Orion Energy Systems, Inc. Announces Fiscal 2011 Second Quarter Results

October 26, 2010 at 4:43 PM EDT

MANITOWOC, Wis., Oct 26, 2010 (GlobeNewswire via COMTEX News Network) -- Orion Energy Systems, Inc. (NYSE Amex:OESX), a power technology enterprise that designs, manufactures and deploys energy management solutions for the commercial and industrial sectors, today announced financial results for its fiscal 2011 second quarter and fiscal year-to-date period ended September 30, 2010.

Second Quarter of Fiscal 2011

For the second quarter of fiscal 2011, Orion reported a record level of contracted revenues of $29.2 million, a 44% increase versus the prior year fiscal 2010 second quarter total of $20.3 million. Included in the $29.2 million were $23.9 million in cash orders and $5.3 million in financed contracts from Orion Throughput Agreements (OTAs). Prior year contracted revenues included $17.9 million in cash orders and $2.4 million in financed contracts from OTA agreements. See the section below titled "Definition of Contracted Revenues" for details on how Orion defines contracted revenues. Orion also reported revenues of $13.7 million under generally accepted accounting principles (GAAP), a 6% decline compared to $14.6 million for the second quarter of fiscal 2010. The year-over-year decline was primarily the result of a record level of backlog at the end of the second quarter due to a large influx of orders toward the end of September, which were not able to be produced and shipped within the quarter. Total backlog at the end of the second quarter of fiscal 2011 was $13.7 million, compared to $3.6 million at the end of the first quarter of fiscal 2011. Orion generally expects this backlog to be recognized as GAAP revenue in the third quarter of fiscal 2011.

For the second quarter of fiscal 2011, the Company reported non-GAAP net income of $0.7 million, or $0.03 per share, compared to a non-GAAP net loss of $(1.0 million), or $(0.05) per share, for the second quarter of fiscal 2010. See the section below titled "Non-GAAP Financial Measures Reconciliation" for details on how Orion determines non-GAAP net income. For the second quarter of fiscal 2011, the Company reported a GAAP net loss of $(0.2 million), or $(0.01) per share, compared to a GAAP net loss of $(1.4 million), or $(0.06) per share for the second quarter of fiscal 2010.

Six Months Ended -- Year-to-Date Fiscal 2011

For the first six months of fiscal 2011, Orion also reported a record level of contracted revenues of $48.0 million, a 34% increase compared to $35.8 million for the same period in fiscal 2010. Included in the $48.0 million were $38.6 million in cash orders and $9.4 million in financed contracts from OTAs and solar technology power purchase agreements (PPAs). Contracted revenues for the first six months of fiscal 2010 included $31.1 million in cash orders and $4.7 million in financed contracts from OTAs. For the first six months of fiscal 2011, GAAP revenues were $28.4 million, an increase of 4% compared to $27.2 million for the same period in fiscal 2010.

For the first six months of fiscal 2011, the Company reported non-GAAP net income of $0.2 million, or $0.01 per share, compared to a non-GAAP net loss of $(3.4 million), or $(0.16) per share for the same period in fiscal 2010. For the first six months of fiscal 2011, the Company reported a GAAP net loss of $(1.2 million), or $(0.05) per share, compared to a GAAP net loss of $(4.2 million), or $(0.19) per share for the same period of fiscal 2010.

Key Business Highlights

During the second quarter of fiscal 2011:

  --  Orion increased the number of facilities retrofitted with its Compact
      Modular high-intensity fluorescent lighting technology to 6,128 as of
      the end of the second quarter fiscal 2011 (compared to 5,870 as of the
      end of the first quarter of fiscal 2011), representing 957 million
      square feet of installed facilities.

  --  Total deployments of the InteLite(R) wireless controls increased to 448
      customer locations, consisting of 49,324 transceivers and 486 control
      panels (compared to 35,631 transceivers and 446 control panels as of the
      end of the first quarter of fiscal 2011). The deployments represent 22.2
      million square feet of installed facilities as of the end of the second
      quarter of fiscal 2011 (compared to 16 million square feet as of the end
      of the first quarter of fiscal 2011).

