##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No.1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 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 incorporation or organization)
    
    (I.R.S. Employer Identification number)
 2210 Woodland Drive, Manitowoc, Wisconsin
    
    54220(Address of principal executive offices)
    
    (Zip code)
 Registrants telephone number, including area code: (920) 892-9340
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



EXPLANATORY NOTE
 As used herein, unless otherwise expressly stated or the context otherwise requires, all
references to Orion, we, us, our, Company and similar references are to Orion Energy
Systems, Inc. and its consolidated subsidiaries.
    
 
 
     2




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Orion Energy Systems, Inc.
 Quarterly Report On Form 10-Q/A
 For The Quarter Ended December 31, 2009
 Table Of Contents
 Page(s)PART I FINANCIAL INFORMATIONITEM 1. Financial Statements (unaudited)
    
    
    4Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2009
    
    
    4Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2008 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2008 and 2009
    
    
    6Notes to the Condensed Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    32ITEM 4. Controls and Procedures
    
    
    32PART II OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    32ITEM 1A. Risk Factors
    
    
    33ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33ITEM 4. Submission Of Matters To A Vote of Security Holders
    
    
    33ITEM 5. Other Information
    
    
    34ITEM 6. Exhibits
    
    
    35SIGNATURES
    
    
    36Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1:
    
    Financial Statements
 ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2009
    
    
    2009(As Restated)AssetsCash and cash equivalents
    
    $
    36,163
    
    
    $
    31,936Short-term investments
    
    
    6,490
    
    
    
    1,000Accounts receivable, net of allowances of $222 and $347
    
    
    11,572
    
    
    
    14,417Inventories, net
    
    
    20,232
    
    
    
    24,517Deferred tax assets
    
    
    548
    
    
    
    1,355Prepaid expenses and other current assets
    
    
    3,369
    
    
    
    2,588Total current assets
    
    
    78,374
    
    
    
    75,813Property and equipment, net
    
    
    22,999
    
    
    
    27,182Patents and licenses, net
    
    
    1,404
    
    
    
    1,509Deferred tax assets
    
    
    593
    
    
    
    599Long-term accounts receivable
    
    
    
    
    
    
    3,686Other long-term assets
    
    
    352
    
    
    
    74Total assets
    
    $
    103,722
    
    
    $
    108,863Liabilities and Shareholders EquityAccounts payable
    
    $
    7,817
    
    
    $
    13,010Accrued expenses
    
    
    2,315
    
    
    
    3,053Current maturities of long-term debt
    
    
    815
    
    
    
    650Total current liabilities
    
    
    10,947
    
    
    
    16,713Long-term debt, less current maturities
    
    
    3,647
    
    
    
    3,372Other long-term liabilities
    
    
    433
    
    
    
    574Total liabilities
    
    
    15,027
    
    
    
    20,659Commitments and contingencies (See Note F)Shareholders equity:Preferred stock, $0.01 par value: Shares authorized: 30,000,000 shares at March 31, 2009 and December 31, 2009; no shares issued and outstanding at March 31, 2009 and December 31, 2009
    
    
    
    
    
    
    Common stock, no par value: Shares authorized: 200,000,000 at March 31, 2009 and December 31, 2009; shares issued: 28,875,879 and 29,408,301 at March 31, 2009 and December 31, 2009; shares outstanding: 21,528,783 and 21,956,562 at March 31, 2009 and December 31, 2009
    
    
    
    
    
    
    Additional paid-in capital
    
    
    118,907
    
    
    
    121,042Treasury stock: 7,347,096 and 7,451,739 common shares at March 31, 2009 and December 31, 2009
    
    
    (31,536
    )
    
    
    (31,936
    )Accumulated other comprehensive loss
    
    
    (32
    )
    
    
    Retained earnings (deficit)
    
    
    1,356
    
    
    
    (902
    )Total shareholders equity
    
    
    88,695
    
    
    
    88,204Total liabilities and shareholders equity
    
    $
    103,722
    
    
    $
    108,863
   4




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ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except share and per share amounts)
 Three Months Ended December 31,
    
    
    Nine Months Ended December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009(As Restated)
    
    
    
    
    
    
    (As Restated)Product revenue
    
    $
    20,671
    
    
    $
    18,737
    
    
    $
    50,840
    
    
    $
    45,879Service revenue
    
    
    1,704
    
    
    
    2,090
    
    
    
    6,401
    
    
    
    4,897Total revenue
    
    
    22,375
    
    
    
    20,827
    
    
    
    57,241
    
    
    
    50,776Cost of product revenue
    
    
    13,644
    
    
    
    11,860
    
    
    
    33,724
    
    
    
    30,729Cost of service revenue
    
    
    1,311
    
    
    
    1,568
    
    
    
    4,565
    
    
    
    3,455Total cost of revenue
    
    
    14,955
    
    
    
    13,428
    
    
    
    38,289
    
    
    
    34,184Gross profit
    
    
    7,420
    
    
    
    7,399
    
    
    
    18,952
    
    
    
    16,592Operating expenses:General and administrative
    
    
    2,438
    
    
    
    3,051
    
    
    
    7,946
    
    
    
    9,357Sales and marketing
    
    
    2,741
    
    
    
    3,063
    
    
    
    8,164
    
    
    
    9,176Research and development
    
    
    347
    
    
    
