Good afternoon, and welcome to the Orion Energy Systems Voltrek acquisition call. At this time, all participants are in listen only mode. After management's presentation, we will conduct a question-and-answer session. Today's conference is being recorded. I would now like to turn the call over to Per Brodin, Orion's CFO. Please, sir, you may begin. Thank you, Jonathan. Good afternoon and thank you for joining us for today's call to discuss Orion Energy Systems entry into the electric vehicle charging market. I will be joined by Mike Altschaefl, our CEO, and Mike Jenkins, Orion's COO. We will walk you through the details of the transaction, the rationale behind the transaction, and then we will open the call to your questions. A replay of today's call will be posted to the investor relations section of Orion's website. The presentation we will walk through will be visible on your screens, or you can access directly on our website. We will refer to slide numbers as we present. Slide two. Remarks that follow and answers to questions, including statements that may be 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, or goals are also considered forward-looking. These statements are subject to various risks that could cause actual results to be materially different than currently expected. Such risks include, among other things, matters that the company has described in its press release issued this morning and its filings with the SEC. Except as described therein, the company disclaims any obligation to update forward-looking statements that are made as of today's date. Slide three. Today's acquisition was made with a purchase price of $6 million, which consisted of $5 million of cash and $1 million of Orion stock at closing. Future available consideration may be paid based on the performance of the acquired company. We expect gross margin and adjusted EBITDA margins to be in line with our historical performance and improve as the business grows. We also expect the transaction to be accretive from an EPS standpoint. Now I'll turn the call over to Mike Altschaefl. Thanks, Per. We're very excited to visit with you today and explain our rationale and our overall eagerness to enter into this market with our acquisition of Voltrek. Consistent with our vision of customers for life, we identified the ability for Orion to enter the EV charging installation space, and we view it as being very complementary to our core LED lighting installation and maintenance business. We actually started several quarters ago researching the EV market and researching companies that were participants in the market, and all of this work solidly confirmed for us that this is a great opportunity and a natural fit for Orion. During the process, we were very fortunate to identify Voltrek. Kathleen Connors, the owner, started the business about 13 years ago, and she's a recognized pioneer and expert in the industry, and she will continue as president of Voltrek, which will be a business unit within Orion. She's very passionate about the business and very knowledgeable about the industry, and we look forward to her driving this business and growth for us as we move forward together as a company. Moving to slide four. We believe we are in the early stages of a massive market, and we also believe there's going to be continued significant public sector support to grow the incredible infrastructure needs that are needed for EV charging. If you move to slide five, part of our background and research is looking at where just the automotive OEMs are at this point in time. We've summarized where the various OEMs are with respect to their decisions on the EV charging marketplace. As you can tell, there are some very aggressive goals to convert their product offerings to EVs. In addition, when you think beyond that into the dealerships, the infrastructure needed for the dealerships to both deliver new vehicles, to service vehicles, the infrastructure for EV charging is going to be significantly needed for the overall car manufacturing industry. Moving to slide six. We continue to believe that our strategy should be and has been driven by what our customers need. We've had a lot of customers ask us about our intentions to perhaps help them in the EV marketplace, in the charging part of the EV market space, and we've been listening to them over the last year plus. We believe overall it's a very high growth market and it's very highly complementary to our existing business and what we do very, very well. We see an opportunity for tremendous growth. We also see the opportunity for a broad range of both state and federal programs to support the EV charging industry and Voltrek is very knowledgeable about these programs and has, we believe, a jump start on the market of understanding them and participating, particularly on the public sector side of the EV charging industry. Many of our customer prospects have some level of need in this area, and we've been talking with them over the last year of understanding how we can help them as we go forward. We also saw tremendous synergies between Orion's core values and the existing solutions and expertise in the EV charging opportunity. We are very proud of our ability to provide high service, turnkey solutions, and exceptional customer service and technical expertise, and we saw that same capability in Voltrek. We also felt that we needed a proven hardware solution and a very experienced technical team in order to make progress in this industry. Again, we felt we had that with a partnership with Voltrek going forward. The business relationships on the existing product and software supply side that Voltrek has developed over the years, particularly with ChargePoint as well as ABB, were also very important to us because we can be aligned with some key suppliers to this industry to leverage that growth going