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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2009oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number: 001-33887
 Orion Energy Systems,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Wisconsin

39-1847269(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)2210 Woodland Drive, Manitowoc, WI

54220(Address of principal executive
    offices)

(Zip Code)   (920) 892-9340
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, no par value

The NASDAQ Global MarketCommon stock purchase rights

The NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    act:
 None
  o þ
  o þ
  þ o
  o o
  þ
    Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller reporting company)

Smaller reporting company o   o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




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FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K, Form 10-K. Form 10-K. Form 10-K.
  
    further deterioration of market conditions;
    dependence on customers capital budgets for sales of
    products and services;
    our ability to compete in a highly competitive market and our
    ability to respond successfully to market competition;
    increasing duration of customer sales cycles;
    the market acceptance of our products and services, including
    the Orion Virtual Power Plant;
    price fluctuations, shortages or interruptions of component
    supplies and raw materials used to manufacture our products;
    loss of one or more key customers or suppliers, including key
    contacts at such customers;
    a reduction in the price of electricity;
    the cost to comply with, and the effects of, any current and
    future government regulations, laws and policies;
    increased competition from government subsidies of alternative
    energy products and utility incentive programs;
    our ability to effectively manage our anticipated
    growth; and
    potential warranty claims.     2




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##### 



ORION
    ENERGY SYSTEMS, INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED MARCH 31, 2009
  Table of
    Contents
  PagePART IItem 1

Business


4Item 1A

Risk Factors


15Item 1B

Unresolved Staff Comments


24Item 2

Properties


24Item 3

Legal Proceedings


24Item 4

Submission of Matters to a Vote of Security
    Holders


25PART IIItem 5

Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


25Item 6

Selected Financial Data


28Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A

Quantitative and Qualitative Disclosures About
    Market Risk


49Item 8

Financial Statements and Supplementary Data


50Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


81Item 9A

Controls and Procedures


81Item 9B

Other Information


82PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


82Item 11

Executive Compensation


82Item 12

Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


82Item 13

Certain Relationships and Related Transactions,
    and Director Independence


82Item 14

Principal Accountant Fees and Services


82PART IVItem 15

Exhibits and Financial Statement Schedules


83Signatures


87EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   3




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ITEM 1.
    BUSINESS  The following business overview is qualified in its entirety
    by the more detailed information included elsewhere or
    incorporated by reference in this Annual Report on
    Form 10-K.
    As used herein, unless otherwise expressly stated or the context
    otherwise requires, all references to Orion,
    we, us, our, the
    Company and similar references are to Orion Energy
    Systems, Inc. and its consolidated subsidiaries.
  Overview
  Coca-Cola
     4




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##### Table of Contents



Cumulative fromDecember 1, 2001through March 31, 2009(In thousands, unaudited)HIF lighting systems sold(1)


1,477Total units sold (including HIF lighting systems)


1,908Customer kilowatt demand reduction(2)


435Customer kilowatt hours saved(2)(3)


7,500,397Customer electricity costs saved(4)

$
577,531Indirect carbon dioxide emission reductions from customers
    energy savings (tons)(5)


4,985Square footage retrofitted(6)


756,955     (1)
    
    HIF lighting systems includes all HIF units sold
    under the brand name Compact Modular and its
    predecessor, Illuminator.(2)
    
    A substantial majority of our HIF lighting systems, which
    generally operate at approximately 224 watts per six-lamp
    fixture, are installed in replacement of HID fixtures, which
    generally operate at approximately 465 watts per fixture in
    commercial and industrial applications. We calculate that each
    six-lamp HIF lighting system we install in replacement of an HID
    fixture generally reduces electricity consumption by
    approximately 241 watts (the difference between 465 watts and
    224 watts). In retrofit projects where we replace fixtures other
    than HID fixtures, or where we replace fixtures with products
    other than our HIF lighting systems (which other products
    generally consist of products with lamps similar to those used
    in our HIF systems, but with varying frames, ballasts or power
    packs), we generally achieve similar wattage reductions (based
    on an analysis of the operating wattages of each of our fixtures
    compared to the operating wattage of the fixtures they typically
    replace). We calculate the amount of kilowatt demand reduction
    by multiplying (i) 0.241 kilowatts per six-lamp equivalent
    unit we install by (ii) the number of units we have
    installed in the period presented, including products other than
    our HIF lighting systems (or a total of approximately
    1.9 million units).(3)
    
    We calculate the number of kilowatt hours saved on a cumulative
    basis by assuming the demand (kW) reduction for each fixture and
    assuming that each such unit has averaged 7,500 annual operating
    hours since its installation.(4)
    
    We calculate our customers electricity costs saved by
    multiplying the cumulative total customer kilowatt hours saved
    indicated in the table by $0.077 per kilowatt hour. The national
    average rate for 2008, which is the most current full year for
    which this information is available, was $0.0982 per kilowatt
    hour according to the United States Energy Information
    Administration.(5)
    
    We calculate this figure by multiplying (i) the estimated
    amount of carbon dioxide emissions that result from the
    generation of one kilowatt hour of electricity (determined using
    the Emissions and Generation Resource Integration Database, or
    EGrid, prepared by the United States Environmental Protection
    Agency), by (ii) the number of customer kilowatt hours
    saved as indicated in the table.(6)
    
    Based on 1.9 million total units sold, which contain a
    total of approximately 9.5 million lamps. Each lamp
    illuminates approximately 75 square feet. The majority of
    our installed fixtures contain six lamps and typically
    illuminate approximately 450 square feet.  Our
    Industry
   5




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Todays
    Electricity Market
  Growing Demand for Electricity. $
  Challenges to Capacity Expansion.
      Underinvestment in Electricity Transmission and
    Distribution.
  High Electricity Costs.
 6




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Our
    Market Opportunity
    
    Thirty-eight states have, through legislation or regulation,
    ordered utilities to design and fund programs that promote or
    deliver energy efficiency. In addition, Michigan, Pennsylvania,
    Virginia, North Carolina, South Carolina and Tennessee are all
    in the process of developing and implementing programs for
    launch in 2009 or 2010.
    According to the Federal Energy Regulatory Commission, or FERC,
    18 states have implemented, or are in the process of
    implementing Energy Efficiency Resource Standards, or EERS, or
    have an energy efficiency component to the Renewable Portfolio
    Standard, or RPS, which generally require utilities to allocate
    funds to energy efficiency programs to meet near-term savings
    targets set by state governments or regulatory authorities.
    In recent years, there has also been an increasing focus on
    decoupling, a regulatory initiative designed to
    break the linkage between utility kWh sales and revenues, in
    order to remove the disincentives for utilities to promote load
    reducing initiatives. Decoupling aims to encourage utilities to
    actively promote energy efficiency by allowing utilities to
    generate revenues and returns on investment from employing
    energy management solutions. As of December 31, 2008,
    21 states had adopted or are adopting some form of
    decoupling for electric utilities.      The
    Role of Lighting
   7




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Our
    Solution
  50/50 Value Proposition.
  Multi-Facility Roll-Out Capability.
  Rapid Payback Period.
  Comprehensive Energy Management System.
  Easy Installation, Implementation and
    Maintenance. plug-and-play
  Base and Peak Load Relief for Utilities.
  Environmental Benefits.
 8




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Our
    Competitive Strengths
  Compelling Value Proposition.
  Large and Growing Customer Base.
  Systematized Sales Process.
  Innovative Technology.
  Strong, Experienced Leadership Team.
  Innovative Financing Solutions.
 9




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Efficient, Scalable Manufacturing Process.
  Our
    Growth Strategies
  Leverage Existing Customer Base.
  Target Additional Customers.
    Provide Load Relief to Utilities and Grid
    Operators.
  Continue to Improve Operational
    Efficiencies.
 10




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Develop New Sources of Revenue.
  Products
    and Services
    Products
    The Compact Modular.
      InteLite Wireless Controls.
 11




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Apollo Solar Light Pipe.
  Other Products.
    Services
    
    comprehensive site assessment, which includes a review of the
    current lighting requirements and energy usage at the
    customers facility;
    site field verification, where we perform a test implementation
    of our energy management system at a customers facility
    upon request;
    utility incentive and government subsidy management, where we
    assist our customers in identifying, applying for and obtaining
    available utility incentives or government subsidies;
    engineering design, which involves designing a customized system
    to suit our customers facility lighting and energy
    management needs, and providing the customer with a written
    analysis of the potential energy savings and lighting and
    environmental benefits associated with the designed system;
    project management, which involves our working with the
    electrical contractor in overseeing and managing all phases of
    implementation from delivery through installation for a single
    facility or through multi-facility roll-outs tied to a defined
    project schedule;
    installation services, which we provide through our national
    network of qualified third-party installers; and
    recycling in connection with our retrofit installations, where
    we remove, dispose of and recycle our customers legacy
    lighting fixtures.     12




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Our
    Customers
    American Standard International Inc.