    404
    
    
    
    1,138
    
    
    
    1,315Total operating expenses
    
    
    5,526
    
    
    
    6,518
    
    
    
    17,248
    
    
    
    19,848Income (loss) from operations
    
    
    1,894
    
    
    
    881
    
    
    
    1,704
    
    
    
    (3,256
    )Other income (expense):Interest expense
    
    
    (33
    )
    
    
    (66
    )
    
    
    (141
    )
    
    
    (192
    )Dividend and interest income
    
    
    325
    
    
    
    157
    
    
    
    1,492
    
    
    
    539Total other income (expense)
    
    
    292
    
    
    
    91
    
    
    
    1,351
    
    
    
    347Income (loss) before income tax
    
    
    2,186
    
    
    
    972
    
    
    
    3,055
    
    
    
    (2,909
    )Income tax expense (benefit)
    
    
    1,032
    
    
    
    218
    
    
    
    1,414
    
    
    
    (652
    )Net income (loss)
    
    $
    1,154
    
    
    $
    754
    
    
    $
    1,641
    
    
    $
    (2,257
    )Basic net income (loss) per share
    
    $
    0.05
    
    
    $
    0.03
    
    
    $
    0.06
    
    
    $
    (0.10
    )Weighted-average common shares outstanding
    
    
    25,203,827
    
    
    
    21,792,175
    
    
    
    26,398,338
    
    
    
    21,709,799Diluted net income (loss) per share
    
    $
    0.04
    
    
    $
    0.03
    
    
    $
    0.06
    
    
    $
    (0.10
    )Weighted-average common shares and share equivalents outstanding
    
    
    26,414,750
    
    
    
    22,567,575
    
    
    
    28,710,765
    
    
    
    21,709,799
   5




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ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 Nine Months Ended December 31,2008
    
    
    2009(As Restated)Operating activitiesNet income (loss)
    
    $
    1,641
    
    
    $
    (2,257
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    1,337
    
    
    
    1,956Stock-based compensation expense
    
    
    1,204
    
    
    
    1,064Deferred income tax expense (benefit)
    
    
    1,340
    
    
    
    (813
    )Change in allowance for notes and accounts receivable
    
    
    32
    
    
    
    384Other
    
    
    78
    
    
    
    15Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,516
    )
    
    
    (2,969
    )Inventories
    
    
    (1,804
    )
    
    
    (4,285
    )Prepaid
expenses and other assets and liabilities
    
    
    (2,473
    )
    
    
    (2,752
    )Accounts payable
    
    
    1,442
    
    
    
    5,193Accrued expenses
    
    
    (1,749
    )
    
    
    738Net cash used in operating activities
    
    
    (468
    )
    
    
    (3,726
    )Investing activitiesPurchase of property and equipment
    
    
    (10,530
    )
    
    
    (4,142
    )Purchase of property and equipment leased to customers under operating leases
    
    
    (100
    )
    
    
    (1,903
    )Purchase of short-term investments
    
    
    (22,270
    )
    
    
    Sale of short-term investments
    
    
    
    
    
    
    5,522Additions to patents and licenses
    
    
    (1,090
    )
    
    
    (186
    )Proceeds from sales of long-term assets
    
    
    860
    
    
    
    6Gain on sale of long-term investment
    
    
    (361
    )
    
    
    Net cash used in investing activities
    
    
    (33,491
    )
    
    
    (703
    )Financing activitiesPayment of long-term debt
    
    
    (633
    )
    
    
    (640
    )Proceeds from long-term debt
    
    
    
    
    
    
    200Repurchase of common stock into treasury
    
    
    (22,441
    )
    
    
    (400
    )Excess tax benefits from stock-based compensation
    
    
    1,453
    
    
    
    95Deferred financing costs and offering costs
    
    
    7
    
    
    
    Proceeds from issuance of common stock
    
    
    1,436
    
    
    
    947Net cash provided by (used in) financing activities
    
    
    (20,178
    )
    
    
    202Net decrease in cash and cash equivalents
    
    
    (54,137
    )
    
    
    (4,227
    )Cash and cash equivalents at beginning of period
    
    
    78,312
    
    
    
    36,163Cash and cash equivalents at end of period
    
    $
    24,175
    
    
    $
    31,936Supplemental cash flow information:Cash paid for interest
    
    $
    272
    
    
    $
    215Cash paid for income taxes
    
    
    121
    
    
    
    30Supplemental disclosure of non-cash investing and financing activitiesLong-term note receivable received on sale of investment
    
    $
    298
    
    
    $
    
   6




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ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
 
 UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE A  DESCRIPTION OF BUSINESS
 Organization
  NOTE B  RESTATEMENT OF FINANCIAL STATEMENTS
      Consolidated Balance Sheets as of December 31, 2009As Previouslyreported
    
    
    Adjustments
    
    
    As RestatedAssets:Accounts receivable
    
    $
    13,397
    
    
    $
    1,020
    
    
    $
    14,417Deferred tax assets, current
    
    
    549
    
    
    
    806
    
    
    
    1,355Prepaid expenses and other current assets
    
    
    1,955
    
    
    
    633
    
    
    
    2,588Total current assets
    
    
    73,354
    
    
    
    2,459
    
    
    
    75,813Property and equipment, net
    
    
    30,732
    
    
    
    (3,550
    )
    
