Good morning, everyone. And welcome to the Orion Energy Systems Fiscal 2023 Fourth Quarter Conference Call. At this time, all participants are in a listen-only mode. After some prepared remarks, we will conduct a question-and-answer session. Today's conference is being recorded. I would now like to turn the call over to Mike Jenkins, Orion's CEO, to provide perspective on Orion's current business and outlook. Per Brodin, Orion's CFO, will then review the company's Q4 and full-year results, financial position and other matters and then we'll take investor questions. A replay of the call will be posted to the Investor Relations section of Orion's website. Remarks that follow and answers to questions may include statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include words such as anticipate, believe, expect or similar words. Additionally, any statements that describe future plans, objectives, goals and outlook are also forward-looking. These forward-looking statements are subject to various risks that could cause actual results to be materially different than currently expected. Such risks include, among other matters, items that the company has described in its press release issued this morning as well as in its SEC filings. Except as described therein, the company disclaims any obligation to update such forward-looking statements that are made as of today. Reconciliations of certain non-GAAP financial metrics to GAAP measures are also provided in today's press release. Now, I will turn the call over to CEO, Mike Jenkins.

Thank you, Bill. Good morning, and thanks to everyone for joining us today. While fiscal 2023 posed some challenges, Orion closed the year with our strongest quarter and finished within our revenue guidance for fiscal 2023 at $77.4 million. Over the past year, we have built a pipeline of opportunities providing strong momentum heading into fiscal 2024. We believe our company is better positioned for long term success than ever before, as we now provide a much broader offering of complementary products and services to a larger and more diversified base of customers and prospects. Building on our core expertise in LED lighting and controls, over the last two years, Orion has expanded into maintenance services for lighting and light electrical needs, and more recently into the rapidly growing market for commercial EV charging solutions. We expect these two business areas to deliver roughly one-third of our revenue in fiscal 2024 versus no revenue contribution two years ago. These new business areas align perfectly with our core mission of helping customers achieve their energy efficiency and environmental goals. They also leverage core areas of expertise and turnkey project capabilities to build upon our customers-for-life commitment. In both cases, we had been approached by some of our largest customers about our ability to support them in these areas. Orion's proven expertise and skill in designing, managing and executing large national LED lighting retrofit projects, along with customer demand for maintenance services, led us to enter this space. To expand the capabilities, reach and growth potential of our maintenance business, we acquired the Stay-Lite operations in January 2022 and continue to build out our service platform and capabilities. Maintenance is a mission-critical business. As such, we need to ensure that we have the resources, talent, and systems to deliver the reliable, high quality and responsive services required to build long term relationships. As with the maintenance business, our entry into the EV charging space was in part driven by national account customers who had asked us about our ability to help them navigate this new area. Our research led us to Voltrek, a pioneer in commercial EV charging solutions. We found their approach to solving customer needs was very much like our LED retrofit business, where the value of the solution starts with site surveys, engineering, and custom solutions tailored to the customer's unique needs and proceeds through construction, installation, and commissioning, all with a centralized point of contact and accountability. Importantly, we felt the mission and leadership at Voltrek were highly compatible with those at Orion and that, together, we could substantially expand Voltrek's national market opportunity. From a strategic standpoint, Orion made the decision years ago to be a technology implementer, leveraging the benefits of cutting-edge technologies with smart engineering, design and high quality implementation and service that forms strong customer bonds. As the complexity of electrical systems grow and become increasingly interconnected, we believe Orion is well positioned to help our customers and partners navigate this landscape and implement their plans. In addition, by maintaining much of our manufacturing in the US, we benefit from high quality and faster and more predictable delivery times, as well as the benefit of providing made-in-America products to customers who prefer or require them. Turning to some fiscal 2023 highlights, we acquired Voltrek in early October 2022, and that launched us into the EV charging space. The business is off to a strong start, delivering revenue of $6.3 million in the second half of fiscal 2023 versus our initial expectation of $3 million to $5 million. We anticipate substantial growth at Voltrek in the coming years as we build out their capabilities to support the rapid growth of electric vehicles and associated infrastructure across the US. As an example, during our fourth quarter, Voltrek secured an initial order for level 3 DC fast charge infrastructure for an electric