Ecolab, Inc.

OfficeMax, Inc.

SYSCO Corp.Anheuser-Busch Co.

Gap, Inc.

Pepsi Americas Inc.

Textron, Inc.Avery Dennison Corporation

General Electric Co.

Sealed Air Corp.

Toyota Motor Corp.Big Lots Inc.

Kraft Foods Inc.

Sherwin-Williams Co.

United Stationers Inc.Coca-Cola
    Enterprises Inc.

Miller Coors



U.S. FoodserviceNewell Rubbermaid Inc.   Coca-Cola
  Sales and
    Marketing
            Competition
   13




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Intellectual
    Property
    
    Portions of our core HIF lighting technology (including our
    optically efficient reflector and some of our thermally
    efficient fixture I-frame constructions) are patented with
    additional patents pending.
    Our ballast assembly method is patent pending.
    Our light pipe technology and its manufacturing methods are
    patented with additional patents pending.
    Our wireless lighting control system is patent pending.
    The technology and methodology of our OVPP financing program is
    patent pending.      Manufacturing
    and Distribution
   14




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Research
    and Development
    Regulation
      Our
    Corporate and Other Available Information
  www.oriones.com Form 10-K, Form 10-Q, Form 8-K
  Employees
    ITEM 1A.
    RISK
    FACTORS  You should carefully consider the risk factors set forth
    below and in other reports that we file from time to time with
    the Securities and Exchange Commission and the other information
    in this Annual Report on
    Form 10-K.
    The matters discussed in the risk factors, and additional risks
    and uncertainties not currently known to us or that we
 15




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currently deem immaterial, could have a material adverse
    effect on our business, financial condition, results of
    operation and future growth prospects and could cause the
    trading price of our common stock to decline.
  Adverse
    conditions in the global economy and disruption of financial
    markets have negatively impacted, and could continue to
    negatively impact, our customers, suppliers, and our
    business.
    Adverse
    market conditions have led to increasing duration of customer
    sales cycles, limitations on customer capital budgets, closure
    of facilities and the loss of key contacts due to workforce
    reductions at existing and prospective customers.
    The
    acceptance of our Orion Virtual Power Plant product could expose
    us to additional customer credit risk and impact our financial
    results.
  and/or
  We
    have a limited operating history, have previously incurred net
    losses, and only recently achieved profitability that we may not
    be able to sustain.
   16




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start-up
  We
    operate in a highly competitive industry and if we are unable to
    compete successfully our revenue and profitability will be
    adversely affected.
      Our
    success is largely dependent upon the skills, experience and
    efforts of our senior management, and the loss of their services
    could have a material adverse effect on our ability to expand
    our business or to maintain profitable operations.
   17




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The
    success of our business depends on the market acceptance of our
    energy management products and services.
    Our
    products use components and raw materials that may be subject to
    price fluctuations, shortages or interruptions of
    supply.
    We
    depend on a limited number of key suppliers.
    We
    experienced component quality problems related to certain
    suppliers in the past, and our current suppliers may not deliver
    satisfactory components in the future.
   18




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We
    depend upon a limited number of customers in any given period to
    generate a substantial portion of our revenue.
  Coca-Cola
  Product
    liability claims could adversely affect our business, results of
    operations and financial condition.
    We
    depend on our ability to develop new products and
    services.
    We may
    pursue acquisitions and investments in new product lines,
    businesses or technologies that involve numerous risks, which
    could disrupt our business or adversely affect our financial
    condition and results of operations.
   19




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We are
    currently subject to securities class action litigation, the
    unfavorable outcome of which may have a material adverse effect
    on our financial condition, results of operations and cash
    flows.
    Our
    inability to protect our intellectual property, or our
    involvement in damaging and disruptive intellectual property
    litigation, could adversely affect our business, results of
    operations and financial condition or result in the loss of use
    of the product or service.
           20




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If the
    price of electricity decreases, there may be less demand for our
    products and services.
    We may
    face additional competition if government subsidies and utility
    incentives for renewable energy increase or if such sources of
    energy are mandated.
    If our
    information technology systems fail, or if we experience an
    interruption in their operation, then our business, results of
    operations and financial condition could be materially adversely
    affected.
    
    earthquake, fire, flood and other natural disasters;
    employee or other theft;
    attacks by computer viruses or hackers;
    power outages; and
    computer systems, internet, telecommunications or data network
    failure.    We own
    and operate an industrial property that we purchased in 2004
    and, if any environmental contamination is discovered, we could
    be responsible for remediation of the property.
   21




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The
    cost of compliance with environmental laws and regulations and
    any related environmental liabilities could adversely affect our
    results of operations or financial condition.
    Our
    retrofitting process frequently involves responsibility for the
    removal and disposal of components containing hazardous
    materials.
    We
    expect our quarterly revenue and operating results to fluctuate.
    If we fail to meet the expectations of market analysts or
    investors, the market price of our common stock could decline
    substantially, and we could become subject to additional
    securities litigation.
    Our
    ability to use our net operating loss carryforwards will be
    subject to limitation.
   22




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If
    securities or industry analysts do not publish research or
    publish inaccurate or unfavorable research about our business,
    our stock price and trading volume could decline.
    The
    market price of our common stock could be adversely affected by
    future sales of our common stock in the public market by our
    executive officers and directors.
    Anti-takeover
    provisions included in the Wisconsin Business Corporation Law,
    provisions in our amended and restated articles of incorporation
    or bylaws and the common share purchase rights that accompany
    shares of our common stock could delay or prevent a change of
    control of our company, which could adversely impact the value
    of our common stock and may prevent or frustrate attempts by our
    shareholders to replace or remove our current board of directors
    or management.
        We may
    fail to comply with the financial and operating covenants in our
    credit agreement, which could result in our being unable to
    borrow under the agreement and other negative
    consequences.
   23




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS         24




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price
    Range of our Common Stock
    High

LowFiscal 2008Third Quarter (beginning December 19, 2007)

$
22.46


$
16.86Fourth Quarter

$
20.51


$
6.56Fiscal 2009First Quarter

$
13.35


$
9.01Second Quarter

$
10.25


$
4.48Third Quarter

$
5.94


$
2.76Fourth Quarter

$
5.67


$
2.94   Shareholders
    Dividend
    Policy
    Use of
    Proceeds from our Public Offering
  Form S-1 No. 333-145569)
   25




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Equity
    Compensation Plan Information
  Number ofSecuritiesNumber of



Remaining AvailableSecurities to be



for FutureIssued upon

Weighted-Average

Issuances under theExercise of

Exercise Price of

Equity CompensationPlan Category

Outstanding Options

Outstanding Options

PlansEquity Compensation plans approved by security holders(1)


3,680,945


$
3.40



1,070,954     (1)
    
    Approved before our initial public offering.  Issuer
    Purchase of Equity Securities
    Total Number

Maximum Dollarof Shares

Amount thatPurchased as Part

may yet beAverage

of Publicly

Purchased underTotal Number of

Price Paid

Announced Plans

the Plans orPeriod

Shares Purchased

per Share

or Programs(1)

ProgramsJanuary 1  January 31, 2009





$







$
7,084,000February 1  February 28, 2009


1,711,876


$
4.03



1,711,876


$
185,000March 1  March 31, 2009





$







$
185,000     (1)
    
    In July 2008, our Board of Directors authorized a stock
    repurchase plan providing for the repurchase of up to
    $20 million of shares of our outstanding common stock and,
    in December 2008, our Board of Directors authorized the
    repurchase of up to an additional $10 million of our
    outstanding common stock. The plan had no expiration date, but
    as of March 31, 2009, we had committed to repurchase
    approximately the maximum dollars permitted under the plan.  Unregistered
    Sales of Securities
   26




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Stock
    Price Performance Graph
    
  December 19,


March 31,


March 31,2007


2008


2009Orion Energy Systems, Inc.


