[10-Q] Energy Recovery, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2025
OR
For the transition period from ____________ to __________
Commission File Number: 001-34112
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(510 ) 483-7370
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)` of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑
As of July 31, 2025, there were 53,198,386 shares of the registrant’s common stock outstanding.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q)
Table of Contents
TABLE OF CONTENTS
Page No. | ||
PART I | ||
FINANCIAL INFORMATION | ||
Item 1 | Financial Statements (Unaudited) | |
Condensed Consolidated Balance Sheets — June 30, 2025 and December 31, 2024 | 1 | |
Condensed Consolidated Statements of Operations — Three and Six Months Ended June 30, 2025 and 2024 | 2 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Six Months Ended June 30, 2025 and 2024 | 3 | |
Condensed Consolidated Statements of Stockholders’ Equity — Three and Six Months Ended June 30, 2025 and 2024 | 4 | |
Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2025 and 2024 | 5 | |
Notes to Condensed Consolidated Financial Statements | 6 | |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 33 |
Item 4 | Controls and Procedures | 34 |
PART II | ||
OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 35 |
Item 1A | Risk Factors | 35 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 35 |
Item 3 | Defaults Upon Senior Securities | 35 |
Item 4 | Mine Safety Disclosures | 35 |
Item 5 | Other Information | 35 |
Item 6 | Exhibits | 37 |
Exhibit Index | 37 | |
Signatures | 38 | |
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Forward-Looking Information
This Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025, including Part I, Item 2, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”), contains forward-looking statements within the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this report include, but are not
limited to, statements about our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future.
Forward-looking statements represent our current expectations about future events, are based on assumptions, and involve risks and
uncertainties. If the risks or uncertainties occur or the assumptions prove incorrect, then our results may differ materially from those set forth
or implied by the forward-looking statements. Our forward-looking statements are not guarantees of future performance or events.
Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “continue,” “could,”
“may,” “potential,” “should,” “will,” “would,” variations of such words and similar expressions are also intended to identify such forward-looking
statements. These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially and adversely from those expressed in any forward-looking statement. Readers are directed to risks and
uncertainties identified under Part II, Item 1A, “Risk Factors,” and elsewhere in this report for factors that may cause actual results to be
different from those expressed in these forward-looking statements. Except as required by law, we undertake no obligation to revise or
update publicly any forward-looking statement for any reason.
Forward-looking statements in this report include, without limitation, statements about the following:
•our belief that our PX offers market-leading value with the highest technological and economic benefit; |
•our belief that leveraging our pressure exchanger technology will unlock new commercial opportunities in the future; |
•our belief that our PX G1300™ can contribute to help make CO2-based refrigeration more economically viable in a broader range of climates; |
•our belief that our technology helps our customer achieve environmentally sustainable operations; |
•our expectation that sales outside of the U.S. will remain a significant portion of our revenue; |
•the scale of the environmental impact from the use of our solutions; |
•the timing of our receipt of payment for products or services from our customers; |
•our belief that our existing cash and cash equivalents, our short and/or long-term investments, and the ongoing cash generated from our operations, will be sufficient to meet our anticipated liquidity needs for the foreseeable future, with the exception of a decision to enter into an acquisition and/or fund investments in our latest technology arising from rapid market adoption that could require us to seek additional equity or debt financing; |
•our expectations relating to the amount and timing of recognized revenue from our projects; |
•our expectation that we will continue to receive a tax benefit related to U.S. federal foreign-derived intangible income and research and development tax credit; |
•the outcome of proceedings, lawsuits, disputes and claims; |
•the impact of losses due to indemnification obligations; |
•other factors disclosed under the MD&A and Part I, Item 3, “Quantitative and Qualitative Disclosures about Market Risk,” and elsewhere in this Form 10-Q. |
You should not place undue reliance on these forward-looking statements. These forward-looking statements reflect management’s
opinions only as of the date of the filing of this Quarterly Report on Form 10-Q. All forward-looking statements included in this document are
subject to additional risks and uncertainties further discussed under Part II, Item 1A, “Risk Factors,” and are based on information available to
us as of August 6, 2025. We assume no obligation to update any such forward-looking statements. Certain risks and uncertainties could
cause actual results to differ materially from those projected in the forward-looking statements. These forward-looking statements are
disclosed from time to time in our Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q and Current Reports on Form 8‑K filed
with, or furnished to, the Securities and Exchange Commission (the “SEC”), as well as in Part II, Item 1A, “Risk Factors,” within this Quarterly
Report on Form 10-Q.
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It is important to note that our actual results could differ materially from the results set forth or implied by our forward-looking
statements. The factors that could cause our actual results to differ from those included in such forward-looking statements are set forth
under the heading Item 1A, “Risk Factors,” in our Quarterly Reports on Form 10-Q, in our Annual Reports on Form 10-K, and from time-to-
time, in our results disclosed in our Current Reports on Form 8-K. In addition, when preparing the MD&A below, we presume the readers
have access to and have read the MD&A in our Annual Report on Form 10-K, pursuant to Instruction 2 to paragraph (b) of Item 303 of
Regulation S-K.
We provide our Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, Proxy Statements on
Schedule 14A, Forms 3, 4 and 5 filed by, or on behalf of, directors, executive officers and certain large shareholders, and any amendments to
those documents filed or furnished pursuant to the Securities Exchange Act of 1934, free of charge on the Investor Relations section of our
website, www.energyrecovery.com. These filings will become available as soon as reasonably practicable after such material is
electronically filed with or furnished to the SEC. From time to time, we may use our website as a channel of distribution of material company
information.