school bus pilot program in Boston. The first phase involves charging systems for 20 out of a fleet of 120 buses with a contract value of approximately $1.5 million and the prospect of additional orders in the future. Of course, driving the demand for EV charging infrastructure are forecasts that estimate EVs will represent about 50% of the new vehicle fleet by 2030 and 80% by 2040. The administration has also recently announced new mileage standards that will likely accelerate growth in the EV market. Given the rapidly growing demand, we are investing in a variety of initiatives to support Voltrek's ability to scale its business. Historically, Voltrek's business has been concentrated in the northeast, surrounding its base in Massachusetts. To support Voltrek in building out a national footprint, we are funding infrastructure, personnel, and other resources to enable them to both source and execute projects across the US. We are also working on opportunities for cross-selling to build new revenue opportunities from customers across our business portfolio. These efforts take time to engage, though we believe they will begin to bear fruit in the second half of fiscal 2024. Turning to maintenance services. Revenues rose approximately 150% to $14.6 million in fiscal 2023, benefiting from organic growth and full year contribution from our Stay-Lite Lighting acquisition. Maintenance services provide an ideal complement to our project-related businesses, allowing us to expand our value to add new and existing customers while creating a growing base of recurring revenue. We believe Orion's competitive advantages in customer service and turnkey project management transfer well to the maintenance business. Recently, we signed a preventative maintenance agreement with our largest customer, building on our existing reactive maintenance program and supporting our growth outlook for fiscal 2024. We are adding capacity in this business and are also getting processes in place to support long term growth just as we are at Voltrek. In both cases, there's plenty of opportunity, but to ensure high levels of customer satisfaction, it's critical that we put the right infrastructure and processes in place. Turning to our LED lighting business. The end of our fiscal year into Q1 is typically slow except for rollover projects from the prior year. A previously announced $4 million project from a long term automotive customer completed in Q4, and we are gearing for the start of a $9 million Department of Defense project which shifted into fiscal 2024. We expect this project to ramp in quarter two and to be largely complete by the end of this fiscal year. We also have a logistics-related project that is also picking up in early fiscal 2024. This customer is expected to be in the $5 million to $10 million annual revenue range, with the potential for additional business in subsequent years. In our energy service company, or ESCO channel, we anticipate growing demand from key partners. This growth is a reflection of their customers' increasing focus on ESG goals in addition to cost savings and ROI targets. Generally speaking, LED lighting retrofit projects provide very clear ESG benefits with some of the most compelling returns on investment, ranging from 30% to 50% or more with rebates, providing two to five year payback periods. This compares to solar installations that typically involve 15 to 20 year paybacks. On the marketing front, our digital marketing strategy continues to make progress in expanding awareness and engagement with Orion solutions. We launched a new sales-friendly website in late 2022, which is providing a nice lift in pageviews, unique user visits and qualified leads. I encourage you to take a look. From a sales leadership standpoint, we hired Ken Poole as our EVP of Sales in January. Ken is a highly experienced sales executive who comes to Orion from a super ESCO. In just a few months, he has helped us focus our efforts and demonstrated himself as an important asset supporting our future growth. To support our sales efforts, we are making selective investments in our sales team, as well as in our EV and maintenance businesses. Importantly, in this tight labor market, we are finding that Orion's ESG focus as well as our involvement in the EV charging space are proving helpful in attracting talent to our company. Reflecting on our expected growth across LED lighting, maintenance services and EV charging solutions, we currently expect fiscal 2024 revenue to grow 30% or more to approximately $100 million, with a greater proportion of revenue expected in the second half. This outlook anticipates at least $30 million in aggregate revenue from maintenance services and EV charging solutions and the balance from the LED lighting business. Today, our customers' carbon and emission goals, such as getting to net zero, electrification strategies, and related ESG goals, are opening new areas of engagement and opportunities across our business, particularly with larger national accounts. For example, a major Orion customer highlighted their conversion to LED lighting in their annual ESG report, demonstrating the importance of environmental progress to all their stakeholders. We are proud of the hard work our team has undertaken to diversify and strengthen our business, though we still have work to do in integrating our new businesses and enhancing our sales, marketing and cross-selling initiatives. Reflecting on the progress we have made, I am excited about our growth prospects for fiscal 2024 and moving forward. With that, I will hand the call to Per Brodin to discuss our financials and our financial outlook for fiscal 2024.

