Orion Energy Systems (OESX) 10-Q 7 Feb 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2023	Jan. 31, 2024
Cover [Abstract]
Entity Registrant Name	Orion Energy Systems, Inc.
Entity Central Index Key	0001409375
Document Type	10-Q
Document Period End Date	Dec. 31, 2023
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--03-31
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
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		32,561,601

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Assets
Cash and cash equivalents	$ 4,967	$ 15,992
Accounts receivable, net	15,714	13,728
Revenue earned but not billed	1,692	1,320
Inventories, net	20,843	18,205
Prepaid expenses and other current assets	2,472	1,116
Total current assets	45,688	50,361
Property and equipment, net	10,026	10,470
Goodwill	1,484	1,484
Other intangible assets, net	5,191	6,004
Other long-term assets	3,021	3,260
Total assets	65,410	71,579
Liabilities and Shareholders’ Equity
Accounts payable	18,866	13,405
Accrued expenses and other	11,657	10,552
Deferred revenue, current	172	480
Current maturities of long-term debt	7	17
Total current liabilities	30,702	24,454
Revolving credit facility	10,000	10,000
Long-term debt, less current maturities	0	3
Deferred revenue, long-term	432	489
Other long-term liabilities	3,618	3,384
Total liabilities	44,752	38,330
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2023 and March 31, 2023; no shares issued and outstanding at December 31, 2023 and March 31, 2023	0	0
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2023 and March 31, 2023; shares issued: 42,021,341 at December 31, 2023 and 41,767,092 at March 31, 2023; shares outstanding: 32,551,737 at December 31, 2023 and 32,295,408 at March 31, 2023	0	0
Additional paid-in capital	161,594	160,907
Treasury stock, common shares: 9,469,604 at December 31, 2023 and 9,471,684 at March 31, 2023	(36,234)	(36,237)
Retained deficit	(104,702)	(91,421)
Total shareholders’ equity	20,658	33,249
Total liabilities and shareholders’ equity	$ 65,410	$ 71,579

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
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)	42,021,341	41,767,092
Common stock, shares outstanding (in shares)	32,551,737	32,295,408
Treasury stock (in shares)	9,469,604	9,471,684

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Revenues	$ 25,971	$ 20,288	$ 64,170	$ 55,754
Cost of revenue	19,604	15,507	50,063	42,984
Gross profit	6,367	4,781	14,107	12,770
Operating expenses:
General and administrative	4,910	5,484	15,689	13,183
Acquisition related costs	0	493	56	840
Sales and marketing	3,170	2,983	9,778	8,521
Research and development	349	409	1,211	1,374
Total operating expenses	8,429	9,369	26,734	23,918
Loss from operations	(2,062)	(4,588)	(12,627)	(11,148)
Other income (expense):
Other income	25	0	37	0
Interest expense	(193)	(64)	(561)	(97)
Amortization of debt issue costs	(25)	(16)	(74)	(47)
Interest income	0	0	2	0
Total other expense	(193)	(80)	(596)	(144)
Loss before income tax	(2,255)	(4,668)	(13,223)	(11,292)
Income tax expense	1	19,391	58	17,933
Net loss	$ (2,256)	$ (24,059)	$ (13,281)	$ (29,225)
Basic net loss per share attributable to common shareholders	$ (0.07)	$ (0.75)	$ (0.41)	$ (0.93)
Weighted-average common shares outstanding	32,531,563	32,047,755	32,460,398	31,510,547
Diluted net loss per share	$ (0.07)	$ (0.75)	$ (0.41)	$ (0.93)
Weighted-average common shares and share equivalents outstanding	32,531,563	32,047,755	32,460,398	31,510,547
Product revenue
Revenues	$ 17,007	$ 15,399	$ 46,266	$ 41,715
Cost of revenue	12,302	11,480	33,258	31,152
Service revenue
Revenues	8,964	4,889	17,904	14,039
Cost of revenue	$ 7,302	$ 4,027	$ 16,805	$ 11,832

UNAUDITED CONDENSED CONSOLIDA_4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock, Shares	Common Stock, Additional Paid-in Capital	Treasury Stock	Retained 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
Exercise of stock options for cash	54		54
Exercise of stock options for cash (shares)		26,646
Shares issued under Employee Stock Purchase Plan	1			1
Shares issued under Employee Stock Purchase Plan (shares)		443
Stock-based compensation	254		254
Stock-based compensation (shares)		125,744
Employee tax withholdings on stock-based compensation	(2)			(2)
Employee tax withholdings on stock-based compensation (shares)		(634)
Net loss	(2,835)				(2,835)
Shareholders' equity, end of period at Jun. 30, 2022	62,572		158,727	(36,240)	(59,915)
Shareholders' equity, at end of period (shares) at Jun. 30, 2022		31,250,071
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
Net loss	(29,225)
Shareholders' equity, end of period at Dec. 31, 2022	38,153		160,696	(36,238)	(86,305)
Shareholders' equity, at end of period (shares) at Dec. 31, 2022		32,291,974
Shareholders' equity, beginning of period at Jun. 30, 2022	62,572		158,727	(36,240)	(59,915)
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2022		31,250,071
Shares issued under Employee Stock Purchase Plan	1			1
Shares issued under Employee Stock Purchase Plan (shares)		648
Stock-based compensation	733		733
Stock-based compensation (shares)		105,192
Net loss	(2,331)				(2,331)
Shareholders' equity, end of period at Sep. 30, 2022	60,975		159,460	(36,239)	(62,246)
Shareholders' equity, at end of period (shares) at Sep. 30, 2022		31,355,911
Issuance of common stock for acquisition, (shares)		620,067
Issuance of common stock for acquisition	770		770
Issuance of common stock for services, (shares)		10,976
Issuance of common stock for services	18		18
Shares issued under Employee Stock Purchase Plan	$ 1			1
Shares issued under Employee Stock Purchase Plan (shares)	621	621
Stock-based compensation	$ 448		448
Stock-based compensation (shares)		304,686
Employee tax withholdings on stock-based compensation (shares)		(287)
Net loss	(24,059)				(24,059)
Shareholders' equity, end of period at Dec. 31, 2022	38,153		160,696	(36,238)	(86,305)
Shareholders' equity, at end of period (shares) at Dec. 31, 2022		32,291,974
Shareholders' equity, beginning of period at Mar. 31, 2023	33,249		160,907	(36,237)	(91,421)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2023		32,295,408
Shares issued under Employee Stock Purchase Plan	1			1
Shares issued under Employee Stock Purchase Plan (shares)		699
Stock-based compensation	188		188
Stock-based compensation (shares)		206,451
Net loss	(6,637)				(6,637)
Shareholders' equity, end of period at Jun. 30, 2023	26,801		161,095	(36,236)	(98,058)
Shareholders' equity, at end of period (shares) at Jun. 30, 2023		32,502,558
Shareholders' equity, beginning of period at Mar. 31, 2023	33,249		160,907	(36,237)	(91,421)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2023		32,295,408
Net loss	(13,281)
Shareholders' equity, end of period at Dec. 31, 2023	20,658		161,594	(36,234)	(104,702)
Shareholders' equity, at end of period (shares) at Dec. 31, 2023		32,551,737
Shareholders' equity, beginning of period at Jun. 30, 2023	26,801		161,095	(36,236)	(98,058)
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2023		32,502,558
Shares issued under Employee Stock Purchase Plan	1			1
Shares issued under Employee Stock Purchase Plan (shares)		762
Stock-based compensation	226		226
Net loss	(4,388)				(4,388)
Shareholders' equity, end of period at Sep. 30, 2023	22,640		161,321	(36,235)	(102,446)
Shareholders' equity, at end of period (shares) at Sep. 30, 2023		32,503,320
Issuance of common stock for services, (shares)		5,859
Issuance of common stock for services	6		6
Shares issued under Employee Stock Purchase Plan	$ 1			1
Shares issued under Employee Stock Purchase Plan (shares)	672	672
Stock-based compensation	$ 267		267
Stock-based compensation (shares)		41,939
Employee tax withholdings on stock-based compensation (shares)		(53)
Net loss	(2,256)				(2,256)
Shareholders' equity, end of period at Dec. 31, 2023	$ 20,658		$ 161,594	$ (36,234)	$ (104,702)
Shareholders' equity, at end of period (shares) at Dec. 31, 2023		32,551,737

