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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): November 1, 2023
erilogoh4c.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 November 1, 2023, Energy Recovery, Inc. issued an earnings press release announcing its financial results for the third quarter and nine months ended September 30, 2023. 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 November 1, 2023, to report its financial results for the third quarter and nine months ended September 30, 2023.


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:    November 1, 2023
Energy Recovery, Inc.
By: /s/ William Yeung
William Yeung
Chief Legal Officer


EX-99.1 2 ex991earningsrelease2023-q3.htm EXHIBIT 99.1 - Q3'2023 EARNINGS RELEASE Document

Exhibit 99.1
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Energy Recovery Achieves 22% Year-on-Year Quarterly Revenue Growth, Beating Guidance


SAN LEANDRO, Calif. - November 1, 2023 – Energy Recovery, Inc. (Nasdaq:ERII) (“Energy Recovery” or the “Company”) today announced its financial results for the third quarter and nine months ended September 30, 2023.


Third Quarter Highlights
•Revenue of $37.0 million, exceeding the upper end of our guidance which was attributed to an increase in megaproject revenues.
•Gross margin of 69.9%, higher than our estimates due to a change in product mix coupled with an increase in sales of our PX®.
•Operating expenses of $16.7 million, in line with prior quarters.
•Income from operations of $9.1 million.
•Net income of $9.7 million and adjusted EBITDA(1) of $12.0 million
•Cash and investments of $105.9 million, which include cash, cash equivalents, and short-term and long-term investments.
•Issued our annual Sustainability Report, which includes our commitment to reduce our emissions in relation to revenue by 65% by 2026. The full Sustainability Report can be found on our Sustainability page at energyrecovery.com.


David Moon, Interim Chief Executive Officer, commented on the financial results, “We delivered strong third quarter results, beating the upper end of our guidance for the quarter and we remain well-positioned to deliver on our overall Water guidance for the full year. As we look to 2024, we see growth in desalination for the 10th consecutive year despite a challenging macroeconomic environment and project to potentially double wastewater revenue in 2024. Further, we continue to see a path to our 2026 water revenue targets.”

Mr. Moon added, “In our CO2 business, we have a number of new installations of our PX G1300 planned for the fourth quarter, have received repeat orders for additional deployments from current end-users, and are currently in advanced talks with a number of national, and multi-national, supermarket chains in Europe and the United States. We were also awarded the Refrigeration Innovation of the Year for the XTE by RAC Cooling Industry Awards, together with our partner Epta, for Epta’s next-generation commercial CO2 refrigeration system, which utilizes the PX G1300. This award provides further third-party validation of our technology. It’s an exciting time to join the Energy Recovery team as the Interim President and CEO, and I look forward to working with the management team to help ensure we make substantial progress in 2024.”



Financial Highlights
Quarter-to-Date Year-to-Date
Q3’2023
Q3’2022
vs. Q3’2022 2023 2022 2023 vs. 2022
(In millions, except net income per share, percentages and basis points)
Revenue $37.0 $30.5 up 22% $71.2 $83.3 down 15%
Gross margin 69.9% 69.1% up 80 bps 66.9% 69.0% down 210 bps
Operating margin 24.7% 16.1% up 860 bps (2.2%) 12.3% NM
Net income $9.7 $4.8 up 102% $1.7 $10.3 down 84%
Net income per share $0.17 $0.08 up 113% $0.03 $0.18 down 83%
Effective tax rate (114.2%) 3.5%
Cash provided by (used for) operations $7.7 ($1.2) $12.3 $6.3


Non-GAAP Financial Highlights (1)
Quarter-to-Date Year-to-Date
Q3’2023
Q3’2022
vs. Q3’2022 2023 2022 2023 vs. 2022
(In millions, except adjusted net income per share, percentages and basis points)
Adjusted operating margin 29.5% 22.4% up 710 bps 6.0% 20.3% NM
Adjusted net income $11.4 $6.5 up 76% $6.8 $15.8 down 57%
Adjusted net income per share $0.20 $0.12 up 67% $0.12 $0.28 down 57%
Adjusted effective tax rate (3.5%) 9.1%
Adjusted EBITDA $12.0 $7.7 $7.3 $19.8
Free cash flow $7.4 ($1.6) $11.1 $3.3
NM    Not material
(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 belief that the Company is well positioned to deliver on full year water guidance; our belief that desalination revenue may grow in 2024; our belief that wastewater revenue may potentially double in 2024; and our belief that a path to 2026 water revenue targets exist. 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 risks relating to the future demand for our products, risks relating to performance by our customers and third-party partners, risks relating to the timing of revenue, and 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, 2022, as supplemented by the risks discussed under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, 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 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 Third Quarter Financial Results
•Adjusted operating margin is a non-GAAP financial measure that the Company defines as income (loss) from operations which excludes i) share-based compensation; and ii) non-core operational costs, such as VorTeq-related severance costs 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 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 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, and VorTeq-related severance costs 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; iv) other income, net, such as interest income and other non-operating 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 (used in) operating activities less capital expenditures.





