Orion Energy Systems (OESX) 10-K 12 Jun 24 2024 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2024	May 31, 2024	Sep. 30, 2023
Cover [Abstract]
Entity Registrant Name	Orion Energy Systems, Inc.
Entity Central Index Key	0001409375
Document Type	10-K
Document Period End Date	Mar. 31, 2024
Document Financial Statement Error Correction [Flag]	false
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity File Number	001-33887
Entity Tax Identification Number	39-1847269
Entity Address, Address Line One	2210 Woodland Drive
Entity Address, City or Town	Manitowoc
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54220
City Area Code	920
Local Phone Number	892-9340
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	WI
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Auditor Name	BDO USA, P.C.
Auditor Location	Milwaukee, WI
Auditor Firm ID	243
Entity Public Float			$ 40,954,183
Entity Common Stock, Shares Outstanding		32,567,746
Documents Incorporated by Reference	Portions of the Registrant's Proxy Statement for the 2024 Annual Meeting of Shareholders to be held on August 8, 2024 are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Assets
Cash and cash equivalents	$ 5,155	$ 15,992
Accounts receivable, net	14,022	13,728
Revenue earned but not billed	4,539	1,320
Inventories	18,246	18,205
Prepaid expenses and other current assets	2,860	1,116
Total current assets	44,822	50,361
Property and equipment, net	9,593	10,470
Goodwill	1,484	1,484
Other intangible assets, net	4,462	6,004
Other long-term assets	2,808	3,260
Total Assets	63,169	71,579
Liabilities and Shareholders’ Equity
Accounts payable	18,350	13,405
Accrued expenses and other	9,440	10,552
Deferred revenue, current	260	480
Current maturities of long-term debt	3	17
Total current liabilities	28,053	24,454
Revolving credit facility	10,000	10,000
Long-term debt, less current maturities	0	3
Deferred revenue, long-term	413	489
Other long-term liabilities	2,161	3,384
Total liabilities	40,627	38,330
Commitments and contingencies (Note 14)
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2024 and 2023; no shares issued and outstanding at March 31, 2024 and 2023	0	0
Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2024 and 2023; shares issued: 42,038,967 and 41,767,092 at March 31, 2024 and 2023; shares outstanding: 32,567,746 and 32,295,408 at March 31, 2024 and 2023	0	0
Additional paid-in capital	161,869	160,907
Treasury stock: 9,471,221 and 9,471,684 common shares at March 31, 2024 and 2023	(36,235)	(36,237)
Retained deficit	(103,092)	(91,421)
Total shareholders’ equity	22,542	33,249
Total liabilities and shareholders’ equity	$ 63,169	$ 71,579

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	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)	42,038,967	41,767,092
Common stock, shares outstanding (in shares)	32,567,746	32,295,408
Treasury stock (in shares)	9,471,221	9,471,684

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024		Mar. 31, 2023		Mar. 31, 2022
Revenues	$ 90,581		$ 77,383		$ 124,383
Cost of revenue	69,670		59,872		90,471
Gross profit	20,911		17,511		33,912
Operating expenses:
General and administrative	16,740		19,487		11,680
Impairment on Intangibles	456		0		0
Acquisition related costs	56		765		512
Sales and marketing	12,988		11,392		11,628
Research and development	1,495		1,852		1,701
Total operating expenses	31,735		33,496		25,521
(Loss) income from operations	(10,824)		(15,985)		8,391
Other income (expense):
Other income	39		0		1
Interest expense	(752)		(339)		(80)
Amortization of debt issue costs	(95)		(73)		(62)
Interest income	2		34		0
Total other expense	(806)		(378)		(141)
(Loss) income before income tax	(11,630)		(16,363)		8,250
Income tax expense	41		17,978		2,159
Net (loss) income	$ (11,671)	[1]	$ (34,341)	[2]	$ 6,091
Basic net (loss) income per share attributable to common shareholders	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.2
Weighted-average common shares outstanding	32,486,240		31,703,712		31,018,356
Diluted net (loss) income per share	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.19
Weighted-average common shares and share equivalents outstanding	32,486,240		31,703,712		31,294,573
Product revenue
Revenues	$ 63,307		$ 57,210		$ 91,889
Cost of revenue	44,466		42,979		65,249
Service revenue
Revenues	27,274		20,173		32,494
Cost of revenue	$ 25,204		$ 16,893		$ 25,222
[1] Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024. Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

STATEMENTS OF SHAREHOLDERS' EQU

STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total		Common Stock, Shares	Common Stock, Additional Paid-in Capital	Treasury Stock	Retained Earnings (Deficit)
Shareholders' equity, beginning of period at Mar. 31, 2021	$ 58,074			$ 157,485	$ (36,240)	$ (63,171)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2021			30,805,300
Exercise of stock options for cash	121			121
Exercise of stock options for cash (shares)			31,845
Shares issued under Employee Stock Purchase Plan	6				6
Shares issued under Employee Stock Purchase Plan (shares)			1,617
Stock-based compensation	813			813
Stock-based compensation (shares)			260,014
Employee tax withholdings on stock-based compensation	(5)				(5)
Employee tax withholdings on stock-based compensation (shares)			(904)
Net (loss) income (dollars in thousands)	6,091					6,091
Shareholders' equity, end of period at Mar. 31, 2022	65,100			158,419	(36,239)	(57,080)
Shareholders' equity, at end of period (shares) at Mar. 31, 2022			31,097,872
Issuance of common stock for acquisition	800			800
Issuance of common stock for acquisition, share			620,067
Issuance of stock and shares for services	22			22
Issuance of stock and shares for services (shares)			12,848
Exercise of stock options for cash	54			54
Exercise of stock options for cash (shares)			26,646
Shares issued under Employee Stock Purchase Plan	4				4
Shares issued under Employee Stock Purchase Plan (shares)			2,274
Stock-based compensation	1,612			1,612
Stock-based compensation (shares)			536,622
Employee tax withholdings on stock-based compensation	(2)				(2)
Employee tax withholdings on stock-based compensation (shares)			(921)
Net (loss) income (dollars in thousands)	(34,341)	[1]				(34,341)
Shareholders' equity, end of period at Mar. 31, 2023	$ 33,249			160,907	(36,237)	(91,421)
Shareholders' equity, at end of period (shares) at Mar. 31, 2023			32,295,408
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2023	32,295,408
Issuance of stock and shares for services	$ 12			12
Issuance of stock and shares for services (shares)			11,320
Shares issued under Employee Stock Purchase Plan	4				4
Shares issued under Employee Stock Purchase Plan (shares)			2,817
Stock-based compensation	950			950
Stock-based compensation (shares)			260,555
Employee tax withholdings on stock-based compensation	(2)				(2)
Employee tax withholdings on stock-based compensation (shares)			(2,354)
Net (loss) income (dollars in thousands)	(11,671)	[2]				(11,671)
Shareholders' equity, end of period at Mar. 31, 2024	$ 22,542			$ 161,869	$ (36,235)	$ (103,092)
Shareholders' equity, at end of period (shares) at Mar. 31, 2024			32,567,746
[1] Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024.

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net (loss) income	$ (11,671)	$ (34,341)	$ 6,091
Adjustments to reconcile net (loss) income to net cash used in
Depreciation	1,410	1,369	1,327
Amortization of intangible assets	1,085	653	227
Stock-based compensation	950	1,612	813
Impairment on intangibles	456	0	0
Amortization of debt issue costs	95	73	62
Deferred income tax benefit	(5)	17,881	1,980
Impairment of property and equipment	69	0	0
Loss (gain) on sale of property and equipment	84	27	(77)
Provision for inventory reserves	562	628	623
Provision for credit losses/bad debts	170	65	10
Other	12	96	26
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(464)	(586)	4,407
Revenue earned but not billed	(3,219)	1,426	851
Inventories	(603)	1,879	(420)
Prepaid expenses and other assets	(1,384)	2,017	(888)
Accounts payable	4,990	2,372	(8,125)
Accrued expenses and other liabilities	(2,334)	2,209	(6,933)
Deferred revenue, current and long-term	(295)	329	(87)
Net cash (used in) provided by operating activities	(10,092)	(2,291)	(113)
Investing activities
Cash to fund acquisitions, net of cash received	0	(5,600)	(4,012)
Cash paid for investment	0	0	(500)
Purchase of property and equipment	(837)	(586)	(518)
Additions to patents and licenses	0	(9)	(10)
Proceeds from sales of property, plant and equipment	106	0	122
Net cash used in investing activities	(731)	(6,195)	(4,918)
Financing activities
Payment of long-term debt	(15)	(15)	(14)
Proceeds from revolving credit facility	0	10,000	0
Payments to settle employee tax withholdings on stock-based compensation	(2)	(2)	(5)
Debt issue costs	0	(29)	(4)
Proceeds from employee equity exercises	3	58	127
Net cash (used in) provided by financing activities	(14)	10,012	104
Net (decrease) increase in cash and cash equivalents	(10,837)	1,526	(4,927)
Cash and cash equivalents at beginning of period	15,992	14,466	19,393
Cash and cash equivalents at end of period	5,155	15,992	14,466
Supplemental cash flow information:
Cash paid for interest	(691)	(346)	(68)
Cash paid for income taxes	(59)	(87)	(203)
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with acquisition	$ 0	$ 800	$ 0

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2024

Mar. 31, 2023

Mar. 31, 2022

Pay vs Performance Disclosure

Net Income (Loss)

$ 1,610

[1]

$ (2,256)

[1]

$ (4,388)

[1]

$ (6,637)

[1]

$ (5,116)

[2]

$ (24,059)

[2]

$ (2,331)

[2]

$ (2,835)

[2]

$ (11,671)

[1]

$ (34,341)

[2]

$ 6,091

[1] Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024. Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Mar. 31, 2024
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	12 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 — DESCRIPTION OF BUSINESS Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion provides light emitting diode lighting systems, wireless Internet of Things enabled control solutions, project engineering, energy project management design, maintenance services and turnkey electric vehicle charging stations and related installation services to commercial and industrial businesses, and federal and local governments, predominantly in North America and Germany. 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	12 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, net realizable value of inventory, allowance for credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $ 0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2024. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations. Allowance for Credit Losses Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. See Note 4 – Accounts Receivable for further discussion of the allowance for credit losses. Inventory . Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. In determining the lower of cost or net realizable value, we consider assumptions such as business and economic conditions, expected demand for our products, changes in technology or customer requirements, recent historical sales activity (including usage in the preceding 9 to 12 month s) and selling prices, as well as estimates of future selling prices. When the net realizable value of inventories exceeds the carrying value, Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value. Incentive Plan Orion’s human capital management and compensation committee annually approves an executive annual cash incentive program. Based upon the results for the fiscal years ended March 31, 2024, 2023, and 2022, Orion accrued approximately $ 0.2 million, $ 0 , and $ 0.1 million expense related to these programs, respectively. Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation. If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated stand-alone selling price for the service performance obligation and is based on average historical installation margin. Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction. Revenue from a customer contract which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices. Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below: • when there is a legal transfer of ownership; • when the customer obtains physical possession of the products; • when the customer starts to receive the benefit of the products; • the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility; • whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility; • when each light fixture is physically installed and working correctly; • when the customer formally accepts the product; and • when Orion receives payment from the customer for the light fixtures. Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract. Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions, renewals and extended warranty is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions, renewals and extended warranty, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer. The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. From time to time, the EV segment enters into bill and hold arrangements, whereby the Company sells EV charging stations and the charging stations are warehoused at a Company location for a specified period of time in accordance with directions received from the Company's customers. Even though the charging stations are held at a Company location, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer. Additionally, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive -the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer. See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the limited warranty it provides to customers for its products and services. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue. Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Consolidated Statement of Operations on the line item Research and development. Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2024 and 2023, Orion recognized a valuation allowance for all of its net deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits. Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 16 – Stock Options and Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors. Acquisition Related Costs Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs. Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For fiscal 2024, 2023 and 2 022, no supp lier accounted for more than 10 % of total cost of revenue. In fiscal 2024 , one customer accounted f or 25.2 % of revenue. In fiscal 2023 , one customer accounted for 16.2 % of total revenue. In fiscal 2022 , one customer accounted for 49.1 % of total revenue. The revenue from this customer is recorded in Orion's Lighting and Maintenance segments. As of March 31, 2024 , two customers accounted for 17.3 % and 11.7 % of accounts receivable. 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 Bid Price Requirement. On April 5, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $ 1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets the Bid Price Rule. The Notification Letter does not impact the Company’s current listing on The Nasdaq Capital Market at this time, and shares of the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “OESX”. The Notification Letter states that the Company has 180 calendar days, or until October 2, 2024, to regain compliance with the Bid Price Rule. To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by October 2, 2024, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the Bid Price Rule) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period, including the implementation of a reverse stock split, if necessary . If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company would have an opportunity to appeal the delisting determination to a hearings panel. 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	12 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 3 — REVENUE Revenue Recognition See Note 2 – Summary of Significant Accounting Policies for a discussion of Orion’s accounting policies related to revenue recognition. Contract Fulfillment Costs Costs associated with product sales are accumulated in inventory as the fixtures are manufactured and are transferred to Cost of product revenue at the time revenue is recorded. See Note 5 – Inventories. Costs associated with installation sales are expensed as incurred. Disaggregation of Revenue The primary end-users of Orion’s lighting products and services are (a) the federal government, and (b) commercial or industrial companies. The federal government obtains Orion products and services primarily through turnkey project sales that Orion makes to a select group of contractors who focus on the federal government. Revenues associated with government end-users are primarily included in the Orion Lighting and EV Segments. Commercial or industrial end-users obtain Orion products and services through turnkey project sales or by purchasing products either direct from Orion or through distributors or energy service companies ("ESCOs"). Revenues associated with commercial and industrial end-users are included within each of Orion’s segments. See Footnote 17 - Segment Data, for additional discussion concerning Orion’s reportable segments. The following table provides detail of Orion’s total revenues for the year ended March 31, 2024 (dollars in thousands): Year Ended March 31, 2024 Year Ended March 31, 2023 Year Ended March 31, 2022 Product Services Total Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 50,229 $ 10,783 $ 61,012 $ 46,500 $ 7,088 $ 53,588 $ 89,827 $ 27,242 $ 117,069 Maintenance services 4,687 12,460 17,147 3,266 11,289 14,555 573 5,252 5,825 Electric vehicle charging 8,301 4,031 12,332 4,479 1,796 6,275 — — — Solar energy-related revenues 28 — 28 — — — 42 — 42 Total revenues from contracts with customers 63,245 27,274 90,519 54,245 20,173 74,418 90,442 32,494 122,936 Revenue accounted for under other guidance (1) 62 — 62 2,965 — 2,965 1,447 — 1,447 Total revenue $ 63,307 $ 27,274 $ 90,581 $ 57,210 $ 20,173 $ 77,383 $ 91,889 $ 32,494 $ 124,383 (1) Revenue accounted for under other guidance is recognized as Product revenue in the consolidated statements of operations and includes $ 0 , $ 2.8 million, and $ 1.2 million derived from sales-type leases for light figures for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; $ 0.1 million, $ 0.1 million, and $ 0.2 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; and $ 0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities for the fiscal years ended March 31, 2024, 2023, and 2022. As of March 31, 2024 $ 0.8 million of bill and hold revenue had not shipped. No bill-and-hold revenue was recognized during the years ended March 31, 2023 or 2022. Cash Flow Considerations Material only orders are short-term in nature generally having terms of significantly less than one year. We record revenue from these contracts when the customer obtains control of those goods, which is generally consistent with the payment due date. There is not a significant impact on the nature, amount, timing, and uncertainty of revenue or cash flows based on when control transfers. Turnkey projects and repair services provided to commercial or industrial companies typically span between one week to three months. Customer payment requirements for these projects vary by contract. Some contracts provide for customer payments for products and services as they are delivered, other contracts specify that the customer will pay for the project in its entirety upon completion of the installation. Turnkey projects where the end-user is the federal government typically span a three to six-month period. The contracts for these sales often provide for monthly progress payments equal to ninety percent ( 90 %) of the value provided by Orion during the month. Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments of the contract price, plus interest, over a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations. The portion of the transaction associated with the sale of the multiple individual light fixtures is accounted for as sales-type leases in accordance with the guidance for leases. Revenues associated with the sales-type leases are included in Product revenue and recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The payments associated with these transactions that are due during the twelve months subsequent to March 31, 2024 are included in Accounts receivable, net in Orion’s Consolidated Balance Sheets. The remaining amounts due that are associated with these transactions are included in Long-term accounts receivable in Orion’s Consolidated Balance Sheets. As of March 31, 2024 and 2023, there were no such transactions included in Long-term accounts receivable. The customer’s monthly payment obligation commences after completion of the turnkey project. Orion generally sells the receivable from the customer to a financial institution either during, or shortly after completion of, the installation period. Upon execution of the receivables purchase / sales agreement, all amounts due from the customer are included in Revenues earned but not billed on Orion’s Consolidated Balance Sheets until cash is received from the financial institution. The financial institution releases funds to Orion based on the customer’s monthly acknowledgment of the progress Orion has achieved in fulfilling its installation obligation. Orion provides the progress certifications to the financial institution one month in arrears. The total amount received from the sales of these receivables during the twelve months ended March 31, 2024, 2023, and 2022 was $ 0 , $ 6.3 million and $ 2.8 million, respectively. Orion’s losses on these sales aggregated to $ 0 , $ 0.1 million and $ 13 thousand for the fiscal years ended March 31, 2024, 2023, and 2022, respectively, and are included in Interest expense in the Consolidated Statements of Operations. Practical Expedients and Exemptions Orion expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Sales and marketing expense. There are no other capitalizable costs associated with obtaining contracts with customers. Orion’s performance obligations related to lighting fixtures and EV charging stations typically do not exceed nine months in duration. As a result, Orion has elected the practical expedient that provides an exemption to the disclosure requirements regarding information about value assigned to remaining performance obligations on contracts that have original expected durations of one year or less. Orion also elected the practical expedient that permits companies to not disclose quantitative information about the future revenue when revenue is recognized as invoices are issued to customers for services performed. Other than the turnkey projects which result in sales-type leases discussed above, Orion generally receives full payment for satisfied performance obligations in less than one year. Accordingly, Orion does not adjust revenues for the impact of any potential significant financing component as permitted by the practical expedients provided in ASC 606. Contract Balances A receivable is recognized when Orion has an enforceable right to payment in accordance with contract terms and an invoice has been issued to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date. Revenue earned but not billed represents revenue that has been recognized in advance of billing the customer, which is a common practice in Orion contracts for turnkey installations and repairs / replacement services. Once Orion has an unconditional right to consideration under these contracts, Orion typically bills the customer accordingly and reclassifies the amount to Accounts receivable, net. The change in contract assets is due to higher fiscal 2024 revenue and timing of project completions and invoicing. Deferred revenue, current as of March 31, 2024, includes $ 0.3 million of contract liabilities which represent consideration received from customers on which installation has not yet begun or is partially complete and Orion has not fulfilled its contractual obligations. The amount of revenues recognized in the period that were included in the opening deferred revenue balances were $ 0.5 million, $ 0 , and $ 0 for the years ended March 31, 2024, 2023, and 2022 respectively. This revenue consists primarily of work performed on previous billings to customers. The difference between the opening and closing balances of Orion's deferred revenue primarily results from the timing of Orion's billings in relation to the performance of work. The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of March 31, 2024, and March 31, 2023 (dollars in thousands): March 31, 2024 March 31, 2023 Accounts receivable, net $ 14,022 $ 13,728 Revenue earned but not billed $ 4,539 $ 1,320 Deferred revenue (1) $ 124 $ 480

