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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2023
erii-20230222_g1.jpg
Energy Recovery, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-34112
01-0616867
(State or Other Jurisdiction of Incorporation) (Commission File Number)
(I.R.S. Employer Identification No.)

1717 Doolittle Dr., San Leandro, CA 94577
(Address of Principal Executive Offices) (Zip Code)

510-483-7370
(Registrant’s telephone number, including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share ERII The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 2.02    Results of Operations and Financial Condition

On February 22, 2023, Energy Recovery, Inc. issued an earnings press release announcing its financial results for the fourth quarter and year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01    Financial Statements and Exhibits

(d)     Exhibits
Exhibit Number
Description
Press release of Energy Recovery, Inc., dated February 22, 2023, to report its financial results for the fourth quarter and year ended December 31, 2022.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:    February 22, 2023
Energy Recovery, Inc.
By: /s/ William Yeung
William Yeung
Chief Legal Officer


EX-99.1 2 ex991earningsrelease2022-q4.htm EXHIBIT 99.1 - Q4'2022 EARNINGS RELEASE Document

Exhibit 99.1
erilogoh4ca.jpg
Energy Recovery Reports Record Q4 Revenue,
75% Annual Earnings Per Share Growth


SAN LEANDRO, Calif. - February 22, 2023 - Energy Recovery, Inc. (Nasdaq:ERII) (“Energy Recovery” or the “Company”) today announced its financial results for the fourth quarter ended December 31, 2022.

Fiscal Year 2022 Highlights
•Revenue growth of 21% over the prior year and within the November 2022 guidance.
•Achieved the highest revenue quarter in the company’s history during the fourth quarter of fiscal year 2022 of $42.3 million. Growth was driven by our core desalination business and industrial wastewater growth.
•Gross margin of 69.6%, up 100 basis points compared to the prior year, due to increased pricing and product mix.
•Operating expenditures grew 9% over the prior year, which included VorTeq-related costs and litigation expenses that comprised 3% of the growth.
•Net income of $24.0 million, a growth of 69% over the prior year, and adjusted EBITDA of $36.8 million, up 50% over the prior year. Profitability increased on the basis of increased gross margin and a reduction of operating expenditures as a percent of revenue, which in turn drove earnings per share up nearly 75% to $0.42.
•Operating cash flow for the year was 7% below 2021 largely due to the timing of customer collections for shipments that occurred late in the fourth quarter.

Robert Mao, Chairman, President and CEO, commented on the financial results: “Despite the macro-economic headwinds we are all experiencing globally, we achieved 21% annual revenue growth in 2022. Our core desalination business has never been stronger, and our new PX Q400 will help us maintain a competitive advantage in the coming years. Additionally, we exceeded our industrial wastewater 2022 guidance by nearly 30%, our annual operating income nearly doubled, and earnings per share grew 75%. All of these metrics show that our focus on thoughtful organic growth is having a real and positive impact on the business.”

Mr. Mao added, “In our CO2 refrigeration business, we are investing in additional resources to support the growth of this burgeoning business, including sales account managers for the U.S. and European markets, as well as field technicians. Our manufacturing partners are beginning to highlight our PX G1300 to their supermarket clients now that our PX technology has demonstrated its reliability and efficiency gains out in the field. We have received repeat orders for additional PX G1300 units to be deployed this year, and are in discussions with some partners for regional distribution agreements. We are confident that our clear and disciplined growth strategy is moving us to where we need to be in this high-quality and opportunity-rich market, which we believe will create significant value for our shareholders.”

Financial Highlights
Quarter-to-Date Year-to-Date
Q4 2022
Q4 2021
vs. Q4 2021 2022 2021 2022 vs. 2021
(In millions, except net income per share, percentages and basis points)
Revenue $42.3 $33.6 up 26% $125.6 $103.9 up 21%
Gross margin 70.7% 68.9% up 180 bps 69.6% 68.6% up 100 bps
Operating margin 34.5% 17.8% up 1670 bps 19.8% 13.3% up 650 bps
Net income $13.7 $5.3 up 161% $24.0 $14.3 up 69%
Net income per share $0.24 $0.09 up 167% $0.42 $0.24 up 75%
Effective tax rate 10.7% 12.1% 7.8% (1.9%)
Cash provided by operations $6.4 $6.2 $12.6 $13.5
Cash and investments $92.9 $108.0





Non-GAAP Financial Highlights
Quarter-to-Date Year-to-Date
Q4'2022 Q4'2021  vs. Q4'2021 2022 2021 2022 vs. 2021
(In millions, except net income per share, percentages and basis points)
Adjusted operating margin 37.9% 22.8% up 1510 bps 26.2% 19.3% up 690 bps
Adjusted net income $14.7 $6.4 up 130% $30.5 $17.6 up 73%
Adjusted net income per share $0.26 $0.11 up 136% $0.54 $0.31 up 74%
Adjusted effective tax rate 12.2% 16.0% 10.6% 12.9%
Adjusted EBITDA $17.0 $9.1 up 87% $36.8 $24.6 up 50%
Free cash flow $5.1 $4.4 up 15% $8.4 $6.8 up 23%
(1)Refer to the sections “Use of Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” for definition of adjustment to GAAP presentation.