  --  Total Apollo(R) solar light pipes installed increased to 7,581 total
      units (compared to 6,339 total units as of the end of the first quarter
      2011), representing 3.4 million square feet of installed facilities as
      of the end of the second quarter of fiscal 2011 (compared to 2.9 million
      square feet of installed facilities as of the end of the first quarter
      of fiscal 2011).

  --  Orion received its single largest order in the Company's history
      relating to an $8.2 million cash solar power project, which was included
      in backlog as of September 30, 2010.

  --  The Company entered into a $2.9 million OTA with a key customer
      involving the retrofitting of Orion's Compact Modular lighting and the
      new installation of InteLite(R) wireless controls. The Company believes
      the significance of this order is the value proposition to be enjoyed by
      the customer in replacing Orion's existing lighting technology -- that
      is working fine -- in order to implement the Company's integrated
      system.

  --  A $2.4 million financing agreement was entered into with First Business
      Bank, headquartered in Madison, WI, to provide additional capital to
      support the Company's growing OTA and PPA business.


Neal Verfuerth, Chief Executive Officer of Orion commented, "Now more than ever, I'm convinced that we're absolutely in the right place at the right time in the energy world. I see the market opening up and major opportunities continuing to develop for our products and services. Our dedicated team of salespeople and other sales and marketing personnel, as well as our independent partners and other channel relationships, are currently working diligently on a robust pipeline of potential cash and financed projects, including some interesting solar opportunities."

"Our products, systems and solutions result in Orion essentially being a power plant to our customers -- which means we're in the business of deploying assets and harvesting a compelling return on those assets," continued Mr. Verfuerth. "However, one of the biggest challenges we continue to face is that capital expenditure budgets are still tied up. In the meantime, we will continue to work in gaining momentum with our innovative OTA and PPA financing solutions, and will be well positioned when the capital spending environment within corporate America demonstrates a sustainable recovery."

Fiscal 2011 Outlook

The Company is reaffirming its previously stated fiscal 2011 guidance for contracted revenue, GAAP Revenue, non-GAAP earnings per share and GAAP earnings per share. The basis for maintaining guidance is due to the record level of backlog at the end of the second quarter, the business trends experienced thus far in the third quarter, along with a somewhat increased level of visibility from a strong pipeline of potential cash and financed projects. For fiscal 2011 (ending March 31, 2011), contracted revenues are still anticipated to be between $100 million and $110 million. The Company continues to expect 20% to 25% of its anticipated fiscal 2011 contracted revenues to be driven by projects completed through its OTAs and PPAs. Orion still expects its fiscal 2011 GAAP revenues to be within the range of $78 million and $84 million.

Orion continues to believe that its non-GAAP earnings per share for fiscal 2011 will be in the range of $0.25 to $0.33 per diluted share. On a GAAP basis, the expectation of earnings per share for fiscal 2011 remains between $0.02 and $0.10 per diluted share. The achievability of this range remains highly dependent upon the percentage of contracted revenues realized from OTAs and PPAs.

The above guidance is based on the Company's current expectations. These statements are forward-looking and actual results may differ materially. The Company assumes no obligation to publicly update or revise its outlook. Investors are reminded that actual results may differ from these estimates for the reasons described below under the caption "Safe Harbor Statement" and in the Company's filings with the Securities and Exchange Commission.

Cash, Debt and Liquidity Position

Orion had $13.3 million in cash and cash equivalents and $1.0 million in short-term investments as of September 30, 2010, compared to $16.2 million and $1.0 million, respectively, at June 30, 2010. Total short and long-term debt was $6.1 million as of September 30, 2010, compared to $3.6 million at June 30, 2010. There were no borrowings outstanding under the Company's revolving credit facility as of September 30, 2010, which has an availability of $15 million.

Orion currently has been funding the system costs of its OTA and PPA financing contracts primarily with its own cash. To ensure long-term capital support for the expected growth of these financing programs, the Company continues to pursue several debt financing alternatives in order to provide funding to specifically support the equipment and purchases that underlie the OTAs and PPAs. The Company believes the $2.4 million financing agreement entered into during the second quarter is an initial validation of the ability to finance its OTA and PPA projects.