We also make available in the Investor Relations section of our website our corporate governance documents including our code of
business conduct and ethics and the charters of the audit, compensation and nominating and governance committees. These documents, as
well as the information on the website, are not intended to be part of this Quarterly Report on Form 10-Q. We use the Investor Relations
section of our website as a means of complying with our disclosure obligations under Regulation FD. Accordingly, you should monitor the
Investor Relations section of our website in addition to following our press releases, SEC filings and public conference calls and webcasts.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 1
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PART I — FINANCIAL INFORMATION
Item 1 — Financial Statements (unaudited)
ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ | $ | |
Short-term investments | |||
Accounts receivable, net | |||
Inventories, net | |||
Prepaid expenses and other assets | |||
Total current assets | |||
Long-term investments | |||
Deferred tax assets, net | |||
Property and equipment, net | |||
Operating lease, right of use asset | |||
Goodwill | |||
Other assets, non-current | |||
Total assets | $ | $ | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Accrued expenses and other liabilities | |||
Lease liabilities | |||
Contract liabilities | |||
Total current liabilities | |||
Lease liabilities, non-current | |||
Other liabilities, non-current | |||
Total liabilities | |||
Commitments and contingencies (Note 7) | |||
Stockholders’ equity: | |||
Common stock | |||
Additional paid-in capital | |||
Accumulated other comprehensive income | |||
Treasury stock | ( | ( | |
Retained earnings | |||
Total stockholders’ equity | |||
Total liabilities and stockholders’ equity | $ | $ | |
See Accompanying Notes to Condensed Consolidated Financial Statements
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ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(In thousands, except per share data) | ||||||||
Revenue | $ | $ | $ | $ | ||||
Cost of revenue | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
General and administrative | ||||||||
Sales and marketing | ||||||||
Research and development | ||||||||
Restructuring charges | ||||||||
Total operating expenses | ||||||||
Income (loss) from operations | ( | ( | ( | |||||
Other income (expense): | ||||||||
Interest income | ||||||||
Other non-operating expense, net | ( | ( | ( | ( | ||||
Total other income, net | ||||||||
Income (loss) before income taxes | ( | ( | ( | |||||
Provision for (benefit from) income taxes | ( | ( | ||||||
Net income (loss) | $ | $( | $( | $( | ||||
Net income (loss) per share: | ||||||||
Basic | $ | $ ( | $ ( | $ ( | ||||
Diluted | $ | $ ( | $ ( | $ ( | ||||
Number of shares used in per share calculations: | ||||||||
Basic | ||||||||
Diluted | ||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
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ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(In thousands) | ||||||||
Net income (loss) | $ | $( | $( | $( | ||||
Other comprehensive loss, net of tax | ||||||||
Foreign currency translation adjustments | ||||||||
Unrealized loss on investments | ( | ( | ( | ( | ||||
Total other comprehensive loss, net of tax | ( | ( | ( | ( | ||||
Comprehensive income (loss) | $ | $( | $( | $( | ||||
See Accompanying Notes to Condensed Consolidated Financial Statements
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ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(In thousands, except shares) | ||||||||
Common stock | ||||||||
Beginning balance | $ | $ | $ | $ | ||||
Issuance of common stock, net | — | |||||||
Ending balance | ||||||||
Additional paid-in capital | ||||||||
Beginning balance | ||||||||
Issuance of common stock, net | ||||||||
Stock-based compensation | ||||||||
Ending balance | ||||||||
Accumulated other comprehensive income (loss) | ||||||||
Beginning balance | ( | ( | ||||||
Other comprehensive loss | ||||||||
Foreign currency translation adjustments | ||||||||
Unrealized loss on investments | ( | ( | ( | ( | ||||
Total other comprehensive loss, net | ( | ( | ( | ( | ||||
Ending balance | ( | ( | ||||||
Treasury stock | ||||||||
Beginning balance | ( | ( | ( | ( | ||||
Common stock repurchased | ( | — | ( | — | ||||
Ending balance | ( | ( | ( | ( | ||||
Retained earnings | ||||||||
Beginning balance | ||||||||
Net (loss) income | ( | ( | ( | |||||
Ending balance | ||||||||
Total stockholders’ equity | $ | $ | $ | $ | ||||
Common stock issued (shares) | ||||||||
Beginning balance | ||||||||
Issuance of common stock, net | ||||||||
Ending balance | ||||||||
Treasury stock (shares) | ||||||||
Beginning balance | ||||||||
Common stock repurchased | — | — | ||||||
Ending balance | ||||||||
Total common stock outstanding (shares) | ||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
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ENERGY RECOVERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, | ||||
2025 | 2024 | |||
(In thousands) | ||||
Cash flows from operating activities: | ||||
Net loss | $( | $( | ||
Adjustments to reconcile net loss to cash provided by operating activities | ||||
Stock-based compensation | ||||
Depreciation and amortization | ||||
Right of use asset amortization | ||||
Accretion (amortization) of discounts (premiums) on investments | ( | ( | ||
Deferred income taxes | ( | ( | ||
Impairment of long-lived assets | ||||
Other non-cash adjustments | ||||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | ||||
Contract assets | ( | |||
Inventories, net | ( | ( | ||
Prepaid and other assets | ( | ( | ||
Accounts payable | ||||
Accrued expenses and other liabilities | ( | ( | ||
Contract liabilities | ||||
Net cash provided by operating activities | ||||
Cash flows from investing activities: | ||||
Maturities of marketable securities | ||||
Purchases of marketable securities | ( | ( | ||
Capital expenditures | ( | ( | ||
Proceeds from sales of fixed assets | ||||
Net cash provided by (used in) investing activities | ( | |||
Cash flows from financing activities: | ||||
Net proceeds from issuance of common stock | ||||
Repurchase of common stock | ( | |||
Payment of excise tax associated with repurchase of common stock | ( | |||
Net cash (used in) provided by financing activities | ( | |||
Effect of exchange rate differences on cash and cash equivalents | ( | |||
Net change in cash, cash equivalents and restricted cash | ( | |||
Cash, cash equivalents and restricted cash, beginning of year | ||||
Cash, cash equivalents and restricted cash, end of period | $ | $ | ||
See Accompanying Notes to Condensed Consolidated Financial Statements
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Description of Business and Significant Accounting Policies
Energy Recovery, Inc. and its wholly-owned subsidiaries (the “Company” or “Energy Recovery”) designs and manufactures reliable,
high-performance solutions that generate cost savings by increasing energy efficiency and reducing carbon emissions across several
industries. Leveraging the Company’s pressure exchanger technology, which generates little to no emissions when operating, the Company
believes its solutions lower costs, save energy, reduce waste, and minimize emissions for companies across a variety of commercial and
industrial processes. As the world coalesces around the urgent need to address climate change and its impacts, the Company is helping
companies reduce their energy consumption in their industrial processes, which in turn, reduces their carbon footprint. The Company
believes that its customers do not have to sacrifice quality and cost savings for sustainability and the Company is committed to developing
solutions that drive long-term value – both financial and environmental. The Company’s solutions are marketed, sold in, and developed for,
the fluid-flow and gas markets, such as seawater and wastewater desalination, natural gas, chemical processing and CO2-based refrigeration
systems, under the trademarks ERI®, PX®, Pressure Exchanger®, PX® Pressure Exchanger® (“PX”), Ultra PX™, PX G™, PX G1300®,
PX PowerTrain™, AT™, and Aquabold™. The Company owns, manufactures and/or develops its solutions, in whole or in part, in the United
States of America (the “U.S.”).
All intercompany accounts and transactions have been eliminated in consolidation.
Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements
prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules
not include all disclosures required by GAAP; however, the Company believes that the disclosures are adequate to make the information
presented not misleading.
The June 30, 2025 unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited
Consolidated Financial Statements and the notes thereto for the fiscal year ended December 31, 2024 included in the Company’s Annual
Report on Form 10-K filed with the SEC on February 26, 2025 (the “2024 Annual Report”).
future periods.
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
make judgments, assumptions and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and
accompanying notes.
The accounting policies that reflect the Company’s significant estimates and judgments and that the Company believes are the most
critical to aid in fully understanding and evaluating its reported financial results are revenue recognition; stock-based compensation expense;
equipment useful life and valuation; goodwill valuation and impairment; inventory valuation and allowances, deferred taxes and valuation
allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result,
actual results could differ materially from those estimates.
The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a
revision of the carrying value of its assets or liabilities as of August 6, 2025, the date of issuance of this Quarterly Report on Form 10-Q.
These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these
estimates under different assumptions or conditions. The Company undertakes no obligation to publicly update these estimates for any
reason after the date of this Quarterly Report on Form 10-Q, except as required by law.