forward. Finally, we also see some opportunities for recurring revenue streams on the software side of the business for EV charging stations, as well as a natural fit to our growth and entry into the maintenance market, over a year ago, and the ability to provide maintenance services on a nationwide basis to the EV charging industry. With that, I'm gonna turn it over to Mike Jenkins for some additional commentary on the transaction. Thanks, Mike. Moving on to slide seven. First, when we started our journey and we identified EV space as something we wanted to move into, we really identified and pursued several potential different paths and talked to numerous partners to enter into this market. Voltrek offered the best opportunity for Orion to jumpstart our position in the market, particularly given the alignment of each organization's core mission, business model, culture, and many cross-selling opportunities that exist between the two companies. Voltrek itself is a leader in the Northeast in charging solutions and really operates with a turnkey model. They are a value-added reseller of equipment and are based in Lawrence, Massachusetts. They were founded in 2010 and were really one of the early companies in this space. Moving to slide eight. Voltrek has solutions that cover the full range of commercial EV charging applications. They do not participate in the residential applications, but really focus on commercial and industrial. Those market segments include workplace, public spaces, the very quickly growing area of fleet, and multi-dwelling unit buildings. Moving to slide nine. Voltrek has an impressive list of customers, both public and private, with a small group enclosed above. Orion customers in retail, industrial, higher education, and commercial segments, as well as our public sector, are all eager to deploy EV charging stations as a way to enhance their customer, visitor, and employee experience, and to support their overall environmental and sustainability goals. Moving on to slide 10. We have a shared belief in the importance of providing turnkey solutions. Voltrek walks their customers through the entire process today, from everything from the early stages of planning and site assessment through engineering and design and equipment recommendations, through installation and commissioning, and then followed by ongoing support and maintenance, all delivered with a single point of accountability and contact. Very similar to the turnkey business model that Orion operates with national accounts. Moving on to slide 11. Voltrek is a premier value-added reseller of EV charging solutions from ChargePoint. ChargePoint is not only the largest equipment provider to Voltrek, but also a strategic supplier and has a full range of equipment from Level two through the DC fast charging equipment. Moving to slide 12. A bit more on ChargePoint. They are the market leader for the commercial Level two chargers, and over half the Fortune 500 companies are working with them in some capacity. ChargePoint is a rapidly growing, publicly traded company with a market cap over $5 billion, and their software offers superior flexibility to end users and is tied to their top-rated free application. Moving to slide 13. Another key supplier to Voltrek, and now Orion, is ABB. ABB also offers a full range of products from level two through DC fast charge and is another fast-growing supplier to Voltrek. Moving to slide 14. Voltrek has four primary revenue streams, equipment, projects, service, and renewals. Recurring revenue streams are in the area of service and renewals. We believe all of these revenue streams have significant growth opportunities as a result of this acquisition and for the relationship with Orion to greatly accelerate. Sales in all areas. In summary, we believe this is a very positive transaction for Orion shareholders and stakeholders. It allows us to add a fast-growing business in a massive market. With that overview of the transaction, it's time to open up for questions. Operator, let's open the call for Q&A, please. Certainly. Ladies and gentlemen, if you would like to ask a question at this time, please press star one one on your telephone. We'd like to ask you to please limit yourselves to three questions. You may get back in the queue as time allows. One moment for our first question. Our first question comes from the line of Eric Stine from Craig-Hallum. Your question, please. Hi, everyone. Hey, good afternoon, Eric. Hello. Wondering, I know you gave the 2021 revenue number for Voltrek. Wondering if you could give the 2022 year-to-date and maybe some of the trends that you are seeing in this fiscal year. I don't think we're gonna comment on what their year-to-date performance is since that will not be included in our financial statements. As we look forward, you know, essentially for the full second half, we expect their revenue to be somewhere in the $3-$5 million range, subject to, you know, the caveats about supply chain and those typical factors that could come into play. Got it. Then, obviously, your customers, you know, certainly had some input or helped get you down this path or to at least realize that this is the right path. As you think about those conversations, I mean, any thoughts on how you think you can accelerate things or what maybe the pipeline is, when you look at your national accounts, you know, whether it's a year out, three years out, five years out? Sure. Absolutely. Well, first of all, you know, Voltrek has been growing quickly, and we saw the company being at a tremendous inflection point and benefiting from linking up with us to provide additional resources to grow even faster. From a customer standpoint, we see significant opportunities for cross-selling, Eric. As we said, we've had a number of conversations with customers over the past period of time and feel like many of them in different