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	12 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
ACCOUNTS RECEIVABLE	NOTE 4 — ACCOUNT S RECEIVABLE Orion’s accounts receivable are due from companies in the commercial, governmental, industrial and agricultural industries, as well as wholesalers. Credit is extended based on an evaluation of a customer’s financial condition. Generally, collateral is not required for end users; however, the payment of certain trade accounts receivable from wholesalers is secured by irrevocable standby letters of credit and/or guarantees. Accounts receivable are generally due within 30-60 days. Accounts receivable are stated at the amount Orion expects to collect from outstanding balances. Orion provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for credit losses based on its assessment of the current status of individual accounts. Balances that are still outstanding after Orion has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): 2024 2023 Accounts receivable, gross $ 14,094 $ 13,814 Allowance for credit losses ( 72 ) ( 86 ) Accounts receivable, net $ 14,022 $ 13,728 Changes in Orion’s allowance for credit losses were as follows (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Beginning of period $ ( 86 ) $ ( 8 ) $ ( 11 ) Reserve adjustment — ( 16 ) — Credit loss/bad debt expense ( 170 ) ( 65 ) ( 10 ) Write-off 184 3 13 End of period $ ( 72 ) $ ( 86 ) $ ( 8 )

INVENTORIES

INVENTORIES	12 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 5 — INVENTORIES As of March 31, 2024 and 2023, Orion's inventory balances were as follows (dollars in thousands): Inventories As of March 31, 2024 Raw materials and components $ 7,219 Work in process 267 Finished goods 10,760 Total $ 18,246 As of March 31, 2023 Raw materials and components $ 8,894 Work in process 558 Finished goods 8,753 Total $ 18,205 Costs associated with the procurement and warehousing of inventories, such as inbound freight charges and purchasing and receiving costs, are also included in cost of product revenue.

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses consists primarily of prepaid insurance premiums, debt issue costs, prepaid subscription fees and sales tax receivable. Prepaid expenses total ed $ 1.3 million and $ 1.0 million as of March 31, 2024 and March 31, 2023, respectively. Other current assets as of March 31, 2024 and March 31, 2023 consists primarily of $ 1.6 million and $ 32 thousand , respectively, of prepaid software and services.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. Properties and equipment sold, or otherwise disposed of, are removed from the property and equipment accounts, with gains or losses on disposal credited or charged to income from operations. Orion periodically reviews the carrying values of property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, if events or changes in circumstances indicate that the assets may be impaired. The estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are compared to the assets' carrying amount to determine if a write down to market value is required. Property and equipment were comprised of the following (dollars in thousands): March 31, 2024 March 31, 2023 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,941 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,142 11,234 Vehicles 959 720 Construction in progress — 37 Gross property and equipment 35,516 35,234 Less: accumulated depreciation and amortization ( 25,923 ) ( 24,764 ) Total property and equipment, net $ 9,593 $ 10,470 Depreciation is recognized over the estimated useful lives of the respective assets, using the straight-line method. Orion recorded depreciation expense of $ 1.4 million, $ 1.4 million and $ 1.3 million for the years ended March 31, 2024, 2023 and 2022, respectively. Depreciable lives by asset category are as follows: Land improvements 10 - 15 years Buildings and building improvements 10 - 39 years Furniture, fixtures and office equipment 2 - 10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3 - 10 years Vehicles 5 - 7 years No interest was capitalized for construction in progress during fiscal 2024 or fiscal 2023 .

LEASES

LEASES	12 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	NOTE 8 — LEASES From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties. Leases are accounted for, and reported upon, following the requirements of ASC 842, Leases. Whether it is the lessee or the lessor, Orion’s determination of whether a contract includes a lease, and assessing how the lease should be accounted for, is a matter of judgment based on whether the risks and rewards, as well as substantive control of the assets specified in the contract, have been transferred from the lessor to the lessee. The judgment considers matters such as whether the assets are transferred from the lessor to the lessee at the end of the contract, the term of the agreement in relation to the asset’s remaining economic useful life, and whether the assets are of such a specialized nature that the lessor will not have an alternative use for such assets at the termination of the agreement. Other matters requiring judgment are the lease term when the agreement includes renewal or termination options and the interest rate used when initially determining the ROU asset and lease liability. ROU assets represent Orion’s right to use an underlying asset for the lease term and lease liabilities represent Orion’s obligation to make lease payments arising from the lease. 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. When available, Orion uses the implicit interest rate in the lease when completing this calculation. However, as most of Orion’s operating lease agreements generating ROU assets do not provide the implicit rate, Orion’s incremental borrowing rate under its line of credit, adjusted for differences in duration and the relative collateral value in relation to the payment obligation, at the commencement of the lease is generally used in this calculation. The lease term includes options to extend or renew the agreement, or for early termination of the agreement, when it is reasonably certain that Orion will exercise such option. ROU assets are depreciated using the straight-line method 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. Assets Orion Leases from Other Parties On January 31, 2020, Orion entered into the current lease for its primary manufacturing and distribution facility in Manitowoc, WI. The lease has a 10 -year term, with the option to terminate after six years . The lease also has an option to renew for two additional successive periods of five years each. The renewal option is not in the calculation of the right of use asset or liability as the company has considered the termination option in the calculation. Orion is responsible for the costs of insurance and utilities for the facility. These costs are considered variable lease costs. The agreement is classified as an operating lease. In February 2014, Orion entered into a multi-year lease agreement for use of office space in a multi-use office building in Jacksonville, Florida. The lease has since been extended, most recently during the first quarter of fiscal 2024, and presently terminates on June 30, 2026 . The agreement is classified as an operating lease. We lease office space in Lawrence, Massachusetts. The lease presently terminates in October, 2026 . The agreement is classified as an operating lease. We also lease office space in Pewaukee, Wisconsin. The lease has an option to renew one additional period of five years. The lease presently terminates in December, 2026 . The renewal option is not in the calculation of the right of use asset or liability as the company is not reasonably certain to exercise the option. The agreement is classified as an operating lease. Orion has leased other assets from third parties, principally office and production equipment. The terms of our other leases vary from contract to contract and expire at various dates in the next five years . The weighted average discount rate for Orion’s lease obligations as of March 31, 2024 and 2023 is 5.3 % and 5.4 %, respectively. The weighted average remaining lease term as of March 31, 2024 and 2023 i s 2.1 years and 3.0 years, respectively. A summary of Orion’s assets leased from third parties follows (dollars in thousands): Balance sheet classification March 31, 2024 March 31, 2023 Assets Operating lease assets Other long-term assets $ 1,770 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other 990 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,121 1,826 Total lease liabilities $ 2,111 $ 2,649 Orion had operating lease costs o f $ 1.9 million for the year ended March 31, 2024. This includes short-term leases and variable lease costs, which are immaterial. The es timated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2025 $ 1,083 Fiscal 2026 984 Fiscal 2027 177 Fiscal 2028 — Thereafter — Total lease payments $ 2,244 Less: Interest ( 133 ) Present value of lease liabilities $ 2,111 Assets Orion Leases to Other Parties Orion provides long-term financing to one customer who frequently engages Orion in large turnkey projects that span between three and nine months. The customer executes an agreement providing for monthly payments, at a fixed monthly amount, of the contract price, plus interest, over typically a five-year period. The total transaction price in these contracts is allocated between product and services in the same manner as all other turnkey projects. The portion of the transaction associated with the installation is accounted for consistently with all other installation related performance obligations under ASC 606. While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. Therefore, the portions of the transaction associated with the sale of the multiple individual light fixtures is accounted for as a sales-type lease under ASC 842. Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Consolidated Statement of Operations. These amounts are recorded for each fixture separately based on the customer’s monthly acknowledgment that specified fixtures have been installed and are operating as specified. The execution of the acknowledgment is considered the commencement date as defined in ASC 842. The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2024, 2023 and 2022 (dollars in thousands): March 31, 2024 March 31, 2023 March 31, 2022 Product revenue $ — $ 2,818 $ 1,169 Cost of product revenue — 2,771 1,073 The Consolidated Balance Sheet as of March 31, 2024 does not include a net investment in sales-type leases as all amounts due from the customer associated with lighting fixtures that were acknowledged to be installed and working correctly prior to period end were transferred to the financing institution prior to the respective balance sheet dates. Other Agreements where Orion is the Lessor Orion has leased unused portions of its corporate headquarters to third parties. The length and payment terms of the leases vary from contract to contract and, in some cases, include options for the tenants to extend the lease terms. Annual lease payments are recorded as a reduction in administrative operating expenses and were no t material in the years ended March 31, 2024, 2023 and 2022 . Orion has accounted for these transactions as operating leases.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	12 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS Orion has $ 0.9 million of goodwill related to its purchase of Voltrek in the third quarter of fiscal 2023, which is assigned to the EV Charging operating segment. Orion has $ 0.6 million of goodwill related to its purchase of Stay-Lite Lighting during fiscal year 2022, which is assigned to the Orion Maintenance operating segment. See Note 18 – Acquisition for further discussion of the Stay-Lite Lighting and Voltrek acquisitions. The costs of specifically identifiable intangible assets that do not have an indefinite life are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10 - 17 years Straight-line Licenses 7 - 13 years Straight-line Customer relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Vendor relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Developed technology 8 years Accelerated based upon the pattern of economic benefits Tradename 5 - 10 years Straight-line Intangible assets that have a definite life are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable based primarily upon whether expected future undiscounted cash flows are sufficient to support the asset recovery. If the actual useful life of the asset is shorter than the estimated life, the asset may be deemed to be impaired and accordingly a write-down of the value of the asset determined by a discounted cash flow analysis or shorter amortization period may be required. Indefinite lived intangible assets and goodwill are evaluated for impairment at least annually on the first day of Orion’s fiscal fourth quarter, or when indications of potential impairment exist. This annual impairment review may begin with a qualitative test to determine whether it is more likely than not that an indefinite lived intangible asset's carrying value is greater than its fair value. If the qualitative assessment reveals that asset impairment is more likely than not, a quantitative impairment test is performed comparing the fair value of the indefinite lived intangible asset to its carrying value. Alternatively, the qualitative test may be bypassed and the quantitative impairment test may be immediately performed. If the fair value of the indefinite lived intangible asset exceeds its carrying value, the indefinite lived intangible asset is not impaired and no further review is performed. If the carrying value of the indefinite lived intangible asset exceeds its fair value, an impairment loss would be recognized in an amount equal to such excess. Once an impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset. Orion performed a qualitative assessment in conjunction with its annual impairment test of its indefinite lived intangible assets as of January 1, 2024. This qualitative assessment considered Orion’s operating results for the first nine months of fiscal 2024 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. Orion determined a triggering event existed with the acquired intangible assets from the Stay-Lite acquisition, which represents the asset group, within the Maintenance segment, resulting in the need for a quantitative assessment on the definite-lived intangible assets. The Company recognized non-cash intangible impairment losses of $ 0.5 million in G&A in fiscal 2024 related to the acquired Stay-Lite trade name and customer list within the Maintenance segment. We utilized the relief from royalty method and multi-period excess earnings method under the income approach to estimate fair value. The impairment charges are due to sustained expectations of declining revenue growth in future years and decreased margin expectations related to those acquired assets. After these impairments, the aggregate carrying amount of these intangible assets was $ 0 . Orion performed a qualitative assessment in conjunction with its annual impairment test of its goodwill as of January 1, 2024. This qualitative assessment considered Orion segment's operating results for the first nine months of fiscal 2024 in comparison to prior years as well as its anticipated fourth quarter results and fiscal 2024 plan. As a result of the conditions that existed as of the assessment date, Orion determined a triggering event existed and a quantitative assessment was required for the goodwill within the Maintenance segment. We utilized the multi-period excess earnings method under the income approach to estimate fair value. The quantitative assessment determined the undiscounted future cash flows exceeded the carrying value of the assets, and as such impairment conditions did not exist at the measurement date. No triggering event existed in the EV segment, and as such an asset impairment was not deemed to be more likely than not and a quantitative analysis was not required. The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2024 March 31, 2023 Gross Accumulated Net Weighted Average Useful Life Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,029 ) $ 492 8.2 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 300 ( 90 ) 210 3.5 464 ( 73 ) 391 Customer relationships 5,000 ( 4,296 ) 704 1.5 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 554 ) 2,046 5.5 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,379 $ ( 7,927 ) $ 3,452 4.9 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Indefinite-lived Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Other Intangible Assets $ 12,389 $ ( 7,927 ) $ 4,462 $ 13,062 $ ( 7,058 ) $ 6,004 The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2025 $ 989 Fiscal 2026 751 Fiscal 2027 501 Fiscal 2028 455 Fiscal 2029 407 Thereafter 349 $ 3,452 Amortizat ion expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Amortization included in cost of sales: Patents $ 99 $ 107 $ 183 Total $ 99 $ 107 $ 183 Amortization included in operating expenses: Customer relationships $ 525 $ 296 $ 27 Vendor relationships 371 183 — Developed technology — — 11 Tradename 90 67 6 Total 986 546 44 Total amortization of intangible assets $ 1,085 $ 653 $ 227 Orion’s management periodically reviews the carrying value of patent applications and related costs. When a patent application is probable of being unsuccessful or a patent is no longer in use, Orion writes off the remaining carrying value as a charge to general and administrative expense within its Consolidated Statements of Operations. In fiscal years 2024, 2023, and 2022 , write-offs were immaterial.