    
    27,182Deferred tax assets, long-term
    
    
    1,826
    
    
    
    (1,227
    )
    
    
    599Accounts receivable, long-term
    
    
    
    
    
    
    3,686
    
    
    
    3,686Total assets
    
    
    107,495
    
    
    
    1,368
    
    
    
    108,863Liabilities and Shareholders Equity:Accrued expenses
    
    
    2,792
    
    
    
    261
    
    
    
    3,053Shareholders equity:Retained earnings (deficit)
    
    
    (2,009
    )
    
    
    1,107
    
    
    
    (902
    )
  7




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Consolidated Statements of OperationsThree months ended December 31, 2009
    
    
    Nine months ended December 31, 2009As Previously
    
    
    
    
    
    
    
    
    
    
    As Previouslyreported
    
    
    Adjustments
    
    
    As Restated
    
    
    reported
    
    
    Adjustments
    
    
    As RestatedProduct revenue
    
    $
    17,205
    
    
    $
    1,532
    
    
    $
    18,737
    
    
    $
    41,645
    
    
    $
    4,234
    
    
    $
    45,879Cost of product revenue
    
    
    10,633
    
    
    
    1,227
    
    
    
    11,860
    
    
    
    27,727
    
    
    
    3,002
    
    
    
    30,729Interest expense
    
    
    (67
    )
    
    
    1
    
    
    
    (66
    )
    
    
    (197
    )
    
    
    5
    
    
    
    (192
    )Dividend and interest income
    
    
    49
    
    
    
    108
    
    
    
    157
    
    
    
    248
    
    
    
    291
    
    
    
    539Income tax expense (benefit)
    
    
    (249
    )
    
    
    467
    
    
    
    218
    
    
    
    (1,072
    )
    
    
    420
    
    
    
    (652
    )Net income (loss)
    
    
    807
    
    
    
    (53
    )
    
    
    754
    
    
    
    (3,365
    )
    
    
    1,107
    
    
    
    (2,257
    )Net income (loss) per share attributable to common shareholders  basic
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    (0.10
    )Net income (loss) per share attributable to common shareholders  diluted
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    (0.10
    )Weighted average common shares outstanding  basic
    
    
    21,792,175
    
    
    
    
    
    
    
    21,792,175
    
    
    
    21,709,799
    
    
    
    
    
    
    
    21,709,799Weighted average common shares outstanding  diluted
    
    
    22,567,575
    
    
    
    
    
    
    
    22,567,575
    
    
    
    21,709,799
    
    
    
    
    
    
    
    21,709,799
  8




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Consolidated Statements of Cash FlowsNine months ended December 31, 2009As PreviouslyReported
    
    
    Adjustments
    
    
    As RestatedNet loss
    
    $
    (3,365
    )
    
    $
    1,107
    
    
    $
    (2,257
    )Deferred income tax benefit
    
    
    (1,234
    )
    
    
    421
    
    
    
    (813
    )Accounts receivable
    
    
    (1,950
    )
    
    
    (1,019
    )
    
    
    (2,969
    )Prepaid expenses and other assets and liabilities
    
    
    1,414
    
    
    
    (4,165
    )
    
    
    (2,751
    )Accrued expenses
    
    
    633
    
    
    
    105
    
    
    
    738Net cash used in operating activities
    
    
    (175
    )
    
    
    (3,551
    )
    
    
    (3,726
    )Purchase of property and equipment
    
    
    (4,268
    )
    
    
    126
    
    
    
    (4,142
    )Purchase of property and equipment leased to customers under operating leases
    
    
    (5,328
    )
    
    
    3,425
    
    
    
    (1,903
    )Net cash used in investing activities
    
    
    (4,254
    )
    
    
    3,551
    
    
    
    (703
    )
 NOTE C  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of consolidation
  Basis of presentation
    Evaluation of Subsequent Events
  Use of estimates
   9




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Reclassification
  Cash and cash equivalents
  Short-term investments available for sale
  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 certificate 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
 December 31, 2009Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    Cash and Cash
    
    
    Short TermCost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value
    
    
    Equivalents
    
    
    InvestmentsMoney market funds
    
    $
    27,148
    
    
    $
    
    
    
    $
    
    
    
    $
    27,148
    
    
    $
    27,148
    
    
    $
    Bank certificate of deposit
    
    
    3,032
    
    
    
    
    
    
    
    
    
    
    
    3,032
    
    
    
    2,032
    
    
    
    1,000Total
    
    $
    30,180
    
    
    $
    
    
    
    $
    
    
    
    $
    30,180
    
    
    $
    29,180
    
    
    $
    1,000
      Fair value of financial instruments
   10




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##### Table of Contents



Accounts receivable
   Fiscal 2010
    
    $
    14Fiscal 2011
    
    
    25Total gross receivable
    
    
    39Less: amount representing interest
    
    
    (3
    )Net contracts receivable
    
    $
    36
 Inventories
    March 31,
    
    
    December 31,2009
    
    
    2009Raw materials and components
    
    $
    9,629
    
    
    $
    11,427Work in process
    
    
    1,753
    
    
    
    587Finished goods
    
    
    8,850
    
    
    
    12,503$
    20,232
    
    
    $
    24,517
 Property and Equipment
  March 31,
    
    
    December 31,2009
    
    
    2009(As Restated)Land and land improvements
    
    $
    822
    
    
    $
    1,436Buildings
    
    
    5,435
    
    
    