verticals are exploring how they want to provide EV charging stations for either their customers or their facilities. I think as we get moving and get our sales force wrapped up and knowledgeable on the product and the technology and the sales support we have from the Voltrek team, we really feel that we can accelerate the growth. For us, it wasn't so much about where the revenues are today for Voltrek, but where we think they can be, down the road together with the synergies we could bring back and forth from a sales standpoint. We would expect to grow this into a significant business over the next three to five years. Got it. Maybe last one for me. I know part of your $500 million revenue goal, you know, 5 years out, part of that is inorganic. I mean, is it fair? I mean, I would think there's maybe more to do in EV charging, but also curious kinda what maybe your next priority would be. Obviously, I mean, a big priority is growing this business, you know, but you've talked about in the past solar, energy storage and some other areas. Just some thoughts there would be great. Sure. As we were working on our acquisition strategy and our research, it became very clear to us as we had bounced around and looked at all of the areas you talked about, for us, number one was EV charging. We're really happy to have a great company join us to drive that piece of things. It's not gonna stop our exploration for other alternatives. As we said in the past, we're gonna be smart about acquisitions and do them in a way that we think will help build the company, but also do them in a financially reasonable and sustainable manner. I would say that, you know, we still think down the road, exploration into solar could make sense because of the number of rooftops that many of our customers have. Often, when you start to think about solar, energy storage seems to come into play along with that. We've also talked in the past about horticultural market, which we still think has a lot of potential down the road. We put some of those sort of toward the top of what we're looking at, but we also need to be prudent and digest what we have right now and make sure that we integrate them and do things in a prudent manner. Okay. Thank you. Thanks. Thanks, Eric. Thank you. One moment for our next question. Our next question comes from the line of Amit Dayal from H.C. Wainwright. Your question, please. Thank you. Good afternoon, everyone. Mike, just in terms of, congrats on the deal, by the way. Thank you. In terms of growing this type of a business, you know, service-oriented, deployment-oriented, you know, can you talk about what your needs are from a, you know, personnel point of view, resources point of view? You know, it looks like these guys are in the Northeast right now. If you wanna go national, you know, how are you gonna manage that, execution? Hi, Amit. This is Mike Jenkins. I'll take that question. We're fortunate that Voltrek has a great team in place today. Certainly, as you highlight, as we scale the business and expand it nationally, we will need additional resources. We also have a team that manages our turnkey business that's located down in Jacksonville, Florida. They manage projects and some very substantial complicated projects today on the lighting side. We do think that there's an opportunity to quickly leverage some of those. Very talented people on our team to help scale this business. Certainly as we move forward, we'll be looking to add additional resources in project management, predominantly, capabilities to the team. Understood. Do you have potential leads just from the existing Orion client base that could, you know, you could convert into customers for this offering? Yeah, absolutely. This is a very frequent conversation that we're having with customers these days. As Mike indicated previously, in terms of both the maintenance area and EV, as we've gone down to build platforms in these spaces, they are really the direct result of customer conversations and the priorities that a lot of our customers have today. This is a very timely area of need for our customer base and one that we think we can effectively cross-sell into. Understood. Just maybe last one. Any color on sort of margins in this business, you know, what they are today, and, you know, how you could maybe, improve them in the future as you scale? We think that they're both at the gross margin and adjusted EBITDA margin line, fairly comparable with what our historical performance has been. We think that as we move forward and grow this business, we think that there is room for expansion, similar to what we see for the Orion business moving forward. Okay. Thank you, guys. That's all I have. Appreciate it. Thanks, Amit. Thank you. Thank you. One moment for our next question. Our next question comes on the line. Bill Dezellem from Tieton Capital Management. Your question, please. Thank you. I'd actually like to follow up on that last question. You referenced in your opening remarks that Voltrek's margins would expand as revenues grew. So are we hearing you correctly, that their margins today are a bit higher than yours because your margins are depressed, and I think you said that they are similar to your historic margins, and then that they would grow in the future? If we did hear all that correctly, then you know, how much additional revenue growth do you need before you see their margins expand? Bill, I think that you're correct in that, you know, I used the word historical margins to put in context that, you know, they're certainly performing at a level above what we would be at, certainly from an EBITDA standpoint over the last quarter or two. We expect them to continue to perform at those historical levels that we've seen, you know, prior to the current year and even the second half of last year. I think, you know, as they grow, scale, we would, you