Significant Accounting Policies - Significant Accounting Policies,” of the Notes to Consolidated Financial Statements included in Item 8,
“Financial Statements and Supplementary Data,” of the 2024 Annual Report. See Note 12, “Stock-Based Compensation - Performance
Restricted Stock Units” for further discussion regarding the Company’s Performance Restricted Stock Units (“PRSUs”) issued during the six
months ended June 30, 2025.
that apply to the Company other than the pronouncements disclosed in Note 1, “Description of Business and Significant Accounting Policies -
Recently Issued Accounting Pronouncement Not Yet Adopted,” of the Notes to Consolidated Financial Statements included in Item 8,
“Financial Statements and Supplementary Data,” of the 2024 Annual Report.
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2 — Revenue
customer “shipped to” address, and by channel customers. Sales and usage-based taxes are excluded from revenues. See Note 9,
“Segment Reporting,” for further discussion related to the Company’s segments.
Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||
Water | Emerging Technologies | Total | Water | Emerging Technologies | Total | ||||||
(In thousands) | |||||||||||
Geographical market | |||||||||||
Middle East and Africa1 | $ | $ | $ | $ | $ | $ | |||||
Asia2 | |||||||||||
Europe3 | |||||||||||
Americas | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Channel | |||||||||||
Megaproject | $ | $ | $ | $ | $ | $ | |||||
Original equipment manufacturer | |||||||||||
Aftermarket | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
1 Within the Middle East and Africa market, Oman represented revenue of $5,994 , or 21 % and $6,009 , or 17 % of total revenue during the
three and six months ended June 30, 2025, respectively.
2 Within the Asia market, China represented revenue of $3,484 , or 12 % and $4,052 , or 11 % of total revenue during the three and six months
ended June 30, 2025, respectively.
3 Within the Europe market, Spain represented revenue of $8,013 , or 29 % and $8,734 , or 24 % of total revenue during the three and six
months ended June 30, 2025, respectively.
Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||||||||
Water | Emerging Technologies | Total | Water | Emerging Technologies | Total | |||||||
(In thousands) | ||||||||||||
Geographical market | ||||||||||||
Middle East and Africa1 | $ | $ | $ | $ | $ | $ | ||||||
Asia2 | ||||||||||||
Europe | ||||||||||||
Americas | ||||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | ||||||
Channel | ||||||||||||
Megaproject | $ | $ | $ | $ | $ | $ | ||||||
Original equipment manufacturer | ||||||||||||
Aftermarket | ||||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | ||||||
1 Within the Middle East and Africa market, Morocco represented revenue of $4,831 , or 18 % of total revenue and $6,236 or 16 % of total
revenue during the three and six months ended June 30, 2024, respectively and the United Arab Emirates represented revenue of $5,424 , or
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2 Within the Asia market, India represented revenue of $4,456 , or 16 % of total revenue and $4,633 or 12 % of total revenue during the three
and six months ended June 30, 2024, respectively.
June 30, 2025 | December 31, 2024 | |||
(In thousands) | ||||
Accounts receivable, net | $ | $ | ||
Contract assets, current (included in prepaid expenses and other assets) | $ | $ | ||
Contract liabilities: | ||||
Contract liabilities, current | $ | $ | ||
Total contract liabilities | $ | $ | ||
The Company records contract liabilities, which consist of customer deposits and deferred revenue, when cash payments are
received in advance of the Company’s performance. The following table presents the change in contract liability balances during the reported
periods.
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
Contract liabilities, beginning of year | $ | $ | |
Revenue recognized | ( | ( | |
Cash received, excluding amounts recognized as revenue during the period | |||
Contract liabilities, end of period | $ | $ | |
that are unsatisfied or partially unsatisfied.
Period | Remaining Performance Obligations | ||
(In thousands) | |||
2025 (remaining six months) | $ | ||
Total | $ |
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 3 — Net Income (Loss) Per Share
during the reported period to calculate the basic and diluted net income (loss) per share, respectively. Outstanding stock options to purchase
common shares, unvested restricted stock units (“RSUs”), and unvested performance restricted stock units (“PRSUs”) are collectively
referred to as “equity awards.”
•Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the
period.
•Diluted net income (loss) per share is computed using the weighted average number of common and potentially dilutive shares
outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not
included in the computation of diluted net income (loss) per share.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(In thousands, except per share amounts) | ||||||||
Numerator | ||||||||
Net income (loss) | $ | $( | $( | $( | ||||
Denominator (weighted average shares) | ||||||||
Basic common shares outstanding | ||||||||
Stock options | ||||||||
RSUs | ||||||||
Diluted common shares outstanding | ||||||||
Net income (loss) per share | ||||||||
Basic | $ | $ ( | $ ( | $ ( | ||||
Diluted | $ | $ ( | $ ( | $ ( | ||||
have been anti-dilutive.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2025 | 2024 | 2025 | 2024 | ||||
(In thousands) | |||||||
Anti-dilutive equity award shares | |||||||
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 4 — Other Financial Information
The Condensed Consolidated Statements of Cash Flows explain the changes in the total of cash, cash equivalents and restricted
cash, such as cash amounts deposited in restricted cash accounts in connection with the Company’s credit cards. The following table
presents a reconciliation of cash, cash equivalents and restricted cash, reported for each period within the Condensed Consolidated Balance
Sheets and the Condensed Consolidated Statements of Cash Flows that sum to the total of such amounts.
June 30, 2025 | December 31, 2024 | June 30, 2024 | |||
(In thousands) | |||||
Cash and cash equivalents | $ | $ | $ | ||
Restricted cash, non-current (included in other assets, non-current) | |||||
Total cash, cash equivalents and restricted cash | $ | $ | $ | ||
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
Accounts receivable, gross | $ | $ | |
Allowance for doubtful accounts | ( | ( | |
Accounts receivable, net | $ | $ | |
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
Raw materials | $ | $ | |
Work in process | |||
Finished goods | |||
Inventories, gross | |||
Valuation adjustments for excess and obsolete inventory | ( | ( | |
Inventories, net | $ | $ | |
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
Accrued expenses and other liabilities, current | |||
Payroll, benefits, incentives and commissions payable | $ | $ | |
Warranty reserve | |||
Restructuring accrual | |||
Income taxes payable | |||
Other accrued expenses and other liabilities | |||
Total accrued expenses and other liabilities | |||
Other liabilities, non-current | |||
Total accrued expenses, and current and non-current other liabilities | $ | $ | |
During the fourth quarter of fiscal year 2024, the Company implemented a restructuring plan which included reductions in its
workforce in all functions of the organization, primarily in its San Leandro location, in order to lower the Company’s operating cost structure,
and to position the Company for profitable growth. The Company recorded a restructuring charge of approximately $3.0 million in total, of
which $0.5 million was recorded during the six months ended June 30, 2025. The Company did not record any restructuring charge during
the three months ended June 30, 2025. The total restructuring charge recorded relates to severance and benefits, including reemployment
assistance, for 38 terminated employees, which was approximately 15 % of the Company’s workforce. The implementation of the
restructuring plan was substantially complete by the end of the first quarter of fiscal year 2025 and the Company does not expect to incur
significant additional expenses related to the restructuring. All expenses associated with the Company’s restructuring plan are included in
“Restructuring charges” in the Condensed Consolidated Statements of Operations.
