be done across the U.S., not only in lighting but in EV, and we have a footprint that can help manage that. And then on the Partner side, some of it is some channel rebuilding and as we spoke to earlier, bringing back an industry veteran to lead that will help us lean into that channel as well and also bring new products to that channel that are required to sell and compete in that channel. So we're going to move quicker and with greater urgency.

Sally, it sounds to me like you've got large opportunities in your cost structure. I mean do I agree -- do you -- I mean to specifically personnel, do you see that as well? I mean that seems to be where -- and of course, that always drops quickest to the bottom line. But is -- am I reading that correctly?

We're always looking into that to maximize the team's capability, but I want to stabilize the team and get us on the path to growth as well and have some team members learn from each other in terms of their specific lines of business and how do we capitalize on how we execute some of these projects in the market as well within a greater national footprint.

This concludes the question-and-answer session, and I'll turn the call back to Sally Washlow for concluding remarks.

I want to thank everyone for taking the time to join us today. We look forward to updating investors on our first quarter call in early August. And in the meantime, we hope to meet with you in person or virtually at upcoming conferences, which we will announce as confirmed. We are currently planning to participate in a few investment conferences beginning in late August and September, which we will announce via press release once confirmed. You may also reach out to our Investor Relations team with any questions. Their contact information is at the bottom of our press release. Thanks again for your time today and your interest in Orion. Operator, I'll turn it back to you.