Thank you, Mike. As Mike mentioned, we ended our fiscal year 2023 with our strongest quarter of the year, with Q4 revenue of $21.6 million versus $20.3 million in Q3 and $22.6 million in Q4 2022. Our Q4 performance reflected an expected rebound in project activity. As anticipated, full fiscal year 2023 was within provided guidance range and finished at $77.4 million, which declined from $124.4 million in fiscal 2022, primarily due to the expected year-over-year decrease in activity with Orion's largest customer and with a global online retailer, as well as delays in certain large projects. The wind down of the multi-year project with our largest customer resulted in a $47 million revenue decrease in fiscal 2023 versus the prior year. However, as Mike mentioned, Orion was successful in diversifying its revenue base, growing business outside of our largest customer and the online retailer by $6.4 million or 11% over fiscal 2022. Gross margin was 21.9% in Q4 2023 as compared to 23.8% in Q4 2022, reflecting a shift in product mix and under-absorption of certain fixed costs on lower revenues. We expect our gross profit percentage to trend higher in fiscal 2024 on a full-year basis with some quarterly variation based on the revenue mix and fixed overhead absorption. Total operating expenses were $9.6 million in Q4 2023 compared to $6.6 million in Q4 2022, with the increase primarily due to a $2.5 million earnout accrual related to the Voltrek acquisition, as well as some added G&A expenses related to the consolidation of Voltrek. For fiscal 2023, operating expenses were $33.5 million as compared to $25.5 million in the prior year, reflecting Voltrek acquisition costs of $4.8 million and higher G&A expenses related to the consolidation of Voltrek and Stay-Lite Lighting, which was acquired in Q4 2022 and, therefore, not fully reflected in the prior-year results. We recorded a Q4 2023 net loss of $5.1 million or $0.16 per share versus a Q4 2022 net loss of $1.2 million or $0.04 per share, primarily due to higher operating expenses related to the Voltrek acquisition. Orion reported a fiscal 2023 net loss of $34.3 million or $1.08 per share compared to fiscal 2022 net income of $6.1 million or $0.19 per share. The decrease reflects a $17.8 million non-cash valuation allowance charge against deferred tax assets in fiscal 2023 as well as lower revenue, acquisition costs, and associated operating expenses in fiscal 2023. The non-cash tax charge does not impact Orion's ability to offset future income with existing NOLs. Our cash flow from operations was strong in Q4 2023 at positive $3 million due to strong cash receipts on certain projects and some inventory reductions. For the year, Orion used $2.3 million of cash for operating activities in fiscal 2023. Some of that related to maintaining higher than normal inventory levels to ensure against supply chain disruptions. Based on a return to more normal supply chain activity, in Q4 2023, we began to actively reduce inventory levels and plan to further reduce our inventories by another $4 million to $5 million in fiscal 2024, assuming near normal supply chain conditions continue through the year. In fiscal 2023, we had approximately $600,000 of capital expenditures and expect those investments to double in fiscal 2024 in support of our maintenance and EV businesses. At the close of fiscal 2023, net working capital was $24.9 million, including inventory investments of $18.2 million. Liquidity, which we define as cash plus borrowing availability on Orion's credit facility, was $23.2 million, including $16 million of cash and $7.2 million available on our credit facility. We had $10 million of borrowings outstanding on this facility at year end. We expect our cash and liquidity position to remain healthy in fiscal 2024, putting us in a solid financial position to support growth initiatives across the business. Regarding our financial outlook, we have reiterated our expectation for fiscal 2024 of revenue growth of 30% or more to approximately $100 million, with momentum building as we progress through fiscal 2024 and a greater proportion of revenue in the second half of the year. Our revenue guidance is based on approximately $34 million of aggregate revenue expected for maintenance services and EV charging solutions, our newest businesses, and the balance from LED lighting products and solutions, which includes projects for national accounts, ESCO partners and distribution channel sales. As for M&A, while we will continue to maintain a pipeline of future opportunities, for the near term, our focus is on integrating the two recent acquisitions and investing in their growth and success, which are primary growth drivers for Orion.