Segment | Corporate | Total Expense | |||||
Water | Emerging Technology | ||||||
(In thousands) | |||||||
Amount recognized in 2024 | |||||||
Amount recognized in Q1 2025 | |||||||
Amount recognized in Q2 2025 | |||||||
Total restructuring expenses recognized | $ | $ | $ | $ | |||
Severance and Benefits | ||
(In thousands) | ||
Balance, as of December 31, 2024 | $ | |
Restructuring provision | ||
Cash paid | ( | |
Balance, as of June 30, 2025 | $ |
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 13
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 — Investments and Fair Value Measurements
category, amortized cost, gross unrealized gains and losses, and fair value. As of June 30, 2025 and December 31, 2024, the Company had
June 30, 2025 | December 31, 2024 | ||||||||||||||||
Pricing Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||
(In thousands) | |||||||||||||||||
Cash equivalents | |||||||||||||||||
Money market securities | Level 1 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||
U.S. treasury securities | Level 2 | ||||||||||||||||
Total cash equivalents | |||||||||||||||||
Short-term investments | |||||||||||||||||
U.S. treasury securities | Level 2 | ( | |||||||||||||||
Corporate notes and bonds | Level 2 | ( | |||||||||||||||
Total short-term investments | ( | ||||||||||||||||
Long-term investments | |||||||||||||||||
U.S. treasury securities | Level 2 | ||||||||||||||||
Corporate notes and bonds | Level 2 | ( | |||||||||||||||
Municipal and agency notes and bonds | Level 2 | ( | |||||||||||||||
Total long-term investments | ( | ||||||||||||||||
Total short and long-term investments | ( | ( | |||||||||||||||
Total | $ | $ | $( | $ | $ | $ | $( | $ | |||||||||
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 14
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
been in a continuous unrealized loss position, aggregated by type of investment instrument. The available-for-sale securities that were in an
unrealized gain position have been excluded from the table.
June 30, 2025 | December 31, 2024 | ||||||
Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||
(In thousands) | |||||||
U.S. treasury securities | $ | $( | $ | $ | |||
Corporate notes and bonds | ( | ( | |||||
Municipal and agency notes and bonds | ( | ||||||
Total available-for-sale investments with unrealized loss positions | $ | $( | $ | $( | |||
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 15
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6 — Lines of Credit
The Company entered into a credit agreement with JPMorgan Chase Bank, N.A. on December 22, 2021 (as amended, the “Credit
Agreement”). The Credit Agreement, which will expire on December 21, 2026, provides a committed revolving credit line of $50.0 million and
includes both a revolving loan and a letters of credit (“LCs”) component.
Under the Credit Agreement, as of June 30, 2025, there were no revolving loans outstanding. In addition, under the LCs component,
the Company utilized $16.8 million of the maximum allowable credit line of $30.0 million, which includes newly issued LCs and previously
issued and unexpired stand-by letters of credit (“SBLCs”).
warranty and performance guarantees.
June 30, 2025 | December 31, 2024 | ||
(In thousands) | |||
Outstanding letters of credit | $ | $ | |
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 16
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7 — Commitments and Contingencies
On March 10, 2025, the Company entered into an agreement to sublease its Katy, Texas operating lease. The sublease commenced
on March 10, 2025 and will expire on December 31, 2029. The sublease is classified as an operating lease and has a remaining lease term
of 4.5 years as of June 30, 2025. Sublease income was immaterial during the three and six months ended June 30, 2025 and is recorded as
a reduction of lease expense in general and administrative within the Company’s Condensed Consolidated Statements of Operations.
The Company considered the sublease to be an indicator of impairment of the original lease. The Company compared the
undiscounted cash flows from the sublease to the carrying value of the Katy, Texas operating lease, which included the associated right-of-
use asset and leasehold improvements. The Company concluded that the carrying value was not recoverable as it exceeded the estimated
undiscounted cash flows.
The Company calculated the impairment charge by comparing the carrying value of the Katy, Texas operating lease to its fair value,
which was calculated based on the net discounted cash flows associated with the sublease. The Company recorded a total impairment
charge of $0.4 million during the six months ended June 30, 2025, of which $0.2 million and $0.2 million was recorded against the right-of-
use asset and the associated leasehold improvements, respectively. No impairment charges were recorded during the three months ended
June 30, 2025. The allocation of the impairment charge was based on the relative carrying value of the assets. The impairment charge was
recorded in general and administrative within the Company’s Condensed Consolidated Statements of Operations.
From time-to-time, the Company has been named in and subject to various proceedings and claims in connection with its business.
The Company may in the future become involved in litigation in the ordinary course of business, including litigation that could be material to
its business. The Company considers all claims, if any, on a quarterly basis and, based on known facts, assesses whether potential losses
are considered reasonably possible, probable and estimable. Based upon this assessment, the Company then evaluates disclosure
requirements and whether to accrue for such claims in its consolidated financial statements. The Company records a provision for a liability
when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are
reviewed at least quarterly and are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other
proceedings or claims that would have a material effect on the Company’s financial position, results of operations, or cash flows. Therefore,
there were no material losses which were probable or reasonably possible.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 17
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 8 — Income Taxes
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2025 | 2024 | 2025 | 2024 | ||||
(In thousands, except percentages) | |||||||
Provision for (benefit from) income taxes | $ | $ | $( | $( | |||
Discrete items | ( | ||||||
Provision for (benefit from) income taxes, excluding discrete items | $ | $ | $( | $( | |||
Effective tax rate | ( | ||||||
Effective tax rate, excluding discrete items | ( | ||||||
rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective
tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The
Company’s quarterly tax provision and estimate of its annual effective tax rate are subject to variation due to several factors, including
variability in accurately predicting its pre-tax income or loss and the mix of jurisdictions to which they relate, the applicability of special tax
regimes, and changes in how the Company does business.
For the three and six months ended June 30, 2025, the recognized provision for and (benefit from) income taxes, respectively,
resulted from the tax projection based on the full year forecasted profit and included benefits related to the U.S. federal foreign-derived
intangible income (“FDII”), federal research and development (“R&D”) tax credit, certain permanent differences, such as stock-based
compensation shortfalls, and partial release of California valuation allowance.
For the three and six months ended June 30, 2024, the recognized provision for and (benefit from) income taxes, respectively,
resulted from the tax projection based on the full year forecasted profit and included benefits related to the U.S. FDII, federal R&D tax credit,
and certain permanent differences, such as share-based compensation windfalls.
The effective tax rate excluding discrete items for the six months ended June 30, 2025, as compared to the prior year, differed
primarily due to lower projected R&D tax credits, increased non-deductible officer stock-based compensation, and lower projected U.S. FDII
benefits.
On July 4, 2025, the One Big Beautiful Bill (“OBBA”) Act, which includes a broad range of tax reform provisions, was signed into law in
the United States. The OBBA has multiple effective dates, and the Company is currently assessing the impact of these tax law changes on its
financial statements.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 18
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9 — Segment Reporting
The Company’s Chief Operating Decision-Maker (“CODM”) is its President and Chief Executive Officer. The Company continues to
monitor and review its segment reporting structure in accordance with authoritative guidance to determine whether any changes have
and corporate operating expenses.
Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||
Water | Emerging Technologies | Corporate | Total | Water | Emerging Technologies | Corporate | Total | ||||||||
(In thousands) | |||||||||||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Cost of revenue | |||||||||||||||
Gross profit (loss) | ( | ||||||||||||||
Operating expenses | |||||||||||||||
General and administrative | |||||||||||||||
Sales and marketing | |||||||||||||||
Research and development | |||||||||||||||
Restructuring charges | |||||||||||||||
Total operating expenses | |||||||||||||||
Operating income (loss) | $ | $( | $( | $ | $ | $( | $( | $( | |||||||
Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | ||||||||||||||
Water | Emerging Technologies | Corporate | Total | Water | Emerging Technologies | Corporate | Total | ||||||||
(In thousands) | |||||||||||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Cost of revenue | |||||||||||||||
Gross profit (loss) | ( | ( | |||||||||||||
Operating expenses | |||||||||||||||
General and administrative | |||||||||||||||
Sales and marketing | |||||||||||||||
Research and development | |||||||||||||||
Total operating expenses | |||||||||||||||
Operating income (loss) | $ | $( | $( | $( | $ | $( | $( | $( | |||||||
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 19
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 10 — Concentrations
each of the periods presented. Although certain customers might account for greater than 10% of the Company’s revenue at any one point in
time, the concentration of revenue between a limited number of customers shifts regularly, depending on when revenue is recognized. The
percentages by customer reflect specific relationships or contracts that would concentrate revenue for the periods presented and do not
indicate a trend specific to any one customer.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
Segment | 2025 | 2024 | 2025 | 2024 | ||||||
Customer A | Water | ** | ** | |||||||
Customer B | Water | ** | ** | |||||||
Customer C | Water | ** | ** | |||||||
Customer D | Water | ** | ** | |||||||
Customer E | Water | ** | ** | |||||||
**Zero or less than 10%.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 20
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 11 — Stockholders’ Equity
discretion of management, repurchase its outstanding common stock in the open market, or in privately negotiated transactions, in
compliance with applicable state and federal securities laws. The timing and amounts of any purchase under the Company’s share
repurchase program is based on market conditions and other factors including price, regulatory requirements, and capital availability. The
Company accounts for stock repurchases under these programs using the cost method. As of June 30, 2025, the Company has repurchased
On February 26, 2025, the Company announced that the Board authorized a share repurchase program under which the Company
may repurchase its outstanding common stock, at the discretion of management, for up to $30.0 million in aggregate cost, which includes
both the share value of the acquired common stock and the fees charged in connection with acquiring the common stock (the “February 2025
Authorization”). The February 2025 Authorization will expire in February 2026.
Number of Shares Purchased | Average Price Paid per Share(1) | Plan Activity | |||||
(In millions) | |||||||
February 2025 Authorization | $ | ||||||
Repurchases under February 2025 Authorization | $ | ( | |||||
Remaining amount under February 2025 Authorization | $ |
(1)Excluding commissions
Of the 1,557,208 shares purchased, 1,277,913 and 1,557,208 were purchased during the three and six months ended June 30, 2025
for $17.1 million and $21.6 million, respectively.
On August 6, 2025, the Board announced a share repurchase program under which the Company may repurchase its outstanding
common stock, at the discretion of management, for up to $25.0 million in aggregate cost, which includes both the share value of the
acquired common stock and the fees charged in connection with acquiring the common stock (the “August 2025 Authorization”). The August
2025 Authorization will expire in May 2026.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 21
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ENERGY RECOVERY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 12 — Stock-based Compensation
On January 23, 2025, the Compensation Committee of the Board adopted a new form of PRSU award agreement under the 2020
Equity Incentive Plan (the “2020 Plan”), to among other things, define the terms of the performance metrics and performance period for such
PRSUs. During the three and six months ended June 30, 2025, the Company granted 13,455 and 300,753 PRSUs, respectively.
PRSUs outstanding as of June 30, 2025 generally vest over 3 years and are dependent upon continued employment and meeting
certain cumulative revenue and cumulative adjusted EBITDA targets. Adjusted EBITDA is a non-GAAP financial measure that the Company
defines as net income (loss) which excludes i) depreciation and amortization; ii) stock-based compensation; iii) executive transition costs; iv)
restructuring charges; v) impairment of long-lived assets; vi) other income, net, such as interest income and other non-operating expense,
net; and vii) provision for (benefit from) income taxes. As PRSUs vest, the units will be settled in shares of common stock. The number of
potential shares issued based on PRSUs granted during the three and six months ended June 30, 2025 is dependent on the level of
achievement of the performance targets discussed above, which ranges from 0 38,961 and 902,259 shares of common stock,
respectively. The units are valued based on the Company’s market price on the date of grant. As of June 30, 2025, no expense has been
recognized in relation to the PRSUs as the performance conditions are not considered probable.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 22
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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Energy Recovery, Inc. (the “Company”, “Energy Recovery”, “we”, “our” and “us”) designs and manufactures solutions that make
industrial processes more efficient and sustainable. Leveraging our pressure exchanger technology, which generates little to no emissions
when operating, we believe our solutions lower costs, save energy, reduce waste, and minimize emissions for companies across a variety of
commercial and industrial processes. As the world coalesces around the urgent need to address climate change and its impacts, we are
helping companies reduce their energy consumption in their industrial processes, which in turn, reduces their carbon footprint. We believe
that our customers do not have to sacrifice quality and cost savings for sustainability and we are committed to developing solutions that drive
long-term value – both financial and environmental.
The original product application of our technology, the PX® Pressure Exchanger® (“PX”) energy recovery device, was a major
contributor to the advancement of seawater reverse osmosis desalination (“SWRO”), significantly lowering the energy intensity and cost of
water production globally from SWRO. Our pressure exchanger technology is being applied to the wastewater filtration market, such as
battery manufacturers, mining operations, municipalities, and other manufacturing plants that discharge wastewater with significant levels of
metals and pollutants, and has also been applied to the development of our PX G1300® for use in the CO2 market.
Engineering, and research and development (“R&D”), have been, and remain, an essential part of our history, culture and corporate
strategy. Since our formation, we have developed leading technology and engineering expertise through the continual evolution of our
pressure exchanger technology, which can enhance environmental sustainability and improve productivity by reducing waste and energy
consumption in high-pressure industrial fluid-flow systems. This versatile technology works as a platform to build product applications and is
at the heart of many of our products. In addition, we have engineered and developed ancillary devices, such as our hydraulic turbochargers
and circulation “booster” pumps, that complement our energy recovery devices.
Segments
Our reportable operating segments consist of the water and emerging technologies segments. These segments are based on the
industries in which the technology solutions are sold, the type of energy recovery device or other technology sold and the related solution and
service or, in the case of emerging technologies, where revenues from new and/or potential devices utilizing our pressure exchanger
technology can be brought to market. Other factors for determining the reportable operating segments include the manner in which our Chief
Operating Decision Maker (“CODM”), our President and Chief Executive Officer, evaluates our performance combined with the nature of the
individual business activities. In addition, our corporate operating expenses include expenditures in support of the water and emerging
technologies segments. We continue to monitor and review our segment reporting structure in accordance with authoritative guidance to
determine whether any changes have occurred that would impact our reportable segments.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 23
Table of Contents
Results of Operations
A discussion regarding our financial condition and results of operations for the three and six months ended June 30, 2025, compared
to the three and six months ended June 30, 2024, is presented below.
Revenue
As a significant portion of our revenue is derived from large project contract deliveries that are between 16 to 36 months from contract
date, variability in revenue from quarter to quarter is typical, therefore year-on-year comparisons are not necessarily indicative of the trend for
the full year due to these variations. There is no specific seasonality in our revenues to highlight.