ACCRUED EXPENSES AND OTHER

ACCRUED EXPENSES AND OTHER	12 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
ACCRUED EXPENSES AND OTHER	NOTE 10 — ACCRUED EXPENSES AND OTHER As of March 31, 2024 and March 31, 2023, Accrued expenses and other included the following (dollars in thousands): March 31, 2024 March 31, 2023 Accrued acquisition earn-out $ 875 $ 3,000 Other accruals 1,854 2,598 Compensation and benefits 2,255 1,412 Credits due to customers 1,167 1,310 Accrued project costs 2,366 1,218 Warranty 552 497 Sales tax 219 274 Legal and professional fees 46 172 Sales returns reserve 106 71 Total $ 9,440 $ 10,552 Accrued earn-out is related to recent acquisitions. Refer to discussion of acquisitions at Note 18 – Acquisitions. Orion generally offers a limited warranty of one to 10 years on its lighting products including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, ballasts, LED modules, LED chips, LED drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products. Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): March 31, 2024 2023 2022 Beginning of year $ 646 $ 860 $ 1,009 Accruals 473 382 434 Warranty claims (net of vendor reimbursements) ( 394 ) ( 596 ) ( 583 ) Ending balance $ 725 $ 646 $ 860

NET (LOSS) INCOME PER COMMON SH

NET (LOSS) INCOME PER COMMON SHARE	12 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
NET (LOSS) INCOME PER COMMON SHARE	NOTE 11 — NET (LOSS) INCOME PER COMMON SHARE Basic net (loss) income per common share is computed by dividing net (loss) income 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) income per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net (loss) income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Net (loss) income per common share is calculated based upon the following shares: Fiscal Year Ended March 31, 2024 2023 2022 Numerator: Net (loss) income (dollars in thousands) $ ( 11,671 ) $ ( 34,341 ) $ 6,091 Denominator: Weighted-average common shares outstanding 32,486,240 31,703,712 31,018,356 Weighted-average effect of assumed conversion of stock options and restricted stock — — 276,217 Weighted-average common shares and share equivalents outstanding 32,486,240 31,703,712 31,294,573 Net (loss) income per common share: Basic $ ( 0.36 ) $ ( 1.08 ) $ 0.20 Diluted $ ( 0.36 ) $ ( 1.08 ) $ 0.19 The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: March 31, 2024 2023 2022 Common stock options — — — Restricted shares 1,485,485 883,899 17,803 Total 1,485,485 883,899 17,803

LONG-TERM DEBT

LONG-TERM DEBT	12 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
LONG-TERM DEBT	NOTE 12 — LONG-TERM DEBT Long-term debt as of March 31, 2024 and 2023 consisted of the following (dollars in thousands): March 31, 2024 2023 Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 3 20 Total long-term debt 10,003 10,020 Less current maturities ( 3 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003 Revolving Credit Agreement On December 29, 2020, Orion entered into a Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement provides for a five-year $ 25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025 . Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of March 31, 2024 , the borrowing base of the Credit Facility supports $ 20.1 million of availability, with $ 10.1 million remaining availability net of $ 10.0 million borrowed. The Credit Agreement is secured by a first lien security interest in substantially all of Orion’s assets. Borrowings under the Credit Agreement are permitted in the form of SOFR or prime rate-based loans and generally bear interest at floating rates plus an applicable margin determined by reference to Orion’s availability under the Credit Agreement. Among other fees, Orion is required to pay an annual facility fee and a fee on the unused portion of the Credit Facility. The Credit Agreement includes a springing minimum fixed cost coverage ratio of 1.0 to 1.0 when excess availability under the Credit Facility falls below the greater of $ 3.0 million or 15 % of the committed facility. Currently, the required springing minimum fixed cost coverage ratio is not required. The Credit Agreement also contains customary events of default and other covenants, including certain restrictions on Orion’s ability to incur additional indebtedness, consolidate or merge, enter into acquisitions, pay any dividend or distribution on Orion’s stock, redeem, retire or purchase shares of Orion’s stock, make investments or pledge or transfer assets. If an event of default under the Credit Agreement occurs and is continuing, then the lender may cease making advances under the Credit Agreement and declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if Orion becomes the subject of voluntary or involuntary proceedings under any bankruptcy or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. Effective November 4, 2022, Orion, with Bank of America, N.A. as lender, executed Amendment No. 1 to its Credit Agreement. The primary purpose of the amendment was to include the assets of the acquired subsidiaries, Stay-Lite Lighting and Voltrek, as secured collateral under the Credit Agreement and to document the conversion from LIBOR to SOFR based loans. Accordingly, eligible assets of Stay-Lite and Voltrek will be included in the borrowing base calculation for the purpose of establishing the monthly borrowing availability under the Credit Agreement. The amendment also clarifies that the earn-out liabilities associated with the Stay-Lite and Voltrek transactions are permitted under the Credit Agreement and that the expenses recognized in connection with those earn-outs should be added back in the computation of EBITDA, as defined, under the Credit Agreement. As of March 31, 2024, Orion is in compliance with all debt covenants. Equipment Debt Obligation In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $ 44 thousand and $ 30 thousand fund certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43 % and 8.77 % respectively and both debts matured in January 2024 . Aggregate Maturities As of March 31, 2024, aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2025 $ 3 Fiscal 2026 10,000 Fiscal 2027 - $ 10,003

INCOME TAXES

INCOME TAXES	12 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 13 — INCOME TAXES The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Current $ 46 $ 97 $ 179 Deferred ( 5 ) 17,881 1,980 Total $ 41 $ 17,978 $ 2,159 2024 2023 2022 Federal, Current $ — $ — $ — Federal, Deferred ( 1 ) 14,557 1,658 Total Federal $ ( 1 ) 14,557 1,658 State, Current 46 97 179 State, Deferred ( 4 ) 3,324 322 Total State $ 42 3,421 501 Total $ 41 $ 17,978 $ 2,159 A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2024 2023 2022 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net 3.2 % 4.0 % 5.2 % State tax credits, net ( 0.2 )% ( 1.9 )% — % Federal tax credit ( 0.4 )% — % — % Change in valuation reserve ( 22.7 )% ( 131.3 )% ( 0.4 )% Permanent items ( 0.8 )% ( 1.0 )% ( 1.9 )% Change in tax contingency reserve ( 0.1 )% ( 0.1 )% 0.1 % Equity compensation cancellations ( 0.2 )% ( 0.1 )% 0.1 % State return to provision 0.1 % ( 0.9 )% 2.3 % Other, net ( 0.3 )% 0.4 % ( 0.2 )% Effective income tax rate ( 0.4 )% ( 109.9 )% 26.2 % The net de ferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2024 2023 Deferred tax assets: Inventory, accruals and reserves 737 680 Interest deduction carry-forward 248 71 Federal and state operating loss carry-forwards 20,515 18,849 Tax credit carry-forwards 1,459 1,537 Equity compensation 200 188 Deferred revenue 21 25 Lease liability 527 669 Intangible assets 1,296 984 Other 1,164 798 Total deferred tax assets 26,167 23,801 Valuation allowance ( 25,367 ) ( 22,731 ) Deferred tax assets, net of valuation allowance 800 1,070 Deferred tax liabilities: Lease ROU asset ( 442 ) ( 549 ) Fixed assets ( 430 ) ( 598 ) Total deferred tax liabilities ( 872 ) ( 1,147 ) Total net deferred tax (liabilities) assets $ ( 72 ) $ ( 77 ) For fiscal year ended March 31, 2024 , Orion’s deferred tax assets were primarily the result of U.S. NOL and tax credit carryforwards. Orion recorded a valuation allowance of $ 25.4 million and $ 22.7 million against its net deferred tax asset balance as of March 31, 2024 and March 31, 2023, respectively, due to the uncertainty of its realization value in the future. For the fiscal year ended March 31, 2024, the valuation allowance against Orion’s deferred tax assets increased by $ 2.7 million, primarily due to the current year book loss. For the fiscal year ended March 31, 2023, the valuation allowance against Orion’s deferred tax assets increased by $ 21.5 million due to management’s reassessment of the realizability of the domestic deferred tax assets. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes. As of March 31, 2024, Orion has federal NOL carryforwards of approximately $ 78.2 million, state NOL carryforwards of approximately $ 70.3 million, and foreign NOL carryforwards of approximately $ 0.8 million. Orion also had federal tax credit carryforwards of approximately $ 1.3 million and state tax credits of $ 0.3 million. All of Orion’s tax credit carryforwards and $ 123.5 million of its NOL carryforwards will begin to expire in varying amounts between 2024 and 2044. The remaining $ 25.8 million of its federal and state NOL carryforwards are not subject to time restrictions but may only be used to offset 80 % of adjusted taxable income. Orion believes it is more likely than not that the benefit from its state credit carryforwards, foreign NOL carryforwards, federal credit carryforwards, and state loss carryforwards will not be realized. In recognition of this risk, Orion has provided a net valuation allowance of $ 25.4 million on the deferred tax assets related to these carryforwards. Generally, a change of more than 50% in the ownership of Orion's stock, by value, over a three-year period constitutes an ownership change for federal income tax purposes as defined under Section 382 of the Internal Revenue Code. As a result, Orion's ability to use its net operating loss carryforwards, attributable to the period prior to such ownership change, to offset taxable income can be subject to limitations in a particular year, which could potentially result in increased future tax liability for Orion. There was no limitation of NOL carryforwards that occurred for fiscal 2024, fiscal 2023, or fiscal 2022. Orion records its tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where Orion believes that a tax position is supportable for income tax purposes, the item is included in their income tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be affected by changing interpretations of laws, rulings by tax authorities, or the expiration of the statute of limitations. Orion files income tax returns in the United States federal jurisdiction and in several state jurisdictions. The Company's federal tax returns for tax years beginning April 1, 2020 or later are open. For states in which Orion files state income tax returns, the statute of limitations is generally open for tax years beginning April 1, 2020 or later. State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. Orion currently has no state income tax return positions in the process of examination, administrative appeals or litigation. Uncertain tax positions As of March 31, 2024 , the balance of gross unrecognized tax benefits was approximately $ 0.2 million, all of which would affect Orion’s effective tax rate if recognized. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are included in the unrecognized tax benefits. Accrued interest and penalties for such unrecognized tax benefits as of March 31, 2024 and 2023 were $ 0.1 million. Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Unrecognized tax benefits as of beginning of fiscal year $ 225 $ 215 $ 285 Additions based on tax positions related to the current period positions 1 1 39 Additions/(reductions) for tax positions of prior years 11 9 ( 109 ) Unrecognized tax benefits as of end of fiscal year $ 237 $ 225 $ 215

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 — COMMITMENTS AND CONTINGENCIES Purchase Commitments Orion enters into non-cancellable purchase commitments for certain inventory items in order to secure better pricing and ensure materials on hand. As of March 31, 2024 , Orion had entered into $ 5.4 million of purchase commitments related primarily to inventory purchases. Orion expects the purchase commitments to be fulfilled during fiscal 2025. Retirement Savings Plan Orion sponsors a tax deferred retirement savings plan that permits eligible employees to contribute varying percentages of their compensation up to the limit allowed by the Internal Revenue Service. This plan also provides for discretionary contributions by Orion. In fiscal 2024, 2023 and 2022, Orion made matching contributions of approximately $ 0.2 million, $ 0.2 million, and $ 0.1 million, respectively. Litigation Orion is subject to various claims and legal proceedings arising in the ordinary course of business. As of the date of this report, Orion does not believe that the final resolution of any of such claims or legal proceedings would have a material adverse effect on its future results of operations.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	NOTE 15 — SHAREHOLDERS’ EQUITY Employee Stock Purchase Plan In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or ESPP. The ESPP authorizes 2,500,000 shares to be issued from treasury or authorized shares to satisfy employee share purchases under the ESPP. All full-time employees of Orion are eligible to be granted a non-transferable purchase right each calendar quarter to purchase directly from Orion up to $ 20,000 of Orion’s common stock at a purchase price equal to 100 % of the closing sale price of Orion’s common stock on The NASDAQ Capital Market on the last trading day of each quarter. Sale of shares In March 2023, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $ 100 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes. In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock, having an aggregate offering price of up to $ 50 million from time to time through or to the Agent, acting as sales agent or principal. No share sales have been effected pursuant to the ATM program through March 31, 2024 .