    14,060Furniture, fixtures and office equipment
    
    
    3,432
    
    
    
    5,126Plant equipment
    
    
    6,882
    
    
    
    7,389Construction in progress
    
    
    11,366
    
    
    
    5,79627,937
    
    
    
    33,807Less: accumulated depreciation and amortization
    
    
    (4,938
    )
    
    
    (6,625
    )Net property and equipment
    
    $
    22,999
    
    
    $
    27,182
  11




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##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2009Equipment
    
    $
    1,104
    
    
    $
    645Less: accumulated amortization
    
    
    (477
    )
    
    
    (333
    )Net equipment
    
    $
    627
    
    
    $
    312
  Patents and Licenses
  Long-term Receivables
  Investment
  Other Long-Term Assets
  Accrued Expenses
   12




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Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009Beginning of period
    
    $
    46
    
    
    $
    42
    
    
    $
    69
    
    
    $
    55Provision to cost of revenue
    
    
    10
    
    
    
    40
    
    
    
    35
    
    
    
    60Charges
    
    
    (1
    )
    
    
    (44
    )
    
    
    (49
    )
    
    
    (77
    )End of period
    
    $
    55
    
    
    $
    38
    
    
    $
    55
    
    
    $
    38
 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
        13




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##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2009Deferred revenue  current liability
    
    $
    103
    
    
    $
    98Deferred revenue  long-term liability
    
    
    36
    
    
    
    176Total deferred revenue
    
    $
    139
    
    
    $
    274
 Income Taxes
   Nine Months Ended,December 31, 2008
    
    
    December 31, 2009Unrecognized tax benefits as of beginning of period
    
    $
    392
    
    
    $
    397Decreases relating to settlements with tax authorities
    
    
    (5
    )
    
    
    Additions based on tax positions related to the current period positions
    
    
    10
    
    
    
    1Unrecognized tax benefits as of end of period
    
    $
    397
    
    
    $
    398
   Nine Months EndedDecember 31, 2008
    
    
    December 31, 2009(As Restated)Statutory federal tax rate
    
    
    34.00
    %
    
    
    (34.0
    )%State taxes, net
    
    
    5.89
    %
    
    
    2.6
    %Stock-based compensation expense
    
    
    6.05
    %
    
    
    5.0
    %Federal tax credit
    
    
    0.00
    %
    
    
    (3.5
    )%State tax credit
    
    
    0.00
    %
    
    
    (0.4
    )%Permanent differences
    
    
    0.00
    %
    
    
    0.1
    %Change in valuation reserve
    
    
    0.00
    %
    
    
    5.1
    %Other, net
    
    
    0.36
    %
    
    
    2.7
    %Effective income tax rate
    
    
    46.30
    %
    
    
    (22.4
    )%
   14




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##### Table of Contents



Stock Option Plans
  Three Months Ended December 31,
    
    
    Nine Months Ended December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009Weighted average expected term
    
    5.2 years
    
    
    5.9 years
    
    
    5.6 years
    
    
    6.4 yearsRisk-free interest rate
    
    
    2.19
    %
    
    
    2.33
    %
    
    
    3.15
    %
    
    
    2.56
    %Expected volatility
    
    
    60
    %
    
    
    60
    %
    
    
    60
    %
    
    
    60
    %Expected forfeiture rate
    
    
    2
    %
    
    
    3
    %
    
    
    2
    %
    
    
    3
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 Net Income (Loss) per Common Share
   Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009(As Restated)
    
    
    
    
    
    
    (As Restated)Numerator:Net income (loss)
    
    $
    1,154
    
    
    $
    754
    
    
    $
    1,641
    
    
    $
    (2,257
    )Denominator:Weighted-average common shares outstanding
    
    
    25,203,827
    
    
    
    21,792,175
    
    
    
    26,398,338
    
    
    
    21,709,799Weighted-average effect of restricted stock, and assumed conversion of stock options and warrants
    
    
    1,210,923
    
    
    
    775,400
    
    
    
    2,312,427
    
    
    
    810,315Weighted-average common shares and common share equivalents outstanding
    
    
    26,414,750
    
    
    
    22,567,575
    
    
    
    28,710,765
    
    
    
    22,520,114
 Concentration of Credit Risk and Other Risks and Uncertainties
     Segment Information
    15




---



##### Table of Contents



Recent Accounting Pronouncements
 Multiple-Deliverable
Revenue Arrangements  a consensus of the FASB Emerging Issues Task Force
 Accounting and Reporting for Decreases in Ownership of a Subsidiary
 Accounting for Distributions
to Shareholder with Components of Stock and Cash
 NOTE D  RELATED PARTY TRANSACTIONS
       16




---



##### Table of Contents



NOTE E  LONG-TERM DEBT
  March 31,
    
    
    December 31,2009
    
    
    2009Term note
    
    $
    1,235
    
    
    $
    1,073First mortgage note payable
    
    
    990
    
    
    
    944Debenture payable
    
    
    885
    
    
    
    857Lease obligations
    
    
    227
    
    
    
    22Other long-term debt
    
    
    1,125
    
    
    
    1,126Total long-term debt
    
    
    4,462
    
    
    
    4,022Less current maturities
    
    
    (815
    )
    