UNAUDITED CONDENSED CONSOLIDA_5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (13,281)	$ (29,225)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation	1,067	974
Amortization of intangible assets	813	373
Stock-based compensation	681	1,435
Amortization of debt issue costs	74	47
Deferred income tax	0	17,804
Loss on sale of property and equipment	84	10
Provision for inventory reserves	325	407
Provision for credit losses	170	25
Other	1	150
Changes in operating assets and liabilities:
Accounts receivable	(2,156)	(431)
Revenue earned but not billed	(372)	(321)
Inventories	(2,963)	1,001
Prepaid expenses and other assets	(1,189)	609
Accounts payable	5,506	2,418
Accrued expenses and other	1,337	(566)
Deferred revenue, current and long-term	(364)	42
Net cash used in operating activities	(10,267)	(5,248)
Investing activities
Cash to fund acquisition, net of cash received	0	(5,508)
Purchases of property and equipment	(868)	(573)
Additions to patents and licenses	0	(9)
Proceeds from sale of property, plant and equipment	118	0
Net cash used in investing activities	(750)	(6,090)
Financing activities
Payment of long-term debt	(11)	(12)
Proceeds from revolving credit facility	0	5,000
Payments of revolving credit facility	0	0
Payments to settle employee tax withholdings on stock-based compensation	0	(2)
Deferred Financing Costs	0	(29)
Proceeds from employee equity exercises	3	57
Net cash (used in) provided by financing activities	(8)	5,014
Net decrease in cash and cash equivalents	(11,025)	(6,324)
Cash and cash equivalents at beginning of period	15,992	14,466
Cash and cash equivalents at end of period	4,967	8,142
Supplemental disclosure of non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities	363	0
Issuance of common stock in connection with acquisition	$ 0	$ 770

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,256)	$ (4,388)	$ (6,637)	$ (24,059)	$ (2,331)	$ (2,835)	$ (13,281)	$ (29,225)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
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

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Dec. 31, 2023
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 station 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, Lawrence, Massachusetts and Pewaukee, Wisconsin.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Dec. 31, 2023
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 and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC on June 12, 2023. Certain reclassifications were made to prior year amounts to conform to the current year presentation. 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 . 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, inventory obsolescence, 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. Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is primarily deposited wit h one financial institu tion. At times, deposits in this institution exceeds 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 the three months ended December 31, 2023 , one supplier accounted for 12.6 % of total cost of revenue. For the three months ended December 31, 2022 , one supplier accounted for 13.3 % of total cost of revenue. For each of the nine months ended December 31, 2023 and 2022 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2023 , one customer accounted for 27.1 % and 22.4 % of total revenue, respectively. For the three and nine months ended December 31, 2022 , one customer accounted for 18.2 % and 16.1 % of total revenue, respectively. As of December 31, 2023, two customers accounted for 25.2 % and 11.4 % o f accounts receivable, respectively. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable. Compliance with the Continued Listing Standards of the Nasdaq Capital Market (“Nasdaq”) On December 21, 2023, Orion received a deficiency notice from Nasdaq that Orion was not in compliance with Rule 5450(a)(1) of the listing requirements (the “Minimum Bid Price Requirement”) because the per share closing bid price had been below $ 1.00 for thirty consecutive business days. On January 26, 2024, Orion received notice from Nasdaq Capital Market that Orion had regained compliance with Nasdaq's minimum price requirement. 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments were effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion adopted ASU 2016-13 effective April 1, 2023. The effect of adoption was immaterial. Issued: Not Yet Adopted 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. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, 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.

REVENUE

REVENUE	9 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 3 — REVENU E Orion generates revenue primarily by selling manufactured or sourced commercial lighting fixtures and components, sourced electric vehicle chargers and related products, installing these products in customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) when control of the goods or services being provided (which we refer to as a performance obligation) is transferred to a customer at an amount that reflects the consideration Orion expects to receive in exchange for those goods or services. 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 Electric Vehicle Charging segment ("EV") and complement Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions and renewals 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 and renewals, 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 Condensed Consolidated Statement of Operations. Revenue from the lighting and 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 Condensed Consolidated Statement of Operations. The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2023 and December 31, 2022 (dollars in thousands): Three Months Ended December 31, 2023 Nine Months Ended December 31, 2023 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 13,773 $ 4,745 $ 18,518 $ 37,486 $ 7,190 $ 44,676 Maintenance services 1,080 3,529 4,609 2,855 9,141 11,996 Electric vehicle charging 2,128 690 2,818 5,862 1,573 7,435 Solar energy related revenues 7 — 7 20 — 20 Total revenues from contracts with customers 16,988 8,964 25,952 46,223 17,904 64,127 Revenue accounted for under other guidance 19 — 19 43 — 43 Total revenue $ 17,007 $ 8,964 $ 25,971 $ 46,266 $ 17,904 $ 64,170 Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,543 $ 1,679 $ 13,222 $ 36,006 $ 5,073 $ 41,079 Maintenance services 772 2,534 3,306 2,516 8,290 10,806 Electric vehicle charging 2,154 676 2,830 2,154 676 2,830 Total revenues from contracts with customers 14,469 4,889 19,358 40,676 14,039 54,715 Revenue accounted for under other guidance 930 — 930 1,039 — 1,039 Total revenue $ 15,399 $ 4,889 $ 20,288 $ 41,715 $ 14,039 $ 55,754 The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of December 31, 2023 and March 31, 2023 (dollars in thousands): December 31, March 31, Accounts receivable, net $ 15,714 $ 13,728 Contract assets $ 1,692 $ 1,320 Contract liabilities $ 82 $ 480 There were no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. Deferred revenue, current as of December 31, 2023 and March 31, 2023, includes $ 0.1 million and $ 0.5 million, respectively, of contract liabilities which represent consideration received from a customer contract on which installation has not yet begun and Orion has not fulfilled the promises included. Of the $ 0.5 million outstanding as of March 31, 2023, $ 0.5 million has subsequently been recognized as revenue.