Our first question comes from Eric Stine with Craig-Hallum.

So, wondering if you can just maybe drill down a little bit more into the outlook for fiscal 2024. So appreciate you breaking out the EV and maintenance services piece. But for the remainder of it, maybe just how you see that or a little more color between national accounts, ESCO and distribution or electrical distributors, those channels. And then just curious, you mentioned some of the projects that you expect to move forward and have good visibility. How would you kind of put your visibility as it stands today versus what it might be in a normal year as you're entering it?

In terms of the business segments, we're really right now planning for growth across the board in all the segments. Clearly, we have a very major government piece of business, which is coming through as we've talked about before, $9 million, which effectively is ramping in Q2. That'll be a big contributor for the fiscal year. But we do see nice growth with our top customer going into next year. We expect double-digit growth there both on the project side and on the maintenance side, as well as our ESCO channel as well. Distribution, I think we also have an opportunity to grow double digits. So, right now, we're forecasting double digits for all the segments into next year. In terms of visibility, there's certainly some vagueness as we look farther and farther out. But the near term, we feel pretty good about the pipeline, about the projects that we see and the initiation. We are waiting for a few larger things to activate in the second half of the year. But at this point in time, we don't see any reason that those won't materialize.

Maybe for my second one, just when thinking about Voltrek, how do you anticipate the decisions being made, say, at the national account level? Do you think that this will be kind of a site-by-site decision? Or given that these were done – or part of the reason you did this was because of feedback from some of those large customers that it would be more of a national decision.

I think it's going to be a mix moving forward. I think some accounts may take a proactive approach and do something on a national basis as part of their brand image and to support their guests and customers. I think probably the majority, it's going to be more localized, regional. Obviously, the states have different incentives in place to support EV. So I think it will be a bit more localized and regional. But I think that most of the large accounts right now are working through their strategy of deployment over the next couple of years. So the deployment may be regional and local, but I think, ultimately, they're all going to get to the same place that they're going to have to have a national strategy.

Our next question comes from the line of Amit Dayal with H.C. Wainwright.

With respect to the EV pipeline, can you share what kind of customers are in that pipeline? I know you mentioned fleet-related or fleet type customers? Is there any retail? Just any color on what type of customers are looking into deploying these solutions?

Yeah, it's really across the spectrum right now. We have businesses we showcased earlier, fleet opportunities with municipalities. The fleet project we did in Boston was just was with Boston Public Schools. And that project was phase one, and we expect additional phases to them. We're seeing a lot of private businesses in the same vertical sectors that we participate in, on the LED lighting side, getting very interested in this. And we are actively engaging with national accounts right now. And that's one of the reasons why we're aggressively trying to build out the infrastructure of Voltrek, so that we can activate more comprehensively our cross-selling efforts across the business. So it's a difficult question to answer, whether one is more than the other. We're seeing broad acceptance of the need for EV charging infrastructure. And I think customers and accounts are really starting to think through their electrification strategy. So it's really coming from all areas.

Now you have sort of three distinct business lines, just trying to get a sense of what the operational synergies are that you can exploit for these different types of products and offerings? And then along those lines, where will you focus, in terms of where do you see the bigger opportunity? Is it maintenance or EV or continuation of the LED side? Like, all of these look like they're growing at double digit for you. If you had to prioritize, which would you choose to really go after?

Well, I think I would answer that by going back to the point you made, which is that we see all of these businesses growing double digit. We see them as highly synergistic, which is why we think they fold in nicely to our customers-for-life model, so that as customers evolve from LED projects, customers can move to maintenance. And clearly, all customers, as I said earlier, are thinking about their electrification strategy. So from an operational standpoint, our priority is to unleash the top line synergies and cross-selling efforts between all three of them to help our customers. There's a lot for our customers to navigate here, and we think that we can be a strategic partner to them in all three of those areas. So in terms of the business, we feel comfortable that we can grow all of them independently and even faster together moving forward.