Supplemental Information

In conjunction with this press release, Orion has posted supplemental information on its website which further discusses the financial performance of the Company for the three and six months ended September 30, 2010. The purpose of the supplemental information is to provide further discussion and analysis of the Company's financial results for the second quarter and first six months of fiscal 2011. The supplemental information can be found in the Investor Relations section of Orion's Web site at http://investor.oriones.com/events.cfm.

Conference Call

Orion will host a conference call on Tuesday, October 26, 2010 at 5:00 p.m. Eastern (4:00 p.m. Central/2:00 p.m. Pacific) to discuss details regarding its fiscal 2011 second quarter performance. Domestic callers may access the earnings conference call by dialing 877-754-5294 (international callers, dial 678-894-3013). Investors and other interested parties may also go to the Investor Relations section of Orion's Web site at http://investor.oriones.com/events.cfm for a live webcast of the conference call. To ensure a timely connection, it is recommended that users register at least 15 minutes prior to the webcast.

Definition of Contracted Revenues

Orion defines contracted revenues, which is a financial measurement not recognized under GAAP, as contracted revenue from firm customer purchase orders received, including both purchase orders payable immediately in cash and for potential future revenues expected to be realized under firm OTAs and solar PPAs which are expected to be paid by the Company's customers over the life of the OTAs and solar PPAs. For OTA and cash contracted revenues, Orion generally expects that it will begin to recognize GAAP revenue under the terms of the agreements within 90 days from the firm contract date. For PPA contracted revenues, Orion generally expects that it will begin to recognize GAAP revenue under the terms of the PPAs within 180 days from the firm contract date. Orion believes that total contracted revenues are a key financial metric for evaluating and measuring the Company's performance because the measure is an indicator of the Company's success in its customers' adoption and acceptance of the Company's energy products and services as it measures firm contracted revenue value, regardless of the contract's cash or deferred financing structure and the related different GAAP revenue recognition treatment.

Included below is a reconciliation of contracted revenues to revenues recognized under GAAP for the fiscal 2011 second quarter and fiscal year-to-date period ended September 30, 2010 (in millions).

                                                                     Three months   Six months
                                                                        ended         ended
                                                                      September     September
                                                                       30, 2010      30, 2010

  Total contracted revenues                                                $ 29.1        $ 48.0

  Change in backlog (1)                                                    (10.1)        (10.5)


  Contracted revenue from OTAs and PPAs (2)                                 (5.3)         (9.5)


  Other miscellaneous                                                          --           0.4
                                                                     ------------  ------------


  Revenue -- GAAP basis                                                    $ 13.7        $ 28.4
                                                                     ============  ============

  (1) Change in backlog reflects the (increase) or decrease in cash orders at the end of the
  respective period where product delivery or service performance has not yet occurred. GAAP
  revenue will be recognized when the performance conditions have been satisfied, typically
  within 90 days from the end of the period.

  (2) Contracted revenues from OTAs and PPAs are subtracted to reconcile the GAAP revenue
  as recognition of GAAP revenue will occur in future periods.

Use of Non-GAAP Financial Measures

Orion reports all financial information required in accordance with GAAP and also provides certain non-GAAP financial measures. A non-GAAP financial measure refers to a numerical measure of the Company's historical or future financial performance, financial position or cash flows that includes (or excludes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. Specifically, the Company provides OTA and PPA adjusted revenues, OTA and PPA adjusted net income (loss) and OTA and PPA adjusted earnings (loss) per share data as additional information related to the Company's operating results. The Company presents these non-GAAP financial measures as a complement to results provided in accordance with GAAP because management believes that these non-GAAP financial measures help reflect underlying trends in the Company's business and are important in comparing current results with prior period results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for revenue, net income (loss) or earnings (loss) per share prepared in accordance with GAAP.