STOCK OPTIONS AND RESTRICTED SH

STOCK OPTIONS AND RESTRICTED SHARES	12 Months Ended
	Mar. 31, 2024
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, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 3,500,000 shares to 6,000,000 shares (an increase of 2,500,000 shares). As of March 31, 2024, the number of shares available for grant under the Amended 2016 Plan was 1,788,994 . 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, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; 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. Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The Amended 2016 Plan 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. Orion historically granted stock options and restricted stock under the 2004 Plan. Orion has not issued stock options since fiscal 2014 and instead has issued restricted stock. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. Orion recognizes forfeitures as they occur. Orion added performance conditions to a portion of the annual long-term incentive grants for fiscal 2023 and 2024 for Orion's executive compensation program. The performance-vesting restricted stock will vest to the extent Orion achieves revenue growth targets over a three-year period. Orion recognizes performance-vesting restricted stock expense ratably over the requisite service period based on the likelihood of meeting the performance conditions. As of March 31, 2024 and 2023, Orion recognized $ 0.3 million and $ 0 in stock-based compensation expense for performance-vesting restricted stock. The following amounts of stock-based compensation expense for restricted shares were recorded (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Cost of product revenue $ 5 $ 4 $ 5 General and administrative 923 1,596 793 Sales and marketing 17 8 12 Research and development 5 4 3 $ 950 $ 1,612 $ 813 The following table summarizes information with respect to outstanding stock options: Number of Weighted Outstanding at March 31, 2023 73,136 $ 2.41 Granted — $ — Exercised — $ — Forfeited ( 73,136 ) $ 2.41 Outstanding at March 31, 2024 — $ — Exercisable at March 31, 2024 — $ — The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Time-Based Performance-Based Shares Weighted Shares Weighted Balance at March 31, 2023 612,819 $ 2.82 130,635 $ 2.15 Shares issued 677,090 $ 1.42 577,742 $ 1.55 Shares vested ( 260,555 ) $ 3.19 — — Shares forfeited ( 15,250 ) $ 2.01 — — Shares outstanding at March 31, 2024 1,014,104 $ 1.87 708,377 $ 1.66 Per share price on grant date $ 0.95 - 1.55 $ 1.55 - 2.18 During fiscal 2024 , Orion recognized $ 1.0 million of stock-based compensation expense related to restricted shares. As of March 31, 2024, 2023 and 2022, the weighted average grant-date fair value of restricted shares granted was $ 1.42 , $ 2.16 and $ 5.55 , respectively. The total fair value of shares vested during fiscal years ended March 31, 2024, 2023 and 2022 are $ 0.8 million, $ 1.0 million and $ 1.4 million, respectively. Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2024 is expected to be recognized as follows (dollars in thousands): Fiscal 2025 $ 696 Fiscal 2026 384 Fiscal 2027 137 Thereafter — Total $ 1,217 Remaining weighted average expected term 2.1 years

SEGMENT DATA

SEGMENT DATA	12 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENT DATA	NOTE 17 — SEGMENT DATA 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 Segment, Orion Distribution Services Segment, Orion U.S. Markets Segment and Orion Electric Vehicle Charging Segment (the “EV Segment”). Effective during the first quarter of fiscal 2024, Orion began to evaluate and report its business using three segments: Orion Lighting Segment, Orion Maintenance Segment and Orion Electric Vehicle Charging Segment. 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 years 2023 and 2022 have 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 directly allocated to Orion’s segments and adjustments to reconcile to consolidated results. Revenues Operating Income (Loss) For the year ended March 31, For the year ended March 31, (dollars in thousands) 2024 2023 2022 2024 2023 2022 Segments: Lighting Segment $ 61,102 $ 56,553 $ 118,557 $ ( 1,352 ) $ ( 5,150 ) $ 21,647 Maintenance Segment 17,147 14,555 5,826 ( 5,523 ) ( 2,221 ) 337 EV Segment 12,332 6,275 - ( 1,563 ) ( 4,158 ) - Corporate and Other - - - ( 2,386 ) ( 4,456 ) ( 13,593 ) $ 90,581 $ 77,383 $ 124,383 $ ( 10,824 ) $ ( 15,985 ) $ 8,391 Depreciation and Amortization Capital Expenditures For the year ended March 31, For the year ended March 31, (dollars in thousands) 2024 2023 2022 2024 2023 2022 Segments: Lighting Segment $ 747 $ 1,094 $ 1,255 $ 92 $ 71 $ 302 Maintenance Segment 453 317 132 535 194 43 EV Segment 979 465 - 56 5 - Corporate and Other 411 219 229 154 316 153 $ 2,590 $ 2,095 $ 1,616 $ 837 $ 586 $ 498 Total Assets (dollars in thousands) March 31, 2024 March 31, 2023 Segments: Lighting Segment $ 25,911 $ 28,641 Maintenance Segment 8,827 6,739 EV Segment 15,291 11,502 Corporate and Other 13,140 24,697 $ 63,169 $ 71,579 Orion’s Lighting segment revenue outside the United States in Germany was $ 6.4 million, $ 0.2 million and $ 0 in for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Orion has no long-lived assets outside the United States.

ACQUISITION

ACQUISITION	12 Months Ended
	Mar. 31, 2024
Business Combinations [Abstract]
ACQUISITION	NOTE 18 — ACQUISITION Acquisition of Voltrek Effective on October 5, 2022, Orion acquired all the membership interests of Voltrek, an electric vehicle charging station solutions provider for a purchase price of $ 5.0 million in cash and $ 1.0 million of shares of common stock of Orion, subject to normal and customary closing adjustments of $ 0.9 million (the “Voltrek Acquisition”). In addition, depending upon the relative EBITDA growth of Voltrek’s business in fiscal 2023, 2024 and 2025, Orion could pay up to an additional $ 3.0 million, $ 3.5 million and $ 7.15 million, respectively, in earn-out payments. These compensatory payments do not fall within the scope of ASC 805, Business Combinations, and will be expensed over the course of the earn-out periods to the extent they are earned. As of March 31, 2024, Orion paid $ 3.0 million related to the fiscal 2023 earn-out opportunity and recorded $ 0.9 million to accrued expenses for the fiscal 2024 earn-out opportunity with an additional $ 0.5 million to other long-term liabilities for the cumulative potential earn-out opportunity which would 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 preliminarily allocated the purchase price of approximately $ 6.9 million to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The purchase price and closing adjustments were paid in cash and 620,067 shares of common stock with a total fair market value of $ 1.0 million, which is recorded in the opening balance sheet at fair value of $ 0.8 million, the discount on which is due to lock-up requirements on the shares. The follow ing table summarizes the purchase price allocation for Voltrek: (in thousands) Opening Balance Sheet Cash $ 416 Accounts receivable 1,363 Revenue earned but not billed 325 Inventory 880 Prepaid expenses and other current assets 39 Property and equipment 4 Goodwill 920 Other intangible assets 4,300 Other long-term assets 223 Accounts payable ( 1,133 ) Accrued expenses and other ( 286 ) Other long-term liabilities ( 180 ) Net purchase consideration $ 6,871 Goodwill recorded from the Voltrek Acquisition is attributable to the skillset of the acquired workforce. The goodwill resulting from the Voltrek Acquisition is expected to be deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name, vendor relationship and customer relationships. The tradename intangible asset was valued using a relief from royalty method. The significant assumptions used include the estimated revenue and royalty rate, among other factors. The vendor relationship intangible asset was valued using the income approach - excess earnings method. The significant assumptions include estimated revenue, cost of goods sold, and probability of renewal, among other factors. The customer relationship intangible asset was valued using the income approach - with-and-without method. The significant assumptions include estimated cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, among other factors), and discount rate, reflecting the risks inherent in the future cash flow stream, among other factors. The categorization of the framework used to measure fair value of the intangible assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. The following table presents the details of the intangible assets acquired at the date of Voltrek Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 300 5 Vendor relationship $ 2,600 7 Customer relationships $ 1,400 3 Voltrek's post-acquisition results of operations since October 5, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Voltrek are included in the EV segment. See note 17 - Segments, for results. Acquisition of Stay-Lite Lighting Effective on January 1, 2022, Orion acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, a nationwide lighting and electrical maintenance service provider, for $ 4.3 million (the “Stay-Lite Acquisition”). Stay-Lite Lighting operates as Stay-Lite Lighting, an Orion Energy Systems business. The Stay-Lite Acquisition accelerates the growth of Orion's maintenance services offerings through its Orion Services Group, which provides lighting and electrical services to customers. Orion has accounted for this transaction as a business combination. Orion has allocated the purchase price of approximately $ 4.3 million, which included an estimate of the earn-out liability of $ 0.2 million and $ 0.1 million for the working capital adjustment received in the first quarter fiscal 2023, 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 remaining was $ 4.0 million funded with cash. The agreement also included an earn-out related purchase price adjustment of up to $ 0.7 million based on performance during the 2022 and 2023 calendar years. During fiscal 2023, the earn-out liability of $ 0.2 million was reversed, through acquisition related costs, based on Stay-Lite Lighting's actual performance during fiscal 2023. No adjustment was recorded in fiscal 2024 to the earn-out liability, and the earn-out period is now complete. The foll owing table summarizes the purchase price allocation for Stay-Lite: (in thousands) Opening Balance Sheet Cash $ 95 Accounts receivable 2,690 Revenue earned but not billed 342 Inventory 504 Prepaid expenses and other current assets 41 Property and equipment 725 Goodwill 564 Other intangible assets 673 Other long-term assets 537 Accounts payable ( 965 ) Accrued expenses and other ( 492 ) Other long-term liabilities ( 411 ) Net purchase consideration $ 4,303 Goodwill recorded from the Stay-Lite Acquisition is attributable to the expected synergies from the business combination. The goodwill resulting from the Stay-Lite Acquisition is deductible for tax purposes. The intangible assets include amounts recognized for the fair value of the trade name and customer relationships. The fair value of the intangible assets was determined based upon the income (discounted cash flow) approach. The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 The value of the acquired definite-lived intangible assets from Stay-Lite were deemed fully impaired in fiscal 2024, and as such no future amortization expense will be recorded. Stay-Lite Lighting’s post-acquisition results of operations since January 1, 2022 are included in Orion’s Consolidated Statements of Operations. The operating results of Stay-Lite Lighting are included in the Orion Maintenance segment. Unaudited pro forma The pro forma information was determined based on the historical results of Orion and unaudited financial results from Stay-Lite Lighting and 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 combinations 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 acquisitions. If Voltrek was acquired on April 1, 2021, the pro forma Orion revenue for the twelve-month period ended on March 31, 2023 would have been $ 79.8 million and proforma net loss would have been $( 33.5 ) million. Orion pro forma fiscal 2022 revenue would have been $ 128.0 million and net income would have been $ 5.9 million. If Stay-Lite was acquired on April 1, 2020, the pro forma Orion full year fiscal 2022 revenue would have been $ 131.3 million and net income would have been $ 6.0 million. Transaction costs related to the Stay-Lite Acquisition and the Voltrek Acquisition are recorded in acquisition related costs in the Consolidated Statements of Operations. Transaction costs totaled $ 0.8 million in the twelve months ending March 31, 2023 and $ 0.5 million twelve months ended March 31, 2022, respectively

RESTRUCTURING EXPENSE

RESTRUCTURING EXPENSE	12 Months Ended
	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
RESTRUCTURING EXPENSE	NOTE 19 - RESTRUCTURING EXPENSE During the fourth quarter of fiscal 2024, as part of Orion's response to declining financial results, Orion entered into separation agreements with multiple employees and recognized $ 0.1 million of expense. Orion's restructuring expense for the 12 months ended March 31 2024, 2023 and 2022 is reflected within its consolidated statement of operations as follows (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Cost of product revenue $ 26 $ - $ - Cost of service revenue 48 General and administrative 28 - - Sales and marketing 21 - - $ 123 $ - $ - Total restructuring expense by segment was recorded as follows (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Segments: Lighting $ 52 $ - $ - Maintenance 48 - - EV - - - Corporate and Other 23 - - $ 123 $ - $ -

SUBSEQUENT EVENT

SUBSEQUENT EVENT	12 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENT	NOTE 20 — SUBSEQUENT EVENT On April 22, 2024, the Company, with Bank of America, N.A. as lender, executed Amendment No. 2 (“Amendment No. 2”) to its Loan and Security Agreement dated December 29, 2020 and amended previously on November 4, 2022 (the “LSA”). The primary purpose of Amendment No. 2 was to add a $ 3.525 million mortgage loan facility to the LSA secured by the Company’s office headquarters property in Manitowoc, Wisconsin. Amendment No. 2 also broadened the definition of receivables to encompass government receivables as being eligible to be included in the Company’s borrowing base calculation for the purpose of establishing the Company’s monthly borrowing availability under the LSA.