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET	9 Months Ended
	Dec. 31, 2023
Receivables [Abstract]
ACCOUNTS RECEIVABLE, NET	NOTE 4 — ACCOUNTS RECEIVABLE, NET As of December 31, 2023 and March 31, 2023, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): December 31, March 31, Accounts receivable, gross $ 15,966 $ 13,814 Allowance for credit losses ( 252 ) ( 86 ) Accounts receivable, net $ 15,714 $ 13,728 Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ ( 272 ) $ ( 41 ) $ ( 86 ) $ ( 8 ) Reserve adjustment 20 — 20 — Credit loss expense — ( 15 ) ( 190 ) ( 48 ) Write-off — — 4 — End of period $ ( 252 ) $ ( 56 ) $ ( 252 ) $ ( 56 )

INVENTORIES, NET

INVENTORIES, NET	9 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORIES, NET	NOTE 5 — INVENTORIES, NET As of December 31, 2023 and March 31, 2023, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of December 31, 2023 Raw materials and components $ 8,322 $ ( 1,142 ) $ 7,180 Work in process 497 ( 136 ) 361 Finished goods 13,977 ( 675 ) 13,302 Total $ 22,796 $ ( 1,953 ) $ 20,843 As of March 31, 2023 Raw materials and components $ 9,988 $ ( 1,094 ) $ 8,894 Work in process 693 ( 135 ) 558 Finished goods 9,313 ( 560 ) 8,753 Total $ 19,994 $ ( 1,789 ) $ 18,205

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Dec. 31, 2023
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. Other current assets as of December 31, 2023 and March 31, 2023 consists primarily of $ 1.6 million and $ 0 , respectively, of prepaid software and services.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	9 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 7 — PROPERTY AND EQUIPMENT, NET As of December 31, 2023 and March 31, 2023, property and equipment, net, included the following (dollars in thousands): December 31, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,923 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,136 11,234 Vehicles 982 720 Construction in Progress 103 37 Gross property and equipment 35,618 35,234 Less: accumulated depreciation ( 25,592 ) ( 24,764 ) Total property and equipment, net $ 10,026 $ 10,470

LEASES

LEASES	9 Months Ended
	Dec. 31, 2023
Leases [Abstract]
LEASES	NOTE 8 — LEASES From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Orion accounts for leases in accordance with ASC 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification December 31, 2023 March 31, 2023 Assets Operating lease assets Other long-term assets $ 1,966 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 969 $ 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,377 1,826 Total lease liabilities $ 2,346 $ 2,649 Orion had operating lease costs of $ 0.5 million and $ 1.5 million for the three and nine months ended December 31, 2023 , respectively. Orion had operating lease costs of $ 0.4 million and $ 1.2 million for the three and nine months ended December 31, 2022, respectively. The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2024 (period remaining) $ 267 Fiscal 2025 1,083 Fiscal 2026 984 Fiscal 2027 177 Thereafter — Total lease payments $ 2,511 Less: Interest ( 165 ) Present value of lease liabilities $ 2,346

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS, NET	9 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS, NET	NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS, NET Orion had $ 0.9 million of goodwill related to its purchase of Voltrek in the third quarter of fiscal 2023, which has an indefinite life, and is assigned to the EV Charging operating segment. Orion had $ 0.6 million of goodwill related to its purchase of Stay-Light Lighting during fiscal year 2022, which has an indefinite life, and is assigned to the Maintenance operating segment. See Note 18 – Acquisition for further discussion of the Voltrek acquisition. As of December 31, 2023 and March 31, 2023, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): December 31, 2023 March 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,005 ) $ 516 8.3 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 140 ) 324 3.7 464 ( 73 ) 391 Customer relationships 5,509 ( 4,307 ) 1,202 3.3 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 461 ) 2,139 6.0 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,871 ) $ 4,181 5.3 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Amortization expense on intangible assets was $ 0.3 million and $ 0.8 million for the three and nine months ended December 31, 2023, respectively. Amortization expense on intangible assets was $ 0.3 million and $ 0.4 million for the three and nine months ended December 31, 2022, respectively. The estimated amortization expense for the remainder of fiscal 2024, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2024 (period remaining) $ 272 Fiscal 2025 1,083 Fiscal 2026 845 Fiscal 2027 587 Fiscal 2028 516 Fiscal 2029 469 Thereafter 409 Total $ 4,181

ACCRUED EXPENSES AND OTHER

ACCRUED EXPENSES AND OTHER	9 Months Ended
	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
ACCRUED EXPENSES AND OTHER	NOTE 10 — ACCRUED EXPENSES AND OTHER As of December 31, 2023 and March 31, 2023, accrued expenses and other included the following (dollars in thousands): December 31, March 31, Accrued acquisition earn-out $ 2,625 $ 3,000 Accrued project costs 2,468 1,218 Other accruals 2,177 2,598 Compensation and benefits 2,094 1,412 Credits due to customers 1,143 1,310 Warranty 542 497 Sales tax 373 274 Sales returns reserve 196 71 Legal and professional fees 39 172 Total $ 11,657 $ 10,552 Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and 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): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ 675 $ 698 $ 646 $ 860 Accruals 156 75 301 271 Warranty claims (net of vendor reimbursements) ( 125 ) ( 149 ) ( 241 ) ( 507 ) End of period $ 706 $ 624 $ 706 $ 624

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE	9 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
NET LOSS PER COMMON SHARE	NOTE 11 — NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents. Diluted net loss per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. For the three and nine months ended December 31, 2023 and 2022 , Orion was in a net loss position; therefore, the Basic and Diluted weighted-average shares outstanding are equal because any increase to the basic shares would be anti-dilutive. Net (loss) income per common share is calculated based upon the following shares: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss (in thousands) $ ( 2,256 ) $ ( 24,059 ) $ ( 13,281 ) $ ( 29,225 ) Denominator: Weighted-average common shares outstanding 32,531,563 32,047,755 32,460,398 31,510,547 Weighted-average common shares and common share 32,531,563 32,047,755 32,460,398 31,510,547 Net loss per common share: Basic $ ( 0.07 ) $ ( 0.75 ) $ ( 0.41 ) $ ( 0.93 ) Diluted $ ( 0.07 ) $ ( 0.75 ) $ ( 0.41 ) $ ( 0.93 ) The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Common stock options — 85,136 — 85,136 Time-Based Restricted shares 881,870 519,785 881,870 519,785 Performance-Based Restricted shares 708,377 178,669 708,377 178,669 Total 1,590,247 783,590 1,590,247 783,590

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
LONG-TERM DEBT	NOTE 12 — LONG-TERM DEBT Long-term debt consisted of the following (dollars in thousands): December 31, March 31, Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 7 20 Total long-term debt 10,007 10,020 Less current maturities ( 7 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003 Revolving Credit Agreement On December 29, 2020, Orion entered into a $ 25 million Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $ 20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”). The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans. The Credit Agreement provides for a five-year $ 25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025 . Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of December 31, 2023, the borrowing base of the Credit Facility supported $ 22.5 million of availability, with $ 12.5 million of remaining availability net of $ 10.0 million borrowed. 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, Inc. ("Stay-Lite Lighting") and Voltrek, as secured collateral under the Credit Agreement. Accordingly, eligible assets of Stay-Lite and Voltrek are now included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarified 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. As of December 31, 2023, Orion was in compliance with all debt covenants. Equipment Debt Obligations In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $ 44 thousand and $ 30 thousand to fund the purchase of certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43 % and 8.77 % per annum, respectively, and both debts mature in January 2024 .

