UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

2210 Woodland Drive, Manitowoc, Wisconsin  

(Address of principal executive offices, including zip code)

(920) 892-9340  

(Registrant’s telephone number, including area code)

Not Applicable  

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

As previously publicly reported, during the fourth quarter of fiscal 2021, Orion Energy Systems, Inc. (the “Company”) reversed $20.9 million of deferred tax valuation allowance based on an updated evaluation on the realizability of those tax assets. Given the Company’s reversal of its valuation allowance, the Company announced that it expects to record future tax provisions that approximate statutory rates in effect each subsequent period. The Company also announced that it expected to be able to utilize its net operating loss carryforwards to offset its future cash income tax liabilities for the foreseeable future (to the extent allowable by income tax regulations). Upon the completion of an analysis of its expected pre-tax income during fiscal 2022, the Company currently estimates that it will likely apply an effective tax rate of approximately 26-27% on its pre-tax book income. This estimate is subject to revision based on changes in income tax regulations and expected earnings levels.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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