ACCRUED EXPENSES AND OTHER

9 Months Ended

Dec. 31, 2025

Other Liabilities Disclosure [Abstract]

NOTE 10 — ACCRUED EXPENSES AND OTHER

As of December 31, 2025, and March 31, 2025, accrued expenses and other included the following (dollars in thousands):


	December 31, 2025		March 31, 2025
Accrued acquisition earnout	$	—	$	3,263
Other accruals		2,454		2,180
Compensation and benefits		2,517		2,424
Credits due to customers		1,104		1,581
Accrued project costs		1,777		2,283
Warranty		388		449
Sales returns reserve		55		273
Sales tax		207		177
Legal and professional fees		215		98
Total	$	8,717	$	12,728

Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass-through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):


	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
Beginning of period	$	621		$	692		$	640		$	725
Accruals		107			88			251			259
Warranty claims (net of vendor reimbursements)		(144	)		(122	)		(307	)		(326	)
End of period	$	584		$	658		$	584		$	658

As of March 31, 2025, the balance of the accrued Voltrek Acquisition earnout was $3.3 million. During the second quarter, Orion issued common stock to the prior owner of Voltrek with a value of $1 million and paid $875 thousand in cash as partial payment of the accrued acquisition earnout. See Note 12 below for additional details around the remaining accrued earnout liability. These compensatory payments have been expensed over the course of the earnout periods to the extent they were or are earned. On June 23, 2025, Orion entered into a binding term sheet (the “Initial Term Sheet”) with respect to its remaining earnout obligations owed to the prior owner of Voltrek pursuant to the Voltrek Acquisition, and on July 31, 2025, Orion entered into an amendment to the Initial Term Sheet (the "Term Sheet Amendment"), each as further described in Note 12 below. Pursuant to the Initial Term Sheet, as amended by the Term Sheet Amendment (the “Term Sheet”), on September 30, 2025, Orion, as borrower, Great Lakes Energy Technologies, LLC (“Great Lakes”), Clean Energy Solutions, LLC (“Clean Energy”), Orion Asset Management, LLC (“Asset Management”), Orion Technologies Ventures, LLC (“Orion Technology”, and together with Voltrek, Clean Energy, Asset Management and Orion Technology, the “Company Subsidiaries”) and Voltrek, as guarantors, and Final Frontier, as lender, entered into a senior subordinated loan agreement (the “Subordinated Loan Agreement”), pursuant to which Final Frontier agreed to defer payment of the Remaining Earnout Amount (as defined below) by Orion pursuant to the terms of the Subordinated Loan Agreement. Orion’s obligation to pay the Remaining Earnout Amount is further evidenced by a senior subordinated note issued by Orion under the Subordinated Loan Agreement (the “Senior Subordinated Note”).