QUARTERLY FINANCIAL DATA (UNAUD

QUARTERLY FINANCIAL DATA (UNAUDITED)	12 Months Ended
	Mar. 31, 2024
Quarterly Financial Data [Abstract]
QUARTERLY FINANCIAL DATA (UNAUDITED)	NOTE 21 — QUARTERLY FINANCIAL DATA (UNAUDITED) Summary quarterly results for the years ended March 31, 2024 and March 31, 2023 are as follows: Three Months Ended Jun 30, 2023 Sep 30, 2023 Dec 31, 2023 March 31, 2024 Total (in thousands, except per share amounts) Total revenue $ 17,613 $ 20,586 $ 25,971 $ 26,411 $ 90,581 Gross profit $ 3,171 $ 4,569 $ 6,367 $ 6,804 $ 20,911 Net (loss) income (2) $ ( 6,637 ) $ ( 4,388 ) $ ( 2,256 ) $ 1,610 $ ( 11,671 ) Basic net (loss) income per share (2) $ ( 0.21 ) $ ( 0.14 ) $ ( 0.07 ) $ 0.05 $ ( 0.36 ) Shares used in basic per share calculation 32,346 32,503 32,531 32,486 32,486 Diluted net (loss) income per share (2) $ ( 0.21 ) $ ( 0.14 ) $ ( 0.07 ) $ 0.05 $ ( 0.36 ) Shares used in diluted per share calculation 32,346 32,503 32,531 33,965 32,486 Three Months Ended Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 Mar 31, 2023 Total (in thousands, except per share amounts) Total revenue $ 17,906 $ 17,560 $ 20,288 $ 21,629 $ 77,383 Gross profit $ 3,554 $ 4,435 $ 4,781 $ 4,741 $ 17,511 Net loss (1) $ ( 2,835 ) $ ( 2,331 ) $ ( 24,059 ) $ ( 5,116 ) $ ( 34,341 ) Basic net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in basic per share calculation 31,138 31,031 32,048 32,294 31,704 Diluted net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in diluted per share calculation 31,138 31,031 32,048 32,294 31,704 (1) Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. (2) Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024. The four quarters for net earnings per share may not add to the total year because of differences in the weighted average number of shares outstanding during the quarters and the year.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Orion Energy Systems, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, net realizable value of inventory, allowance for credit losses, accruals for warranty and loss contingencies, earn-out, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Orion considers all highly liquid, short-term investments with original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Orion’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other, revolving credit facility and long-term debt. In addition, other long-term assets includes an equity investment of $ 0.5 million that is carried at cost less impairment, of which there has been no impairment as of March 31, 2024. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The carrying amounts of Orion’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments. Long-term debt and revolving credit facility are classified as Level 2 in the fair value hierarchy because of the interest rates currently available to Orion for similar obligations.
Allowance for Credit Losses	Allowance for Credit Losses Orion performs ongoing evaluations of its customers and continuously monitors collections and payments. Orion estimates an allowance for credit losses based upon the historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. See Note 4 – Accounts Receivable for further discussion of the allowance for credit losses.
Inventory	Inventory . Inventories consist of raw materials and components, such as drivers, metal sheet and coil stock and molded parts; work in process inventories, such as frames and reflectors; and finished goods, including completed fixtures and systems, and accessories. All inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out (FIFO) method. In determining the lower of cost or net realizable value, we consider assumptions such as business and economic conditions, expected demand for our products, changes in technology or customer requirements, recent historical sales activity (including usage in the preceding 9 to 12 month s) and selling prices, as well as estimates of future selling prices. When the net realizable value of inventories exceeds the carrying value, Orion records, as a charge to cost of product revenue, the amount required to reduce the carrying value of inventory to net realizable value.
Incentive Plan	Incentive Plan Orion’s human capital management and compensation committee annually approves an executive annual cash incentive program. Based upon the results for the fiscal years ended March 31, 2024, 2023, and 2022, Orion accrued approximately $ 0.2 million, $ 0 , and $ 0.1 million expense related to these programs, respectively.
Revenue Recognition	Revenue Recognition Orion generates revenues primarily by selling commercial lighting fixtures and components, installing these fixtures in its customer’s facilities, and providing maintenance services including repairs and replacements for the lighting and related electrical components deployed in its customer’s facilities. Orion recognizes revenue in accordance with the guidance in “Revenue from Contracts with Customers” (Topic 606) (“ASC 606”) when control of the goods or services being provided (which Orion refers to as a performance obligation) is transferred to a customer at an amount that reflects the consideration that management expects to receive in exchange for those goods or services. Prices are generally fixed at the time of order confirmation, either for the contact as a whole or for the hourly rates that will be charged for the type of maintenance services delivered. The amount of expected consideration includes estimated deductions and early payment discounts calculated based on historical experience, customer rebates based on agreed upon terms applied to actual and projected sales levels over the rebate period, and any amounts paid to customers in conjunction with fulfilling a performance obligation. If there are multiple performance obligations in a single contract, the contract’s total transaction price is allocated to each individual performance obligation based on their relative standalone selling price. A performance obligation’s standalone selling price is the price at which Orion would sell such promised good or service separately to a customer. Orion uses an observable price to determine the stand-alone selling price for separate performance obligations or an expected cost-plus margin approach when one is not available. The expected cost-plus margin approach is used to determine the estimated stand-alone selling price for the service performance obligation and is based on average historical installation margin. Revenue derived from customer contracts which include only performance obligation(s) for the sale of Orion manufactured or sourced lighting fixtures and components is classified as Product revenue in the Consolidated Statements of Operations. The revenue for these transactions is recorded at the point in time when management believes that the customer obtains control of the products, generally either upon shipment or upon delivery to the customer’s facility. This point in time is determined separately for each contract and requires judgment by management of the contract terms and the specific facts and circumstances concerning the transaction. Revenue from a customer contract which includes both the sale of Orion manufactured or sourced fixtures and the installation of such fixtures (which Orion refers to as a turnkey project) is allocated between each lighting fixture and the installation performance obligation based on relative standalone selling prices. Revenue from turnkey projects that is allocated to the sale of the lighting fixtures is recorded at the point in time when management believes the customer obtains control of the product(s) and is reflected in Product revenue. This point in time is determined separately for each customer contract based upon the terms of the contract and the nature and extent of Orion’s control of the light fixtures during the installation. Product revenue associated with turnkey projects can be recorded (a) upon shipment or delivery, (b) subsequent to shipment or delivery and upon customer payments for the light fixtures, (c) when an individual light fixture is installed and working correctly, or (d) when the customer acknowledges that the entire installation project is substantially complete. Determining the point in time when a customer obtains control of the lighting fixtures in a turnkey project can be a complex judgment and is applied separately for each individual light fixture included in a contract. In making this judgment, management considers the timing of various factors, including, but not limited to, those detailed below: • when there is a legal transfer of ownership; • when the customer obtains physical possession of the products; • when the customer starts to receive the benefit of the products; • the amount and duration of physical control that Orion maintains on the products after they are shipped to, and received at, the customer’s facility; • whether Orion is required to maintain insurance on the lighting fixtures when they are in transit and after they are delivered to the customer’s facility; • when each light fixture is physically installed and working correctly; • when the customer formally accepts the product; and • when Orion receives payment from the customer for the light fixtures. Revenue from turnkey projects that is allocated to the single installation performance obligation is reflected in Service revenue. Service revenue is recorded over-time as Orion fulfills its obligation to install the light fixtures. Orion measures its performance toward fulfilling its performance obligations for installations using an output method that calculates the number of light fixtures removed and installed as of the measurement date in comparison to the total number of light fixtures to be removed and installed under the contract. Revenue from the maintenance offering that includes both the sale of Orion manufactured or sourced product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. Orion offers a financing program, called an Orion Throughput Agreement, or OTA, for a customer’s lease of Orion’s energy management systems. The OTA is structured as a sales-type lease and upon successful installation of the system and customer acknowledgment that the system is operating as specified, revenue is recognized at Orion’s net investment in the lease, which typically is the net present value of the future cash flows. Orion also records revenue in conjunction with several limited power purchase agreements (“PPAs”) still outstanding. Those PPAs are supply-side agreements for the generation of electricity. Orion’s last PPA expires in 2031. Revenue associated with the sale of energy generated by the solar facilities under these PPAs is within the scope of ASC 606. Revenues are recognized over-time and are equal to the amount billed to the customer, which is calculated by applying the fixed rate designated in the PPAs to the variable amount of electricity generated each month. This approach is in accordance with the “right to invoice” practical expedient provided for in ASC 606. Orion also recognizes revenue upon the sale to third parties of tax credits received from operating the solar facilities and from amortizing a grant received from the federal government during the period starting when the power generating facilities were constructed until the expiration of the PPAs; these revenues are not derived from contracts with customers and therefore not under the scope of ASC 606. During the third quarter of fiscal 2023, Orion acquired Voltrek LLC ("Voltrek"), which sells and installs sourced electric vehicle charging stations and related software subscriptions and renewals. The results of Voltrek are included in the Orion EV segment and compliment Orion’s existing turnkey installation model. The sale of charging stations and related software subscriptions, renewals and extended warranty is presented in Product revenue. Orion is the principal in the sales of charging stations as it has control of the physical products prior to transfer to the customer. Accordingly, revenue is recognized on a gross basis. For certain sales, primarily software subscriptions, renewals and extended warranty, Orion is the sales agent providing access to the content and recognize commission revenue net of amounts due to third parties who fulfill the performance obligation. For these sales, control passes at the point in time upon providing access of the content to the customer. The sale of installation and services related to the EV charging business is presented in Service revenue. Revenue from the EV segment that includes both the sale of product and service is allocated between the product and service performance obligations based on relative standalone selling prices, and is recorded in Product revenue and Service revenue, respectively, in the Consolidated Statement of Operations. From time to time, the EV segment enters into bill and hold arrangements, whereby the Company sells EV charging stations and the charging stations are warehoused at a Company location for a specified period of time in accordance with directions received from the Company's customers. Even though the charging stations are held at a Company location, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer. Additionally, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive -the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer. See Note 10 – Accrued Expenses and Other for a discussion of Orion’s accounting for the limited warranty it provides to customers for its products and services. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.
Shipping and Handling Costs	Shipping and Handling Costs Orion records costs incurred in connection with shipping and handling of products as cost of product revenue. Amounts billed to customers in connection with these costs are included in product revenue.
Research and Development	Research and Development Orion expenses research and development costs as incurred. Amounts are included in the Consolidated Statement of Operations on the line item Research and development.
Income Taxes	Income Taxes Orion recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between financial reporting and income tax basis of assets and liabilities, measured using the enacted tax rates and laws expected to be in effect when the temporary differences reverse. Deferred income taxes also arise from the future tax benefits of operating loss and tax credit carryforwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the fiscal year ended March 31, 2024 and 2023, Orion recognized a valuation allowance for all of its net deferred tax assets. ASC 740, Income Taxes , also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination. Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as other liabilities (non-current) to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in income tax expense. Penalties and interest are immaterial and are included in the unrecognized tax benefits.
Stock Based Compensation	Stock Based Compensation Orion’s share-based payments to employees are measured at fair value and are recognized against earnings, on a straight-line basis over the requisite service period. Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. As more fully described in Note 16 – Stock Options and Restricted Shares, Orion currently awards non-vested restricted stock (and in some cases, in conjunction with associated cash award accounted for as a liability) to employees, executive officers and directors.
Acquisition Related Costs	Acquisition Related Costs Acquisition related costs includes legal fees, consulting and success fees, and other integration related costs.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion’s cash is primarily deposited with one financial institution. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For fiscal 2024, 2023 and 2 022, no supp lier accounted for more than 10 % of total cost of revenue. In fiscal 2024 , one customer accounted f or 25.2 % of revenue. In fiscal 2023 , one customer accounted for 16.2 % of total revenue. In fiscal 2022 , one customer accounted for 49.1 % of total revenue. The revenue from this customer is recorded in Orion's Lighting and Maintenance segments. As of March 31, 2024 , two customers accounted for 17.3 % and 11.7 % of accounts receivable. 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 Bid Price Requirement. On April 5, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $ 1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets the Bid Price Rule. The Notification Letter does not impact the Company’s current listing on The Nasdaq Capital Market at this time, and shares of the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “OESX”. The Notification Letter states that the Company has 180 calendar days, or until October 2, 2024, to regain compliance with the Bid Price Rule. To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by October 2, 2024, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the Bid Price Rule) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period, including the implementation of a reverse stock split, if necessary . If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company would have an opportunity to appeal the delisting determination to a hearings panel.
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)	12 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table provides detail of Orion’s total revenues for the year ended March 31, 2024 (dollars in thousands): Year Ended March 31, 2024 Year Ended March 31, 2023 Year Ended March 31, 2022 Product Services Total Product Services Total Product Services Total Revenue from contracts with customers: Lighting product and installation $ 50,229 $ 10,783 $ 61,012 $ 46,500 $ 7,088 $ 53,588 $ 89,827 $ 27,242 $ 117,069 Maintenance services 4,687 12,460 17,147 3,266 11,289 14,555 573 5,252 5,825 Electric vehicle charging 8,301 4,031 12,332 4,479 1,796 6,275 — — — Solar energy-related revenues 28 — 28 — — — 42 — 42 Total revenues from contracts with customers 63,245 27,274 90,519 54,245 20,173 74,418 90,442 32,494 122,936 Revenue accounted for under other guidance (1) 62 — 62 2,965 — 2,965 1,447 — 1,447 Total revenue $ 63,307 $ 27,274 $ 90,581 $ 57,210 $ 20,173 $ 77,383 $ 91,889 $ 32,494 $ 124,383 (1) Revenue accounted for under other guidance is recognized as Product revenue in the consolidated statements of operations and includes $ 0 , $ 2.8 million, and $ 1.2 million derived from sales-type leases for light figures for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; $ 0.1 million, $ 0.1 million, and $ 0.2 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; and $ 0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities for the fiscal years ended March 31, 2024, 2023, and 2022.
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 March 31, 2024, and March 31, 2023 (dollars in thousands): March 31, 2024 March 31, 2023 Accounts receivable, net $ 14,022 $ 13,728 Revenue earned but not billed $ 4,539 $ 1,320 Deferred revenue (1) $ 124 $ 480

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	12 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
Accounts Receivable and Allowance for Doubtful Accounts Balances	Orion's accounts receivable and allowance for credit losses balances were as follows (dollars in thousands): 2024 2023 Accounts receivable, gross $ 14,094 $ 13,814 Allowance for credit losses ( 72 ) ( 86 ) Accounts receivable, net $ 14,022 $ 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): Fiscal Year Ended March 31, 2024 2023 2022 Beginning of period $ ( 86 ) $ ( 8 ) $ ( 11 ) Reserve adjustment — ( 16 ) — Credit loss/bad debt expense ( 170 ) ( 65 ) ( 10 ) Write-off 184 3 13 End of period $ ( 72 ) $ ( 86 ) $ ( 8 )

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventories	As of March 31, 2024 and 2023, Orion's inventory balances were as follows (dollars in thousands): Inventories As of March 31, 2024 Raw materials and components $ 7,219 Work in process 267 Finished goods 10,760 Total $ 18,246 As of March 31, 2023 Raw materials and components $ 8,894 Work in process 558 Finished goods 8,753 Total $ 18,205

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment were comprised of the following (dollars in thousands): March 31, 2024 March 31, 2023 Land and land improvements $ 433 $ 433 Buildings and building improvements 9,504 9,491 Furniture, fixtures and office equipment 7,941 7,782 Leasehold improvements 540 540 Equipment leased to customers 4,997 4,997 Plant equipment 11,142 11,234 Vehicles 959 720 Construction in progress — 37 Gross property and equipment 35,516 35,234 Less: accumulated depreciation and amortization ( 25,923 ) ( 24,764 ) Total property and equipment, net $ 9,593 $ 10,470 Depreciable lives by asset category are as follows: Land improvements 10 - 15 years Buildings and building improvements 10 - 39 years Furniture, fixtures and office equipment 2 - 10 years Leasehold improvements Shorter of asset life or life of lease Equipment leased to customers under Power Purchase Agreements 20 years Plant equipment 3 - 10 years Vehicles 5 - 7 years

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Mar. 31, 2024
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 March 31, 2024 March 31, 2023 Assets Operating lease assets Other long-term assets $ 1,770 $ 2,174 Liabilities Current liabilities Operating lease liabilities Accrued expenses and other 990 823 Non-current liabilities Operating lease liabilities Other long-term liabilities 1,121 1,826 Total lease liabilities $ 2,111 $ 2,649
Summary of Estimated Maturity of Lease Liabilities	The es timated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands): Maturity of Lease Liabilities Operating Leases Fiscal 2025 $ 1,083 Fiscal 2026 984 Fiscal 2027 177 Fiscal 2028 — Thereafter — Total lease payments $ 2,244 Less: Interest ( 133 ) Present value of lease liabilities $ 2,111
Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases	The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the year ended March 31, 2024, 2023 and 2022 (dollars in thousands): March 31, 2024 March 31, 2023 March 31, 2022 Product revenue $ — $ 2,818 $ 1,169 Cost of product revenue — 2,771 1,073

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	12 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Amortizable Intangible Assets	Amortizable intangible assets are amortized over their estimated economic useful life to reflect the pattern of economic benefits consumed based upon the following lives and methods: Patents 10 - 17 years Straight-line Licenses 7 - 13 years Straight-line Customer relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Vendor relationships 5 - 8 years Accelerated based upon the pattern of economic benefits Developed technology 8 years Accelerated based upon the pattern of economic benefits Tradename 5 - 10 years Straight-line
Summary of Components and Changes in Other Intangible Assets	The components of, and changes in, the carrying amount of other intangible assets were as follows (dollars in thousands): March 31, 2024 March 31, 2023 Gross Accumulated Net Weighted Average Useful Life Gross Accumulated Net Amortized Intangible Assets Patents $ 2,521 $ ( 2,029 ) $ 492 8.2 $ 2,521 $ ( 1,930 ) $ 591 Licenses 58 ( 58 ) — — 58 ( 58 ) — Trade name and trademarks 300 ( 90 ) 210 3.5 464 ( 73 ) 391 Customer relationships 5,000 ( 4,296 ) 704 1.5 5,509 ( 3,914 ) 1,595 Vendor relationships 2,600 ( 554 ) 2,046 5.5 2,600 ( 183 ) 2,417 Developed technology 900 ( 900 ) — — 900 ( 900 ) — Total Amortized Intangible Assets $ 11,379 $ ( 7,927 ) $ 3,452 4.9 $ 12,052 $ ( 7,058 ) $ 4,994 Indefinite-lived Intangible Assets Trade name and trademarks $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Indefinite-lived Intangible Assets $ 1,010 $ — $ 1,010 $ 1,010 $ — $ 1,010 Total Other Intangible Assets $ 12,389 $ ( 7,927 ) $ 4,462 $ 13,062 $ ( 7,058 ) $ 6,004
Summary of Estimated Amortization Expense	The estimated amortization expense for each of the next five years is shown below (dollars in thousands): Fiscal 2025 $ 989 Fiscal 2026 751 Fiscal 2027 501 Fiscal 2028 455 Fiscal 2029 407 Thereafter 349 $ 3,452 Amortizat ion expense is set forth in the following table (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Amortization included in cost of sales: Patents $ 99 $ 107 $ 183 Total $ 99 $ 107 $ 183 Amortization included in operating expenses: Customer relationships $ 525 $ 296 $ 27 Vendor relationships 371 183 — Developed technology — — 11 Tradename 90 67 6 Total 986 546 44 Total amortization of intangible assets $ 1,085 $ 653 $ 227