Forward-Looking Statements
Certain matters discussed in this press release and on the conference call are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations on full year revenue and gross margin guidance; our belief that the Company’s core desalination business has never been stronger; the timing of any new hires to support our CO2 business; the timing of any CO2 deployments; our ability to finalize and enter into any regional distribution agreements; and our belief that the Company’s CO2 business will create significant value for our shareholders. These forward-looking statements are based on information currently available to us and on management’s beliefs, assumptions, estimates, or projections and are not guarantees of future events or results. Potential risks and uncertainties include any other factors that may have been discussed herein regarding the risks and uncertainties of the Company’s business, and the risks discussed under “Risk Factors” in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) for the year ended December 31, 2021, as well as other reports filed by the Company with the SEC from time to time. Because such forward-looking statements involve risks and uncertainties, the Company’s actual results may differ materially from the predictions in these forward-looking statements. All forward-looking statements are made as of today, and the Company assumes no obligation to update such statements.

Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, including adjusted gross margin, adjusted operating margin, adjusted net income, adjusted net income per share, adjusted effective tax rate, adjusted EBITDA and free cash flow. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions, and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.




Notes to the Fourth Quarter and Year to Date 2022 Financial Results
•Adjusted operating expense is a non-GAAP financial measure that the Company defines as operating expense which excludes non-core operational costs, such as VorTeq-related severance costs, litigation charges and accelerated depreciation.
•Adjusted operating margin is a non-GAAP financial measure that the Company defines as income from operations which excludes i) share-based compensation; and ii) non-core operational costs, such as VorTeq-related severance costs, litigation charges and accelerated depreciation, divided by revenues.
•Adjusted net income is a non-GAAP financial measure that the Company defines as net income which excludes i) share-based compensation; ii) non-core operational costs, such as VorTeq-related severance costs, litigation charges and accelerated depreciation; and iii) the applicable tax effect of the excluded items including the share-based compensation discrete tax item.
•Adjusted net income per share is a non-GAAP financial measure that the Company defines as net income, which excludes i) share-based compensation; and ii) non-core operational costs, such as VorTeq-related severance costs, litigation charges and accelerated depreciation, and iii) the applicable tax effect of the excluded items including the share-based compensation discrete tax item, divided by basic shares outstanding.
•Adjusted effective tax rate reflects adjustments for share-based compensation discrete tax item, share-based compensation, severance costs, litigation charges and accelerated depreciation.
•Adjusted EBITDA is a non-GAAP financial measure that the Company defines as net income which excludes i) depreciation and amortization; ii) share-based compensation; iii) non-core operational costs, such as VorTeq-related severance costs and litigation charges; iv) other income, net, such as interest income and other non-operating income (expense), net; and v) provision for (benefit from) income taxes.
•Free cash flow is a non-GAAP financial measure that the Company defines as net cash provided by operating activities less capital expenditures.


Conference Call to Discuss Fourth Quarter and Year to Date 2022 Financial Results
LIVE CONFERENCE CALL:
Wednesday, February 22, 2023, 2:00 PM PT / 5:00 PM ET
Listen-only, US / Canada Toll-Free: +1 (877) 709-8150
Listen-only, Local / International Toll: +1 (201) 689-8354

CONFERENCE CALL REPLAY:
Expiration: Wednesday, March 22, 2023
US / Canada Toll-Free: +1 (877) 660-6853
Local / International Toll: +1 (201) 612-7415
Access code: 13735467

Investors may access the live call and the replay (approximately three hours after the live call concludes) over the internet at:
ir.energyrecovery.com/websites/energyrecover/English/2200/calendar.html

Disclosure Information
Energy Recovery uses the investor relations section on its website as means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Energy Recovery’s investor relations website in addition to following Energy Recovery’s press releases, SEC filings, and public conference calls and webcasts.