Just to touch on the first part of your question, Amit, I think from a leverage standpoint, think about that probably mostly as the back office functions that we should be able to leverage a fair amount for these operations. But at the operational level, they run relatively independent. So it's mostly the back office functions.

Our next question comes from the line of Alex Rygiel with B. Riley Securities.

I appreciate the guidance on the top line and the directional guidance with regards to gross margins, but if you could dig a little bit deeper into sort of the path to a rebound in gross margins over the coming quarters and years and talk about, longer term, where you hope to get gross margins back to.

I'll start off on that, Alex. It's Per. I think that the projects that we have visibility into for fiscal 2024 give us confidence to make the comment that was in my comments about having a rebound in gross margin rate as we perform through fiscal 2024. As part of that, inherent in that is the increase in overall revenues, which will help us absorb some of our fixed costs. That'll be both, say, from an overall OpEx standpoint, as well as obtaining better absorption within the plant for our LED lighting manufacturing. So I would think that, from a product standpoint, we ought to get back into the mid to high 20s. And from a services standpoint, it leads back to that 20 range and potentially should be better than that in the coming year. And as we continue to grow, we would expect to continue to leverage the infrastructure. So those would increase over time as revenue grows.

Similar question as it relates to G&A. How should we think about that either on a dollar basis or percent of revenue basis going forward?

I think we don't typically guide on a dollar basis. We expect to continue to leverage the fixed costs. I think one of the things that we mentioned in our remarks is we are making some investments in the EV business to help them nationalize, if you will, expand their footprint to be more national in scope. So there's certainly some investments on that side of the business. And then, overall, as we continue to grow revenue, I would expect that we'll get back to a 10% EBITDA level, and that as we grow in the future, we can go beyond that as well.

Our next question comes from Andrew Shapiro with Lawndale Capital Management.

I have a follow-up on Alex's questions on gross margins. And then I have a Voltrek question here. So you referred in your release and comments to certain fixed costs impacting gross margins. And are we talking about your historical overhead and it's just absorption? Or can you expand on what some of the new costs are and whether they are of a recurring nature, and this is the fixed costs you're referring to inside of gross margin?

Within margin, it's, I'd say, primarily our historical costs. There would be the under-absorption of the manufacturing facility based on lower sales. And we also have fixed costs within gross margin on the services line because we do have some human resources that are fixed in nature on the services line that as – you can either leverage or deleverage.

So, it's just your historical fixed costs. There's nothing new that got put in through gross margin? Those incremental investments are all in your SG&A set. Right?

That's correct.

A Voltrek question here, is you took a $2.5 million accrual on the earnout. Was that just for the quarter? And are you able to share what Q4 Voltrek was for you versus prior year private Voltrek's Q4 revenues were, just to get a feel for what its growth cadence is?

I guess what I would comment on is we have publicly commented on their calendar 2021 business being a $4.8 million business. I am going to stay away from comments here on their historical since we did not account personally for those results. So I think I would just stick with the $3.4 million that we did in the current year.

Your earn-out, was that for the quarter then and that was based on revenues or cash flow generation? What triggered that particular earn-out amount and achievement of it?

The earnout is based on EBITDA, an EBITDA target. And the $2.5 million that was recorded was recorded in the quarter. There was a previous amount recorded in Q3 of $1.5 million. Just so that we're clear, $3 million of that $4 million was accrued for the fiscal 2023 earnout target, and that will be paid probably in July of this calendar year. And then, an additional $1 million was accrued for – there's a cumulative potential earnout, which would occur after the third year of owning Voltrek. So, that would be paid potentially in 2025. I'm sorry, I'll correct that. That would be 2026, of that cumulative payment.

That concludes the question-and-answer session. I'll now turn the call over to Mike Jenkins for closing remarks.

Thank you, operator. And thank you all for participating on today's call. I look forward to updating you and meeting and engaging with many of you in the coming months as we execute our growth plan in fiscal 2024. As part of our investor relations outreach, we are conducting meetings at the LD Micro conference in California today and tomorrow, and we are participating in the Virtual Ideas Conference on Wednesday. For more information on these events, or if you would like to schedule a call with management, please contact our IR team whose information is included in today's press release. Thank you.

Today's conference call is now concluded. Thank you. And you may now disconnect.