INCOME TAXES

INCOME TAXES	9 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 13 — INCOME TAXES Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book income (loss) before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended December 31, 2023 and 2022 , Orion recorded income tax expense of $ 0 and $ 19.4 million, respectively, using this methodology. For the nine months ended December 31, 2023 and 2022 , Orion recorded income tax expense of $ 0.1 million and $ 17.9 million, respectively, using this methodology. The decrease in Orion's tax expense, in both periods ended December 31, 2023, relates primarily to a 2022 non-cash charge of $ 17.8 million in relation to recording a valuation allowance associated with Orion’s domestic federal and state deferred tax assets. As of December 31, 2023 and March 31, 2023, Orion had a full valuation allowance against its net deferred tax asset balance. 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 deferred tax assets are able to be realized, an adjustment to the deferred tax asset would increase income in the period such determination is made. 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 Orion’s provision for income taxes. Uncertain Tax Positions As of December 31, 2023, Orion’s balance of gross unrecognized tax benefits was approximately $ 0.2 million, all of which would reduce Orion’s effective tax rate if recognized. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax (benefit) expense. Penalties and interest are included in the unrecognized tax benefits.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 — COMMITMENTS AND CONTINGENCIES Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. Orion does not believe the final resolution of any of such claims or legal proceedings will have a material adverse effect on Orion’s future results of operations or financial condition.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	9 Months Ended
	Dec. 31, 2023
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”. In the three months ended December 31, 2023 , Orion issued 672 shares under the ESPP plan at a closing market price of $ 0.87 . In the three months ended December 31, 2022 , Orion issued 621 shares under the ESPP plan at a closing market price of $ 1.82 . 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 from time to time, having an aggregate offering price of up to $ 50 million. No share sales have been effected pursuant to the ATM program through December 31, 2023 .

STOCK OPTIONS AND RESTRICTED SH

STOCK OPTIONS AND RESTRICTED SHARES	9 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK OPTIONS AND RESTRICTED SHARES	NOTE 16 — STOCK OPTIONS AND RESTRICTED SHARES At Orion's 2023 annual meeting of shareholders (the “2023 Annual Meeting”) held on August 10, 2023, Orion's shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the "Amended 2016 Plan"). 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) and extended the term of the Amended 2016 Plan to the tenth anniversary of the date of the 2023 Annual Meeting. 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 2016 Omnibus Incentive Plan, Orion 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; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. 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. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. 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. During the three and nine months ended December 31, 2023 and 2022, the following amounts of stock-based compensation were recorded in Orion’s Condensed Consolidated Statements of Operations (dollars in thousands): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of product revenue $ 1 $ 2 $ 4 $ 3 General and administrative 261 444 661 1,425 Sales and marketing 4 — 12 4 Research and development 1 2 4 3 Total $ 267 $ 448 $ 681 $ 1,435 During the three and nine months ended December 31, 2023, Orion had the following activity related to its stock-based compensation. Time-Based Performance-Based Stock Options Awards outstanding at March 31, 2023 612,819 130,635 73,136 Awards granted 532,690 577,742 — Awards vested or exercised ( 248,389 ) — — Awards forfeited ( 15,250 ) — ( 73,136 ) Awards outstanding at December 31, 2023 881,870 708,377 — Per share weighted average price on grant date $ 1.56 $ 1.55 — As of December 31, 2023, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.3 years, was approximately $ 1.4 million.

SEGMENTS

SEGMENTS	9 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SEGMENTS	NOTE 17 — SEGMENTS Reportable segments are components of an entity that have separate financial data that the CODM regularly reviews when allocating resources and assessing performance. Orion's CODM is the chief executive officer. Previously, Orion had four reportable segments: Orion Services Group Division, Orion Distribution Services Division, Orion U.S. Markets Division and Orion Electric Vehicle Charging Division (the “EV Segment”). Effective during the first quarter of fiscal 2024, Orion began to evaluate and report its business using three segments: Orion Lighting Division, Orion Maintenance Division and Orion Electric Vehicle Charging Division. Orion configured its fiscal 2024 budget in order to compare actual performance to plan performance for these segments. Due to the change in composition of reportable segments in the first quarter of fiscal 2024, the corresponding segment information for fiscal year 2023 has been restated for presentation on a comparable basis. 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. Electric Vehicle Charging 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 allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) Total Assets For the Three Months Ended For the Three Months Ended 2023 2022 2023 2022 December 31, 2023 March 31, 2023 Segments: Lighting Segment $ 18,545 $ 14,151 $ 951 $ ( 632 ) $ 27,835 $ 25,009 Maintenance Segment 4,608 3,307 ( 1,060 ) ( 722 ) 9,046 10,372 EV Segment 2,818 2,830 ( 1,454 ) ( 1,669 ) 15,024 11,501 Corporate and Other — — ( 499 ) ( 1,565 ) 13,505 24,697 $ 25,971 $ 20,288 $ ( 2,062 ) $ ( 4,588 ) $ 65,410 $ 71,579 Revenues Operating Loss For the Nine Months Ended For the Nine Months Ended 2023 2022 2023 2022 Segments: Lighting Segment $ 44,739 $ 42,118 $ ( 1,777 ) $ ( 3,932 ) Maintenance Segment 11,996 10,806 ( 4,660 ) ( 1,807 ) EV Segment 7,435 2,830 ( 4,417 ) ( 1,669 ) Corporate and Other — — ( 1,773 ) ( 3,740 ) $ 64,170 $ 55,754 $ ( 12,627 ) $ ( 11,148 )