    
    (650
    )Long-term debt, less current maturities
    
    $
    3,647
    
    
    $
    3,372
 Revolving Credit Agreement
      17




---



##### Table of Contents



NOTE F  COMMITMENTS AND CONTINGENCIES
 Operating Leases and Purchase Commitments
  Litigation
    NOTE G  SHAREHOLDERS EQUITY
 Share Repurchase Program
  Shareholder Rights Plan
    18




---



##### Table of Contents



NOTE H  STOCK OPTIONS AND WARRANTS
    Three Months Ended December 31,
    
    
    Nine Months Ended December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009Cost of product revenue
    
    $
    68
    
    
    $
    51
    
    
    $
    198
    
    
    $
    163General and administrative
    
    
    121
    
    
    
    135
    
    
    
    546
    
    
    
    400Sales and marketing
    
    
    157
    
    
    
    205
    
    
    
    428
    
    
    
    472Research and development
    
    
    12
    
    
    
    10
    
    
    
    32
    
    
    
    29Total
    
    $
    358
    
    
    $
    401
    
    
    $
    1,204
    
    
    $
    1,064
   Options OutstandingWeightedWeighted
    
    
    AverageShares
    
    
    
    
    
    
    Average
    
    
    Remaining
    
    
    AggregateAvailable for
    
    
    Number
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicGrant
    
    
    of Shares
    
    
    Price
    
    
    Term (in years)
    
    
    valueBalance at March 31, 2009
    
    
    1,070,954
    
    
    
    3,680,945
    
    
    $
    3.40
    
    
    
    6.82Granted stock options
    
    
    (624,518
    )
    
    
    624,518
    
    
    
    3.38Granted shares in lieu of cash compensation
    
    
    (7,764
    )
    
    
    
    
    
    
    Forfeited
    
    
    347,965
    
    
    
    (347,965
    )
    
    
    5.07Exercised
    
    
    
    
    
    
    (393,298
    )
    
    
    1.64Balance at December 31, 2009
    
    
    786,637
    
    
    
    3,564,200
    
    
    $
    3.43
    
    
    
    6.71
    
    
    $
    5,712,982Exercisable at December 31, 2009
    
    
    
    
    
    
    1,742,831
    
    
    $
    2.67
    
    
    
    5.25
    
    
    $
    3,535,649
  19




---



##### Table of Contents



Non-vested at March 31, 2009
    
    
    1,821,827Granted
    
    
    624,518Vested
    
    
    (277,011
    )Forfeited
    
    
    (347,965
    )Non-vested at December 31, 2009
    
    
    1,821,369
   WeightedAverageNumber of
    
    
    ExerciseShares
    
    
    PriceBalance at March 31, 2009
    
    
    488,504
    
    
    $
    2.31Issued
    
    
    
    
    
    
    Exercised
    
    
    (131,360
    )
    
    $
    2.30Cancelled
    
    
    
    
    
    
    Balance at December 31, 2009
    
    
    357,144
    
    
    $
    2.32
  Number ofExercise Price
    
    Warrants
    
    
    Expiration$2.25
    
    
    38,980
    
    
    Fiscal 2014$2.30
    
    
    280,904
    
    
    Fiscal 2010$2.50
    
    
    37,260
    
    
    Fiscal 2011Total
    
    
    357,144
  20




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with our unaudited consolidated
financial statements and related notes, included elsewhere in this Quarterly Report on Form 10-Q/A.
The information below has been adjusted to reflect the impact of the restatement of our financial
results which is more fully described in Note B Restatement to the unaudited consolidated
financial statements contained in this Quarterly Report on Form 10-Q/A and under the paragraph
Restatement of Previously Issued Consolidated Financial Statements below and does not reflect any
subsequent information or events occurring after the Original Filing or to modify or update those
disclosures affected by subsequent events.
 Cautionary Note Regarding Forward-Looking Statements
 Any statements in this Quarterly Report on Form 10-Q/A about our expectations, beliefs, plans,
objectives, prospects, financial condition, assumptions or future events or performance are not
historical facts and are forward-looking statements as that term is defined under the federal
securities laws. These statements are often, but not always, made through the use of words or
phrases such as believe, anticipate, should, intend, plan, will, expects,
estimates, projects, positioned, strategy, outlook and similar words. You should read the
statements that contain these types of words carefully. Such forward-looking statements are subject
to a number of risks, uncertainties and other factors that could cause actual results to differ
materially from what is expressed or implied in such forward-looking statements. There may be
events in the future that we are not able to predict accurately or over which we have no control.
Potential risks and uncertainties include, but are not limited to, those discussed in Part I, Item
1A. Risk Factors in our 2009 Annual Report filed on Form 10-K for the year ended March 31, 2009
and elsewhere in this Quarterly Report. We urge you not to place undue reliance on these
forward-looking statements, which speak only as the date of this report. We do not undertake any
obligation to release publicly any revisions to such forward-looking statements to reflect events
or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
 Restatement of Prior Period Financial Statements
    Background of the Restatement
    
 
 
  21




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##### Table of Contents



Consolidated Balance Sheets as of December 31, 2009As Previouslyreported
    
    
    Adjustments
    
    
    As RestatedAssets:Accounts receivable
    
    $
    13,397
    
    
    $
    1,020
    
    
    $
    14,417Deferred tax assets, current
    
    
    549
    
    
    