$
100



$
73



$
34Russell 2000 Index


$
100



$
91



$
57NASDAQ Clean Edge Green Energy Index


$
100



$
78



$
36  27




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K, Form 10-K.
  Fiscal Year Ended March 31,2005


2006


2007


2008


2009(In thousands, except per share amounts)Consolidated statements of operations data:Product revenue

$
19,628


$
29,993


$
40,201


$
65,359


$
63,008Service revenue


2,155



3,287



7,982



15,328



9,626Total revenue


21,783



33,280



48,183



80,687



72,634Cost of product revenue(1)


12,099



20,225



26,511



42,127



42,235Cost of service revenue


1,944



2,299



5,976



10,335



6,801Total cost of revenue


14,043



22,524



32,487



52,462



49,036Gross profit


7,740



10,756



15,696



28,225



23,598General and administrative expenses(1)


3,461



4,875



6,162



10,200



10,451Sales and marketing expenses(1)


5,416



5,991



6,459



8,832



11,261Research and development expenses(1)


213



1,171



1,078



1,832



1,942Income (loss) from operations


(1,350
)


(1,281
)


1,997



7,361



(56
)Interest expense


570



1,051



1,044



1,390



167Dividend and interest income


3



5



201



1,189



1,661Income (loss) before income tax and cumulative effect of change
    in accounting principle


(1,917
)


(2,327
)


1,154



7,160



1,438Income tax expense (benefit)


(702
)


(762
)


225



2,750



927Income (loss) before cumulative change in accounting principle


(1,215
)


(1,565
)


929



4,410



511Cumulative effect of change in accounting principle, net


(57
)














Net income (loss)


(1,272
)


(1,565
)


929



4,410



511Accretion of redeemable preferred stock and preferred stock
    dividends(2)


(104
)


(3
)


(201
)


(225
)


Conversion of preferred stock(3)


(972
)






(83
)






Participation rights of preferred stock in undistributed
    earnings(4)










(205
)


(775
)


Net income (loss) attributable to common shareholders

$
(2,348
)

$
(1,568
)

$
440


$
3,410


$
511Net income (loss) per share attributable to common shareholders:Basic

$
(0.36
)

$
(0.18
)

$
0.05


$
0.22


$
0.02Diluted

$
(0.36
)

$
(0.18
)

$
0.05


$
0.19


$
0.02Weighted-average shares outstanding:Basic


6,470



8,524



9,080



15,548



25,352Diluted


6,470



8,524



16,433



23,454



27,445  28




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##### Table of Contents



As of March 31,2005

2006

2007

2008

2009(In thousands)Consolidated balance sheet data:Cash and cash equivalents

$
493


$
1,089


$
285


$
78,312


$
36,163Short-term investments














2,404



6,490Total assets


21,397



24,738



33,583



130,702



103,722Long-term debt, less current maturities


7,921



10,492



10,603



4,473



3,647Temporary equity (Series C convertible redeemable preferred
    stock)










4,953







Series A convertible preferred stock


116



116











Series B convertible preferred stock


4,167



5,591



5,959







Shareholder notes receivable


(246
)


(398
)


(2,128
)






Shareholders equity

$
5,699


$
6,622


$
9,355


$
113,190


$
88,695     (1)
    
    Includes stock-based compensation expense recognized under
    SFAS 123(R) as follows:  Fiscal Year Ended March 31,2007


2008


2009(In thousands)Cost of product revenue

$
24


$
122


$
269General and administrative expenses


154



852



676Sales and marketing expenses


153



375



587Research and development expenses


32



42



45Total stock-based compensation expense

$
363


$
1,391


$
1,577   (2)
    
    For fiscal 2007 and 2008, represents the impact attributable to
    the accretion of accumulated dividends on our Series C
    preferred stock, plus accumulated dividends on our Series A
    preferred stock prior to its conversion into common stock on
    March 31, 2007. The Series C preferred converted
    automatically into common stock on a one-for-one basis upon the
    closing of our IPO and our obligation to pay accumulated
    dividends was extinguished. For fiscal 2005 and 2006, represents
    accumulated dividends on our Series A preferred stock prior
    to its conversion into common stock. See Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Revenue and Expense
    Components  Accretion of Preferred Stock and
    Preferred Stock Dividends.(3)
    
    Represents the estimated fair market value of the premium paid
    to holders of Series A preferred stock upon induced
    conversion. See Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Revenue and Expense Components  Conversion of
    Preferred Stock.(4)
    
    Represents undistributed earnings allocated to participating
    preferred shareholders as described under
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Revenue and
    Expense Components  Participation Rights of Preferred
    Stock in Undistributed Earnings. All of our preferred
    stock converted automatically into common stock on a one-for-one
    basis upon the closing of our IPO, thereby ending our
    requirement to allocate any undistributed earnings to our
    preferred shareholders. 29




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion together with the
    financial statements, including the related notes, and the other
    financial information appearing elsewhere in this Annual Report
    on
    Form 10-K.
    See also Forward-Looking Statements and
    Item 1A. Risk Factors.
  Overview
      Coca-Cola
        Revenue
    and Expense Components
  Revenue.
 30




---



##### Table of Contents



Backlog.
 31




---



##### Table of Contents



Cost of Revenue.
  Gross Margin.
  Operating Expenses.
       32




---



##### Table of Contents



Accounting for Stock Issued to
    Employees
  Interest Expense.
  Dividend and Interest Income.
  Income Taxes.
   33




---



##### Table of Contents



Accretion of Preferred Stock and Preferred Stock
    Dividends.
  Conversion of Preferred Stock.
  Participation Rights of Preferred Stock in Undistributed
    Earnings. No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement No. 128
 34




---



##### Table of Contents



Results
    of Operations
    Fiscal Year Ended March 31,2007


2008





2009% of





% of


%





% of


%Amount


Revenue


Amount


Revenue


Change


Amount


Revenue


Change(Dollars in thousands)Product revenue

$
40,201



83.4
%

$
65,359



81.0
%


62.6
%

$
63,008



86.7
%


(3.6
)%Service revenue


7,982



16.6
%


15,328



19.0
%


92.0
%


9,626



13.3
%


(37.2
)%Total revenue


48,183



100.0
%


80,687



100.0
%


67.5
%


72,634



100.0
%


(10.0
)%Cost of product revenue


26,511



55.0
%


42,127



52.2
%


58.9
%


42,235



58.1
%


0.3
%Cost of service revenue


5,976



12.4
%


10,335



12.8
%


73.0
%


6,801



9.4
%


(34.2
)%Total cost of revenue


32,487



67.4
%


52,462



65.0
%


61.5
%


49,036



67.5
%


(6.5
)%Gross profit


15,696



32.6
%


28,225



35.0
%


79.8
%


23,598



32.5
%


(16.4
)%General and administrative expenses


6,162



12.8
%


10,200



12.6
%


65.5
%


10,451



14.4
%


2.5
%Sales and marketing expenses


6,459



13.4
%


8,832



10.9
%


36.7
%


11,261



15.5
%


27.5
%Research and development expenses


1,078



2.2
%


1,832



2.3
%


69.9
%


1,942



2.7
%


6.0
%Income (loss) from operations


1,997



4.1
%


7,361



9.1
%


268.6
%


(56
)


(0.1
)%


(100.8
)%Interest expense


(1,044
)


2.2
%


(1,390
)


1.7
%


33.1
%


(167
)


0.2
%


(88.0
)%Dividend and interest income


201



0.4
%


1,189



1.5
%


491.5
%


1,661



2.3
%


39.7
%Income before income tax


1,154



2.4
%


7,160



8.9
%


520.5
%


1,438



2.0
%


(79.9
)%Income tax expense


225



0.5
%


2,750



3.4
%


NM



927



1.3
%


(66.3
)%Net income


929



1.9
%


4,410



5.5
%


374.7
%


511



0.7
%


(88.4
)%Accretion of redeemable preferred stock and preferred stock
    dividends


(201
)


(0.4
)%


(225
)


(0.3
)%


11.9
%






0.0
%


100.0
%Conversion of preferred stock


(83
)


(0.2
)%






0.0
%


NM







0.0
%


0.0
%Participation rights of preferred stock in undistributed earnings


(205
)


(0.4
)%


(775
)


(1.0
)%


182.8
%






0.0
%


100.0
%Net income attributable to common shareholders

$
440



0.9
%

$
3,410



4.2
%


819.1
%

$
511



0.7
%


(85.0
)%       Fiscal
    2009 Compared to Fiscal 2008
  Revenue.
  Cost of Revenue.
  Gross Margin.
 35




---



##### Table of Contents



Operating
    Expenses
  General and Administrative.
  Sales and Marketing.
  Research and Development.
  Interest Expense.
  Dividend and Interest Income.
  Income Taxes.
  Fiscal 2008
    Compared to Fiscal 2007
  Revenue.
 36




---



##### Table of Contents



Cost of Revenue.
  Gross Margin.
  Operating
    Expenses
  General and Administrative.
  Sales and Marketing.
  Research and Development.
  Interest Expense.
  Dividend and Interest Income.
  Income Taxes.
  Accretion of Preferred Stock and Preferred Stock
    Dividends.
 37




---



##### Table of Contents



Quarterly
    Results of Operations
  Form 10-K.
  For the Three Months EndedJune 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,2007


2007


2007


2008


2008


2008


2008


2009(In thousands, unaudited)Product revenue

$
14,505


$
14,247


$
18,934


$
17,673


$
12,889


$
17,280


$
20,671


$
12,168Service revenue


2,216



4,158



4,377



4,577



3,217



1,480



1,704



3,225Total revenue


16,721



18,405



23,311



22,250



16,106



18,760



22,375



15,393Cost of product revenue


9,446



9,375



12,224



11,082



8,613



11,467



13,644



8,511Cost of service revenue


1,672



2,709



2,833



3,121



2,296



958



1,311



2,236Total cost of revenue


11,118



12,084



15,057



14,203



10,909



12,425



14,955



10,747Gross profit


5,603



6,321



8,254



8,047



5,197



6,335



7,420



4,646General and administrative expenses


1,571



1,907



3,288



3,434



2,615



2,893



2,438



2,505Sales and marketing expenses


2,111



1,938



2,260



2,523



2,652



2,771



2,741



3,097Research and development expenses


437



443



454



498



418



373



347



804Income (loss) from operations


1,484



2,033



2,252



1,592



(488
)