ACQUISITION

ACQUISITION	9 Months Ended
	Dec. 31, 2023
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 was required to 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 December 31, 2023 , Orion recorded $ 2.6 million to accrued expenses for its fiscal 2023 earn-out payment and an additional $ 1.7 million to other long-term liabilities for the cumulative potential earn-out opportunity which is anticipated to be paid in fiscal 2026. 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 has accounted for the Voltrek Acquisition as a business combination. Orion has allocated a 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 was 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 and 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 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 Condensed 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 costs in the Condensed Consolidated Statements of Operations. Transaction costs totaled $ 0 and $ 0.1 million in the three and nine months ended December 31, 2023 , respectively, and $ 0.5 million and $ 0.8 million in the three and nine months ended December 31, 2022, respectively. If Voltrek had been acquired on April 1, 2022, the pro forma Orion revenue for the three and nine months ended December 31, 2022 would have been $ 21.5 million and $ 58.2 million, respectively. Proforma net loss for the three and nine months ended December 31, 2022 would have been $( 24.1 ) million and $( 29.2 ) million, respectively. The pro forma information was determined based on the historical results of Orion and unaudited financial results from Voltrek. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisition.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024 or other interim periods. The Condensed Consolidated Balance Sheet as of March 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC on June 12, 2023. Certain reclassifications were made to prior year amounts to conform to the current year presentation.
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
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, inventory obsolescence, 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.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is primarily deposited wit h one financial institu tion. At times, deposits in this institution exceeds 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 the three months ended December 31, 2023 , one supplier accounted for 12.6 % of total cost of revenue. For the three months ended December 31, 2022 , one supplier accounted for 13.3 % of total cost of revenue. For each of the nine months ended December 31, 2023 and 2022 , no suppliers accounted for more than 10.0 % of total cost of revenue. For the three and nine months ended December 31, 2023 , one customer accounted for 27.1 % and 22.4 % of total revenue, respectively. For the three and nine months ended December 31, 2022 , one customer accounted for 18.2 % and 16.1 % of total revenue, respectively. As of December 31, 2023, two customers accounted for 25.2 % and 11.4 % o f accounts receivable, respectively. As of March 31, 2023 , one customer accounted for 10.8 % of accounts receivable.
Compliance with the Continued Listing Standards of the Nasdaq Capital Market ("Nasdaq")	Compliance with the Continued Listing Standards of the Nasdaq Capital Market (“Nasdaq”) On December 21, 2023, Orion received a deficiency notice from Nasdaq that Orion was not in compliance with Rule 5450(a)(1) of the listing requirements (the “Minimum Bid Price Requirement”) because the per share closing bid price had been below $ 1.00 for thirty consecutive business days. On January 26, 2024, Orion received notice from Nasdaq Capital Market that Orion had regained compliance with Nasdaq's minimum price requirement.
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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments were effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion adopted ASU 2016-13 effective April 1, 2023. The effect of adoption was immaterial. Issued: Not Yet Adopted 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. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, 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.

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2023 and December 31, 2022 (dollars in thousands): Three Months Ended December 31, 2023 Nine Months Ended December 31, 2023 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 13,773 $ 4,745 $ 18,518 $ 37,486 $ 7,190 $ 44,676 Maintenance services 1,080 3,529 4,609 2,855 9,141 11,996 Electric vehicle charging 2,128 690 2,818 5,862 1,573 7,435 Solar energy related revenues 7 — 7 20 — 20 Total revenues from contracts with customers 16,988 8,964 25,952 46,223 17,904 64,127 Revenue accounted for under other guidance 19 — 19 43 — 43 Total revenue $ 17,007 $ 8,964 $ 25,971 $ 46,266 $ 17,904 $ 64,170 Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 11,543 $ 1,679 $ 13,222 $ 36,006 $ 5,073 $ 41,079 Maintenance services 772 2,534 3,306 2,516 8,290 10,806 Electric vehicle charging 2,154 676 2,830 2,154 676 2,830 Total revenues from contracts with customers 14,469 4,889 19,358 40,676 14,039 54,715 Revenue accounted for under other guidance 930 — 930 1,039 — 1,039 Total revenue $ 15,399 $ 4,889 $ 20,288 $ 41,715 $ 14,039 $ 55,754
Summary of Contract Assets and Liabilities	The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of December 31, 2023 and March 31, 2023 (dollars in thousands): December 31, March 31, Accounts receivable, net $ 15,714 $ 13,728 Contract assets $ 1,692 $ 1,320 Contract liabilities $ 82 $ 480

ACCOUNTS RECEIVABLE, NET (Table

ACCOUNTS RECEIVABLE, NET (Tables)	9 Months Ended
	Dec. 31, 2023
Receivables [Abstract]
Accounts Receivable and Allowance for Doubtful Accounts Balances	As of December 31, 2023 and March 31, 2023, Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): December 31, March 31, Accounts receivable, gross $ 15,966 $ 13,814 Allowance for credit losses ( 252 ) ( 86 ) Accounts receivable, net $ 15,714 $ 13,728
Schedule of Changes in Orion' s allowance for credit losses	Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ ( 272 ) $ ( 41 ) $ ( 86 ) $ ( 8 ) Reserve adjustment 20 — 20 — Credit loss expense — ( 15 ) ( 190 ) ( 48 ) Write-off — — 4 — End of period $ ( 252 ) $ ( 56 ) $ ( 252 ) $ ( 56 )

INVENTORIES, NET (Tables)

INVENTORIES, NET (Tables)	9 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORIES, NET	As of December 31, 2023 and March 31, 2023, Orion's inventory balances were as follows (dollars in thousands): Cost Excess and Net As of December 31, 2023 Raw materials and components $ 8,322 $ ( 1,142 ) $ 7,180 Work in process 497 ( 136 ) 361 Finished goods 13,977 ( 675 ) 13,302 Total $ 22,796 $ ( 1,953 ) $ 20,843 As of March 31, 2023 Raw materials and components $ 9,988 $ ( 1,094 ) $ 8,894 Work in process 693 ( 135 ) 558 Finished goods 9,313 ( 560 ) 8,753 Total $ 19,994 $ ( 1,789 ) $ 18,205

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	9 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	As of December 31, 2023 and March 31, 2023, property and equipment, net, included the following (dollars in thousands): December 31, March 31, Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,923 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,136 11,234 Vehicles 982 720 Construction in Progress 103 37 Gross property and equipment 35,618 35,234 Less: accumulated depreciation ( 25,592 ) ( 24,764 ) Total property and equipment, net $ 10,026 $ 10,470

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Summary of Assets Leased from Third Parties	A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification December 31, 2023 March 31, 2023 Assets Operating lease assets Other long-term assets $ 1,966 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other $ 969 $ 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,377 1,826 Total lease liabilities $ 2,346 $ 2,649
Summary of Estimated Maturity of Lease Liabilities	The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2024 (period remaining) $ 267 Fiscal 2025 1,083 Fiscal 2026 984 Fiscal 2027 177 Thereafter — Total lease payments $ 2,511 Less: Interest ( 165 ) Present value of lease liabilities $ 2,346

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Components and Changes in Other Intangible Assets	As of December 31, 2023 and March 31, 2023, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands): December 31, 2023 March 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,005 ) $ 516 8.3 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 464 ( 140 ) 324 3.7 464 ( 73 ) 391 Customer relationships 5,509 ( 4,307 ) 1,202 3.3 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 461 ) 2,139 6.0 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 12,052 $ ( 7,871 ) $ 4,181 5.3 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Non-Amortized Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010
Summary of Estimated Amortization Expense	The estimated amortization expense for the remainder of fiscal 2024, the next five fiscal years and beyond is shown below (dollars in thousands): Fiscal 2024 (period remaining) $ 272 Fiscal 2025 1,083 Fiscal 2026 845 Fiscal 2027 587 Fiscal 2028 516 Fiscal 2029 469 Thereafter 409 Total $ 4,181