Conference Call to Discuss Third Quarter 2023 Financial Results
LIVE CONFERENCE CALL:
Wednesday, November 1, 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: December 1, 2023
US / Canada Toll-Free: +1 (877) 660-6853
Local / International Toll: +1 (201) 612-7415
Access code: 13741003

Investors may access the live call and the replay (approximately three hours after the live call concludes) over the internet on the “Events” page at: https://ir.energyrecovery.com/news-events/ir-calendar.


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 (Nasdaq: ERII) is a trusted global leader in energy efficiency technology. Building on our pressure exchanger technology platform, we design and manufacture reliable, high-performance solutions that generate cost savings and increase energy efficiency across several industries. With a strong foundation in the desalination industry, Energy Recovery has delivered transformative solutions that optimize operations and deliver positive environmental impact to our customers worldwide for more than 30 years. 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 (346) 382-6927




ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30,
2023
December 31,
2022
(In thousands)
ASSETS
Cash, cash equivalents and investments $ 105,929  $ 92,891 
Accounts receivable and contract assets 23,337  35,782 
Inventories, net 33,888  28,366 
Prepaid expenses and other assets 4,508  3,886 
Property, equipment and operating leases 30,639  32,695 
Goodwill 12,790  12,790 
Deferred tax assets and other assets 11,570  10,629 
TOTAL ASSETS $ 222,661  $ 217,039 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued expenses $ 13,211  $ 15,507 
Contract liabilities and other liabilities, non-current 1,689  1,316 
Lease liabilities 13,732  14,878 
Total liabilities 28,632  31,701 
Stockholders’ equity 194,029  185,338 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 222,661  $ 217,039 





ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended September 30, Nine Months Ended September 30,
  2023 2022 2023 2022
  (In thousands, except per share data)
Revenue $ 37,036  $ 30,462  $ 71,160  $ 83,300 
Cost of revenue 11,154  9,417  23,580  25,835 
Gross profit 25,882  21,045  47,580  57,465 
Operating expenses
General and administrative 7,369  7,608  21,704  21,155 
Sales and marketing 5,411  4,703  15,397  11,916 
Research and development 3,969  3,828  12,043  14,170 
Total operating expenses 16,749  16,139  49,144  47,241 
Income (loss) from operations 9,133  4,906  (1,564) 10,224 
Other income, net 1,045  254  2,357  477 
Income before income taxes 10,178  5,160  793  10,701 
Provision for (benefit from) income taxes 518  371  (906) 377 
Net income $ 9,660  $ 4,789  $ 1,699  $ 10,324 
Net income per share
Basic 0.17  0.09  0.03  0.18 
Diluted 0.17  0.08  0.03  0.18 
Number of shares used in per share calculations
Basic 56,443  55,881  56,346  56,291 
Diluted 57,969  57,372  57,761  57,708 





ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
2023 2022
(In thousands)
Cash flows from operating activities:
Net income $ 1,699  $ 10,324 
Non-cash adjustments 8,817  11,136 
Net cash provided by (used in) operating assets and liabilities 1,756  (15,192)
Net cash provided by operating activities 12,272  6,268 
Cash flows from investing activities:
Net investment in marketable securities (17,278) (1,857)
Capital expenditures (1,179) (2,999)
Proceeds from sales of fixed assets 82  734 
Net cash used in investing activities (18,375) (4,122)
Cash flows from financing activities:
Net proceeds from issuance of common stock 1,184  2,244 
Repurchase of common stock —  (26,654)
Net cash provided by (used in) financing activities 1,184  (24,410)
Effect of exchange rate differences 27  38 
Net change in cash, cash equivalents and restricted cash $ (4,892) $ (22,226)
Cash, cash equivalents and restricted cash, end of period $ 51,566  $ 52,235 




ENERGY RECOVERY, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)

Channel Revenue
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 vs. 2022 2023 2022 vs. 2022
(In thousands, except percentages)
Megaproject $ 26,829 $ 17,347 up 55% $ 42,283 $ 51,257 down 18%
Original equipment manufacturer 5,307 9,032 down 41% 16,845 21,392 down 21%
Aftermarket 4,900 4,083 up 20% 12,032 10,651 up 13%
Total revenue $ 37,036 $ 30,462 up 22% $ 71,160 $ 83,300 down 15%