know, see incremental expansion along the way. We would not expect to see a dip. I think we'll, you know, just continue to hopefully continue to grow the business and see continual expansion of their margin. That margin expansion basically will go hand in hand with revenue growth from this current level. You don't need a certain amount of time to pass and revenues to grow a certain amount prior to margins expanding? We do not see a need for there to be, you know, time to elapse or to hit a certain revenue level for that to happen. That all comes with the caveat of, you know, things could interrupt that, but our current expectation is that we should be able to achieve margin expansion, you know, from this time moving forward. Very helpful. Thank you, Per. Relative to geographic expansion, you talked a little bit about it, but are you inclined to expand Voltrek geographically or nationally, or would it actually be more effective to make an acquisition or acquisitions in other geographic regions? How do you think about that buy versus build on geographic expansion? The way I think we think about it right now, Bill, is that first, we were influenced and thankful for the geographic footprint that Voltrek has right now, which is heavily in, you know, the Northeast. But the concentration of EV opportunities in the Northeast along the East Coast is huge. So in some respects, there's a tremendous amount of business to go after here. But secondly, when we think about expansion, and it is about turnkey installation, first, we have been doing that on a nationwide basis for Orion for 25 years, and we do that primarily through subcontractors, which is the same thing that Voltrek does. We think once we get our teams working together on how to manage the installation process, that can be taken nationally very simply by working with some existing subcontractors that we use on the lighting installation side. We don't see any reason not to go on a nationwide basis with this because the cost to do that is really just the relationship with the subcontractor. From a supplier standpoint, we don't have any geographic restrictions, so we can go across the country looking from a product standpoint. I think continue to build the East Coast, which is very strong, and then grow out from there. Then on the other side, the maintenance side of our business, which we already are building out on a nationwide basis, that'll be a natural fit. To leverage into the EV charging stations is we currently self-perform in 15 states, and, you know, the ability to take that further with subcontractors and building out our own process. A lot about demand creation, and we think that we're gonna have opportunities across the U.S. for services that Voltrek can do. That's helpful. A couple of just quick follow-ups to that. Is the implication then that you would rather just build out Voltrek rather than making another acquisition for geographic purposes? You may choose for a different reason, but specifically for geographic expansion. Sure. Secondarily, is there enough similarity that you could have the same individual that is doing maintenance on lighting do maintenance on EV charging stations? I mean, it seems like those skill sets are different, but I thought you inferred that maybe there could be crossover. I'll take the questions in reverse order. On the second one, we do feel that there will be the ability with proper training to have service technicians handle both lighting needs, which are heavily electrically oriented, and the EV charging stations themselves. For the most part, we do think we can leverage those and get more density in areas as we build customers on both the EV side and the lighting maintenance side, which continues to show a lot of promise for us, as we speak. On your first question, you know, I don't think we ever rule out anything. We always look at the build versus buy situation. We feel very happy, frankly, and lucky to have joined up with Voltrek right now. Then you always look at how fast can you expand, and is it more worthwhile to find another company in another area the region is doing very, very well. Quite frankly, we did a lot of research, and we talked with a number of companies, and we feel like for the type of company that fit with us, our culture, shared vision, shared strengths and way to go to market, that we could not have found a better partner in Voltrek. Right now it's just growing Voltrek and expanding that as it works for us from a geographical standpoint. You never rule anything out. Thank you, both. Thanks, Bill. Thank you. As a reminder, if you have a question at this time, please press star one one on your telephone. Our next question comes from the line of Andrew Shapiro from Lawndale Capital Management. Your question please. Yeah. Hi. Hi. A few questions for you, if you could. You made reference to the resources that Orion was to provide Voltrek, but you didn't, I think, list them. I was just curious, what are the resources that you feel Voltrek could and will be using from Orion? I'd say the first one to us, and the most perhaps significant is that I believe Voltrek believes that they could grow faster if they could manage more projects in the field because there you know is a lot to do with that. We think having our existing project management capabilities with our construction services team, with the turnkey lighting business is a big piece we can bring and match up with the expertise that Voltrek has, frankly, to be able to do more projects across the country. Bringing the arms and legs to carry out additional projects is one. From a financial standpoint, a capital standpoint, you know, to be able to grow and grow quickly takes capital. We feel we have the balance sheet and the flexibility to provide that capital to help Voltrek grow quickly. It's not a real high capital-intensive business, but still