ACCRUED EXPENSES AND OTHER (Tab

ACCRUED EXPENSES AND OTHER (Tables)	9 Months Ended
	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Schedule of Accrued Expenses and Other	As of December 31, 2023 and March 31, 2023, accrued expenses and other included the following (dollars in thousands): December 31, March 31, Accrued acquisition earn-out $ 2,625 $ 3,000 Accrued project costs 2,468 1,218 Other accruals 2,177 2,598 Compensation and benefits 2,094 1,412 Credits due to customers 1,143 1,310 Warranty 542 497 Sales tax 373 274 Sales returns reserve 196 71 Legal and professional fees 39 172 Total $ 11,657 $ 10,552
Changes in Warranty Accrual	Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ 675 $ 698 $ 646 $ 860 Accruals 156 75 301 271 Warranty claims (net of vendor reimbursements) ( 125 ) ( 149 ) ( 241 ) ( 507 ) End of period $ 706 $ 624 $ 706 $ 624

NET LOSS PER COMMON SHARE (Tabl

NET LOSS PER COMMON SHARE (Tables)	9 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Summary of the Effect of Net Income Per Common Share	Net (loss) income per common share is calculated based upon the following shares: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss (in thousands) $ ( 2,256 ) $ ( 24,059 ) $ ( 13,281 ) $ ( 29,225 ) Denominator: Weighted-average common shares outstanding 32,531,563 32,047,755 32,460,398 31,510,547 Weighted-average common shares and common share 32,531,563 32,047,755 32,460,398 31,510,547 Net loss per common share: Basic $ ( 0.07 ) $ ( 0.75 ) $ ( 0.41 ) $ ( 0.93 ) Diluted $ ( 0.07 ) $ ( 0.75 ) $ ( 0.41 ) $ ( 0.93 )
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income per Common Share	The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Common stock options — 85,136 — 85,136 Time-Based Restricted shares 881,870 519,785 881,870 519,785 Performance-Based Restricted shares 708,377 178,669 708,377 178,669 Total 1,590,247 783,590 1,590,247 783,590

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Summary of Long-Term Debt	Long-term debt consisted of the following (dollars in thousands): December 31, March 31, Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 7 20 Total long-term debt 10,007 10,020 Less current maturities ( 7 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003

STOCK OPTIONS AND RESTRICTED _2

STOCK OPTIONS AND RESTRICTED SHARES (Tables)	9 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	During the three and nine months ended December 31, 2023 and 2022, the following amounts of stock-based compensation were recorded in Orion’s Condensed Consolidated Statements of Operations (dollars in thousands): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of product revenue $ 1 $ 2 $ 4 $ 3 General and administrative 261 444 661 1,425 Sales and marketing 4 — 12 4 Research and development 1 2 4 3 Total $ 267 $ 448 $ 681 $ 1,435
Summary of Stock Options Activity	During the three and nine months ended December 31, 2023, Orion had the following activity related to its stock-based compensation. Time-Based Performance-Based Stock Options Awards outstanding at March 31, 2023 612,819 130,635 73,136 Awards granted 532,690 577,742 — Awards vested or exercised ( 248,389 ) — — Awards forfeited ( 15,250 ) — ( 73,136 ) Awards outstanding at December 31, 2023 881,870 708,377 — Per share weighted average price on grant date $ 1.56 $ 1.55 —

SEGMENTS (Tables)

SEGMENTS (Tables)	9 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
Schedule of Segment Information	Corporate and Other is comprised of operating expenses not allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands). Revenues Operating Income (Loss) Total Assets For the Three Months Ended For the Three Months Ended 2023 2022 2023 2022 December 31, 2023 March 31, 2023 Segments: Lighting Segment $ 18,545 $ 14,151 $ 951 $ ( 632 ) $ 27,835 $ 25,009 Maintenance Segment 4,608 3,307 ( 1,060 ) ( 722 ) 9,046 10,372 EV Segment 2,818 2,830 ( 1,454 ) ( 1,669 ) 15,024 11,501 Corporate and Other — — ( 499 ) ( 1,565 ) 13,505 24,697 $ 25,971 $ 20,288 $ ( 2,062 ) $ ( 4,588 ) $ 65,410 $ 71,579 Revenues Operating Loss For the Nine Months Ended For the Nine Months Ended 2023 2022 2023 2022 Segments: Lighting Segment $ 44,739 $ 42,118 $ ( 1,777 ) $ ( 3,932 ) Maintenance Segment 11,996 10,806 ( 4,660 ) ( 1,807 ) EV Segment 7,435 2,830 ( 4,417 ) ( 1,669 ) Corporate and Other — — ( 1,773 ) ( 3,740 ) $ 64,170 $ 55,754 $ ( 12,627 ) $ ( 11,148 )

ACQUISITION (Tables)

ACQUISITION (Tables) - Voltrek LLC	9 Months Ended
	Dec. 31, 2023
Business Acquisition [Line Items]
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 Estimated Useful Life (Years) Tradename $ 300 5 Vendor relationship 2,600 7 Customer relationships 1,400 3

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023 Customer Supplier	Dec. 31, 2022 Customer Supplier	Dec. 31, 2023 Customer Financial_instituion Supplier	Dec. 31, 2022 Customer Supplier	Mar. 31, 2023 Customer	Dec. 21, 2023 $ / shares
Concentration of Credit Risk and Other Risks and Uncertainties
Number of financial institutions | Financial_instituion			1
Number of supplier more than ten percent of cost of revenue | Supplier	1	1	0	0
Number of customer more than ten percent of revenue	1	1	1	1
Number of customer more than ten percent of accounts receivable	2		2		1
Share closing bid price | $ / shares						$ 1
Cost of revenue | Supplier Concentration Risk | Minimum
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	12.60%	13.30%	10%	10%
Revenue | Customer Concentration Risk | Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	27.10%	18.20%	22.40%	16.10%
Accounts Receivable | Credit Concentration Risk | Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage			25.20%		10.80%
Accounts Receivable | Credit Concentration Risk | Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage			11.40%

REVENUE Disaggregation of Reven

REVENUE Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	$ 25,952	$ 19,358	$ 64,127	$ 54,715
Revenue accounted for under other guidance	19	930	43	1,039
Total revenue	25,971	20,288	64,170	55,754
Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	16,988	14,469	46,223	40,676
Revenue accounted for under other guidance	19	930	43	1,039
Total revenue	17,007	15,399	46,266	41,715
Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8,964	4,889	17,904	14,039
Revenue accounted for under other guidance	0	0	0	0
Total revenue	8,964	4,889	17,904	14,039
Lighting product and installation
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	18,518	13,222	44,676	41,079
Lighting product and installation | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	13,773	11,543	37,486	36,006
Lighting product and installation | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	4,745	1,679	7,190	5,073
Maintenance Services
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	4,609	3,306	11,996	10,806
Maintenance Services | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	1,080	772	2,855	2,516
Maintenance Services | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	3,529	2,534	9,141	8,290
Electric vehicle charging
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	2,818	2,830	7,435	2,830
Electric vehicle charging | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	2,128	2,154	5,862	2,154
Electric vehicle charging | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	690	$ 676	1,573	$ 676
Solar energy related revenues
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	7		20
Solar energy related revenues | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	7		20
Solar energy related revenues | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	$ 0		$ 0