Segment Activity
Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Revenue $ 36,812  $ 224  $ —  $ 37,036  $ 30,462  $ —  $ —  $ 30,462 
Cost of revenue 11,114  40  —  11,154  9,417  —  —  9,417 
Gross profit 25,698  184  —  25,882  21,045  —  —  21,045 
Operating expenses
General and administrative 2,039  1,061  4,269  7,369  1,911  878  4,819  7,608 
Sales and marketing 3,272  1,560  579  5,411  3,242  960  501  4,703 
Research and development 1,098  2,871  —  3,969  1,216  2,612  —  3,828 
Total operating expenses 6,409  5,492  4,848  16,749  6,369  4,450  5,320  16,139 
Operating income (loss) $ 19,289  $ (5,308) $ (4,848) $ 9,133  $ 14,676  $ (4,450) $ (5,320) $ 4,906 


Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Revenue $ 70,622  $ 538  $ —  $ 71,160  $ 83,191  $ 109  $ —  $ 83,300 
Cost of revenue 23,136  444  —  23,580  25,817  18  —  25,835 
Gross profit 47,486  94  —  47,580  57,374  91  —  57,465 
Operating expenses
General and administrative 5,837  2,976  12,891  21,704  4,909  3,140  13,106  21,155 
Sales and marketing 9,567  4,171  1,659  15,397  8,197  2,120  1,599  11,916 
Research and development 3,121  8,922  —  12,043  3,159  11,011  —  14,170 
Total operating expenses 18,525  16,069  14,550  49,144  16,265  16,271  14,705  47,241 
Operating income (loss) $ 28,961  $ (15,975) $ (14,550) $ (1,564) $ 41,109  $ (16,180) $ (14,705) $ 10,224 


Share-based Compensation
  Three Months Ended September 30, Nine Months Ended September 30,
  2023 2022 2023 2022
(In thousands)
Stock-based compensation expense charged to:
Cost of revenue $ 158  $ 124  $ 555  $ 370 
General and administrative 905  743  2,628  2,735 
Sales and marketing 436  426  1,684  1,232 
Research and development 292  205  944  767 
Total stock-based compensation expense $ 1,791  $ 1,498  $ 5,811  $ 5,104 





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
Q3'2023 Q3'2022 Q3'2023 Q3'2022
(In millions, except shares, per share and percentages)
Operating margin
24.7  % 16.1  % (2.2  %) 12.3  %
Share-based compensation 4.8  4.9  8.2  6.1 
Severance —  —  —  0.4 
Accelerated depreciation —  —  —  1.0 
Litigation charges —  1.4  —  0.5 
Adjusted operating margin
29.5  % 22.4  % 6.0  % 20.3  %
Net income
$ 9.7  $ 4.8  $ 1.7  $ 10.3 
Share-based compensation (2)
1.8  1.5  5.8  5.1 
Severance (2)
—  —  —  0.3 
Accelerated depreciation (2)
—  —  —  0.7 
Litigation charges (2)
—  0.4  —  0.4 
Other (2)
—  —  —  — 
Share-based compensation discrete tax item (0.1) (0.2) (0.7) (1.0)
Adjusted net income
$ 11.4  $ 6.5  $ 6.8  $ 15.8 
Net income per share
$ 0.17  $ 0.08  $ 0.03  $ 0.18 
Adjustments to net income per share (3)
0.03  0.04  0.09  0.10 
Adjusted net income per share
$ 0.20  $ 0.12  $ 0.12  $ 0.28 
Effective tax rate
(114.2%) 3.5%
Adjustments to effective tax rate (3)
110.7 5.6
Adjusted effective tax rate
(3.5%) 9.1%
Net income
$ 9.7  $ 4.8  $ 1.7  $ 10.3 
Share-based compensation 1.8  1.5  5.8  5.1 
Severance —  —  —  0.3 
Depreciation and amortization 1.1  0.9  3.1  3.8 
Litigation charges —  0.4  —  0.4 
Other —  —  —  — 
Other income, net
(1.0) (0.3) (2.4) (0.5)
Provision for (benefit from) income taxes 0.5  0.4  (0.9) 0.4 
Adjusted EBITDA
$ 12.0  $ 7.7  $ 7.3  $ 19.8 
Free cash flow
Net cash provided by (used in) operating activities $ 7.7  $ (1.2) $ 12.3  $ 6.3 
Capital expenditures (0.3) (0.4) (1.2) (3.0)
Free cash flow $ 7.4  $ (1.6) $ 11.1  $ 3.3 
(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.