298



1,894



(1,760
)Interest expense


295



329



648



118



67



41



33



26Dividend and interest income


40



154



286



709



617



550



325



169Income (loss) before income tax


1,229



1,858



1,890



2,183



62



807



2,186



(1,617
)Income tax expense (benefit)


481



805



737



727



28



354



1,032



(487
)Net income (loss)


748



1,053



1,153



1,456



34



453



1,154



(1,130
)Accretion of redeemable preferred stock and preferred stock
    dividends


(75
)


(75
)


(75
)


















Conversion of preferred stock






























Participation rights of preferred stock in undistributed earnings


(219
)


(292
)


(264
)


















Net income (loss) attributable to common shareholders

$
454


$
686


$
814


$
1,456


$
34


$
453


$
1,154


$
(1,130
)   June 30,

Sept. 30,

Dec. 31,

Mar. 31,

June 30,

Sept. 30,

Dec. 31,

Mar. 31,2007

2007

2007

2008

2008

2008

2008

2009(Unaudited)Product revenue


86.7
%


77.4
%


81.2
%


79.4
%


80.0
%


92.1
%


92.4
%


79.0
%Service revenue


13.3
%


22.6
%


18.8
%


20.6
%


20.0
%


7.9
%


7.6
%


21.0
%Total revenue


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of product revenue


56.5
%


50.9
%


52.4
%


49.8
%


53.5
%


61.1
%


61.0
%


55.3
%Cost of service revenue


10.0
%


14.8
%


12.2
%


14.0
%


14.3
%


5.1
%


5.9
%


14.5
%Total cost of revenue


66.5
%


65.7
%


64.6
%


63.8
%


67.7
%


66.2
%


66.8
%


69.8
%Gross margin


33.5
%


34.3
%


35.4
%


36.2
%


32.3
%


33.8
%


33.2
%


30.2
%General and administrative expenses


9.4
%


10.4
%


14.1
%


15.4
%


16.2
%


15.4
%


10.9
%


16.3
%Sales and marketing expenses


12.6
%


10.5
%


9.7
%


11.3
%


16.4
%


14.8
%


12.3
%


20.1
%Research and development expenses


2.6
%


2.4
%


1.9
%


2.2
%


2.6
%


2.0
%


1.6
%


5.2
%Income (loss) from operations


8.9
%


11.0
%


9.7
%


7.2
%


(3.0
)%


1.6
%


8.4
%


(11.4
)%Interest expense


1.7
%


1.8
%


2.8
%


0.5
%


0.4
%


0.2
%


0.1
%


0.2
%Dividend and interest income


0.2
%


0.9
%


1.2
%


3.2
%


3.8
%


2.9
%


1.5
%


1.1
%Income (loss) before income tax


7.4
%


10.1
%


8.1
%


9.8
%


0.4
%


4.3
%


9.8
%


(10.5
)%Income tax expense (benefit)


2.9
%


4.4
%


3.2
%


3.3
%


0.2
%


1.9
%


4.6
%


(3.2
)%Net income (loss)


4.5
%


5.7
%


4.9
%


6.5
%


0.2
%


2.4
%


5.2
%


(7.3
)%Accretion of redeemable preferred stock and preferred stock
    dividends


(0.5
)%


(0.4
)%


(0.3
)%


















Conversion of preferred stock






























Participation rights of preferred stock in undistributed earnings


(1.3
)%


(1.6
)%


(1.1
)%


















Net income (loss) attributable to common shareholders


2.7
%


3.7
%


3.5
%


6.5
%


0.2
%


2.4
%


5.2
%


(7.3
)%  38




---



##### Table of Contents



Liquidity
    and Capital Resources
  Overview
  Form 10-K,
      Cash
    Flows
    Fiscal Year Ended March 31,2007


2008


2009(In thousands)Operating activities

$
(6,234
)

$
(1,362
)

$
3,239Investing activities


(969
)


(7,437
)


(17,873
)Financing activities


6,399



86,826



(27,515
)Increase (decrease) in cash and cash equivalents

$
(804
)

$
78,027


$
(42,149
)  39




---



##### Table of Contents



Cash Flows Related to Operating
    Activities.
  Cash Flows Related to Investing
    Activities.
  Cash Flows Related to Financing
    Activities.
      Working
    Capital
    Indebtedness
   40




---



##### Table of Contents



41




---



##### Table of Contents



Capital
    Spending
    Contractual
    Obligations
    Payments Due by PeriodLess than








More thanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Bank debt obligations

$
4,235


$
595


$
1,248


$
1,045


$
1,347Capital lease obligations


227



220



7







Cash interest payments on debt and capital leases


1,160



229



349



219



363Operating lease obligations


3,940



1,297



1,879



525



239Purchase order and cap-ex commitments(1)


8,790



7,615



1,175







Total

$
18,352


$
9,956


$
4,658


$
1,789


$
1,949     (1)
    
    Reflects non-cancellable purchase commitments in the amount of
    $7.4 million for certain inventory items entered into in
    order to secure better pricing and ensure materials on hand and
    capital expenditure commitments in the amount of
    $1.1 million for the completion of the new technology
    center at our Manitowoc facility and improvements to information
    technology systems.    Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
   42




---



##### Table of Contents



Revenue Recognition.
    Inventories. first-in,
  Allowance for Doubtful Accounts.
  Investments. Fair Value
    Measurements Effective Date
    of FASB Statement No. 157 No. 157-2),
 43




---



##### Table of Contents




    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Inputs other than Level 1 that are
    observable, either directly or indirectly, such as quoted prices
    for similar assets or liabilities; quoted prices in markets that
    are not active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities.
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities.    Stock-Based Compensation. Accounting for Stock Issued to Employees Accounting for Stock-Based
    Compensation  Transition and Disclosure 
    an Amendment of Financial Accounting Standards Board, or FASB,
    Statement No. 123
  Share-Based Payment
    Fiscal Year Ended March 31,2007

2008

2009Expected term


6.6 Years



4.0 Years



5.7 YearsRisk-free interest rate


4.62
%


3.92
%


3.01
%Estimated volatility


60
%


60
%


60
%Estimated forfeiture rate


6
%


6
%


2
%Expected dividend yield


0
%


0
%


0
%    44




---



##### Table of Contents



45




---



##### Table of Contents



46




---



##### Table of Contents



Common Stock Warrants.
  Accounting for Income Taxes.
        Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
 47




---



##### Table of Contents



Recent
    Accounting Pronouncements
  142-3, Determination of the Useful Life of Intangible Assets FAS 142-3), Goodwill and Other Intangible
    Assets. FAS 142-3, FAS 142-3 FAS 142-3
  Accounting for Assets Acquired and
    Liabilities Assumed in a Business Combination that Arise from
    Contingencies Business Combinations
  FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments. FAS 107-1 28-1 Disclosures about Fair Value of
    Financial Instruments FAS 107-1 28-1 FAS 107-1 28-1
  FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than Temporary
    Impairments FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2
  FAS 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are not Orderly FAS 157-4 Fair Value
    Measurements FAS 157-4 FAS 157-4
  Subsequent Events
 48




---



##### Table of Contents



Item 7A
    Quantitative
    and Qualitative Disclosure About Market Risk    Inflation.
  Foreign Exchange Risk.
  Interest Rate Risk.
    Commodity Price Risk. 24-month
 49




---



##### Table of Contents



ITEM 8.
    INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS  PageNumberReports of Independent Registered Public
    Accounting Firm


51Consolidated Balance Sheets


53Consolidated Statements of Operations


54Consolidated Statements of Temporary Equity and
    Shareholders Equity


55Consolidated Statements of Cash Flows


56Notes to Consolidated Financial Statements


57  50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
       51




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
        Internal Control  Integrated Framework
         52




---



##### Table of Contents



ORION
    ENERGY SYSTEMS, INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  March 31,2008


2009(In thousands, except share and per share amounts)AssetsCash and cash equivalents