REVENUE (Narrative) (Details)

REVENUE (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Change in contract asset reclassified to accounts receivable	$ 0
Contract liabilities	$ 0.1	$ 0.5
Amount Outstanding to Fulfilled Contract Promise		0.5
Revenue Recognized		$ 0.5

REVENUE - Summary of Contract A

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 15,714	$ 13,728
Contract assets	1,692	1,320
Contract liabilities	$ 82	$ 480

ACCOUNTS RECEIVABLE, NET (Accou

ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Receivables [Abstract]
Accounts receivable, gross	$ 15,966	$ 13,814
Allowance for credit losses	(252)	(86)
Accounts receivable, net	$ 15,714	$ 13,728

ACCOUNTS RECEIVABLE, NET - Summ

ACCOUNTS RECEIVABLE, NET - Summary of Orion' s allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Beginning of period	$ (272)	$ (41)	$ (86)	$ (8)
Reserve adjustment	20	0	20	0
Credit loss expense	0	(15)	(190)	(48)
Write-off	0	0	4	0
End of period	$ (252)	$ (56)	$ (252)	$ (56)

INVENTORIES, NET - Schedule of

INVENTORIES, NET - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Cost
Raw materials and components	$ 8,322	$ 9,988
Work in process	497	693
Finished goods	13,977	9,313
Total	22,796	19,994
Excess and Obsolescence Reserve
Raw materials and components	(1,142)	(1,094)
Work in process	(136)	(135)
Finished goods	(675)	(560)
Total	(1,953)	(1,789)
Net
Raw materials and components	7,180	8,894
Work in process	361	558
Finished goods	13,302	8,753
Total	$ 20,843	$ 18,205

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other prepaid expenses	$ 1.6	$ 0

PROPERTY AND EQUIPMENT, NET (Su

PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Property and equipment
Gross property and equipment	$ 35,618	$ 35,234
Less: accumulated depreciation	(25,592)	(24,764)
Total property and equipment, net	10,026	10,470
Land and land improvements
Property and equipment
Gross property and equipment	433	433
Buildings and building improvements
Property and equipment
Gross property and equipment	9,504	9,491
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,923	7,782
Leasehold Improvements
Property and equipment
Gross property and equipment	540	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	11,136	11,234
Vehicles
Property and equipment
Gross property and equipment	982	720
Construction in Progress
Property and equipment
Gross property and equipment	$ 103	$ 37

LEASES (Summary of Assets Lease

LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Leases [Abstract]
Operating lease assets	$ 1,966	$ 2,174
Operating Lease, Right Of Use Asset Statement Of Financial Position [Extensible List]	Other long-term assets	Other long-term assets
Operating lease liabilities current	$ 969	$ 823
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other	Accrued expenses and other
Operating lease liabilities non-current	$ 1,377	$ 1,826
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities
Total lease liabilities	$ 2,346	$ 2,649

LEASES (Narrative) (Details)

LEASES (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease costs	$ 0.5	$ 0.4	$ 1.5	$ 1.2

LEASES (Summary of Estimated Ma

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Leases [Abstract]
Fiscal 2024 (period remaining)	$ 267
Fiscal 2025	1,083
Fiscal 2026	984
Fiscal 2027	177
Thereafter	0
Total lease payments	2,511
Less: Interest	(165)
Present value of lease liabilities	$ 2,346	$ 2,649

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 1,484		$ 1,484		$ 1,484
Amortization expense	300	$ 300	813	$ 373
Voltrek LLC
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 900		$ 900
Orion Services Group
Finite Lived Intangible Assets [Line Items]
Goodwill		$ 600		$ 600

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 12,052	$ 12,052
Accumulated Amortization	(7,871)	(7,058)
Intangible Assets, Net	$ 4,181	4,994
Weighted Average Useful Life	5 years 3 months 18 days
Indefinite-lived Intangible Assets	$ 1,010	1,010
Trade name and trademarks
Finite Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	1,010	1,010
Patents
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,521	2,521
Accumulated Amortization	(2,005)	(1,930)
Intangible Assets, Net	$ 516	591
Weighted Average Useful Life	8 years 3 months 18 days
Licenses
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 58	58
Accumulated Amortization	(58)	(58)
Intangible Assets, Net	$ 0	0
Weighted Average Useful Life
Trade name and trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 464	464
Accumulated Amortization	(140)	(73)
Intangible Assets, Net	$ 324	391
Weighted Average Useful Life	3 years 8 months 12 days
Customer relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,509	5,509
Accumulated Amortization	(4,307)	(3,914)
Intangible Assets, Net	$ 1,202	1,595
Weighted Average Useful Life	3 years 3 months 18 days
Vendor Relationship
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,600	2,600
Accumulated Amortization	(461)	(183)
Intangible Assets, Net	$ 2,139	2,417
Weighted Average Useful Life	6 years
Developed technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 900	900
Accumulated Amortization	(900)	(900)
Intangible Assets, Net	$ 0	$ 0
Weighted Average Useful Life

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2024 (period remaining)	$ 272
Fiscal 2025	1,083
Fiscal 2026	845
Fiscal 2027	587
Fiscal 2028	516
Fiscal 2029	469
Thereafter	409
Intangible Assets, Net	$ 4,181	$ 4,994

ACCRUED EXPENSES AND OTHER (Acc

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued acquisition earn-out	$ 2,625	$ 3,000
Accrued project costs	2,468	1,218
Other accruals	2,177	2,598
Compensation and benefits	2,094	1,412
Credits due to customers	1,143	1,310
Warranty	542	497
Sales tax	373	274
Sales returns reserve	196	71
Legal and professional fees	39	172
Total	$ 11,657	$ 10,552

ACCRUED EXPENSES AND OTHER (Nar

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	9 Months Ended
	Dec. 31, 2023
Minimum
Product Warranty Liability [Line Items]
Limited warranty term	1 year
Maximum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	10 years

ACCRUED EXPENSES AND OTHER (War

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Movement in Standard Product Warranty Accrual
Beginning of period	$ 675	$ 698	$ 646	$ 860
Accruals	156	75	301	271
Warranty claims (net of vendor reimbursements)	(125)	(149)	(241)	(507)
End of period	$ 706	$ 624	$ 706	$ 624

NET LOSS PER COMMON SHARE (Earn

NET LOSS PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net Income (Loss)	$ (2,256)	$ (4,388)	$ (6,637)	$ (24,059)	$ (2,331)	$ (2,835)	$ (13,281)	$ (29,225)
Denominator:
Weighted-average common shares outstanding	32,531,563			32,047,755			32,460,398	31,510,547
Weighted-average common shares and common share equivalents outstanding	32,531,563			32,047,755			32,460,398	31,510,547
Net (loss) income per common share:
Basic	$ (0.07)			$ (0.75)			$ (0.41)	$ (0.93)
Net (loss) income per common share:
Diluted	$ (0.07)			$ (0.75)			$ (0.41)	$ (0.93)