Orion's management uses the foregoing non-GAAP financial measurements, which reflect the discounted expected future revenue to be derived from OTAs and PPAs and the discounted tax-effected contribution to net income from these contracts, to evaluate its ongoing operations and for internal planning, budgeting, forecasting and business management purposes. Accordingly, Orion believes it is useful for its investors to review, as applicable, information that both includes and excludes the expected future revenue and income contributions from its OTAs and PPAs in order to assess the relative performance of Orion's business. Management includes within the Company's reported contracted revenues the impact of the future potential gross revenue from OTAs and the discounted future potential revenue from PPAs because management believes that these adjustments reflect the increasing shift of customer purchasing decisions from cash purchases to the Company's OTA and PPA product purchase financing solution. Schedules that reconcile the Company's GAAP and Non-GAAP financial measures are included with this release. Investors are encouraged to review these reconciliations to ensure that they have a thorough understanding of the reported non-GAAP financial measures and their most directly comparable GAAP financial measures.

In Orion's earnings releases, conference calls, slide presentations and/or webcasts, it may use or discuss non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure are included in this press release after the condensed consolidated financial statements.

About Orion Energy Systems

Orion Energy Systems, Inc. (NYSE Amex: OESX) is a leading power technology enterprise that designs, manufactures and deploys energy management systems, consisting primarily of high-performance, energy efficient lighting systems and controls and related services, for commercial and industrial customers without compromising their quantity or quality of light. Since December 2001, Orion's technology has benefitted its customers and the environment by reducing its customers:

  --  Energy demand by 574,219 kilowatts, or 13.2 billion kilowatt-hours;
  --  Energy costs by more than $1.0 billion; and
  --  Indirect carbon dioxide emission by more than 8.8 million tons.


The Orion Energy Systems, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4540

Safe Harbor Statement

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe the Company's financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected, including, but not limited to, the following: (i) further deterioration of market conditions, including customer capital expenditure budgets; (ii) Orion's ability to compete in a highly competitive market and its ability to respond successfully to market competition; (iii) increasing duration of customer sales cycles; (iv) the market acceptance of Orion's products and services, including the increasing customer preferences to purchase the Company's products through its OTAs and PPAs rather than through cash purchases; (v) price fluctuations, shortages or interruptions of component supplies and raw materials used to manufacture Orion's products; (vi) loss of one or more key customers or suppliers, including key contacts at such customers; (vii) the increasing relative volume of the Company's product sales through its wholesale channel; (viii) a reduction in the price of electricity; (ix) the cost to comply with, and the effects of, any current and future government regulations, laws and policies; (x) increased competition from government subsidies and utility incentive programs; (xi) dependence on customers' capital budgets for sales of products and services; (xii) Orion's development of, and participation in, new product and technology offerings or applications; (xiii) legal proceedings, including the securities litigation pending against Orion; and (xiv) potential warranty claims. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and Orion undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov or at http://www.oriones.com in the Investor Relations section of our Web site.


                     ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except share and per share amounts)

                                   Three Months Ended         Six Months Ended
                                     September 30,             September 30,

                                   2009         2010         2009         2010
                                -----------  -----------  -----------  -----------
  Product revenue                  $ 13,763     $ 12,948     $ 24,440     $ 26,417

  Service revenue                       856          767        2,807        1,986
                                -----------  -----------  -----------  -----------
    Total revenue                    14,619       13,715       27,247       28,403

  Cost of product revenue             9,222        8,257       17,094       16,782

  Cost of service revenue               632          498        1,887        1,415
                                -----------  -----------  -----------  -----------

    Total cost of revenue             9,854        8,755       18,981       18,197
                                -----------  -----------  -----------  -----------
    Gross profit                      4,765        4,960        8,266       10,206

  Operating expenses:
  General and administrative          3,143        2,988        6,307        5,933
  Sales and marketing                 2,962        3,299        6,113        6,889

  Research and development              491          573          910        1,183
                                -----------  -----------  -----------  -----------

    Total operating expenses          6,596        6,860       13,330       14,005
                                -----------  -----------  -----------  -----------

  Loss from operations              (1,831)      (1,900)      (5,064)      (3,799)

  Other income (expense):
  Interest expense                     (74)         (54)        (130)        (124)