About Energy Recovery
Energy Recovery, Inc., creates technologies that solve complex challenges for commercial and industrial fluid-flow markets worldwide. Building on an innovative pressure exchanger technology platform, they design and manufacture solutions that make commercial and industrial processes more efficient and sustainable. What began as a game-changing invention for desalination has grown into a global business accelerating the environmental sustainability of customers’ operations in multiple industries. Headquartered in the San Francisco Bay Area, Energy Recovery has manufacturing and research and development facilities across California and Texas with sales and on-site technical support available globally. To learn more, visit https://energyrecovery.com/.

Contact
Investor Relations
ir@energyrecovery.com
+1 (281) 962-8105




ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
2022 2021
(In thousands)
ASSETS
Cash, cash equivalents and investments $ 92,891  $ 107,988 
Accounts receivable and contract assets 35,782  21,108 
Inventories, net 28,366  20,383 
Prepaid expenses and other assets 3,886  4,582 
Property, equipment and operating leases 32,695  35,014 
Goodwill and other intangible assets 12,790  12,827 
Deferred tax assets and other assets 10,629  11,788 
TOTAL ASSETS $ 217,039  $ 213,690 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued expenses $ 15,507  $ 14,903 
Contract liabilities and other liabilities, non-current 1,316  3,565 
Lease liabilities 14,878  16,443 
Total liabilities 31,701  34,911 
Stockholders’ equity 185,338  178,779 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 217,039  $ 213,690 





ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended December 31, Years Ended December 31,
  2022 2021 2022 2021
  (In thousands, except per share data)
Product revenue $ 42,291  $ 33,576  $ 125,591  $ 103,904 
Cost of product revenue 12,400  10,419  38,235  32,670 
Gross profit 29,891  23,157  87,356  71,234 
Operating expenses
General and administrative 7,186  6,533  28,341  25,174 
Sales and marketing 4,361  3,924  16,277  12,160 
Research and development 3,739  6,727  17,909  20,069 
Total operating expenses 15,286  17,184  62,527  57,403 
Income from operations 14,605  5,973  24,829  13,831 
Other income, net 765  15  1,242  173 
Income before income taxes 15,370  5,988  26,071  14,004 
Provision for (benefit from) income taxes 1,645  725  2,022  (265)
Net income $ 13,725  $ 5,263  $ 24,049  $ 14,269 
Net income per share
Basic 0.25  0.09  0.43  0.25 
Diluted 0.24  0.09  0.42  0.24 
Number of shares used in per share calculations
Basic 56,014  56,818  56,221  56,993 
Diluted 57,433  58,502  57,641  58,723 





ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Years Ended December 31,
2022 2021
(In thousands)
Cash flows from operating activities:
Net income $ 24,049  $ 14,269 
Non-cash adjustments 14,447  13,126 
Net cash used in operating assets and liabilities (25,865) (13,869)
Net cash provided by operating activities 12,631  13,526 
Cash flows from investing activities:
Net investment in marketable securities (3,816) (13,884)
Capital expenditures, net (3,130) (6,679)
Net cash used in investing activities (6,946) (20,563)
Cash flows from financing activities:
Net proceeds from issuance of common stock 2,986  10,554 
Repurchase of common stock (26,654) (23,346)
Net cash used in financing activities (23,668) (12,792)
Effect of exchange rate differences (20) (68)
Net change in cash, cash equivalents and restricted cash $ (18,003) $ (19,897)
Cash, cash equivalents and restricted cash, end of year $ 56,458  $ 74,461 




ENERGY RECOVERY, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)

Channel Revenue
Three Months Ended December 31, Years Ended December 31,
2022 2021 vs. 2021 2022 2021 vs. 2021
(In thousands, except percentages)
Megaproject $ 30,631 $ 25,084 up 22% $ 81,888 $ 75,391 up 9%
Original equipment manufacturer 7,466 5,695 up 31% 28,858 17,604 up 64%
Aftermarket 4,194 2,797 up 50% 14,845 10,909 up 36%
Total Revenues $ 42,291 $ 33,576 up 26% $ 125,591 $ 103,904 up 21%


Segment Activity
Three Months Ended December 31, 2022 Three Months Ended December 31, 2021
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Product revenue $ 42,237  $ 54  $ —  $ 42,291  $ 33,576  $ —  $ —  $ 33,576 
Product cost of revenue 12,341  59  —  12,400  10,419  —  —  10,419 
Gross profit (loss) 29,896  (5) —  29,891  23,157  —  —  23,157 
Operating expenses
General and administrative 2,027  964  4,195  7,186  1,565  1,308  3,660  6,533 
Sales and marketing 2,868  927  566  4,361  3,024  202  698  3,924 
Research and development 992  2,747  —  3,739  731  5,996  —  6,727 
Total operating expenses 5,887  4,638  4,761  15,286  5,320  7,506  4,358  17,184 
Operating income (loss) $ 24,009  $ (4,643) $ (4,761) $ 14,605  $ 17,837  $ (7,506) $ (4,358) $ 5,973 