ACCRUED EXPENSES AND OTHER (Tab

ACCRUED EXPENSES AND OTHER (Tables)	12 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
Schedule of Accrued Expenses and Other	As of March 31, 2024 and March 31, 2023, Accrued expenses and other included the following (dollars in thousands): March 31, 2024 March 31, 2023 Accrued acquisition earn-out $ 875 $ 3,000 Other accruals 1,854 2,598 Compensation and benefits 2,255 1,412 Credits due to customers 1,167 1,310 Accrued project costs 2,366 1,218 Warranty 552 497 Sales tax 219 274 Legal and professional fees 46 172 Sales returns reserve 106 71 Total $ 9,440 $ 10,552
Changes in Warranty Accrual	Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands): March 31, 2024 2023 2022 Beginning of year $ 646 $ 860 $ 1,009 Accruals 473 382 434 Warranty claims (net of vendor reimbursements) ( 394 ) ( 596 ) ( 583 ) Ending balance $ 725 $ 646 $ 860

NET (LOSS) INCOME PER COMMON _2

NET (LOSS) INCOME PER COMMON SHARE (Tables)	12 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Summary of the Effect of Net (Loss) Income Per Common Share	Net (loss) income per common share is calculated based upon the following shares: Fiscal Year Ended March 31, 2024 2023 2022 Numerator: Net (loss) income (dollars in thousands) $ ( 11,671 ) $ ( 34,341 ) $ 6,091 Denominator: Weighted-average common shares outstanding 32,486,240 31,703,712 31,018,356 Weighted-average effect of assumed conversion of stock options and restricted stock — — 276,217 Weighted-average common shares and share equivalents outstanding 32,486,240 31,703,712 31,294,573 Net (loss) income per common share: Basic $ ( 0.36 ) $ ( 1.08 ) $ 0.20 Diluted $ ( 0.36 ) $ ( 1.08 ) $ 0.19
Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net (Loss) Income per Common Share	The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net (loss) income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period: March 31, 2024 2023 2022 Common stock options — — — Restricted shares 1,485,485 883,899 17,803 Total 1,485,485 883,899 17,803

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	12 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Summary of Long-Term Debt	Long-term debt as of March 31, 2024 and 2023 consisted of the following (dollars in thousands): March 31, 2024 2023 Revolving credit facility $ 10,000 $ 10,000 Equipment debt obligations 3 20 Total long-term debt 10,003 10,020 Less current maturities ( 3 ) ( 17 ) Long-term debt, less current maturities $ 10,000 $ 10,003
Schedule of Maturities of Long-Term Debt	Aggregate Maturities As of March 31, 2024, aggregate maturities of long-term debt were as follows (dollars in thousands): Fiscal 2025 $ 3 Fiscal 2026 10,000 Fiscal 2027 - $ 10,003

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	The total provision (benefit) for income taxes consists of the following for the fiscal years ended (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Current $ 46 $ 97 $ 179 Deferred ( 5 ) 17,881 1,980 Total $ 41 $ 17,978 $ 2,159 2024 2023 2022 Federal, Current $ — $ — $ — Federal, Deferred ( 1 ) 14,557 1,658 Total Federal $ ( 1 ) 14,557 1,658 State, Current 46 97 179 State, Deferred ( 4 ) 3,324 322 Total State $ 42 3,421 501 Total $ 41 $ 17,978 $ 2,159
Reconciliation of the Statutory Federal Income Tax Rate and the Effective Income Tax Rate	A reconciliation of the statutory federal income tax rate and effective income tax rate is as follows: Fiscal Year Ended March 31, 2024 2023 2022 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net 3.2 % 4.0 % 5.2 % State tax credits, net ( 0.2 )% ( 1.9 )% — % Federal tax credit ( 0.4 )% — % — % Change in valuation reserve ( 22.7 )% ( 131.3 )% ( 0.4 )% Permanent items ( 0.8 )% ( 1.0 )% ( 1.9 )% Change in tax contingency reserve ( 0.1 )% ( 0.1 )% 0.1 % Equity compensation cancellations ( 0.2 )% ( 0.1 )% 0.1 % State return to provision 0.1 % ( 0.9 )% 2.3 % Other, net ( 0.3 )% 0.4 % ( 0.2 )% Effective income tax rate ( 0.4 )% ( 109.9 )% 26.2 %
Schedule of Deferred Tax Assets	The net de ferred tax assets reported in the accompanying consolidated financial statements include the following components (dollars in thousands): March 31, 2024 2023 Deferred tax assets: Inventory, accruals and reserves 737 680 Interest deduction carry-forward 248 71 Federal and state operating loss carry-forwards 20,515 18,849 Tax credit carry-forwards 1,459 1,537 Equity compensation 200 188 Deferred revenue 21 25 Lease liability 527 669 Intangible assets 1,296 984 Other 1,164 798 Total deferred tax assets 26,167 23,801 Valuation allowance ( 25,367 ) ( 22,731 ) Deferred tax assets, net of valuation allowance 800 1,070 Deferred tax liabilities: Lease ROU asset ( 442 ) ( 549 ) Fixed assets ( 430 ) ( 598 ) Total deferred tax liabilities ( 872 ) ( 1,147 ) Total net deferred tax (liabilities) assets $ ( 72 ) $ ( 77 )
Unrecognized Tax Benefit Activity	Orion had the following unrecognized tax benefit activity (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Unrecognized tax benefits as of beginning of fiscal year $ 225 $ 215 $ 285 Additions based on tax positions related to the current period positions 1 1 39 Additions/(reductions) for tax positions of prior years 11 9 ( 109 ) Unrecognized tax benefits as of end of fiscal year $ 237 $ 225 $ 215

STOCK OPTIONS AND RESTRICTED _2

STOCK OPTIONS AND RESTRICTED SHARES (Tables)	12 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Stock-based Compensation	The following amounts of stock-based compensation expense for restricted shares were recorded (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Cost of product revenue $ 5 $ 4 $ 5 General and administrative 923 1,596 793 Sales and marketing 17 8 12 Research and development 5 4 3 $ 950 $ 1,612 $ 813
Summary of Outstanding Stock Options	The following table summarizes information with respect to outstanding stock options: Number of Weighted Outstanding at March 31, 2023 73,136 $ 2.41 Granted — $ — Exercised — $ — Forfeited ( 73,136 ) $ 2.41 Outstanding at March 31, 2024 — $ — Exercisable at March 31, 2024 — $ —
Summary of performance-vesting restricted stock and time vesting-restricted stock	The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity: Time-Based Performance-Based Shares Weighted Shares Weighted Balance at March 31, 2023 612,819 $ 2.82 130,635 $ 2.15 Shares issued 677,090 $ 1.42 577,742 $ 1.55 Shares vested ( 260,555 ) $ 3.19 — — Shares forfeited ( 15,250 ) $ 2.01 — — Shares outstanding at March 31, 2024 1,014,104 $ 1.87 708,377 $ 1.66 Per share price on grant date $ 0.95 - 1.55 $ 1.55 - 2.18
Summary of Unrecognized Compensation Cost Related to Non-vested Awards	Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2024 is expected to be recognized as follows (dollars in thousands): Fiscal 2025 $ 696 Fiscal 2026 384 Fiscal 2027 137 Thereafter — Total $ 1,217 Remaining weighted average expected term 2.1 years

SEGMENT DATA (Tables)

SEGMENT DATA (Tables)	12 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Information	Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results. Revenues Operating Income (Loss) For the year ended March 31, For the year ended March 31, (dollars in thousands) 2024 2023 2022 2024 2023 2022 Segments: Lighting Segment $ 61,102 $ 56,553 $ 118,557 $ ( 1,352 ) $ ( 5,150 ) $ 21,647 Maintenance Segment 17,147 14,555 5,826 ( 5,523 ) ( 2,221 ) 337 EV Segment 12,332 6,275 - ( 1,563 ) ( 4,158 ) - Corporate and Other - - - ( 2,386 ) ( 4,456 ) ( 13,593 ) $ 90,581 $ 77,383 $ 124,383 $ ( 10,824 ) $ ( 15,985 ) $ 8,391 Depreciation and Amortization Capital Expenditures For the year ended March 31, For the year ended March 31, (dollars in thousands) 2024 2023 2022 2024 2023 2022 Segments: Lighting Segment $ 747 $ 1,094 $ 1,255 $ 92 $ 71 $ 302 Maintenance Segment 453 317 132 535 194 43 EV Segment 979 465 - 56 5 - Corporate and Other 411 219 229 154 316 153 $ 2,590 $ 2,095 $ 1,616 $ 837 $ 586 $ 498 Total Assets (dollars in thousands) March 31, 2024 March 31, 2023 Segments: Lighting Segment $ 25,911 $ 28,641 Maintenance Segment 8,827 6,739 EV Segment 15,291 11,502 Corporate and Other 13,140 24,697 $ 63,169 $ 71,579

RESTRUCTURING EXPENSE (Tables)

RESTRUCTURING EXPENSE (Tables)	12 Months Ended
	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Costs	Orion's restructuring expense for the 12 months ended March 31 2024, 2023 and 2022 is reflected within its consolidated statement of operations as follows (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Cost of product revenue $ 26 $ - $ - Cost of service revenue 48 General and administrative 28 - - Sales and marketing 21 - - $ 123 $ - $ -
Schedule Of Restructuring Expense By Segment	Total restructuring expense by segment was recorded as follows (dollars in thousands): Fiscal Year Ended March 31, 2024 2023 2022 Segments: Lighting $ 52 $ - $ - Maintenance 48 - - EV - - - Corporate and Other 23 - - $ 123 $ - $ -

ACQUISITION (Tables)

ACQUISITION (Tables)	12 Months Ended
	Mar. 31, 2024
Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed	The foll owing table summarizes the purchase price allocation for Stay-Lite: (in thousands) Opening Balance Sheet Cash $ 95 Accounts receivable 2,690 Revenue earned but not billed 342 Inventory 504 Prepaid expenses and other current assets 41 Property and equipment 725 Goodwill 564 Other intangible assets 673 Other long-term assets 537 Accounts payable ( 965 ) Accrued expenses and other ( 492 ) Other long-term liabilities ( 411 ) Net purchase consideration $ 4,303
Schedule of Intangible Assets Acquired at Date of Acquisition	The following table presents the details of the intangible assets acquired at the date of Stay-Lite Acquisition (dollars in thousands): Estimated Estimated Useful Life (Years) Tradename $ 164 5 Customer relationships 509 8 The value of the acquired definite-lived intangible assets from Stay-Lite were deemed fully impaired in fiscal 2024, and as such no future amortization expense will be recorded.
Voltrek LLC
Business Acquisition [Line Items]
Schedule of Preliminary Allocation of Purchase Consideration to Fair Value of Assets Acquired and Liabilities Assumed	The follow ing 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

QUARTERLY FINANCIAL DATA (UNA_2

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)	12 Months Ended
	Mar. 31, 2024
Quarterly Financial Data [Abstract]
Schedule of Quarterly Financial Information	Summary quarterly results for the years ended March 31, 2024 and March 31, 2023 are as follows: Three Months Ended Jun 30, 2023 Sep 30, 2023 Dec 31, 2023 March 31, 2024 Total (in thousands, except per share amounts) Total revenue $ 17,613 $ 20,586 $ 25,971 $ 26,411 $ 90,581 Gross profit $ 3,171 $ 4,569 $ 6,367 $ 6,804 $ 20,911 Net (loss) income (2) $ ( 6,637 ) $ ( 4,388 ) $ ( 2,256 ) $ 1,610 $ ( 11,671 ) Basic net (loss) income per share (2) $ ( 0.21 ) $ ( 0.14 ) $ ( 0.07 ) $ 0.05 $ ( 0.36 ) Shares used in basic per share calculation 32,346 32,503 32,531 32,486 32,486 Diluted net (loss) income per share (2) $ ( 0.21 ) $ ( 0.14 ) $ ( 0.07 ) $ 0.05 $ ( 0.36 ) Shares used in diluted per share calculation 32,346 32,503 32,531 33,965 32,486 Three Months Ended Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 Mar 31, 2023 Total (in thousands, except per share amounts) Total revenue $ 17,906 $ 17,560 $ 20,288 $ 21,629 $ 77,383 Gross profit $ 3,554 $ 4,435 $ 4,781 $ 4,741 $ 17,511 Net loss (1) $ ( 2,835 ) $ ( 2,331 ) $ ( 24,059 ) $ ( 5,116 ) $ ( 34,341 ) Basic net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in basic per share calculation 31,138 31,031 32,048 32,294 31,704 Diluted net loss per share (1) $ ( 0.09 ) $ ( 0.07 ) $ ( 0.75 ) $ ( 0.16 ) $ ( 1.08 ) Shares used in diluted per share calculation 31,138 31,031 32,048 32,294 31,704 (1) Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022. (2) Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2024 USD ($) Customers Financial_instituion Supplier Customer	Mar. 31, 2023 USD ($) Customers Customer Supplier	Mar. 31, 2022 USD ($) Customer Supplier	Apr. 05, 2024 $ / shares	Dec. 21, 2023 $ / shares
Concentration of Credit Risk and Other Risks and Uncertainties
Equity method investment at cost		$ 0.5
Impairment of equity method investment	$ 0
Share closing bid price | $ / shares					$ 1
Listing Qualification Condition	The Notification Letter does not impact the Company’s current listing on The Nasdaq Capital Market at this time, and shares of the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “OESX”. The Notification Letter states that the Company has 180 calendar days, or until October 2, 2024, to regain compliance with the Bid Price Rule. To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by October 2, 2024, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the Bid Price Rule) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period, including the implementation of a reverse stock split, if necessary
Number of financial institutions | Financial_instituion	1
Number of supplier more than ten percent of cost of revenue | Supplier	0	0	0
Number of customer more than ten percent of revenue | Customer	1	1	1
Subsequent Event [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Share closing bid price | $ / shares				$ 1
Consecutive Business Days Deficiency To Meet The Minimum Bid Price				30 days
Minimum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Inventory consideration usage	9 months
Maximum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Inventory consideration usage	12 months
Cost of revenue | Supplier Concentration Risk | Minimum [Member]
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	10%	10%	10%
Revenue | Customer Concentration Risk | Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	25.20%	16.20%	49.10%
Accounts Receivable | Credit Concentration Risk
Concentration of Credit Risk and Other Risks and Uncertainties
Number of customer more than ten percent of accounts receivable | Customers	2	1
Accounts Receivable | Credit Concentration Risk | Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	17.30%	10.80%
Accounts Receivable | Credit Concentration Risk | Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	11.70%
Deferred Bonus
Concentration of Credit Risk and Other Risks and Uncertainties
Discretionary bonus payments, accrued expenses	$ 0.2	$ 0	$ 0.1

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Disaggregation Of Revenue [Line Items]
Revenues	$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 90,581	$ 77,383	$ 124,383
Percentage of contract for sale equal monthly progress payments									90%
Long-term accounts receivable	$ 0				$ 0				$ 0	0
Proceeds from sale of revenue earned but not billed									0	6,300	2,800
Gain (loss) on sale of revenue earned but not billed									0	$ 100	13
Revenue, Practical Expedient, Financing Component [true false]										true
Revenue Recognized									500	$ 0	$ 0
Contract liabilities									300
Bill and Hold Revenue Had Not Shipped [Member]
Disaggregation Of Revenue [Line Items]
Revenues									$ 800

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands		3 Months Ended								12 Months Ended
		Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										$ 90,519	$ 74,418	$ 122,936
Revenue accounted for under other guidance	[1]									62	2,965	1,447
Total revenue		$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	90,581	77,383	124,383
Revenues		$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	90,581	77,383	124,383
Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										63,245	54,245	90,442
Revenue accounted for under other guidance	[1]									62	2,965	1,447
Total revenue										63,307	57,210	91,889
Revenues										63,307	57,210	91,889
Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										27,274	20,173	32,494
Revenue accounted for under other guidance	[1]									0	0	0
Total revenue										27,274	20,173	32,494
Revenues										27,274	20,173	32,494
Lighting product and installation
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										61,012	53,588	117,069
Lighting product and installation | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										50,229	46,500	89,827
Lighting product and installation | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										10,783	7,088	27,242
Maintenance services
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										17,147	14,555	5,825
Maintenance services | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										4,687	3,266	573
Maintenance services | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										12,460	11,289	5,252
Electric Vehicles
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										12,332	6,275	0
Electric Vehicles | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										8,301	4,479	0
Electric Vehicles | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										4,031	1,796	0
Solar energy related revenues
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										28	0	42
Solar energy related revenues | Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										28	0	42
Solar energy related revenues | Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers										$ 0	$ 0	$ 0
[1] Revenue accounted for under other guidance is recognized as Product revenue in the consolidated statements of operations and includes $ 0 , $ 2.8 million, and $ 1.2 million derived from sales-type leases for light figures for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; $ 0.1 million, $ 0.1 million, and $ 0.2 million derived from the sale of tax credits generated from Orion’s legacy operation for distributing solar energy for the fiscal years ended March 31, 2024, 2023, and 2022, respectively; and $ 0.1 million derived from the amortization of federal grants received in 2010 and 2011 as reimbursement for a portion of the costs to construct the legacy solar facilities for the fiscal years ended March 31, 2024, 2023, and 2022.