We generally track our revenues by channels. The channels we recognize and channel definitions we utilize are as follows:
•Megaproject (“MPD”) channel: The MPD channel has been the main driver of our long-term growth as revenue from this channel
benefits from a growing number of projects as well as an increase in the capacity of these projects in some cases. MPD projects
are large-scale in nature and generally have shipment timelines from 16 to 36 months from contract date. Recognition of
revenue is dependent on customers’ project timing and execution of these projects.
•Original Equipment Manufacturer (“OEM”) channel: The OEM channel reflects sales to a wide variety of industries in the
desalination, wastewater, and the refrigeration markets. This channel contains projects smaller in size and revenue, and of
shorter duration compared to those projects in the MPD channel.
•Aftermarket (“AM”) channel: The AM channel represents support and services rendered to our installed customer base. AM
revenue generally fluctuates from year-to-year and is dependent on our customers’ timing of product upgrades, as well as their
replenishment of spare parts and supplies.
Revenue by Channel Customers
Three Months Ended June 30, | |||||||||||
2025 | 2024 | ||||||||||
Revenue | % of Revenue | Revenue | % of Revenue | Change | |||||||
(In thousands, except percentages) | |||||||||||
Megaproject | $14,802 | 53% | $15,815 | 58% | $(1,013) | (6%) | |||||
Original equipment manufacturer | 8,357 | 30% | 6,945 | 26% | 1,412 | 20% | |||||
Aftermarket | 4,892 | 17% | 4,439 | 16% | 453 | 10% | |||||
Total revenue | $28,051 | 100% | $27,199 | 100% | $852 | 3% | |||||
Six Months Ended June 30, | |||||||||||
2025 | 2024 | ||||||||||
Revenue | % of Revenue | Revenue | % of Revenue | Change | |||||||
(In thousands, except percentages) | |||||||||||
Megaproject | $14,838 | 41% | $19,915 | 51% | $(5,077) | (25%) | |||||
Original equipment manufacturer | 12,358 | 34% | 10,291 | 26% | 2,067 | 20% | |||||
Aftermarket | 8,920 | 25% | 9,083 | 23% | (163) | (2%) | |||||
Total revenue | $36,116 | 100% | $39,289 | 100% | $(3,173) | (8%) | |||||
Revenue Attributable to Primary Geographical Markets by Segments
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 24
Table of Contents
Three Months Ended June 30, | |||||||||||
2025 | 2024 | ||||||||||
Water | Emerging Technologies | Total | Water | Emerging Technologies | Total | ||||||
(In thousands) | |||||||||||
Middle East and Africa1 | $9,324 | $92 | $9,416 | $14,467 | $245 | $14,712 | |||||
Asia2 | 8,008 | 65 | 8,073 | 7,962 | 36 | 7,998 | |||||
Europe3 | 9,056 | 55 | 9,111 | 2,522 | — | 2,522 | |||||
Americas | 1,451 | — | 1,451 | 1,967 | — | 1,967 | |||||
Total revenue | $27,839 | $212 | $28,051 | $26,918 | $281 | $27,199 | |||||
1 Within the Middle East and Africa market, the following countries represented revenue in excess of 10%.
Three Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
Oman | Water | $5,994 | 21% | ** | ** | |||
United Arab Emirates | Water | ** | ** | $5,424 | 20% | |||
Morocco | Water | ** | ** | $4,831 | 18% | |||
2 Within the Asia market, the following countries represented revenue in excess of 10%.
Three Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
China | Water | $3,484 | 12% | ** | ** | |||
India | Water | ** | ** | $4,456 | 16% | |||
3 Within the Europe market, the following countries represented revenue in excess of 10%.
Three Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
Spain | Water | $8,013 | 29% | ** | ** | |||
**Zero or less than 10%.
Six Months Ended June 30, | |||||||||||
2025 | 2024 | ||||||||||
Water | Emerging Technologies | Total | Water | Emerging Technologies | Total | ||||||
(In thousands) | |||||||||||
Middle East and Africa1 | $12,204 | $93 | $12,297 | $19,252 | $246 | $19,498 | |||||
Asia2 | 11,446 | 65 | 11,511 | 9,941 | 36 | 9,977 | |||||
Europe3 | 10,131 | 55 | 10,186 | 3,908 | — | 3,908 | |||||
Americas | 2,122 | — | 2,122 | 5,906 | — | 5,906 | |||||
Total revenue | $35,903 | $213 | $36,116 | $39,007 | $282 | $39,289 | |||||
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 25
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1 Within the Middle East and Africa market, the following countries represented revenue in excess of 10%.
Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
Oman | Water | $6,009 | 17% | ** | ** | |||
United Arab Emirates | Water | ** | ** | $5,654 | 14% | |||
Morocco | Water | ** | ** | $6,236 | 16% | |||
2 Within the Asia market, the following countries represented revenue in excess of 10%.
Three Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
China | Water | $4,052 | 11% | ** | ** | |||
India | Water | ** | ** | $4,633 | 12% | |||
3 Within the Europe market, the following countries represented revenue in excess of 10%.
Three Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Segment | Revenue | Percentage | Revenue | Percentage | ||||
(In thousands) | ||||||||
Spain | Water | $8,734 | 24% | ** | ** | |||
**Zero or less than 10%.
Three months ended June 30, 2025, as compared to the three months ended June 30, 2024
The decrease in MPD revenue of $1.0 million was due primarily to lower shipments of products to the Middle East and Africa (“MEA”)
and Asia markets, partially offset by higher shipments of products to the Europe market.
The increase in OEM revenue of $1.4 million was due primarily to:
•Wastewater: The increase in revenue of $1.7 million was due primarily to higher shipments of products to the Asia and Europe
markets, partially offset by lower shipments of products to the Americas market.
•Desalination: The decrease in revenue of $0.4 million was due primarily to lower shipments of products to the Europe, MEA, and
Americas markets, partially offset by higher shipments of products to the Asia market.
The increase in AM revenue of $0.5 million was due primarily to higher shipments of products to the Europe and Asia markets.
Six months ended June 30, 2025, as compared to the six months ended June 30, 2024
The decrease in MPD revenue of $5.1 million was due primarily to lower shipments to the MEA, Asia, and Americas markets, partially
offset by higher shipments of products to the Europe market.
The increase in OEM revenue of $2.1 million was primarily due:
•Wastewater: The increase in revenue of $1.7 million was due primarily to higher shipments of products to the Asia and Europe
markets.
•Desalination: The increase in revenue of $0.3 million was due primarily to higher shipments to the Asia market, partially offset by
lower shipments to the Americas, Europe, and MEA markets.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 26
Table of Contents
The decrease in AM revenue of $0.2 million was due primarily to lower shipments to the Americas market, partially offset by higher
shipments of products to the Europe and Asia markets.
Concentration of Revenue
See Note 10, “Concentrations,” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Statements
(unaudited),” of this Quarterly Report on Form 10-Q (the “Notes”) for further discussion regarding our concentration of revenue.
Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenue. Cost of revenue consists primarily of raw materials, personnel costs (including
stock-based compensation), manufacturing overhead, warranty costs, and depreciation expense.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2025 | 2024 | Change | 2025 | 2024 | Change | ||||||
(In thousands, except percentage and basis point) | |||||||||||
Gross profit | $17,954 | $17,566 | $388 | $22,412 | $24,701 | $(2,289) | |||||
Gross margin | 64.0% | 64.6% | (60) bps | 62.1% | 62.9% | (80) bps | |||||
The increase in gross profit and decrease in gross margin for the three months ended June 30, 2025, as compared to the prior year,
was due primarily to costs related to product mix and tariffs.
The decrease in gross profit and gross margin for the six months ended June 30, 2025, as compared to the prior year, was due
primarily to costs related to product mix and tariffs during the six months ended June 30, 2025.
Operating Expenses
The total material changes of general and administrative (“G&A”), sales and marketing (“S&M”) and R&D operating expenses for the
three and six months ended June 30, 2025, as compared to the comparable periods in the prior year, are discussed within the following
overall operating expenditures, and the segment and corporate operating expenses discussions below.
Three Months Ended June 30, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
Water | Emerging Technologies | Corporate | Total | Water | Emerging Technologies | Corporate | Total | |||||||||
(In thousands) | ||||||||||||||||
Operating expenses | ||||||||||||||||
General and administrative | $1,323 | $571 | $5,775 | $7,669 | $1,912 | $984 | $6,636 | $9,532 | ||||||||
Sales and marketing | 3,280 | 1,569 | 511 | 5,360 | 3,837 | 1,700 | 567 | 6,104 | ||||||||
Research and development | 1,604 | 1,847 | — | 3,451 | 1,073 | 2,871 | — | 3,944 | ||||||||
Total operating expenses | $6,207 | $3,987 | $6,286 | $16,480 | $6,822 | $5,555 | $7,203 | $19,580 | ||||||||
Three months ended June 30, 2025, as compared to the three months ended June 30, 2024
Overall Operating Expenditures. Overall operating expenditures decreased $3.1 million, or (15.8%). This decrease was due primarily
to lower employee compensation costs, a severance charge in the three months ended June 30, 2024 that did not recur and higher
consulting costs incurred in the previous year related to our corporate strategy.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 27
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Water Segment. Water segment operating expenses decreased by $0.6 million, or (9.0)%. This decrease was due primarily to lower
employee compensation costs, including stock-based compensation.
Emerging Technologies Segment. Emerging Technologies segment operating expenses decreased by $1.6 million, or (28.2%). This
decrease was due primarily to lower employee compensation costs.
Corporate Operating Expenses. Corporate operating expenses decreased by $0.9 million, or (12.7%). This decrease was due
primarily to higher consulting costs incurred in the previous year related to our corporate strategy.
Six Months Ended June 30, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
Water | Emerging Technologies | Corporate | Total | Water | Emerging Technologies | Corporate | Total | |||||||||
(In thousands) | ||||||||||||||||
General and administrative | $2,896 | $1,326 | $12,021 | $16,243 | $3,834 | $2,002 | $11,262 | $17,098 | ||||||||
Sales and marketing | 6,425 | 2,839 | 1,002 | 10,266 | 7,582 | 3,507 | 1,167 | 12,256 | ||||||||
Research and development | 2,782 | 3,670 | — | 6,452 | 2,173 | 6,122 | — | 8,295 | ||||||||
Restructuring charges | 210 | 123 | 206 | 539 | — | — | — | — | ||||||||
Total operating expenses | $12,313 | $7,958 | $13,229 | $33,500 | $13,589 | $11,631 | $12,429 | $37,649 | ||||||||
Six months ended June 30, 2025, as compared to the six months ended June 30, 2024
Overall Operating Expenditures. Overall operating expenditures decreased by $4.1 million, or (11.0%). This decrease was due
primarily to a decrease in employee costs, such as employee compensation and stock-based compensation as well as severance charges
incurred during the six months ended June 30, 2024 that did not recur, partially offset by restructuring charges, and an increase in consulting
costs. Changes in non-employee costs included:
•G&A: higher consulting costs related to the enhancement of our corporate strategy as well as $0.4 million of impairment costs
associated with the sublease of our Katy, Texas lease.
•R&D: lower Emerging Technologies segment development costs.
Water Segment. Water segment operating expenses decreased by $1.3 million, or (9.4%). This decrease was due primarily to lower
employee costs, including stock-based compensation costs.
Emerging Technologies Segment. Emerging Technologies operating expenses decreased by $3.7 million, or (31.6%). This decrease
was due primarily to lower employee costs, including stock-based compensation, as well as lower development costs.
Corporate Operating Expenses. Corporate operating expenses increased by $0.8 million, or 6.4%. This increase was primarily due
to higher consulting costs, restructuring charges and impairment costs associated with the sublease of the Katy, Texas lease incurred during
the six months ended June 30, 2025, partially offset by lower employee costs.
Restructuring Charges. During the fourth quarter of fiscal year 2024, we implemented a restructuring plan which included reductions
in our workforce in all functions of the organization, primarily in our San Leandro location, in order to lower our operating cost structure, and
to position the Company for profitable growth. We recorded a restructuring charge of approximately $3.0 million, of which $0.5 million was
recorded during the six months ended June 30, 2025, respectively. The company did not record a restructuring charge during the three
months ended June 30, 2025. The total restructuring charge relates to severance and benefits, including reemployment assistance, for
38 terminated employees, which was approximately 15% of our workforce. The implementation of the restructuring plan was substantially
complete by the end of the first quarter of fiscal year 2025 and the Company does not expect to incur significant additional expenses related
to the restructuring. See Note 4, “Other Financial Information – Restructuring,” of the Notes for further discussion and disclosure on our
restructuring program.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 28
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Other Income, Net
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(In thousands) | ||||||||
Interest income | $940 | $1,663 | $2,013 | $3,105 | ||||
Other non-operating expense, net | (26) | (49) | (20) | (102) | ||||
Total other income, net | $914 | $1,614 | $1,993 | $3,003 | ||||
The decrease in “Total other income, net” in the three and six months ended June 30, 2025, as compared to the comparable period in
the prior year, was primarily due to a decrease in short- and long-term investments.
Income Taxes
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2025 | 2024 | 2025 | 2024 | ||||
(In thousands, except percentages) | |||||||
(Benefit from) provision for income taxes | $334 | $242 | $(1,269) | $(1,043) | |||
Discrete items | (22) | 64 | 30 | 140 | |||
(Benefit from) provision for income taxes, excluding discrete items | $312 | $306 | $(1,239) | $(903) | |||
Effective tax rate | 14.0% | (60.5%) | 14.0% | 10.5% | |||
Effective tax rate, excluding discrete items | 13.0% | (76.2%) | 13.7% | 9.1% | |||
The interim period tax provision for (benefit from) income taxes is determined using an estimate of our annual effective tax rate,
adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of the annual effective tax rate, and if
the estimated annual effective tax rate changes, we make a cumulative adjustment in such period. The quarterly tax provision and estimate
of our annual effective tax rate are subject to variation due to several factors, including variability in accurately predicting our pre-tax income
or loss and the mix of jurisdictions to which they relate, the applicability of special tax regimes, and changes in how we do business.