$
78,312


$
36,163Short-term investments


2,404



6,490Accounts receivable, net of allowances of $79 and $222


17,666



11,572Inventories


16,789



20,232Deferred tax assets


286



548Prepaid expenses and other current assets


1,439



3,369Total current assets


116,896



78,374Property and equipment, net


11,539



22,999Patents and licenses, net


388



1,404Investment


794



Deferred tax assets


1,000



593Other long-term assets


85



352Total assets

$
130,702


$
103,722Liabilities and Shareholders EquityAccounts payable

$
7,521


$
7,817Accrued expenses


4,242



2,315Current maturities of long-term debt


843



815Total current liabilities


12,606



10,947Long-term debt, less current maturities


4,473



3,647Other long-term liabilities


433



433Total liabilities


17,512



15,027Commitments and contingencies (See Note G)Shareholders equity:Preferred stock, $0.01 par value: Shares authorized:
    30,000,000 shares at March 31, 2008 and March 31,
    2009; no shares issued and outstanding at March 31, 2008
    
    and 2009






Common stock, no par value: Shares authorized: 200,000,000 at
    March 31, 2008 
    and 2009; shares issued: 27,339,414 and 28,875,879 at
    March 31, 2008 and 2009; shares outstanding: 26,963,408 and
    21,528,783 at March 31, 2008 and 2009






Additional paid-in capital


114,090



118,907Treasury stock: 376,006 common shares at March 31, 2008 and
    7,347,096 at March 31, 2009


(1,739
)


(31,536
)Accumulated other comprehensive loss


(6
)


(32
)Retained earnings


845



1,356Total shareholders equity


113,190



88,695Total liabilities and shareholders equity

$
130,702


$
103,722    53




---



##### Table of Contents



ORION
    ENERGY SYSTEMS, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Fiscal Year Ended March 31,2007


2008


2009(In thousands, except share and per share amounts)Product revenue

$
40,201


$
65,359


$
63,008Service revenue


7,982



15,328



9,626Total revenue


48,183



80,687



72,634Cost of product revenue


26,511



42,127



42,235Cost of service revenue


5,976



10,335



6,801Total cost of revenue


32,487



52,462



49,036Gross profit


15,696



28,225



23,598Operating expenses:General and administrative


6,162



10,200



10,451Sales and marketing


6,459



8,832



11,261Research and development


1,078



1,832



1,942Total operating expenses


13,699



20,864



23,654Income (loss) from operations


1,997



7,361



(56
)Other income (expense):Interest expense


(1,044
)


(1,390
)


(167
)Dividend and interest income


201



1,189



1,661Total other income (expense)


(843
)


(201
)


1,494Income before income tax


1,154



7,160



1,438Income tax expense


225



2,750



927Net income


929



4,410



511Accretion of redeemable preferred stock and preferred stock
    dividends


(201
)


(225
)


Conversion of preferred stock


(83
)






Participation rights of preferred stock in undistributed earnings


(205
)


(775
)


Net income attributable to common shareholders

$
440


$
3,410


$
511Basic net income per share attributable to common shareholders

$
0.05


$
0.22


$
0.02Weighted-average common shares outstanding


9,080,461



15,548,189



25,351,839Diluted net income per share attributable to common shareholders

$
0.05


$
0.19


$
0.02Weighted-average common shares and share equivalents outstanding


16,432,647



23,453,803



27,445,290    54




---



##### Table of Contents



ORION
    ENERGY SYSTEMS, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF TEMPORARY EQUITY AND SHAREHOLDERS
    EQUITY  Temporary Equity


Shareholders EquitySeries C














Common Stock








AccumulatedRedeemable


Preferred Stock





Additional





Shareholder


Other


Retained


TotalPreferred Stock


Series A


Series B





Paid-in


Treasury


Notes


Comprehensive


Earnings


ShareholdersShares


Amount


Shares


Amount


Shares


Amount


Shares


Capital


Stock


Receivable


Loss


(Deficit)


Equity(In thousands, except share amounts)Balance, March 31, 2006





$




20,000


$
116



2,847,400


$
5,591



8,920,900


$
5,859


$
(345
)

$
(398
)

$



$
(4,201
)

$
6,622Issuance of stock and warrants


1,818,182



4,755











142,430



368



























368Exercise of stock options and warrants for cash and notes


























3,064,809



2,582







(1,753
)










829Conversion to common stock










(20,000
)


(116
)










60,000



199















(83
)


Tax benefit from exercise of stock options






























435



















435Treasury stock purchase


























(7,210
)






(16
)














(16
)Stock-based compensation






























363



















363Changes in shareholder notes receivable






































23











23Accretion of redeemable preferred stock






198







































(198
)


(198
)Net income














































929



929Balance, March 31, 2007


1,818,182


$
4,953






$




2,989,830


$
5,959



12,038,499


$
9,438


$
(361
)

$
(2,128
)

$



$
(3,553
)

$
9,355Accretion of preferred stock






225







































(225
)


(225
)Accrued dividend conversion






(423
)






































423



423Changes in shareholder notes receivable


























(306,932
)






(1,378
)


2,128











750Initial public offering: conversion of preferred stock


(1,818,182
)


(4,755
)










(2,989,830
)


(5,959
)


4,808,012



10,714



















4,755Initial public offering: conversion of debt


























2,360,802



10,762



















10,762Initial public offering, net of issuance costs of $4,246


























6,849,092



78,559



















78,559Issuance of stock and warrants for services


























2,210



29



















29Exercise of stock options and warrants for cash


























1,211,725



2,014



















2,014Tax benefit from exercise of stock options






























1,183



















1,183Stock-based compensation






























1,391



















1,391Adoption of FIN 48














































(210
)


(210
)Net income














































4,410



4,410Unrealized loss on short-term investments










































(6
)






(6
)Comprehensive income


















































4,404Balance, March 31, 2008





$







$







$




26,963,408


$
114,090


$
(1,739
)

$



$
(6
)

$
845


$
113,190Issuance of stock and warrants for services


























16,627



105



















105Exercise of stock options and warrants for cash


























1,519,838



2,032



















2,032Tax benefit from exercise of stock options






























1,103



















1,103Stock-based compensation






























1,577



















1,577Treasury stock purchase


























(6,971,090
)






(29,797
)














(29,797
)Net income














































511



511Unrealized loss on short-term investments










































(26
)






(26
)Comprehensive income


















































485Balance, March 31, 2009





$







$







$




21,528,783


$
118,907


$
(31,536
)

$



$
(32
)

$
1,356


$
88,695    55




---



##### Table of Contents



ORION
    ENERGY SYSTEMS, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year Ended March 31,2007


2008


2009(In thousands)Operating activitiesNet income

$
929


$
4,410


$
511Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


1,063



1,410



1,841Stock-based compensation expense


363



1,391



1,577Deferred income tax benefit (provision)


(213
)


966



145Gain (loss) on sale of assets


268



2



(31
)Other


21



228



106Changes in operating assets and liabilities:Accounts receivable


(5,161
)


(6,469
)


6,094Inventories


(4,555
)


(7,293
)


(3,443
)Prepaid expenses and other assets


(524
)


33



(1,930
)Accounts payable


840



1,914



296Accrued expenses


735



2,046



(1,927
)Net cash provided by (used in) operating activities


(6,234
)


(1,362
)


3,239Investing activitiesPurchase of property and equipment


(1,012
)


(5,044
)


(13,140
)Purchase of short-term investments






(2,410
)


(4,113
)Additions to patents and licenses


(81
)


(171
)


(1,121
)Proceeds from sales of long term assets










858Gain on sale of long term investment










(361
)Proceeds from disposal of equipment


263







4Net decrease (increase) in amount due from shareholder


(139
)


188



Net cash used in investing activities


(969
)


(7,437
)


(17,873
)Financing activitiesProceeds from issuance of long-term debt


40



750



Proceeds from issuance of convertible debt






10,600



Repurchase of common stock into treasury










(29,340
)Payment of long-term debt


(1,263
)


(710
)


(854
)Net activity in revolving line of credit


1,211



(6,064
)


Excess benefit for deferred taxes on stock-based compensation


435



1,183



1,103Proceeds from shareholder notes receivable


23



750



Proceeds from initial public offering, net of issuance costs of
    $4,246






78,559



Deferred financing costs






(256
)


Proceeds from issuance of preferred stock, net of issuance costs
    of $244


5,123







Proceeds from issuance of common stock


830



2,014



1,576Net cash provided by (used in) financing activities


6,399



86,826



(27,515
)Net increase (decrease) in cash and cash equivalents


(804
)


78,027



(42,149
)Cash and cash equivalents at beginning of period


1,089



285



78,312Cash and cash equivalents at end of period

$
285


$
78,312


$
36,163Supplemental cash flow information:Cash paid for interest

$
927


$
1,182


$
350Cash paid for income taxes


17



830



134Supplemental disclosure of non-cash investing and financing
    activities:Capital leases entered into for purchase of equipment

$
40


$



$
Shares surrendered into treasury for stock option exercise (see
    Note C)










457Notes receivable issued to shareholders


1,753







Long-term note receivable received on sale of investment










297Long-term investment acquired through sale of inventory


794







Shares surrendered for payment of shareholder note receivable






(307
)


Conversion of debt to common stock






10,762



Conversion of redeemable preferred stock and accrued dividends
    to common stock






