Orion Energy Systems Files Proxy Statement

TL;DR

Orion Energy Systems proxy filed. Vote on Aug 8th for board & pay.

AI Summary

Orion Energy Systems, Inc. filed its definitive proxy statement on June 28, 2024, for its annual meeting on August 8, 2024. The company reported increasing momentum in FY 2024, leading to business growth. The filing details executive compensation, board nominations, and other corporate governance matters.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership, voting matters, and executive compensation, enabling informed participation in the company's governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not inherently present new risks.

Key Numbers

• 20240628 — Filing Date (Date the definitive proxy statement was filed with the SEC.)
• 20240808 — Meeting Date (Date of the shareholder meeting for which this proxy statement is issued.)

Key Players & Entities

• ORION ENERGY SYSTEMS, INC. (company) — Registrant
• 20240628 (date) — Filing Date
• 20240808 (date) — Annual Meeting Date
• FY 2024 (date) — Fiscal Year

FAQ

Key Financial Figures

• $90.6 — bling us to grow total revenue 17.1% to $90.6M, compared to $77.4M in FY 2023. We exp
• $77.4M — al revenue 17.1% to $90.6M, compared to $77.4M in FY 2023. We expect our path of growt
• $61.1 — LED lighting revenue increased 8.0% to $61.1M, largely driven by increased turnkey L
• $12.3 — Orion the segment contributed 13.6%, or $12.3M, of our total FY 2024 revenue. We anti
• $11M — g start in FY 2025, having secured over $11M in construction services contracts with
• $17.1M — ntenance services revenue grew 17.8% to $17.1M in FY 2024, primarily reflecting a new
• $90.6M — diversification. Our FY 2024 revenue of $90.6M benefitted from a rebound in large LED
• $11.7M — t, Orions FY 2024 net loss improved to ($11.7M), or ($0.36) per share, from a FY 2023
• $0.36 — 2024 net loss improved to ($11.7M), or ($0.36) per share, from a FY 2023 net loss of
• $34.3M — per share, from a FY 2023 net loss of ($34.3M), or ($1.08) per share, which included
• $1.08 — rom a FY 2023 net loss of ($34.3M), or ($1.08) per share, which included a $17.8M non
• $17.8M — or ($1.08) per share, which included a $17.8M non-cash valuation allowance against De
• $3.0M — ts also benefitted from the reversal of $3.0M of prior recognized earnout expense acc
• $44.8M — al Strength . Orion exited FY 2024 with $44.8M of current assets, including $5.2M of c
• $5.2M — ith $44.8M of current assets, including $5.2M of cash, $14.0M of accounts receivable,

Filing Documents

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From the Filing

DEF 14A 1 d842816ddef14a.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Orion Energy Systems, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 June 28, 2024 Dear Fellow Shareholders: Orion achieved increasing momentum across the business during FY 2024, enabling us to grow total revenue 17.1% to $90.6M, compared to $77.4M in FY 2023. We expect our path of growth to continue in FY 2025, driven by anticipated project activity in our LED lighting and EV charging solutions segments and supported by several favorable regulatory and economic tailwinds. We believe our strategic initiatives over the past few years have put Orion in a very strong position to advance our customers for life mission to enable them to achieve a broader range of energy efficiency, environmental and business goals. Now, more than ever, the emissions reduction benefits of our solutions are proving to be as important as the significant, long-term financial and business benefits that we provide. Importantly, there are also an array of regulations as well as federal and state funding programs that we expect to play a supporting role in achieving our growth goals across the business. FY 2024 Highlights LED Lighting . As anticipated, we achieved solid revenue growth in our LED lighting business in FY 2024, as larger customer projects moved from planning to implementation stages, a trend that we expect to continue in FY 2025. FY 2024 LED lighting revenue increased 8.0% to $61.1M, largely driven by increased turnkey LED retrofit activity, including a large Department of Defense project in Europe, as well as steady growth in LED fixture sales into our ESCO channel. EV Charging Solutions. We acquired Voltrek in the second half of FY 2023 and in its first full fiscal year within Orion the segment contributed 13.6%, or $12.3M, of our total FY 2024 revenue. We anticipate substantial long-term growth in our EV charging division, supported by investments we have made in expanding Voltreks team, capabilities and geographic reach. We are off to a strong start in FY 2025, having secured over $11M in construction services contracts with Eversource Energy, a leading utility focused on sustainability and energy efficiency, in support of their EV Make Ready program. Maintenance Services. Maintenance services revenue grew 17.8% to $17.1M in FY 2024, primarily reflecting a new three-year preventative lighting maintenance service contract for a customers approximately 2,000 retail locations. We also started to experience the initial benefit of pricing improvements we secured on certain legacy maintenance contracts. Maintenance services are an ideal complement to Orions business, enabling us to expand the value we provide to existing customers while also providing a recurring base of revenues. Our focus has been on the repricing of legacy maintenance contracts that are no longer profitable due to a range of inflationary pressures the past few years. These efforts are planned to return the business to profitability in FY 2025. Financial Performance. We believe the solid revenue growth we achieved in FY 2024 demonstrates the value and benefits of our strategic diversification. Our FY 2024 revenue of $90.6M benefitted from a rebound in large LED lighting retrofit projects and fixture sales into our ESCO channel, as well as the growth in maintenance services and the contribution from Voltrek. Principally reflecting higher revenue and gross profit, Orions FY 2024 net loss improved to ($11.7M), or ($0.36) per share, from a FY 2023 net loss of ($34.3M), or ($1.08) per share, which included a $17.8M non-cash valuation allowance against Deferred Tax Assets. FY 2024 results also benefitted from the reversal of $3.0M of prior recognized earnout expense accruals related to Voltrek earnout compensation. Financial Strength . Orion exited FY 2024 with $44.8M of current assets, including $5.2M of cash, $14.0M of accounts receivable, and $18.2M of inventory. Net of current liabilities, working capital was $16.8M. To further support growth objectives, in April 2024, Orion secured $5.1M in added financial liquidity through an amendment to our bank credit facility. The amendment provided a $3.525M mortgage on our corporat

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