Year Ended December 31, 2022 Year Ended December 31, 2021
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Product revenue $ 125,428  $ 163  $ —  $ 125,591  $ 103,851  $ 53  $ —  $ 103,904 
Product cost of revenue 38,158  77  —  38,235  32,670  —  —  32,670 
Gross profit 87,270  86  —  87,356  71,181  53  —  71,234 
Operating expenses
General and administrative 6,936  4,104  17,301  28,341  6,342  5,162  13,670  25,174 
Sales and marketing 11,065  3,047  2,165  16,277  9,559  937  1,664  12,160 
Research and development 4,151  13,758  —  17,909  2,589  17,480  —  20,069 
Total operating expenses 22,152  20,909  19,466  62,527  18,490  23,579  15,334  57,403 
Operating income (loss) $ 65,118  $ (20,823) $ (19,466) $ 24,829  $ 52,691  $ (23,526) $ (15,334) $ 13,831 


Share-based Compensation
  Three Months Ended December 31, Years Ended December 31,
  2022 2021 2022 2021
(In thousands)
Stock-based compensation expense charged to:
Cost of revenue $ 136  $ 100  $ 506  $ 414 
General and administrative 701  682  3,436  2,917 
Sales and marketing 360  435  1,592  1,483 
Research and development 210  263  977  1,242 
Total stock-based compensation expense $ 1,407  $ 1,480  $ 6,511  $ 6,056 





ENERGY RECOVERY, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1)
(Unaudited)

This press release includes certain non-GAAP financial information because we plan and manage our business using such information. The following table reconciles the GAAP financial information to the non-GAAP financial information.

Quarter-to-Date Year-to-Date
Q4'2022 Q4'2021 2022 2021
(In millions, except shares, per share and percentages)
Operating expense $ 15.3 $ 17.2 $ 62.5 $ 57.4
Severance (0.2) (0.3) (0.2)
Accelerated depreciation (0.9)
Litigation charges (0.4)
Adjusted operating expense $ 15.3 $ 17.0 $ 60.9 $ 57.2
Operating margin
34.5  % 17.8  % 19.8  % 13.3  %
Share-based compensation 3.3  % 4.4  % 5.2  % 5.8  %
Severance —  % 0.6  % 0.2  % 0.2  %
Accelerated depreciation —  % —  % 0.7  % —  %
Litigation charges —  % —  % 0.3  % —  %
Adjusted operating margin
37.9  % 22.8  % 26.2  % 19.3  %
Net income
$ 13.7  $ 5.3  $ 24.0  $ 14.3 
Share-based compensation (2)
1.4  1.5  6.5  6.1 
Severance (2)
—  0.2  0.3  0.2 
Accelerated depreciation (2)
—  —  0.7  — 
Litigation charges (2)
—  —  0.4  — 
Share-based compensation discrete tax item (0.4) (0.5) (1.4) (2.9)
Adjusted net income
$ 14.7  $ 6.4  $ 30.5  $ 17.6 
Net income per share
$ 0.24  $ 0.09  $ 0.42  $ 0.24 
Adjustments to net income per share (3)
0.02  0.02  0.12  0.07 
Adjusted net income per share
$ 0.26  $ 0.11  $ 0.54  $ 0.31 
Effective tax rate
10.7% 12.1% 7.8% (1.9%)
Adjustments to effective tax rate (3)
1.5% 3.9% 2.9% 14.8%
Adjusted effective tax rate
12.2% 16.0% 10.6% 12.9%
Net income
$ 13.7 $ 5.3 $ 24.0 $ 14.3
Share-based compensation 1.4 1.5 6.5 6.1
Severance 0.2 0.3 0.2
Depreciation and amortization 1.0 1.4 4.8 4.5
Litigation charges 0.4
Other income, net
(0.8) (1.2) (0.2)
Provision for (benefit from) income taxes 1.6 0.7 2.0 (0.3)
Adjusted EBITDA
$ 17.0 $ 9.1 $ 36.8 $ 24.6
Free cash flow
Net cash provided by operating activities $ 6.4 $ 6.2 $ 12.6 $ 13.5
Capital expenditures (1.2) (1.8) (4.2) (6.7)
Free cash flow $ 5.1 $ 4.4 $ 8.4 $ 6.8
(1)Amounts may not total due to rounding.
(2)Amount presented are net of tax.
(3)Refer to the sections “Use of Non-GAAP Financial Measures” for description of items included in adjustments.