REVENUE - Product Revenue (Pare

REVENUE - Product Revenue (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 90,581	$ 77,383	$ 124,383
Light fixture sales-type lease | Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues									0	2,800	1,200
Sale of tax credits | Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues									100	100	200
Legacy solar facilities | Orion Reportable Segments
Disaggregation of Revenue [Line Items]
Revenues									$ 100	$ 100	$ 100

REVENUE - Summary of Contract A

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net		$ 14,022	$ 13,728
Revenue earned but not billed		4,539	1,320
Deferred revenue	[1]	$ 124	$ 480
[1] Includes the unamortized portion of the funds received from the federal government in 2010 and 2011 as reimbursement for the costs to build the two facilities related to the PPAs. As the transaction is not considered a contract with a customer, this value is not a contract liability as defined by ASC 606.

ACCOUNTS RECEIVABLE (Accounts R

ACCOUNTS RECEIVABLE (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Accounts receivable, gross	$ 14,094	$ 13,814
Allowance for credit losses	(72)	(86)
Accounts receivable, net	$ 14,022	$ 13,728

ACCOUNTS RECEIVABLE - Summary o

ACCOUNTS RECEIVABLE - Summary of Orion' s allowance for credit losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Receivables [Abstract]
Beginning of period	$ (86)	$ (8)	$ (11)
Reserve adjustment	0	(16)	0
Credit loss/bad debt expense	(170)	(65)	(10)
Write-off	184	3	13
End of period	$ (72)	$ (86)	$ (8)

INVENTORIES (Narrative) (Detail

INVENTORIES (Narrative) (Details)	12 Months Ended
	Mar. 31, 2024
Minimum [Member]
Inventory [Line Items]
Inventory consideration usage	9 months
Maximum [Member]
Inventory [Line Items]
Inventory consideration usage	12 months

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Net
Raw materials and components	$ 7,219	$ 8,894
Work in process	267	558
Finished goods	10,760	8,753
Total	$ 18,246	$ 18,205

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expense	$ 1,300	$ 1,000
Other prepaid expense current	$ 1,600	$ 32

PROPERTY AND EQUIPMENT (Summary

PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Property and equipment
Gross property and equipment	$ 35,516	$ 35,234
Less: accumulated depreciation and amortization	(25,923)	(24,764)
Net property and equipment	9,593	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	7,941	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	11,142	11,234
Vehicles
Property and equipment
Gross property and equipment	959	720
Construction in progress
Property and equipment
Gross property and equipment	$ 0	$ 37

PROPERTY AND EQUIPMENT (Narrati

PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,410	$ 1,369	$ 1,327
Interest capitalized for construction in progress	$ 0	$ 0

PROPERTY AND EQUIPMENT (Useful

PROPERTY AND EQUIPMENT (Useful Lives) (Details)	12 Months Ended
	Mar. 31, 2024
Property and equipment
Property Plant And Equipment Estimated Useful Lives	Shorter of asset life or life of lease
Land improvements | Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Land improvements | Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	15 years
Buildings and building improvements | Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Buildings and building improvements | Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	39 years
Furniture, fixtures and office equipment | Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	2 years
Furniture, fixtures and office equipment | Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Equipment leased to customers under Power Purchase Agreements
Property and equipment
Property, plant and equipment, useful life	20 years
Plant equipment | Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	3 years
Plant equipment | Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	10 years
Vehicles | Minimum [Member]
Property and equipment
Property, plant and equipment, useful life	5 years
Vehicles | Maximum [Member]
Property and equipment
Property, plant and equipment, useful life	7 years

LEASES (Narrative) (Details)

LEASES (Narrative) (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 31, 2020	Feb. 28, 2014	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Lessee Lease Description [Line Items]
Lessee, operating lease, existence of option to terminate			true
Term of other leases			5 years
Operating lease, weighted average discount rate			5.30%	5.40%
Operating lease, weighted average remaining lease term			2 years 1 month 6 days	2 years 1 month 6 days
Operating lease costs			$ 1,900
Annual lease payment			$ 0	$ 0	$ 0
Lessor, Operating Lease, Existence of Option to Extend [true false]			true	true
Manitowoc, WI
Lessee Lease Description [Line Items]
Sale Leaseback Transaction, Lease Term	10 years
Lessee, sale leaseback, option to terminate, minimum period	6 years
Jacksonville Florida
Lessee Lease Description [Line Items]
Termination of lease		Jun. 30, 2026
Pewaukee Wisconsin
Lessee Lease Description [Line Items]
Termination of lease			Dec. 31, 2026
Lawrence, Massachusetts
Lessee Lease Description [Line Items]
Termination of lease			Oct. 31, 2026

LEASES (Summary of Assets Lease

LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease assets	$ 1,770	$ 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	$ 990	$ 823
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other	Accrued expenses and other
Operating lease liabilities non-current	$ 1,121	$ 1,826
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities
Total lease liabilities	$ 2,111	$ 2,649

LEASES (Summary of Estimated Ma

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Fiscal 2025	$ 1,083
Fiscal 2026	984
Fiscal 2027	177
Fiscal 2028	0
Thereafter	0
Total lease payments	2,244
Less: Interest	(133)
Present value of lease liabilities	$ 2,111	$ 2,649

LEASES (Schedule of Revenue and

LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Product revenue	$ 0	$ 2,818	$ 1,169
Cost of product revenue	$ 0	$ 2,771	$ 1,073

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 0
Goodwill	1,484	$ 1,484
Voltrek LLC
Finite-Lived Intangible Assets [Line Items]
Goodwill	900
Stay Lite Lighting Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 600
Non-cash intangible impairment losses	$ 500

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS (Useful Lives) (Details)	12 Months Ended
	Mar. 31, 2024
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Patents [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Patents [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	17 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Licenses [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Licenses [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Customer relationships | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Customer relationships | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Vendor relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Vendor relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	8 years
Intangible assets, useful life description	Accelerated based upon the pattern of economic benefits consumed
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life description	Straight-line
Trade name | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Trade name | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 11,379	$ 12,052
Accumulated Amortization	(7,927)	(7,058)
Amortized Intangible Assets, Net	$ 3,452	4,994
Amortized Intangible Assets, Weighted Average Useful Life	4 years 10 months 24 days
Indefinite-lived Intangible Assets	$ 1,010	1,010
Other Intangible Assets, Gross Carrying Amount	12,389	13,062
Other Intangible Assets, Net	4,462	6,004
Trade name and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	1,010	1,010
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	2,521	2,521
Accumulated Amortization	(2,029)	(1,930)
Amortized Intangible Assets, Net	$ 492	591
Amortized Intangible Assets, Weighted Average Useful Life	8 years 2 months 12 days
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 58	58
Accumulated Amortization	(58)	(58)
Amortized Intangible Assets, Net	$ 0	0
Amortized Intangible Assets, Weighted Average Useful Life	0 years
Trade name and trademarks
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 300	464
Accumulated Amortization	(90)	(73)
Amortized Intangible Assets, Net	$ 210	391
Amortized Intangible Assets, Weighted Average Useful Life	3 years 6 months
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 5,000	5,509
Accumulated Amortization	(4,296)	(3,914)
Amortized Intangible Assets, Net	$ 704	1,595
Amortized Intangible Assets, Weighted Average Useful Life	1 year 6 months
Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 2,600	2,600
Accumulated Amortization	(554)	(183)
Amortized Intangible Assets, Net	$ 2,046	2,417
Amortized Intangible Assets, Weighted Average Useful Life	5 years 6 months
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized Intangible Assets, Gross Carrying Amount	$ 900	900
Accumulated Amortization	$ (900)	(900)
Amortized Intangible Assets, Net		$ 0
Amortized Intangible Assets, Weighted Average Useful Life	0 years

GOODWILL AND OTHER INTANGIBLE_6

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Estimated Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2025	$ 989
Fiscal 2026	751
Fiscal 2027	501
Fiscal 2028	455
Fiscal 2029	407
Thereafter	349
Amortized Intangible Assets, Net	$ 3,452	$ 4,994

GOODWILL AND OTHER INTANGIBLE_7

GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	$ 1,085	$ 653	$ 227
Cost of product revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	99	107	183
Cost of product revenue | Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	99	107	183
Operating Expenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	986	546	44
Operating Expenses [Member] | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	525	296	27
Operating Expenses [Member] | Vendor relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	371	183	0
Operating Expenses [Member] | Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	0	0	11
Operating Expenses [Member] | Tradename [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of intangible assets	$ 90	$ 67	$ 6

ACCRUED EXPENSES AND OTHER (Acc

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued acquisition earnout	$ 875	$ 3,000
Other accruals	1,854	2,598
Compensation and benefits	2,255	1,412
Credits due to customers	1,167	1,310
Accrued project costs	2,366	1,218
Warranty	552	497
Sales tax	219	274
Legal and professional fees	46	172
Sales returns reserve	106	71
Total	$ 9,440	$ 10,552

ACCRUED EXPENSES AND OTHER (Nar

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	12 Months Ended
	Mar. 31, 2024
Minimum [Member]
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	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Movement in Standard Product Warranty Accrual
Beginning of year	$ 646	$ 860	$ 1,009
Accruals	473	382	434
Warranty claims (net of vendor reimbursements)	(394)	(596)	(583)
End of year	$ 725	$ 646	$ 860

NET (LOSS) INCOME PER COMMON _3

NET (LOSS) INCOME PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended																12 Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		Jun. 30, 2023		Mar. 31, 2023		Dec. 31, 2022		Sep. 30, 2022		Jun. 30, 2022		Mar. 31, 2024		Mar. 31, 2023		Mar. 31, 2022
Numerator:
Net (loss) income (dollars in thousands)	$ 1,610	[1]	$ (2,256)	[1]	$ (4,388)	[1]	$ (6,637)	[1]	$ (5,116)	[2]	$ (24,059)	[2]	$ (2,331)	[2]	$ (2,835)	[2]	$ (11,671)	[1]	$ (34,341)	[2]	$ 6,091
Denominator:
Weighted-average common shares outstanding	32,486,000		32,531,000		32,503,000		32,346,000		32,294,000		32,048,000		31,031,000		31,138,000		32,486,240		31,703,712		31,018,356
Weighted-average effect of assumed conversion of stock options and restricted stock																	0		0		276,217
Weighted-average common shares and share equivalents outstanding	33,965,000		32,531,000		32,503,000		32,346,000		32,294,000		32,048,000		31,031,000		31,138,000		32,486,240		31,703,712		31,294,573
Net (loss) income per common share: Basic
Basic net (loss) income per share attributable to common shareholders	$ 0.05	[1]	$ (0.07)	[1]	$ (0.14)	[1]	$ (0.21)	[1]	$ (0.16)	[2]	$ (0.75)	[2]	$ (0.07)	[2]	$ (0.09)	[2]	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.2
Net (loss) income per common share: Diluted
Diluted net (loss) income per share	$ 0.05	[1]	$ (0.07)	[1]	$ (0.14)	[1]	$ (0.21)	[1]	$ (0.16)	[2]	$ (0.75)	[2]	$ (0.07)	[2]	$ (0.09)	[2]	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.19
[1] Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024. Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

NET (LOSS) INCOME PER COMMON _4

NET (LOSS) INCOME PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net (Loss) Income Per Common Share ) (Details) - shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,485,485	883,899	17,803
Employee Stock Option
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	0	0	0
Restricted shares
Number of potentially dilutive securities
Potentially dilutive securities outstanding (in shares)	1,485,485	883,899	17,803

LONG-TERM DEBT (Summary of Long

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Long-term debt
Total long-term debt	$ 10,003	$ 10,020
Less current maturities	(3)	(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	$ 3	$ 20

LONG-TERM DEBT (Narrative) (Det

LONG-TERM DEBT (Narrative) (Details) $ in Thousands		12 Months Ended
	Dec. 29, 2020 USD ($)	Mar. 31, 2024 USD ($)	Feb. 28, 2019 USD ($)
Credit Agreement | Bank Of America N A | Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount		$ 20,100
Credit Agreement | Bank Of America N A | Line of credit | Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount		$ 25,000
Credit agreement period		5 years
Credit agreement, maturity date		Dec. 29, 2025
Credit facility, available amount		$ 10,100
Credit agreement, amounts borrowed		$ 10,000
Credit agreement, springing minimum fixed cost coverage ratio	1
Credit agreement, springing minimum fixed cost coverage ratio covenant amount of excess availability under credit facility	$ 3,000
Credit agreement, springing minimum fixed cost coverage ratio covenant percentage of committed facility	15%
Debt Instrument 1 | Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt			$ 44
Stated interest rate, percentage			6.43%
Debt maturity month and year		2024-01
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

LONG-TERM DEBT (Aggregate Matur

LONG-TERM DEBT (Aggregate Maturities) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Debt Disclosure [Abstract]
Fiscal 2025	$ 3
Fiscal 2026	10,000
Fiscal 2027	0
Total long-term debt	$ 10,003	$ 10,020

INCOME TAXES (Schedule of Compo

INCOME TAXES (Schedule of Components of Income Tax Expense or Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Current		$ 46	$ 97	$ 179
Deferred	$ 17,800	(5)	17,881	1,980
Total provision (benefit) for income taxes		41	17,978	2,159
Federal, Current		0	0	0
Federal, Deferred		(1)	14,557	1,658
Total Federal		(1)	14,557	1,658
State, Current		46	97	179
State, Deferred		(4)	3,324	322
Total State		$ 42	$ 3,421	$ 501

INCOME TAXES (Reconciliation of

INCOME TAXES (Reconciliation of Tax Rates) (Details)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21%	21%	21%
State taxes, net	3.20%	4%	5.20%
State tax credits, net	(0.20%)	(1.90%)	0%
Federal tax credit	(0.40%)	0%	0%
Change in valuation reserve	(22.70%)	(131.30%)	(0.40%)
Permanent items	(0.80%)	(1.00%)	(1.90%)
Change in tax contingency reserve	(0.10%)	(0.10%)	0.10%
Equity compensation cancellations	(0.20%)	(0.10%)	0.10%
State return to provision	0.10%	(0.90%)	2.30%
Other, net	(0.30%)	0.40%	(0.20%)
Effective income tax rate	(0.40%)	(109.90%)	26.20%