10,714



Preferred stock accretion


201



225



    56




---



##### Table of Contents



ORION
    ENERGY SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE A 
    DESCRIPTION
    OF BUSINESS  Organization
    Initial
    Public Offering
    NOTE B 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Use of
    Estimates
    Cash
    and cash equivalents
   57




---



##### Table of Contents



Short-term
    investments
    March 31, 2008Amortized


Unrealized


Unrealized





Cash and Cash


Short TermCost


Gains


Losses


Fair Value


Equivalents


InvestmentsMoney market funds

$
63,356


$



$



$
63,356


$
63,356


$
Commercial paper


14,466



7







14,473



14,473



Government agency obligations


2,410







(6
)


2,404







2,404Total

$
80,232


$
7


$
(6
)

$
80,233


$
77,829


$
2,404   March 31, 2009Amortized


Unrealized


Unrealized





Cash and Cash


Short TermCost


Gains


Losses


Fair Value


Equivalents


InvestmentsMoney market funds

$
14,114


$



$



$
14,114


$
14,114


$
Bank certificates of deposit


9,007











9,007



6,207



2,800Commercial paper


3,690











3,690







3,690Corporate obligations


2,257







(7
)


2,250



2,250



Government agency obligations


12,412







(25
)


12,387



12,387



Total

$
41,480


$



$
(32
)

$
41,448


$
34,958


$
6,490   Fair Value
    Measurements No. 157-2, Effective Date of FASB Statement No. 157
         58




---



##### Table of Contents



Fair
    value of financial instruments
    Accounts
    receivable
  30-60 days.
    Fiscal 2010

$
60Fiscal 2011


25Total gross receivable


85Less: amount representing interest


(7
)Net contracts receivable

$
78   Inventories
  first-in,
      March 31,


March 31,2008


2009Raw materials and components

$
9,948


$
9,629Work in process


680



1,753Finished goods


6,161



8,850$
16,789


$
20,232  59




---



##### Table of Contents



Prepaid
    Expenses and Other Current Assets
    Property
    and Equipment
    Accounting for the Impairment or
    Disposal of Long-Lived Assets
    March 31,2008


2009Land and land improvements

$
703


$
822Buildings


4,803



5,435Furniture, fixtures and office equipment


2,256



3,432Plant equipment


4,543



6,882Construction in progress


2,918



11,36615,223



27,937Less: accumulated depreciation and amortization


(3,684
)


(4,938
)Net property and equipment

$
11,539


$
22,999     March 31,2008


2009Equipment

$
1,206


$
1,104Less: accumulated amortization


(433
)


(477
)Net equipment

$
773


$
627     Land improvements


10  15 yearsBuildings


10  39 yearsFurniture, fixtures and office equipment


3  10 yearsPlant equipment


3  10 years   Capitalization of Interest Costs
  Patents
    and Licenses
   60




---



##### Table of Contents



Fiscal 2010

$
108Fiscal 2011


108Fiscal 2012


108Fiscal 2013


104Fiscal 2014


103Thereafter


873$
1,404     Investment
    Other
    Long-Term Assets
      Accrued
    Expenses
   61




---



##### Table of Contents



March 31,2008


2009Beginning of year

$
45


$
69Provision to cost of revenue


242



30Charges


(218
)


(44
)End of year

$
69


$
55   Incentive
    Compensation
  23-125% and/or
  28-125% and/or
  Revenue
    Recognition
  Revenue
    Recognition
  
    persuasive evidence of an arrangement exists;
    delivery has occurred and title has passed to the customer;
    the sales price is fixed and determinable and no further
    obligation exists; and
    collectability is reasonably assured    No. 00-21, Revenue Arrangements With Multiple Deliverables
 62




---



##### Table of Contents



March 31,2008


2009Deferred revenue  current liability

$
134


$
103Deferred revenue  long term liability


41



36Total deferred revenue

$
175


$
139   Shipping
    and Handling Costs
  EITF 00-10, Accounting for Shipping and Handling Fees and Costs
  Advertising
    Research
    and Development
    Income
    Taxes
  Accounting for Income Taxes Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109.
 63




---



##### Table of Contents



Stock
    Option Plans
  Share-Based Payment,
          Fiscal Year Ended March 31,2007

2008

2009Weighted average expected term


6.6 years



4.0 years



5.7 yearsRisk-free interest rate


4.62
%


3.92
%


3.01
%Expected volatility


60
%


60
%


60
%Expected forfeiture rate


6
%


6
%


2
%Expected dividend yield


0
%


0
%


0
%  64




---



##### Table of Contents



Net
    Income per Common Share
  The Effect on the Calculation of
    Earnings per Share for the Redemption or Induced Conversion of
    Preferred Stock
  EITF 03-6, Participating Securities and the Two-Class Method under
    FASB Statement No. 128
    Fiscal Year Ended March 31,2007


2008


2009Numerator:Net income

$
929


$
4,410


$
511Accretion of redeemable preferred stock and preferred stock
    dividends


(201
)


(225
)


Conversion of preferred stock


(83
)






Participation rights of preferred stock in undistributed earnings


(205
)


(775
)


Numerator for basic net income per common share


440



3,410



511Adjustment for convertible note interest, net of income tax
    effect






149



Preferred stock dividends and participation rights of preferred
    stock


406



1,000



Numerator for diluted net income per common share

$
846


$
4,559


$
511Denominator:Weighted-average common shares outstanding


9,080,461



15,548,189



25,351,839Weighted-average effect of preferred stock, restricted stock,
    convertible notes and assumed conversion of stock options and
    warrants


7,352,186



7,905,614



2,093,451Weighted-average common shares and common share equivalents
    outstanding


16,432,647



23,453,803



27,445,290  65




---



##### Table of Contents



March 31,2007

2008

2009Series B preferred


2,989,830







Series C redeemable preferred


1,818,182







Common stock subject to non-recourse shareholder notes receivable


2,150,000







Common stock options


4,714,547



4,716,022



3,680,945Common stock warrants


1,109,390



578,788



488,504Total


12,781,949



5,294,810



4,169,449   Concentration
    of Credit Risk and Other Risks and Uncertainties
          Segment
    Information
  Disclosures about Segments
    of an Enterprise and Related Information
    Recent
    Accounting Pronouncements
  142-3, Determination of the Useful Life of Intangible Assets FAS 142-3), Goodwill and Other Intangible
    Assets. FAS 142-3, FAS 142-3 FAS 142-3
  Accounting for Assets Acquired and
    Liabilities Assumed in a Business Combination that Arise from
    Contingencies Business Combinations
 66




---



##### Table of Contents



FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments. FAS 107-1 28-1 Disclosures about Fair Value of
    Financial Instruments FAS 107-1 28-1 FAS 107-1 28-1
  FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than Temporary
    Impairments FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2
  FAS 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are not Orderly FAS 157-4 Fair Value
    Measurements FAS 157-4 FAS 157-4
  Subsequent Events
  NOTE C 
    RELATED
    PARTY TRANSACTIONS         67




---



##### Table of Contents



NOTE D 
    LONG-TERM
    DEBT    March 31,2008


2009Term note

$
1,440


$
1,235First mortgage note payable


1,045



990Debenture payable


922



885Lease obligations


536



227Other long-term debt


1,373



1,125Total long-term debt


5,316



4,462Less current maturities


(843
)


(815
)Long-term debt, less current maturities

$
4,473


$
3,647   Revolving
    Credit Agreement
     68




---



##### Table of Contents



Term
    Note
    First
    Mortgage Note Payable
    Debenture
    Payable
    Lease
    Obligations
    Other
    long-term debt
     69




---



##### Table of Contents



Aggregate
    Maturities
    Fiscal 2010

$
815Fiscal 2011


632Fiscal 2012


623Fiscal 2013


519Fiscal 2014


526Thereafter


1,347$
4,462   NOTE E 
    CONVERTIBLE
    NOTES      NOTE F 
    INCOME
    TAXES    Fiscal Year Ended March 31,2007


2008


2009Current

$
438


$
1,784


$
782Deferred


(213
)


966



145$
225


$
2,750


$
927   2007


2008


2009Federal

$
295


$
2,494


$
824State


(70
)


256



103$
225


$
2,750


$
927  70




---



##### Table of Contents



Fiscal Year Ended March 31,2007

2008

2009Statutory federal tax rate


34.0
%


34.0
%


34.0
%State taxes, net


7.9
%


4.2
%


11.0
%Stock-based compensation expense


3.9
%


2.7
%


21.2
%Federal tax credit


(13.3
)%


(1.5
)%


(2.7
)%State tax credit


(16.5
)%


(1.0
)%


(1.5
)%Change in valuation reserve


0.0
%


0.0
%


1.4
%Change in tax contingency reserve


0.0
%


(0.1
)%


0.7
%Other, net


3.5
%


(0.2
)%


0.4
%Effective income tax rate


19.5
%


38.1
%


64.5
%     March 31,2008


2009Federal and state operating loss carryforwards

$
79


$
74Tax credit carryforwards


772



856Inventory, accruals and reserves


330



464Non qualified stock options


325



434Other


249



287Total deferred tax assets


1,755



2,115Deferred revenue


(195
)