    806
    
    
    
    1,355Prepaid expenses and other current assets
    
    
    1,955
    
    
    
    633
    
    
    
    2,588Total current assets
    
    
    73,354
    
    
    
    2,459
    
    
    
    75,813Property and equipment, net
    
    
    30,732
    
    
    
    (3,550
    )
    
    
    27,182Deferred tax assets, long-term
    
    
    1,826
    
    
    
    (1,227
    )
    
    
    599Accounts receivable, long-term
    
    
    
    
    
    
    3,686
    
    
    
    3,686Total assets
    
    
    107,495
    
    
    
    1,368
    
    
    
    108,863Liabilities and Shareholders Equity:Accrued expenses
    
    
    2,792
    
    
    
    261
    
    
    
    3,053Shareholders equity:Retained deficit
    
    
    (2,009
    )
    
    
    1,107
    
    
    
    (902
    )
 Consolidated Statements of OperationsThree months ended December 31, 2009
    
    
    Nine months ended December 31, 2009As Previously
    
    
    
    
    
    
    
    
    
    
    As Previouslyreported
    
    
    Adjustments
    
    
    As Restated
    
    
    reported
    
    
    Adjustments
    
    
    As RestatedProduct revenue
    
    $
    17,205
    
    
    $
    1,532
    
    
    $
    18,737
    
    
    $
    41,645
    
    
    $
    4,234
    
    
    $
    45,879Cost of product revenue
    
    
    10,633
    
    
    
    1,227
    
    
    
    11,860
    
    
    
    27,727
    
    
    
    3,002
    
    
    
    30,729Interest expense
    
    
    (67
    )
    
    
    1
    
    
    
    (66
    )
    
    
    (197
    )
    
    
    5
    
    
    
    (192
    )Dividend and interest
income
    
    
    49
    
    
    
    108
    
    
    
    157
    
    
    
    248
    
    
    
    291
    
    
    
    539Income tax expense
(benefit)
    
    
    (249
    )
    
    
    467
    
    
    
    218
    
    
    
    (1,072
    )
    
    
    420
    
    
    
    (652
    )Net income (loss)
    
    
    807
    
    
    
    (53
    )
    
    
    754
    
    
    
    (3,365
    )
    
    
    1,107
    
    
    
    (2,257
    )Net income (loss) per
share attributable to
common shareholders 
basic
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    (0.10
    )Net income (loss) per
share attributable to
common shareholders 
diluted
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    (0.10
    )Weighted average
common shares
outstanding  basic
    
    
    21,792,175
    
    
    
    
    
    
    
    21,792,175
    
    
    
    21,709,799
    
    
    
    
    
    
    
    21,709,799Weighted average
common shares
outstanding  diluted
    
    
    22,567,575
    
    
    
    
    
    
    
    22,567,575
    
    
    
    21,709,799
    
    
    
    
    
    
    
    21,709,799
  22




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##### Table of Contents



Consolidated Statements of Cash FlowsNine months ended December 31, 2009As PreviouslyReported
    
    
    Adjustments
    
    
    As RestatedNet loss
    
    $
    (3,365
    )
    
    $
    1,107
    
    
    $
    (2,257
    )Deferred income tax benefit
    
    
    (1,234
    )
    
    
    421
    
    
    
    (813
    )Accounts receivable
    
    
    (1,950
    )
    
    
    (1,019
    )
    
    
    (2,969
    )Prepaid
expenses and other assets and liabilities
    
    
    1,414
    
    
    
    (4,165
    )
    
    
    (2,751
    )Accrued expenses
    
    
    633
    
    
    
    105
    
    
    
    738Net cash used in operating activities
    
    
    (175
    )
    
    
    (3,551
    )
    
    
    (3,726
    )Purchase of property and equipment
    
    
    (4,268
    )
    
    
    126
    
    
    
    (4,142
    )Purchase of property and equipment leased to customers under operating leases
    
    
    (5,328
    )
    
    
    3,425
    
    
    
    (1,903
    )Net cash used in investing activities
    
    
    (4,254
    )
    
    
    3,551
    
    
    
    (703
    )
  Overview
       23




---



##### Table of Contents



Revenue and Expense Components
 Revenue.
     24




---



##### Table of Contents



Contracted Revenue.
 Backlog.
 Cost of Revenue.
  25




---



##### Table of Contents



Gross Margin.
 Operating Expenses.
       26




---



##### Table of Contents



Interest Expense.
 Dividend and Interest Income.
 Income Taxes.
 Results of Operations
  Three Months Ended December 31,
    
    
    Nine Months Ended December 31,2008
    
    
    2009
    
    
    2008
    
    
    2009(As Restated)
    
    
    (As Restated)
    
    
    (As Restated)
    
    
    
    
    
    
    
    
    
    
    (As Restated)
    
    
    (As Restated)
    
    
    (As Restated)% of
    
    
    
    
    
    
    % of
    
    
    %
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    %Amount
    
    
    Revenue
    
    
    Amount
    
    
    Revenue
    
    
    Change
    
    
    Amount
    
    
    Revenue
    
    
    Amount
    
    
    Revenue
    
    
    ChangeProduct revenue
    
    $
    20,671
    
    
    
    92.4
    %
    
    $
    18,737
    
    
    