INCOME TAXES (Schedule of Defer

INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Deferred tax assets:
Inventory, accruals and reserves	$ 737	$ 680
Interest deduction carry-forward	248	71
Federal and state operating loss carry-forwards	20,515	18,849
Tax credit carry-forwards	1,459	1,537
Equity compensation	200	188
Deferred revenue	21	25
Lease liability	527	669
Intangible assets	1,296	984
Other	1,164	798
Total deferred tax assets	26,167	23,801
Valuation allowance	(25,367)	(22,731)
Deferred tax assets, net of valuation allowance	800	1,070
Deferred tax liabilities:
Lease ROU asset	(442)	(549)
Fixed assets	(430)	(598)
Total deferred tax liabilities	(872)	(1,147)
Total net deferred tax (liabilities) assets	$ (72)	$ (77)

INCOME TAXES (Narrative) (Detai

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 25,367	$ 22,731
Increase (decrease) in valuation allowance	2,700	21,500
Unrecognized tax benefits	237	225	$ 215	$ 285
Unrecognized tax benefits that would impact effective tax rate		200
Unrecognized tax benefits, accrued interest and penalties	$ 100	$ 100
Minimum
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	3 years
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Examination period for state income tax returns	5 years
Tax Year 2024 to 2044 [Member]
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 123,500
Tax Not Subject To Time Restriction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 25,800
NOL carryforwards, percentage of adjusted taxable income to offset	80%
Domestic Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 78,200
Tax credit carryforwards	1,300
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	70,300
Tax credit carryforwards	300
Foreign Country
Operating Loss Carryforwards [Line Items]
NOL Carryforwards	$ 800

INCOME TAXES (Unrecognized Tax

INCOME TAXES (Unrecognized Tax Benefit Activity) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits as of beginning of fiscal year	$ 225	$ 215	$ 285
Additions based on tax positions related to the current period positions	1	1	39
Additions/(reductions) for tax positions of prior years	(11)	(9)	(109)
Unrecognized tax benefits as of end of fiscal year	$ 237	$ 225	$ 215

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Long-term Purchase Commitment [Line Items]
Discretionary company contributions to retirement savings plan	$ 0.2	$ 0.2	$ 0.1
Inventories
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 5.4

SHAREHOLDERS' EQUITY (Narrative

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Aug. 31, 2010
Equity Class Of Treasury Stock [Line Items]
Employee stock purchase plan, shares authorized					2,500,000
Maximum amount limit for ESPP per employee					$ 20,000
Purchase price to market price matching percentage					100%
Issuance of common stock in connection with acquisition	$ 0	$ 800,000	$ 0
At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Sale of share	0
Maximum [Member]
Equity Class Of Treasury Stock [Line Items]
Proceeds from issuance of debt or sale of equity securities		$ 100,000,000
Maximum [Member] | At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Issuance of common stock in connection with acquisition				$ 50,000,000

STOCK OPTIONS AND RESTRICTED _3

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Dec. 21, 2023	Aug. 07, 2019	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 950	$ 1,612	$ 813
Total fair value of shares vested	800	$ 1,000	$ 1,400
Share Price				$ 1
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,000
Weighted average grant-date fair value (usd per share)	$ 1.42	$ 2.16	$ 5.55
Performance Vesting Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 300	$ 0
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved shares for issuance to eligible participants (in shares)					6,000,000	3,500,000
Increase in number of common stock shares available for issuance					2,500,000
Number of shares available for grant	1,788,994

STOCK OPTIONS AND RESTRICTED _4

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation
Total	$ 950	$ 1,612	$ 813
Cost of product revenue
Stock-based compensation
Total	5	4	5
General and administrative
Stock-based compensation
Total	923	1,596	793
Sales and marketing
Stock-based compensation
Total	17	8	12
Research and development
Stock-based compensation
Total	$ 5	$ 4	$ 3

STOCK OPTIONS AND RESTRICTED _5

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Outstanding Stock Options) (Details)	12 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Beginning Balance (shares) | shares	73,136
Granted (shares) | shares	0
Exercised (shares) | shares	0
Forfeited (shares) | shares	(73,136)
Ending Balance (shares) | shares	0
Number of Shares, Exercisable (shares) | shares	0
Weighted Average Exercise Price
Beginning Balance (in dollars per share) | $ / shares	$ 2.41
Granted Stock Options (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	2.41
Ending Balance (in dollars per share) | $ / shares	0
Exercisable at March 31, 2024 | $ / shares	$ 0

STOCK OPTIONS AND RESTRICTED _6

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Exercise Price Range) (Details) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding and Vested (shares)	0	73,136
Weighted Average Exercise Price (usd per share)	$ 0	$ 2.41

STOCK OPTIONS AND RESTRICTED _7

STOCK OPTIONS AND RESTRICTED SHARES (Schedule of Performance-Vesting Restricted Stock and Time Vesting-Restricted Stock) (Details)	12 Months Ended
	Mar. 31, 2024 $ / shares shares
Time Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding, beginning of the period (shares) | shares	612,819
Shares issued (shares) | shares	677,090
Shares vested (shares) | shares	(260,555)
Shares forfeited (shares) | shares	(15,250)
Shares outstanding, end of the period (shares) | shares	1,014,104
Balance at March 31, 2023	$ 2.82
Weighted Average Fair Value Price Shares issued	1.42
Weighted Average Fair Value Price Shares vested	3.19
Weighted Average Fair Value Price Shares forfeited	2.01
Shares outstanding at March 31, 2024	1.87
Time Based Restricted Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	0.95
Time Based Restricted Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	$ 1.55
Performance Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding, beginning of the period (shares) | shares	130,635
Shares issued (shares) | shares	577,742
Shares vested (shares) | shares	0
Shares forfeited (shares) | shares	0
Shares outstanding, end of the period (shares) | shares	708,377
Balance at March 31, 2023	$ 2.15
Weighted Average Fair Value Price Shares issued	1.55
Weighted Average Fair Value Price Shares vested	0
Weighted Average Fair Value Price Shares forfeited	0
Shares outstanding at March 31, 2024	1.66
Performance Based Restricted Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	1.55
Performance Based Restricted Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share price on grant date	$ 2.18

STOCK OPTIONS AND RESTRICTED _8

STOCK OPTIONS AND RESTRICTED SHARES (Summary of Unrecognized Compensation Cost) (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
Fiscal 2025	$ 696
Fiscal 2026	384
Fiscal 2027	137
Thereafter	0
Total	$ 1,217
Remaining weighted average expected term	2 years 1 month 6 days

SEGMENT DATA (Reconciliation of

SEGMENT DATA (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Corporate and Other
Revenues	$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 90,581	$ 77,383	$ 124,383
Operating Income (Loss)									(10,824)	(15,985)	8,391
Operating Segments
Corporate and Other
Revenues									90,581	77,383	124,383
Operating Income (Loss)									(10,824)	(15,985)	8,391
Depreciation and Amortization									2,590	2,095	1,616
Capital Expenditures									837	586	498
Operating Segments | Lighting Segment
Corporate and Other
Revenues									61,102	56,553	118,557
Operating Income (Loss)									(1,352)	(5,150)	21,647
Depreciation and Amortization									747	1,094	1,255
Capital Expenditures									92	71	302
Operating Segments | Maintenance Segment
Corporate and Other
Revenues									17,147	14,555	5,826
Operating Income (Loss)									(5,523)	(2,221)	(337)
Depreciation and Amortization									453	317	132
Capital Expenditures									535	194	43
Operating Segments | EV Segment
Corporate and Other
Revenues									12,332	6,275	0
Operating Income (Loss)									(1,563)	(4,158)	0
Depreciation and Amortization									979	465	0
Capital Expenditures									56	5	0
Operating Segments | Corporate and Other
Corporate and Other
Revenues									0	0	0
Operating Income (Loss)									(2,386)	(4,456)	(13,593)
Depreciation and Amortization									411	219	229
Capital Expenditures									$ 154	$ 316	$ 153

SEGMENT DATA (Reconciliation _2

SEGMENT DATA (Reconciliation of Segment Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Corporate and Other
Total Assets	$ 63,169	$ 71,579
Operating Segments
Corporate and Other
Total Assets	63,169	71,579
Operating Segments | Lighting Segment
Corporate and Other
Total Assets	25,911	28,641
Operating Segments | Maintenance Segment
Corporate and Other
Total Assets	8,827	6,739
Operating Segments | EV Segment
Corporate and Other
Total Assets	15,291	11,502
Operating Segments | Corporate and Other
Corporate and Other
Total Assets	$ 13,140	$ 24,697

SEGMENT DATA (Additional Inform

SEGMENT DATA (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Total revenue	$ 26,411	$ 25,971	$ 20,586	$ 17,613	$ 21,629	$ 20,288	$ 17,560	$ 17,906	$ 90,581	$ 77,383	$ 124,383
Outside The United States in Germany [Member]
Segment Reporting Information [Line Items]
Total revenue									$ 6,400	$ 200	$ 0

RESTRUCTURING EXPENSE (Narrativ

RESTRUCTURING EXPENSE (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Total restructuring charges	$ 123	$ 0	$ 0
Restructuring employees recognized expense	$ 100

RESTRUCTURING EXPENSE (Details

RESTRUCTURING EXPENSE (Details ) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 123	$ 0	$ 0
Cost of product revenue
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	26	0	0
Cost of service revenue
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	48
General and administrative
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	28	0	0
Sales and marketing
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 21	$ 0	$ 0

RESTRUCTURING EXPENSE BY SEGMEN

RESTRUCTURING EXPENSE BY SEGMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 123	$ 0	$ 0
Lighting
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	52	0	0
Maintenance
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	48	0	0
EV
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	0	0	0
Corporate and Other
Restructuring Cost And Reserve [Line Items]
Total restructuring charges	$ 23	$ 0	$ 0

ACQUISITION (Narrative) (Detail

ACQUISITION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Oct. 05, 2022	Jan. 01, 2022	Jun. 30, 2022	Mar. 31, 2025	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Business combination, cash purchase price					$ 0	$ 5,600	$ 4,012
Value of Common Stock					0	0
Business acquisition, pro forma operating income loss							6,000
Pro forma revenue							131,300
Transaction costs						800	500
Customary closing adjustments	$ 900
Accrued expenses					900	3,000
Other long-term liabilities					500
Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Business combination, cash purchase price		$ 4,300	$ 4,000
Purchase price		4,300
Business combination, working capital adjustment received			$ 100
Business combination, estimate of earn-out liability		200				200
Stay-Lite Lighting, Inc. | Maximum [Member]
Business Acquisition [Line Items]
Business combination, earnout related purchase price		$ 700
Voltrek LLC
Business Acquisition [Line Items]
Business combination, cash purchase price	5,000
Value of Common Stock	1,000
Recorded in opening balance sheet	800
Business combination additional earnout related purchase price					$ 3,500	3,000
Purchase price	$ 6,900
Payments for previous acquisition, shares	$ 620,067
Business acquisition, pro forma operating income loss						(33,500)	5,900
Pro forma revenue						$ 79,800	$ 128,000
Voltrek LLC | Subsequent Event
Business Acquisition [Line Items]
Business combination additional earnout related purchase price				$ 7,150

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	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 1,484	$ 1,484
Stay-Lite Lighting, Inc. | Adjusted Opening Balance Sheet
Business Acquisition [Line Items]
Cash	95
Accounts receivable	2,690
Revenue earned but not billed	342
Inventory	504
Prepaid expenses and other current assets	41
Property and equipment	725
Goodwill	564
Other intangible assets	673
Other long-term assets	537
Accounts payable	(965)
Accrued expenses and other	(492)
Other long-term liabilities	(411)
Net purchase consideration	4,303
Voltrek LLC | Preliminary Opening Balance Sheet
Business Acquisition [Line Items]
Cash	416
Accounts receivable	1,363
Revenue earned but not billed	325
Inventory	880
Prepaid expenses and other current assets	39
Property and equipment	4
Goodwill	920
Other intangible assets	4,300
Other long-term assets	223
Accounts payable	(1,133)
Accrued expenses and other	(286)
Other long-term liabilities	(180)
Net purchase consideration	$ 6,871

ACQUISITION - Schedule of Intan

ACQUISITION - Schedule of Intangible Assets Acquired at Date of Acquisition (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($)
Business Acquisition [Line Items]
Estimated Fair Value	$ 0
Trade name | Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Estimated Fair Value	$ 164
Estimated Useful Life (Years)	5 years
Trade name | Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 300
Estimated Useful Life (Years)	5 years
Vendor relationship | Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 2,600
Estimated Useful Life (Years)	7 years
Customer relationships | Stay-Lite Lighting, Inc.
Business Acquisition [Line Items]
Estimated Fair Value	$ 509
Estimated Useful Life (Years)	8 years
Customer relationships | Voltrek LLC
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,400
Estimated Useful Life (Years)	3 years

SUBSEQUENT EVENT (Additional In

SUBSEQUENT EVENT (Additional Information) (Details) $ in Thousands	Apr. 22, 2024 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Mortgage loan facility	$ 3,525

QUARTERLY FINANCIAL DATA (UNA_3

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended																12 Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Sep. 30, 2023		Jun. 30, 2023		Mar. 31, 2023		Dec. 31, 2022		Sep. 30, 2022		Jun. 30, 2022		Mar. 31, 2024		Mar. 31, 2023		Mar. 31, 2022
Selected Quarterly Financial Information [Abstract]
Total revenue	$ 26,411		$ 25,971		$ 20,586		$ 17,613		$ 21,629		$ 20,288		$ 17,560		$ 17,906		$ 90,581		$ 77,383		$ 124,383
Gross profit	6,804		6,367		4,569		3,171		4,741		4,781		4,435		3,554		20,911		17,511		33,912
Net Income (Loss)	$ 1,610	[1]	$ (2,256)	[1]	$ (4,388)	[1]	$ (6,637)	[1]	$ (5,116)	[2]	$ (24,059)	[2]	$ (2,331)	[2]	$ (2,835)	[2]	$ (11,671)	[1]	$ (34,341)	[2]	$ 6,091
Basic net (loss) income per share	$ 0.05	[1]	$ (0.07)	[1]	$ (0.14)	[1]	$ (0.21)	[1]	$ (0.16)	[2]	$ (0.75)	[2]	$ (0.07)	[2]	$ (0.09)	[2]	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.2
Shares used in basic per share calculation	32,486,000		32,531,000		32,503,000		32,346,000		32,294,000		32,048,000		31,031,000		31,138,000		32,486,240		31,703,712		31,018,356
Diluted net (loss) income per share	$ 0.05	[1]	$ (0.07)	[1]	$ (0.14)	[1]	$ (0.21)	[1]	$ (0.16)	[2]	$ (0.75)	[2]	$ (0.07)	[2]	$ (0.09)	[2]	$ (0.36)	[1]	$ (1.08)	[2]	$ 0.19
Shares used in diluted per share calculation	33,965,000		32,531,000		32,503,000		32,346,000		32,294,000		32,048,000		31,031,000		31,138,000		32,486,240		31,703,712		31,294,573
[1] Includes $ 3.0 million reversal of prior period recognized earnout expense related to the Voltrek earnout compensation in the three months ended March 31, 2024. Includes $ 17.8 million of tax expense related to the booking of the valuation allowance on deferred tax assets during the three months ended December 31, 2022.

QUARTERLY FINANCIAL DATA (UNA_4

QUARTERLY FINANCIAL DATA (UNAUDITED) (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Selected Quarterly Financial Information [Abstract]
Deferred income tax benefit		$ 17,800	$ (5)	$ 17,881	$ 1,980
Earn-out expense	$ 3,000