(94
)Fixed assets


(172
)


(724
)Other


(102
)


(132
)Total deferred liabilities


(469
)


(950
)Valuation Allowance






(24
)Net deferred tax assets

$
1,286


$
1,141        71




---



##### Table of Contents



Uncertain
    tax positions
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
      Fiscal Year Ended


Fiscal Year EndedMarch 31, 2008


March 31, 2009Unrecognized tax benefits as of beginning of fiscal year

$
160


$
392Additions upon adoption of FIN 48


210



Decreases relating to settlements with tax authorities


(5
)


(5
)Additions based on tax positions related to the current period
    positions


22



10Unrecognized tax benefits as of end of fiscal year

$
392


$
397   NOTE G 
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
    Fiscal 2010

$
1,297Fiscal 2011


983Fiscal 2012


896Fiscal 2013


394Fiscal 2014


131$
3,701   Purchase
    Commitments
   72




---



##### Table of Contents



Retirement
    Savings Plan
    Litigation
        NOTE H 
    SHAREHOLDERS
    EQUITY  Conversion
    of Preferred Stock Upon Completion of Initial Public
    Offering
    Series C
    Redeemable Preferred Stock
   73




---



##### Table of Contents




    senior rank to other classes and series of stock with respect to
    the payment of dividends and proceeds upon liquidation
    entitlement to receive cumulative dividends accruing at a
    non-compounded annual rate of 6% upon the occurrence of certain
    events (accumulated dividends through the IPO were $423,000)
    liquidation preference equal to the purchase price plus any
    accumulated dividends
    conversion into common stock at a one-to-one ratio upon certain
    qualifying exit events resulting in net proceeds to the Company
    of at least $30 million (upon conversion in a qualifying
    event, all rights related to accrued and unpaid dividends would
    be extinguished)
    weighted average dilution protection for any issuance of stock
    or other equity instruments (other than for stock options
    granted under existing stock plans) at a price per share less
    than the Series C purchase price of $2.75
    proportional adjustment of the number of shares of common stock
    into which one share of Series C preferred stock may be
    converted in the event of stock splits, stock dividends
    reclassifications and similar events
    a redemption feature at the option of the holder, including
    accumulated dividends, if certain liquidity events are not
    achieved within five years from issuance
    right to vote with common stock on all matters submitted to a
    vote of shareholders    Series B
    Preferred Stock
    
    a liquidation preference equal to the purchase price of the
    Series B shares
    automatic conversion to common stock at a one-to-one ratio upon
    registration of the common stock under a 1933 Act
    registration
    no dividend preference
    right to vote with common stock on all matters submitted to a
    vote of shareholders    Series A
    Preferred Stock
  Induced Conversions of Convertible Debt
 74




---



##### Table of Contents



Share
    Repurchase Program and Treasury Stock
        Shareholder
    Rights Plan
         75




---



##### Table of Contents



Shareholder
    receivables
    EITF 00-23, Issues related to the Accounting for Stock Compensation under
    APB Opinion No. 25 and FASB Interpretation No. 44
      NOTE I 
    STOCK
    OPTIONS AND WARRANTS     76




---



##### Table of Contents



Fiscal Year Ended2007


2008


2009Cost of product revenue

$
24


$
122


$
269General and administrative


154



852



676Sales and marketing


153



375



587Research and development


32



42



45$
363


$
1,391


$
1,577     Available at March 31, 2006


2,048,200Granted stock options


(1,657,500
)Forfeited


280,000Available at March 31, 2007


670,700Amendment to Plan; concurrent with IPO


1,500,000Granted stock options


(737,432
)Granted shares


(2,210
)Forfeited


51,000Available at March 31, 2008


1,482,058Granted stock options


(731,879
)Granted shares


(16,627
)Forfeited


337,402Available at March 31, 2009


1,070,954     WeightedWeighted


AverageAverage


Fair ValueNumber of


Exercise


of Options


Aggregate IntrinsicShares


Price


Granted


ValueOutstanding at March 31, 2006


6,394,730



1.06


$
1.54Granted


1,657,500



2.26Exercised


(3,057,683
)


.84Forfeited


(280,000
)


2.25Outstanding at March 31, 2007


4,714,547



1.56


$
1.35Granted


737,432



6.09Exercised


(684,957
)


1.27Forfeited


(51,000
)


2.05Outstanding at March 31, 2008


4,716,022



2.30


$
3.03Granted


731,879



7.58Exercised


(1,429,554
)


1.24Forfeited


(337,402
)


6.26Outstanding at March 31, 2009


3,680,945



3.40


$
4.25


$
6,476,518Exercisable at March 31, 2009


1,859,118










$
4,261,334  77




---



##### Table of Contents



March 31, 2009WeightedAverageRemaining


Weighted





WeightedContractual


Average





AverageLife


Exercise





ExercisePrice

Outstanding


(Years)


Price


Vested


Price$0.69


381,175



2.14


$
0.69



381,175


$
0.690.75  0.94


307,420



2.35



0.91



287,420



0.921.23  1.50


135,400



4.58



1.46



135,400



1.462.20  2.25


1,438,446



7.35



2.21



573,446



2.222.50  2.75


197,800



7.18



2.51



97,000



2.523.00  4.32


55,352



9.77



3.654.49  4.76


453,027



8.53



4.53



341,527



4.495.23  6.05


322,123



9.40



5.489.00  10.04


148,500



9.00



9.35



23,150



9.0010.14  11.61


241,702



9.07



11.11



20,000



10.143,680,945



6.82


$
3.40



1,859,118


$
2.25       Fiscal 2010

$
1,308Fiscal 2011


1,249Fiscal 2012


1,237Fiscal 2013


642Fiscal 2014


226Thereafter


116$
4,778Remaining weighted average expected term


5.6 years     Fiscal 2007

Fiscal 2008

Fiscal 2009Dividend yield


0.00
%






Weighted average risk-free interest rate


4.62
%






Weighted average contractual term


5 years







Expected volatility


60
%






  78




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##### Table of Contents



WeightedAverageNumber of

ExerciseShares

PriceOutstanding at March 31, 2006


1,098,574


$
2.24Issued


19,580



2.41Exercised


(7,966
)


1.80Cancelled


(798
)


1.50Outstanding at March 31, 2007


1,109,390



2.24Issued






Exercised


(526,766
)


2.17Cancelled


(3,836
)


1.50Outstanding at March 31, 2008


578,788



2.31Issued






Exercised


(90,284
)


2.32Cancelled






Outstanding at March 31, 2009


488,504


$
2.31     Number ofExercise Price

Warrants

Expiration$2.25


38,980



Fiscal 2014$2.30


412,264



Fiscal 2010$2.50


37,260



Fiscal 2011Total


488,504   NOTE J 
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)    Three Months EndedJune 30,

Sept. 30,

Dec. 31,

Mar. 31,2008

2008

2008

2009

Total(In thousands, except per share amounts)Total revenue

$
16,106


$
18,760


$
22,375


$
15,393


$
72,634Gross profit


5,197



6,335



7,420



4,646



23,598Net income (loss)


34



453



1,154



(1,130
)


511Accretion of redeemable preferred stock and preferred stock
    dividends


















Participation rights of preferred stock in undistributed earnings


















Net income (loss) attributable to common shareholders

$
34


$
453


$
1,154


$
(1,130
)

$
511Basic net income (loss) per share attributable to common
    shareholders

$
0.00


$
0.02


$
0.05


$
(0.05
)

$
0.02Shares used in basic per share calculation


27,038



26,960



25,204



22,154



25,352Diluted net income (loss) per share attributable to common
    shareholders

$
0.00


$
0.02


$
0.04


$
(0.05
)

$
0.02Shares used in diluted per share calculation


30,015



29,019



26,415



22,154



27,445   79




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##### Table of Contents



Three Months EndedJune 30,

Sept. 30,

Dec. 31,

Mar. 31,2007

2007

2007

2008

Total(In thousands, except per share amounts)Total revenue

$
16,721


$
18,405


$
23,311


$
22,250


$
80,687Gross profit


5,603



6,321



8,254



8,047



28,225Net income


748



1,053



1,153



1,456



4,410Accretion of redeemable preferred stock and preferred stock
    dividends


(75
)


(75
)


(75
)






(225
)Participation rights of preferred stock in undistributed earnings


(219
)


(292
)


(264
)






(775
)Net income attributable to common shareholders

$
454


$
686


$
814


$
1,456


$
3,410Basic net income per share attributable to common shareholders

$
0.05


$
0.06


$
0.06


$
0.05


$
0.22Shares used in basic per share calculation


9,950



10,712



13,889



26,952



15,548Diluted net income per share attributable to common shareholders

$
0.04


$
0.06


$
0.05


$
0.05


$
0.19Shares used in diluted per share calculation


18,088



19,782



22,858



30,070



23,454    80




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorization of our management and
    directors: and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.       81