  Dividend and interest income           76            6          198           16
                                -----------  -----------  -----------  -----------
    Total other income
     (expense)                            2         (48)           68        (108)
                                -----------  -----------  -----------  -----------
  Loss before income tax            (1,829)      (1,948)      (4,996)      (3,907)


  Income tax benefit                  (430)      (1,788)        (824)      (2,692)
                                -----------  -----------  -----------  -----------

    Net loss                      $ (1,399)    $   (160)    $ (4,172)    $ (1,215)
                                ===========  ===========  ===========  ===========

  Basic net loss per share
   attributable to common
   shareholders                    $ (0.06)     $ (0.01)     $ (0.19)     $ (0.05)
  Weighted-average common
   shares outstanding            21,707,477   22,638,638   21,648,246   22,581,188
  Diluted net loss per share
   attributable to common
   shareholders                    $ (0.06)     $ (0.01)     $ (0.19)     $ (0.05)
  Weighted-average common
   shares outstanding            21,707,477   22,638,638   21,648,246   22,581,188


  The following amounts of stock-based compensation were recorded (in
   thousands):

                                    Three Months
                                  Ended September    Six Months Ended
                                        30,           September 30,

                                    2009     2010      2009     2010
                                 ---------  ------  ---------  ------
  Cost of product revenue             $ 53    $ 38      $ 112    $ 74
  General and administrative           145     173        267     271
  Sales and marketing                  136     145        265     254

  Research and development               9       7         19      12
                                 ---------  ------  ---------  ------

  Total                              $ 343   $ 363      $ 663   $ 611
                                 =========  ======  =========  ======


       ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
     UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
   (in thousands, except share and per share amounts)



                                              September
                                   March 31,     30,
                                      2010       2010
                                   ---------  ---------

  Assets
  Cash and cash equivalents         $ 23,364   $ 13,324
  Short-term investments               1,000      1,007
  Accounts receivable, net of
   allowances of $382 and $446        14,617     11,589
  Inventories, net                    25,991     33,706
  Deferred tax assets                     --        521
  Prepaid expenses and other
   current assets                      2,974      5,295
                                   ---------  ---------
   Total current assets               67,946     65,442
  Property and equipment, net         30,500     36,333
  Patents and licenses, net            1,590      1,627
  Deferred tax assets                  2,610      3,383

  Other long-term assets                 975      1,793
                                   ---------  ---------

   Total assets                    $ 103,621  $ 108,578
                                   =========  =========

  Liabilities and Shareholders'
   Equity
  Accounts payable                   $ 7,761    $ 9,235
  Accrued expenses and other           3,844      3,656
  Deferred tax liabilities                44         --
  Current maturities of long-term
   debt                                  562      1,202
                                   ---------  ---------
   Total current liabilities          12,211     14,093
  Long-term debt, less current
   maturities                          3,156      4,934
  Deferred revenue, long-term            186      1,779

  Other long-term liabilities            398        399
                                   ---------  ---------

   Total liabilities                  15,951     21,205
                                   ---------  ---------

  Shareholders' equity:
  Additional paid-in capital         122,515    123,378
  Shareholder note receivable             --      (121)
  Treasury stock                    (32,011)   (31,835)

  Accumulated deficit                (2,834)    (4,049)
                                   ---------  ---------

  Total shareholders' equity          87,670     87,373
                                   ---------  ---------
  Total liabilities and
   shareholders' equity            $ 103,621  $ 108,578
                                   =========  =========


             ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in thousands)

                                               Six Months Ended
                                                September 30,

                                              2009         2010
                                           -----------  -----------

  Operating activities
  Net loss                                  $  (4,172)   $  (1,215)
   Adjustments to reconcile net loss to
    net cash used in operating
    activities:
    Depreciation and amortization                1,325        1,944
    Stock-based compensation expense               663          611
    Deferred income tax benefit                (1,510)      (1,337)
    Change in allowance for notes and
     accounts receivable                           353           64
    Other                                          (3)           34
   Changes in operating assets and
    liabilities:
    Accounts receivable                        (1,264)        2,964
    Inventories                                    560      (7,715)
    Prepaid expenses and other current
     assets                                      1,845      (1,961)
    Accounts payable                           (2,338)        1,474