there are needs for financing of working capital. That, I think, is the second piece that we bring. Just, you know, additional leverage from combining some administrative type functions to allow Voltrek to really focus on demand creation and customer service and installation. Okay. With respect to that then with the multiyear earn-out and the fact that some of your implementation and project management resources are to be used, how have you guys negotiated the allocation of those things? Are these gonna be two different profit centers, separate business units in accounting for a while? Well, we considered, you know, all the things that should go into the thresholds for earning the additional potential payments over the next two and a half years, and felt we took all of those things into account when establishing those thresholds. You know, we think that takes those items into account. I think that, you know, we, as the Orion side of the business with our new partners here at Voltrek and our shareholders, we think achievement of those thresholds will result in all of us being very happy at the end of the day. Okay. When you, from a reporting point of view to us investors going forward, do you anticipate, bucketing the kind of the maintenance and project activities with Voltrek, versus, your, I guess, turnkey sales of the lighting? What do you anticipate is the breakouts that you'll be providing to us on a go-forward basis in the coming quarters? I would say we have not made the detailed determination of that. Sitting here today, I would think that we will have an additional reportable segment in the EV space. This will be. Okay. Reported separately. Yeah. That'll be kind of do it. Now, the $1 million of stock that has already been issued, or what's the timing of issuing it, and what are the trading restrictions on those shares that'll be issued? Those will be issued shortly after close, which was yesterday. We do have some customary lockup trading restrictions on those. We don't intend to go through the detail of that. Suffice it to say, Kathleen was excited, and it was important to her to have stock issued as part of the transaction, because she wanted to make sure that everyone understood how aligned she was with the combined companies. We were very pleased to have that alignment and, as I say, look forward to working together as one team as we move forward. When you say customary restrictions, are we talking 30 days, 60 days, six months? Is it unregistered and subject to registration, re-registration? It is a longer-term lockup, and they are restricted from. Okay, excellent. On the earn-out payments, is that solely cash or will that be shares and cash? That is solely cash. Last question. You guys mentioned how this will be accretive. Can you be a little more specific as to accretive, when or how soon do you expect this to be accretive, in the current December quarter or accretive in the calendar year 2023? Or are we talking longer term? I would say it's likely to be accretive in the current year, but certainly from a full fiscal year standpoint moving forward, we would expect it to be accretive. Awesome. Thank you very much. Thank you. Thanks, Andrew. Thank you. One moment for our next question. Our next question comes from the line of Sameer Joshi from H.C. Wainwright. Your question please. Yeah, thanks for taking my questions. Congratulations again. The first question, again, just following up on earn-out payments, are these going to be treated as sort of PP&E expenses, CapEx or operating expenses? If operating expenses, then would you still be accretive on the EPS line? No, that would be on an adjusted basis. We do expect the earn-out payments to be, to flow through expense. From an unadjusted EPS standpoint, there would not be accretion. We would expect to add those back from an adjusted EBITDA standpoint as well. Got it. Just another one. You mentioned the relationship with ChargePoint and ABB. Are these sort of exclusive relationships in terms of this company not being able to sell other companies' equipment? Or can they expand to other EV charging manufacturers as well? Sure. Good question. Those are non-exclusive relationships, but both of them are very strategic. In fact, in the process of going through this acquisition and doing due diligence, we were very impressed with the relationship that Voltrek has with both suppliers, and we view both of them as premier suppliers in the industry. In addition, from other suppliers' standpoint, there are no restrictions from those two great suppliers that doesn't allow Voltrek to buy from other manufacturers of EV charging equipment. There are other really great suppliers that the company currently has. There are no restrictions in that direction either, Sameer. Got it. Thanks a lot, and, congrats once again. Thank you. Thank you. Thank you. This does conclude the question-and-answer session of today's program. I'd like to hand the program back to Mike Altschaefl, Chief Executive Officer, for any further remarks. Great. Thanks a lot. First of all, I really want to again thank Kathleen Connors and her dedicated team at Voltrek for trusting Orion and our team to put our companies together to achieve some great things going forward. I also want to thank everyone for joining the call today on a rather short notice, but we wanted to make sure that we provided everyone with as much information as we could as quickly as we could. We look forward to talking with everybody when we report our Q2 results in November. If you do have any questions, you can always schedule a call with management. Please contact our IR team, and their contact information is in today's press release. We always welcome your interest and appreciate all the great questions we had today. Thanks everybody and have a great rest of the evening. Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.