NET LOSS PER COMMON SHARE (Pote

NET LOSS PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income Per Common Share) (Details) - shares	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Number of potentially dilutive securities
Potentially dilutive securities outstanding	1,590,247	783,590	1,590,247	783,590
Employee Stock Option
Number of potentially dilutive securities
Potentially dilutive securities outstanding	0	85,136	0	85,136
Time-Based Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding	881,870	519,785	881,870	519,785
Performance-Based Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding	708,377	178,669	708,377	178,669

LONG-TERM DEBT (Summary of Long

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Long-term debt
Total long-term debt	$ 10,007	$ 10,020
Less current maturities	(7)	(17)
Long-term debt, less current maturities	10,000	10,003
Revolving credit facility
Long-term debt
Revolving credit facility	10,000	10,000
Equipment debt obligations
Long-term debt
Total long-term debt	$ 7	$ 20

LONG-TERM DEBT (Narrative) (Det

LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2023	Dec. 29, 2020	Feb. 28, 2019
Credit Agreement | Bank of America N A | Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount	$ 22,500
Credit Agreement | Bank of America N A | Line of Credit | Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount	$ 25,000	$ 25,000
Credit agreement period	5 years
Credit agreement, maturity date	Dec. 29, 2025
Credit facility, available amount	$ 12,500
Credit agreement, amounts borrowed	$ 10,000
Prior Credit Agreement | Western Alliance Bank | Line of Credit | Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount		$ 20,150
Debt Instrument 1 | Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt			$ 44
Stated interest rate, percentage			6.43%
Debt Instrument 2 | Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt			$ 30
Stated interest rate, percentage			8.77%
Debt maturity month and year	2024-01

INCOME TAXES (Narrative) (Detai

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax (benefit)/expense	$ 1	$ 19,391	$ 58	$ 17,933
Deferred Federal, State and Local, Tax Expense (Benefit), Total			17,800
Unrecognized tax benefits	$ 200		$ 200

SHAREHOLDERS' EQUITY (Narrative

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Equity Class Of Treasury Stock [Line Items]
Shares issued under ESPP plan			672	621
Closing market price			$ 0.87	$ 1.82
Issuance of common stock in connection with acquisition					$ 0	$ 770
At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Sale of share					0
Maximum
Equity Class Of Treasury Stock [Line Items]
Proceeds from issuance of debt or sale of equity securities		$ 100,000
Maximum | At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Issuance of common stock in connection with acquisition	$ 50,000

STOCK OPTIONS AND RESTRICTED _3

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2023	Aug. 10, 2023	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred stock-based compensation related to grants of restricted shares, period of recognition	2 years 3 months 18 days
Deferred stock-based compensation exepense	$ 1.4
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

STOCK OPTIONS AND RESTRICTED _4

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Stock-based compensation
Total	$ 267	$ 448	$ 681	$ 1,435
Cost of product revenue
Stock-based compensation
Total	1	2	4	3
General and administrative
Stock-based compensation
Total	261	444	661	1,425
Sales and marketing
Stock-based compensation
Total	4	0	12	4
Research and development
Stock-based compensation
Total	$ 1	$ 2	$ 4	$ 3

STOCK OPTIONS AND RESTRICTED _5

STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details)	9 Months Ended
	Dec. 31, 2023 $ / shares shares
Stock Options
Non-vested, beginning balance (shares)	73,136
Awards granted (shares)	0
Awards vested or exercised (shares)	0
Awards forfeited (shares)	(73,136)
Non-vested, ending balance (shares)	0
Per share weighted average price on grant date (USD per share) | $ / shares	$ 0
Time-Based Restricted Shares
Restricted Shares
Beginning balance (shares)	612,819
Awards granted (shares)	532,690
Awards vested or exercised (shares)	(248,389)
Awards forfeited (shares)	(15,250)
Ending balance (shares)	881,870
Per share weighted average price on grant date (USD per share) | $ / shares	$ 1.56
Restricted shares
Restricted Shares
Beginning balance (shares)	130,635
Awards granted (shares)	577,742
Awards vested or exercised (shares)	0
Awards forfeited (shares)	0
Ending balance (shares)	708,377
Per share weighted average price on grant date (USD per share) | $ / shares	$ 1.55

SEGMENTS (Reconciliation of Seg

SEGMENTS (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Corporate and Other
Revenues	$ 25,971	$ 20,288	$ 64,170	$ 55,754
Operating income (loss)	(2,062)	(4,588)	(12,627)	(11,148)
Total assets	65,410		65,410		$ 71,579
Lighting Segment
Corporate and Other
Total assets	27,835		27,835		25,009
Maintenance Segment
Corporate and Other
Total assets	9,046		9,046		10,372
EV Segment
Corporate and Other
Total assets	15,024		15,024		11,501
Corporate and Other
Corporate and Other
Total assets	13,505		13,505		$ 24,697
Operating Segments | Lighting Segment
Corporate and Other
Revenues	18,545	14,151	44,739	42,118
Operating income (loss)	(951)	(632)	(1,777)	(3,932)
Operating Segments | Maintenance Segment
Corporate and Other
Revenues	4,608	3,307	11,996	10,806
Operating income (loss)	(1,060)	(722)	(4,660)	(1,807)
Operating Segments | EV Segment
Corporate and Other
Revenues	2,818	2,830	7,435	2,830
Operating income (loss)	1,454	1,669	(4,417)	(1,669)
Operating Segments | Corporate and Other
Corporate and Other
Revenues	0	0	0	0
Operating income (loss)	$ 499	$ 1,565	$ (1,773)	$ (3,740)

ACQUISITION (Narrative) (Detail

ACQUISITION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 05, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Business combination, cash purchase price				$ 0	$ 5,508
Value of Common Stock		$ 0		0				$ 0
Earnest Money Deposits	$ 900
Accrued expenses		2,600		2,600
Other long-term liabilities		1,700		1,700
Business acquisition cost of acquired entity transaction costs		$ 0	$ 500	$ 100	800
Voltrek LLC
Business Acquisition [Line Items]
Business combination, cash purchase price	5,000
Purchase price	$ 6,900
Payments For Previous Acquisition in Share	$ 620,067
Value of Common Stock	$ 1,000
Recorded In Opening Balance Sheet	$ 800
Business combination additional earnout related purchase price								$ 3,000
Business acquisition, pro forma revenue			21,500		58,200
Business acquisition, pro forma operating income loss			$ (24,100)		$ (29,200)
Voltrek LLC | Subsequent Event
Business Acquisition [Line Items]
Business combination additional earnout related purchase price						$ 7,150	$ 3,500

ACQUISITION - Schedule of Preli

ACQUISITION - Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 1,484	$ 1,484
Preliminary Opening Balance Sheet [Member]
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 - Schedule of Intan

ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) - Voltrek LLC $ in Thousands	9 Months Ended
	Dec. 31, 2023 USD ($)
Trade name
Business Acquisition [Line Items]
Estimated Fair Value	$ 300
Estimated Useful Life (Years)	5 years
Customer relationships
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,400
Estimated Useful Life (Years)	3 years
Vendor Relationship
Business Acquisition [Line Items]
Estimated Fair Value	$ 2,600
Estimated Useful Life (Years)	7 years