---



##### Table of Contents



Form 10-K, Form 10-K.
  Changes
    in Internal Controls Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   82




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K.
  (b)
    Financial
    Statement Schedule  SCHEDULE IIVALUATION and QUALIFYING ACCOUNTSBalance at

Provisions



Balance atBeginning of

Charged to

Write offs

End ofPeriod

Expense

and Other

Period(In thousands)March 31,2007


Allowance for Doubtful Accounts

$
38



51






$
892008


Allowance for Doubtful Accounts


89



66



76



792009


Allowance for Doubtful Accounts


79



178



35



2222007


Inventory Obsolescence Reserve

$
355



94



1


$
4482008


Inventory Obsolescence Reserve


448



376



294



5302009


Inventory Obsolescence Reserve


530



149



11



668  83




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##### Table of Contents



EXHIBIT INDEX
  Number

Exhibit Title2
.1

Form of Series C Senior Convertible Preferred Stock
    Purchase Agreement, including exhibits, by and among Orion
    Energy Systems, Inc. and the signatories thereto, filed as
    Exhibit 2.1 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 2.1.3
.1

Amended and Restated Articles of Incorporation of Orion Energy
    Systems, Inc., filed as Exhibit 3.3 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 3.1.3
.2

Amended and Restated Bylaws of Orion Energy Systems, Inc., filed
    as Exhibit 3.5 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 3.2.4
.1

Amended and Restated Investors Rights Agreement by and
    among Orion Energy Systems, Inc. and the signatories thereto,
    dated August 3, 2007, filed as Exhibit 4.1 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.1.4
.2

Form of Warrant to purchase Common Stock of Orion Energy
    Systems, Inc. , filed as Exhibit 4.3 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.2.4
.3

Form of Warrant to purchase Common Stock of Orion Energy
    Systems, Inc. , filed as Exhibit 4.4 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.3.4
.4

Rights Agreement, dated as of January 7, 2009, between
    Orion Energy Systems, Inc. and Wells Fargo Bank, N.A., which
    includes as Exhibit A thereto the Form of Right Certificate
    and as Exhibit B thereto the Summary of Common Share
    Purchase Rights, filed as Exhibit 4.1 to the
    Registrants
    Form 8-A
    filed January 8, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 4.4.10
.1

Credit Agreement, dated March 18, 2008, by and between
    Orion Energy Systems, Inc., Great Lakes Energy Technologies, LLC
    and Wells Fargo Bank, National Association, filed as
    Exhibit 10.1 to the Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.1.10
.2

First Amendment, dated May 15, 2009, to the Credit
    Agreement, dated as of March 18, 2008, among the Company,
    Great Lakes Energy Technologies, LLC, and Wells Fargo Bank,
    National Association, filed as Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed May 20, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.2.*10
.3

Revolving Line of Credit Note, dated March 18, 2008, by and
    between Orion Energy Systems, Inc., Great Lakes Energy
    Technologies, LLC and Wells Fargo Bank, National Association,
    filed as Exhibit 10.2 to the Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.3.10
.4

Separation Agreement by and between Orion Energy Systems, Inc.
    and Bruce Wadman, effective July 5, 2007, filed as
    Exhibit 10.3 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.4.*10
.5

Separation Agreement by and between Orion Energy Systems, Inc.
    and James Prange, effective July 18, 2007, filed as
    Exhibit 10.4 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.5.*10
.6

Orion Energy Systems, Inc. 2003 Stock Option Plan, as amended,
    filed as Exhibit 10.6 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.6.*10
.7

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2003 Stock Option Plan, filed as Exhibit 10.7 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.7.*10
.8

Orion Energy Systems, Inc. 2004 Stock and Incentive Awards Plan,
    filed as Exhibit 10.9 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.8.*10
.9

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2004 Equity Incentive Plan, filed as Exhibit 10.10 to
    the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.9.* 84




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##### Table of Contents



Number

Exhibit Title10
.10

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2004 Stock and Incentive Awards Plan, filed as
    Exhibit 10.11 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.10.*10
.11

Form of Promissory Note and Collateral Pledge Agreement in favor
    of Orion Energy Systems, Inc. in connection with option
    exercises (all such notes were paid in full in July and August
    2007), filed as Exhibit 10.12 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.11.*10
.12

Summary of Non-Employee Director Compensation, filed as
    Exhibit 10.15 to the Registrants
    Form S-1
    filed November 16, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.12.*10
.13

Executive Employment and Severance Agreement, dated
    February 15, 2008, by and between Orion Energy Systems,
    Inc. and Daniel J. Waibel, filed as Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.13*
    (replaced by Exhibit 10.14 to this
    Form 10-K
    on August 12, 2008).10
.14

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between Orion Energy Systems, Inc.
    and Daniel J. Waibel, filed as Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.14.*10
.15

Executive Employment and Severance Agreement, dated
    February 21, 2008, by and between Orion Energy Systems,
    Inc. and Michael J. Potts, filed as Exhibit 10.2 to the
    Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.15.*10
.16

Executive Employment and Severance Agreement, dated
    February 20, 2008, by and between Orion Energy Systems,
    Inc. and Eric von Estorff, filed as Exhibit 10.3 to the
    Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.16.*10
.17

Executive Employment and Severance Agreement, dated
    February 21, 2008, by and between Orion Energy Systems,
    Inc. and Erik G. Birkerts, filed as Exhibit 10.4 to the
    Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.17*
    (replaced by Exhibit 10.18 to this
    Form 10-K
    on August 12, 2008).10
.18

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between Orion Energy Systems, Inc.
    and Erik G. Birkerts, filed as Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.18.*10
.19

Executive Employment and Severance Agreement, dated
    March 18, 2008, by and between Orion Energy Systems, Inc.
    and John H. Scribante, filed as Exhibit 10.3 to the
    Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.19.*10
.20

Executive Employment and Severance Agreement, dated
    April 14, 2008, by and between Orion Energy Systems, Inc.
    and Neal R. Verfuerth, filed as Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed April 18, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.20.*10
.21

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between Orion Energy Systems, Inc.
    and Scott R. Jensen, filed as Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.21.*10
.22

Executive Employment and Severance Agreement, dated
    February 4, 2009, by and between Orion Energy Systems, Inc.
    and Patricia A. Verfuerth, filed as Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended December 31, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.22.*10
.23

Patent and Trademark Security Agreement by and between Orion
    Energy Systems, Inc. and Wells Fargo Bank, National Association,
    Acting Through its Wells Fargo Business Credit Operating
    Division, dated December 22, 2005, filed as
    Exhibit 10.13 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.23. 85




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##### Table of Contents



Number

Exhibit Title10
.24

Patent and Trademark Security Agreement by and between Great
    Lakes Energy Technologies, LLC and Wells Fargo Bank, National
    Association, Acting Through its Wells Fargo Business Credit
    Operating Division, dated December 22, 2005, filed as
    Exhibit 10.14 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.24.21
.1

Subsidiaries of Orion Energy Systems, Inc.**23
.1

Consent of Independent Registered Public Accounting Firm.**31
.1

Certification of Chief Executive Officer of Orion Energy
    Systems, Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.**31
.2

Certification of Chief Financial Officer of Orion Energy
    Systems, Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.**32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer of Orion Energy Systems, Inc. pursuant to
    Rule 13a-14(b)
    promulgated under the Securities Exchange Act of 1934, as
    amended, and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.**     *
    
    Management contract or compensatory plan or arrangement required
    to be filed (and/or incorporated by reference) as an exhibit to
    this Annual Report on
    Form 10-K
    pursuant to Item 15(a)(3) of
    Form 10-K.**
    
    Filed herewith 86




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##### Table of Contents



SIGNATURES  Form 10-K
    By:
    /s/  Neal
    R. Verfuerth     Form 10-K
  Signature

Title

Date/s/  Neal
    R. VerfuerthNeal
    R. Verfuerth

President and Chief Executive Officer and Director (Principal
    Executive Officer)

June 15, 2009/s/  Scott
    R. JensenScott
    R. Jensen

Chief Financial Officer (Principal Financial Officer and
    Principal Accounting Officer)

June 15, 2009/s/  Thomas
    A. QuadracciThomas
    A. Quadracci

Chairman of the Board

June 15, 2009/s/  Michael
    J. PottsMichael
    J. Potts

Director

June 15, 2009/s/  Roland
    G. StephensonRoland
    G. Stephenson

Director

June 15, 2009/s/  James
    R. KackleyJames
    R. Kackley

Director

June 15, 2009/s/  Russell
    M. FlaumRussell
    M. Flaum

Director

June 15, 2009/s/  Mark
    C. WilliamsonMark
    C. Williamson

Director

June 15, 2009  87