    90.0
    %
    
    
    (9.4
    )%
    
    $
    50,840
    
    
    
    88.8
    %
    
    $
    45,879
    
    
    
    90.4
    %
    
    
    (9.8
    )%Service revenue
    
    
    1,704
    
    
    
    7.6
    %
    
    
    2,090
    
    
    
    10.0
    %
    
    
    22.7
    %
    
    
    6,401
    
    
    
    11.2
    %
    
    
    4,897
    
    
    
    9.6
    %
    
    
    (23.5
    )%Total revenue
    
    
    22,375
    
    
    
    100.0
    %
    
    
    20,827
    
    
    
    100.0
    %
    
    
    (6.9
    )%
    
    
    57,241
    
    
    
    100.0
    %
    
    
    50,776
    
    
    
    100.0
    %
    
    
    (11.3
    )%Cost of product revenue
    
    
    13,644
    
    
    
    61.0
    %
    
    
    11,860
    
    
    
    56.9
    %
    
    
    (13.1
    )%
    
    
    33,724
    
    
    
    58.9
    %
    
    
    30,729
    
    
    
    60.5
    %
    
    
    (8.9
    )%Cost of service revenue
    
    
    1,311
    
    
    
    5.9
    %
    
    
    1,568
    
    
    
    7.5
    %
    
    
    19.6
    %
    
    
    4,565
    
    
    
    8.0
    %
    
    
    3,455
    
    
    
    6.8
    %
    
    
    (24.3
    )%Total cost of revenue
    
    
    14,955
    
    
    
    66.8
    %
    
    
    13,428
    
    
    
    64.5
    %
    
    
    (10.2
    )%
    
    
    38,289
    
    
    
    66.9
    %
    
    
    34,184
    
    
    
    67.3
    %
    
    
    (10.7
    )%Gross profit
    
    
    7,420
    
    
    
    33.2
    %
    
    
    7,399
    
    
    
    35.5
    %
    
    
    (0.3
    )%
    
    
    18,952
    
    
    
    33.1
    %
    
    
    16,592
    
    
    
    32.7
    %
    
    
    (12.5
    )%General and administrative expenses
    
    
    2,438
    
    
    
    10.9
    %
    
    
    3,051
    
    
    
    14.6
    %
    
    
    25.1
    %
    
    
    7,946
    
    
    
    13.9
    %
    
    
    9,357
    
    
    
    18.4
    %
    
    
    17.8
    %Sales and marketing expenses
    
    
    2,741
    
    
    
    12.3
    %
    
    
    3,063
    
    
    
    14.7
    %
    
    
    11.7
    %
    
    
    8,164
    
    
    
    14.3
    %
    
    
    9,176
    
    
    
    18.1
    %
    
    
    12.4
    %Research and development expenses
    
    
    347
    
    
    
    1.6
    %
    
    
    404
    
    
    
    1.9
    %
    
    
    16.4
    %
    
    
    1,138
    
    
    
    2.0
    %
    
    
    1,315
    
    
    
    2.6
    %
    
    
    15.6
    %Income (loss) from operations
    
    
    1,894
    
    
    
    8.4
    %
    
    
    881
    
    
    
    4.2
    %
    
    
    (53.5
    )%
    
    
    1,704
    
    
    
    2.9
    %
    
    
    (3,256
    )
    
    
    (6.4
    )%
    
    
    (291.1
    )%Interest expense
    
    
    33
    
    
    
    0.1
    %
    
    
    66
    
    
    
    0.3
    %
    
    
    100.0
    %
    
    
    141
    
    
    
    0.2
    %
    
    
    192
    
    
    
    0.4
    %
    
    
    36.2
    %Dividend and interest income
    
    
    325
    
    
    
    1.5
    %
    
    
    157
    
    
    
    0.8
    %
    
    
    (51.7
    )%
    
    
    1,492
    
    
    
    2.6
    %
    
    
    539
    
    
    
    1.1
    %
    
    
    (63.9
    )%Income (loss) before income tax
    
    
    2,186
    
    
    
    9.8
    %
    
    
    972
    
    
    
    4.7
    %
    
    
    (55.5
    )%
    
    
    3,055
    
    
    
    5.3
    %
    
    
    (2,909
    )
    
    
    (5.7
    )%
    
    
    (195.2
    )%Income tax expense (benefit)
    
    
    1,032
    
    
    
    4.6
    %
    
    
    218
    
    
    
    1.0
    %
    
    
    (78.9
    )%
    
    
    1,414
    
    
    
    2.5
    %
    
    
    (652
    )
    
    
    (1.3
    )%
    
    
    (146.1
    )%Net income (loss)
    
    $
    1,154
    
    
    
    5.2
    %
    
    $
    754
    
    
    
    3.6
    %
    
    
    (34.7
    )%
    
    $
    1,641
    
    
    
    2.8
    %
    
    $
    (2,257
    )
    
    
    (4.4
    )%
    
    
    (237.5
    )%
 
 NM = Not Meaningful Revenue.
 Cost of Revenue and Gross Margin.
  27




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Operating Expenses
 General and Administrative.
  Sales and Marketing.
  Research and Development.
 Interest Expense.
 Dividend and Interest Income.
 Income Taxes.
  28