    Accrued expenses                               651        (188)
                                           -----------  -----------
  Net cash used in operating activities        (3,890)      (5,325)

  Investing activities
   Purchase of property and equipment          (2,501)      (1,955)
   Purchase of property and equipment
    held under operating leases                (1,501)      (5,746)
   Purchase of short-term investments               --          (7)
   Proceeds from investment tax grant               --          806
   Sale of short-term investments                5,583           --
   Additions to patents and licenses             (131)        (110)
   Proceeds from sales of long term
    assets                                           6            1

   Long term investments                            --        (330)
                                           -----------  -----------
   Net cash provided by (used in)
    investing activities                         1,456      (7,341)

  Financing activities
   Payment of long-term debt                     (433)        (271)
   Proceeds from long-term debt                     --        2,689
   Repurchase of common stock into
    treasury                                     (400)           --
   Deferred financing costs and offering
    costs                                           --         (61)

   Proceeds from issuance of common stock          517          269
                                           -----------  -----------
   Net cash provided by (used in)
    financing activities                         (316)        2,626
                                           -----------  -----------

  Net decrease in cash and cash
   equivalents                                 (2,750)     (10,040)
  Cash and cash equivalents at beginning
   of period                                    36,163       23,364
                                           -----------  -----------
  Cash and cash equivalents at end of
   period                                     $ 33,413     $ 13,324
                                           ===========  ===========


                              ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                             NON-GAAP FINANCIAL MEASURES RECONCILIATION(1)
                           (in thousands, except share and per share amounts)
                                              (unaudited)


                                                      Three months ended         Six months ended
                                                        September 30,             September 30,
                                                   ------------------------  ------------------------

                                                      2009         2010         2009         2010
                                                   -----------  -----------  -----------  -----------
  GAAP revenue                                        $ 14,619     $ 13,715     $ 27,247     $ 28,403
   ADD: discounted future revenues from
    OTA and PPA agreements (2)                           2,004        4,630        3,919        8,391
                                                   -----------  -----------  -----------  -----------

  OTA and PPA adjusted revenues                         16,623       18,345       31,166       36,794
                                                   -----------  -----------  -----------  -----------

  GAAP cost of revenues                                  9,854        8,755       18,981       18,197
   ADD: Discounted future cost of revenues
   from OTA and PPA agreements(3)                        1,403        3,241        2,743        6,159
                                                   -----------  -----------  -----------  -----------

  OTA and PPA adjusted cost of revenues                 11,257       11,996       21,724       24,356
                                                   -----------  -----------  -----------  -----------
   OTA and PPA adjusted gross profit                     5,366        6,349        9,442       12,438


  Total GAAP operating expenses                          6,596        6,860       13,330       14,005
                                                   -----------  -----------  -----------  -----------
  OTA and PPA adjusted loss from operations            (1,230)        (511)      (3,888)      (1,567)

    Total other income (expense)                             2         (48)           68        (108)
                                                   -----------  -----------  -----------  -----------
   OTA and PPA adjusted loss before income tax         (1,228)        (559)      (3,820)      (1,675)
  GAAP income tax benefit                                (430)      (1,788)        (824)      (2,692)
   ADD: income tax expense on income from
   OTA and PPA agreements (4)                              229          528          447          848
                                                   -----------  -----------  -----------  -----------
  Total OTA and PPA adjusted income tax expense
   benefit                                               (201)      (1,260)        (377)      (1,844)
                                                   -----------  -----------  -----------  -----------

    OTA and PPA adjusted net income (loss)           $ (1,027)       $  701    $ (3,443)        $ 169
                                                   ===========  ===========  ===========  ===========
  OTA and PPA adjusted basic net income (loss)
   per share attributable to common shareholders      $ (0.05)       $ 0.03     $ (0.16)       $ 0.01
  Weighted-average common shares outstanding        21,707,477   22,638,638   21,648,246   22,581,188