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##### Table of Contents



Liquidity and Capital Resources
 Overview
    Cash Flows
  Nine Months EndedDecember 31,2008
    
    
    2009(As Restated)Operating activities
    
    $
    (468
    )
    
    $
    (3,726
    )Investing activities
    
    
    (33,491
    )
    
    
    (703
    )Financing activities
    
    
    (20,178
    )
    
    
    202Decrease in cash and cash equivalents
    
    $
    (54,137
    )
    
    $
    (4,227
    )
 Cash Flows Related to Operating Activities.
   Cash Flows Related to Investing Activities.
  29




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Cash Flows Related to Financing Activities.
  Working Capital
  Indebtedness
 Revolving Credit Agreement
    30




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##### Table of Contents



Capital Spending
  Contractual Obligations and Commitments
  Less than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    YearsBank debt obligations
    
    $
    4,022
    
    
    $
    650
    
    
    $
    1,245
    
    
    $
    943
    
    
    $
    1,184Cash interest payments on debt
    
    
    1,014
    
    
    
    200
    
    
    
    301
    
    
    
    176
    
    
    
    337Operating lease obligations
    
    
    3,040
    
    
    
    925
    
    
    
    1,702
    
    
    
    261
    
    
    
    152Purchase order and cap-ex commitments (1)
    
    
    11,716
    
    
    
    11,422
    
    
    
    294
    
    
    
    
    
    
    
    Total
    
    $
    19,792
    
    
    $
    13,197
    
    
    $
    3,542
    
    
    $
    1,380
    
    
    $
    1,673
 
 (1)
    
    Reflects non-cancellable purchase order commitment in the amount of $11.1 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 $0.6 million for improvements to
information technology systems and manufacturing equipment and tooling. Off-Balance Sheet Arrangements
  Inflation
  Critical Accounting Policies and Estimates
   31




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##### Table of Contents



Recent Accounting Pronouncements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
  Evaluation of Disclosure Controls and Procedures
   
 PART II OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
     32




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (b) Use of Proceeds
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  (I)
    
    The name of each director elected at the Annual Meeting and the name of each
other director whose term of office as a director continued after the Annual Meeting is
as follows:
 Class I Directors
    
    Class II Directors
    
    Class III DirectorsThomas A. Quadracci
    
    Roland G. Stephenson
    
    Neal R. VerfuerthMichael J. Potts
    
    Mark C. Williamson
    
    James R. KackleyMichael W. Altschaefl
  33




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##### Table of Contents



(II)
    
    The election of three Class II directors named below to serve until the 2012
Annual Meeting of Shareholders. There was no solicitation in opposition to the nominees
listed in the proxy statement, and the nominees were elected.
 VotesNominee
    
    For
    
    
    WithheldRoland G. Stephenson
    
    
    14,547,440
    
    
    
    2,437,079Mark C. Williamson
    
    
    15,589,537
    
    
    
    1,394,982Michael W. Altschaefl
    
    
    15,876,491
    
    
    
    1,108,028
 (III)
    
    The approval of the ratification of Grant Thornton LLP to serve as our
independent registered public accounting firm for our fiscal year 2010.
 VotesFirm
    
    For
    
    
    Against
    
    
    AbstainGrant Thornton LLP
    
    
    16,617,317
    
    
    
    173,427
    
    
    
    193,775
 
 ITEM 5.
    
    OTHER INFORMATION
 Statistical Data
  Cumulative FromDecember 1, 2001Through December 31, 2009(in thousands, unaudited)HIF lighting systems sold(1)
    
    
    1,667Total units sold (including HIF lighting systems)
    
    
    2,156Customer kilowatt demand reduction(2)
    
    
    504Customer kilowatt hours saved(2)(3)
    
    
    10,158,182Customer electricity costs saved(4)
    
    $
    782,180Indirect carbon dioxide emission reductions from customers energy savings (tons)(5)
    
    
    6,752Square footage retrofitted(6)
    
    
    850,644
 
 (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 2.0
million units).(3)
    
    We calculate the number of kilowatt hours saved on a cumulative basis by assuming the
reduction of 0.241 kilowatts of electricity consumption per six-lamp equivalent unit we
install 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 $0.098 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. The calculation of indirect carbon dioxide emissions reductions
reflects the most recent Environmental Protection Agency eGrid data.(6)
    
    Based on 2.16 million total units sold, which contain a total of approximately 10.8 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.  34




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##### Table of Contents



ITEM 6.
    
    EXHIBITS
 (a) Exhibits
 10.1
    
    
    Second Amendment, dated December 18, 2009, to the Credit Agreement, dated as of March
18, 2008, among Orion Energy Systems, Inc., Great Lakes Energy Technologies, LLC, and Wells
Fargo Bank, National Association (incorporated by reference to the Exhibit 10.1 to the
Current Report on Form 8-K dated December 18, 2009 of Orion Energy Systems, Inc.).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 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 2002.32.2
    
    
    Certification of 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.
  35




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##### Table of Contents



SIGNATURE
  ORION ENERGY SYSTEMS, INC.
RegistrantBy
    

/s/ Scott R. JensenScott R. JensenChief Financial Officer
(Principal Financial Officer and Authorized Signatory)  36




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##### Table of Contents



Exhibit Index to Form 10-Q for the Period Ended December 31, 2009
 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 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 2002.32.2
    
    
    Certification of 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.
  37