  OTA and PPA adjusted diluted net income (loss)
   per share attributable to common shareholders     $  (0.05)      $  0.03    $  (0.16)      $  0.01
  Weighted-average common shares outstanding        21,707,477   22,901,589   21,648,246   23,007,067

  Footnotes:

  (1) See the section below titled "Reconciliation of Non-GAAP Financial Measures to Comparable U.S.
   GAAP Measures" for
  further details on the reconciliations for non-GAAP to GAAP financial measures.
  (2) The Company discounted the potential gross future revenue related to its OTA and PPA contracted
   revenues of $2.4 million
  and $5.3 million for the three months ended September 30, 2009 and 2010, respectively, and $4.7
   million and $9.4 million for
  the six months ended September 30, 2009 and 2011, respectively, with the expectation that all
   renewal periods will be exercised
  over the term of the contracts. Revenues were discounted using the Company's incremental borrowing
   interest rate of 7.5%.
  (3) The Company discounted the future cost of product revenues to be recognized related to its OTAs
   and PPAs at the
  historical gross margin rates related to the individual projects. Gross margin contribution for
   OTAs was estimated at 30%
  and gross margin contribution for PPAs was estimated at 15%.
  (4) The Company calculated the income tax expense on the contribution margin and income from OTAs
   and PPAs using its
  blended incremental effective federal and state tax rate of 38%.

              ORION ENERGY SYSTEMS, INC. AND SUBSIDIARIES


      Reconciliation of Non-GAAP Financial Measures to Comparable


                           U.S. GAAP Measures


                              (Unaudited)


Pursuant to the requirements of SEC Regulation G, the Company sets forth above a quantitative reconciliation of each historical non-GAAP financial measure used in this earnings release and the related conference call and/or webcast to its most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States (GAAP).

The non-GAAP financial measures used in this earnings release and related conference call and/or webcast differ from GAAP in that they include the immediate recognition of future expected revenues and the direct cost of products sold under the Company's OTA and PPA financing contracts. The Company's basis for these adjustments is described above. Management uses these non-GAAP financial measures to evaluate its ongoing operations and for internal planning, budgeting, forecasting and business management purposes. The Company has provided these non-GAAP financial measures in addition to GAAP financial results because it believes it is useful for its investors to review, as applicable, information that both includes and excludes the expected future revenue and income contribution from its OTAs and PPAs in order to assess the relative performance of Orion's business.

Management uses certain non-GAAP financial measures when evaluating the Company's operating performance and believes that such measures are useful to investors and financial analysts in assessing the Company's operating performance due to the following factors:

  --  The Company believes that its presentation of non-GAAP measures that
      adjust for the financial impact of the mis-match under GAAP between the
      immediate operating expense recognition for most OTA and PPA sales
      activities and contract administration costs and the deferral of revenue
      recognition and the related income from such contracts on a monthly
      basis over the contract term provides investors and financial analysts
      with a consistent basis for comparison across accounting periods and,
      therefore, are useful in helping them to better understand the Company's
      relative operating results and underlying operational trends.

  --  The Company's anticipated continuing increase in the volume of its
      product sales through OTA and PPA financing contracts as a percentage of
      overall customer contracts signed, compared to cash purchases, will
      continue to reduce near-term GAAP revenue and operating income as a
      result of the mis-match of contract operating expenses and revenues, and
      will continue to impact the ability of investors and financial analysts
      to compare financial performance across accounting periods.


These non-GAAP financial measures are not prepared in accordance with GAAP. These measures may differ from the non-GAAP information, even where similarly titled, used by other companies and, therefore, should not be used to compare the Company's performance to that of other companies. There are significant limitations associated with the use of non-GAAP financial measures. The additional non-GAAP financial information presented above should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP (such as revenue, net income (loss) and earnings per share).

This news release was distributed by GlobeNewswire, www.globenewswire.com

SOURCE: Orion Energy Systems, Inc.

CONTACT: Orion Energy Systems
Mike Harris, Vice President - Investor Relations
(920) 892-5412
Scott Jensen, Chief Financial Officer
(920) 892-5454

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