For the three and six months ended June 30, 2025, the recognized provision for and (benefit from) income taxes, respectively,
resulted from the tax projection based on the full year forecasted profit and included benefits related to the U.S. federal foreign-derived
intangible income (“FDII”), federal R&D tax credit, certain permanent differences, such as stock-based compensation shortfalls, and partial
release of California valuation allowance.
For the three and six months ended June 30, 2024, the recognized provision for and (benefit from) income taxes, respectively,
resulted from the tax projection based on the full year forecasted profit and included benefits related to the U.S. FDII, federal R&D tax credit,
and certain permanent differences, such as share-based compensation windfalls.
The effective tax rate excluding discrete items for the six months ended June 30, 2025, as compared to the prior year, differed
primarily due to lower projected R&D tax credits, increased non-deductible officer stock-based compensation, and lower projected U.S. FDII
benefits.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 29
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Liquidity and Capital Resources
Overview
From time-to-time, management and our Board of Directors (the “Board”) review our liquidity and future cash needs and may make a
decision to (1) return capital to our shareholders through a share repurchase program or dividend payout; or (2) seek additional debt or equity
financing. As of June 30, 2025, our principal sources of liquidity consisted of (i) unrestricted cash and cash equivalents of $57.1 million that
are primarily invested in money market funds and U.S. treasury securities; (ii) investment-grade short-term and long-term marketable debt
instruments of $36.6 million that are primarily invested in U.S. treasury securities, corporate notes and bonds, and municipal and agency
notes and bonds; and (iii) accounts receivable, net of allowances, of $32.6 million. As of June 30, 2025, there was unrestricted cash of
$0.9 million held outside the U.S. We invest cash not needed for current operations predominantly in investment-grade, marketable debt
instruments with the intent to make such funds available for future operating purposes, as needed. Although these securities are available for
sale, we generally hold these securities to maturity, and therefore, do not currently see a need to trade these securities in order to support our
liquidity needs in the foreseeable future. We believe the risk of this portfolio to us is in the ability of the underlying companies or government
agencies to cover their obligations at maturity, not in our ability to trade these securities at a profit. Based on current projections, we believe
existing cash balances and future cash inflows from this portfolio will meet our liquidity needs for at least the next 12 months.
Credit Agreement
We entered into a credit agreement with JPMorgan Chase Bank, N.A. on December 22, 2021 (as amended, the “Credit Agreement”).
The Credit Agreement, which will expire on December 21, 2026, provides a committed revolving credit line of $50.0 million and includes both
a revolving loan and a letters of credit (“LCs”) component. The maximum allowable LCs under the credit line component of the Credit
Agreement is $30.0 million. As of June 30, 2025, we were in compliance with all covenants under the Credit Agreement.
Under the Credit Agreement, as of June 30, 2025, there were no revolving loans outstanding. In addition, as of June 30, 2025, under
the LCs component, we utilized $16.8 million of the maximum allowable credit line of $30.0 million, which included newly issued LCs, and
previously issued and unexpired stand-by letters of credits (“SBLCs”). As of June 30, 2025, there was $16.8 million of outstanding LCs.
These LCs had a weighted average remaining life of approximately 19 months.
See Note 6, “Lines of Credit,” of the Notes for further discussion related to the Credit Agreement.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 30
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Share Repurchase Program
The Board, from time-to-time, has authorized a share repurchase program under which we may, at our discretion, repurchase the
Company’s outstanding common stock in the open market, or in privately negotiated transactions, in compliance with applicable state and
federal securities laws. The timing and amounts of any purchase under the share repurchase programs are based on market conditions and
other factors including price, regulatory requirements, and capital availability. We account for stock repurchases under these programs using
the cost method. As of June 30, 2025, we have cumulatively repurchased 13.0 million shares of the Company’s common stock at an
aggregate cost of $152.1 million under all closed share repurchase programs. The following is a discussion of the current share repurchase
program during the three and six months ended June 30, 2025. See Note 11, “Stockholders’ Equity – Share Repurchase Program,” of the
Notes for further discussion related to share repurchase programs and a reconciliation of the latest share repurchase plan balance.
On February 26, 2025, we announced that the Board authorized a share repurchase program under which we may repurchase our
outstanding common stock, at the discretion of management, up to $30.0 million in aggregate cost, which includes both the share value of the
acquired common stock and the fees charged in connection with acquiring the common stock (the “February 2025 Authorization”). We began
repurchasing our outstanding common stock in March 2025. The February 2025 Authorization will expire in February 2026.
On August 6, 2025, the Board announced a share repurchase program under which we may repurchase our outstanding common
stock, at the discretion of management, up to $25.0 million in aggregate cost, which includes both the share value of the acquired common
stock and the fees charged in connection with acquiring the common stock (the “August 2025 Authorization”). We expect to commence
repurchasing our outstanding common stock under the August 2025 Authorization during the third quarter of fiscal year 2025. The August
2025 Authorization will expire in May 2026.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 31
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Cash Flows
Six Months Ended June 30, | |||||
2025 | 2024 | Change | |||
(In thousands) | |||||
Net cash provided by operating activities | $14,824 | $14,570 | $254 | ||
Net cash provided by (used in) investing activities | 33,566 | (43,830) | 77,396 | ||
Net cash (used in) provided by financing activities | (21,026) | 1,502 | (22,528) | ||
Effect of exchange rate differences on cash and cash equivalents | 60 | (24) | 84 | ||
Net change in cash, cash equivalents and restricted cash | $27,424 | $(27,782) | $55,206 | ||
Cash Flows from Operating Activities
Net cash provided by operating activities is subject to the project driven, non-cyclical nature of our business. Operating cash flow can
fluctuate significantly from reporting period to reporting period, due to the timing of receipts of large project orders. Operating cash flow may
be negative in one reporting period and significantly positive in the next. Consequently, individual reporting period results and comparisons
may not necessarily indicate a significant trend, either positive or negative.
The higher net cash provided by operating assets and liabilities for the six months ended June 30, 2025, as compared to the prior
year, was due primarily to the following factors:
•Accounts receivable: an increase in cash due to an increase in collections related to revenues earned late in the fourth quarter of
2024; partially offset by
•Accounts payables: a decrease in cash due to the timing of the payments made on our outstanding payables.
Cash Flows from Investing Activities
Net cash provided by (used in) investing activities primarily relates to maturities and purchases of investment-grade marketable debt
instruments, such as corporate notes and bonds, and capital expenditures supporting our growth. We believe our investments in marketable
debt instruments are structured to preserve principal and liquidity while at the same time maximizing yields without significantly increasing
risk. The increase in net cash provided by investing activities of $77.4 million in the six months ended June 30, 2025, as compared to the
prior year, was primarily driven by less cash used for purchases of marketable debt instruments, net of cash proceeds from maturities of
marketable debt instruments, of $76.8 million and a decrease in capital expenditures of $0.7 million.
Cash Flows from Financing Activities
Net cash used in financing activities for the six months ended June 30, 2025 was lower as compared to the cash provided by
financing activities in the prior year, due primarily to cash used for the repurchase of our common stock under the February 2025
Authorization and payment of associated excise tax, as well as a decrease in cash from exercises of employee stock options granted under
our equity incentive plans.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 32
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Liquidity and Capital Resource Requirements
We believe that our existing resources and cash generated from our operations will be sufficient to meet our anticipated capital
requirements for at least the next 12 months. However, we may need to raise additional capital or incur additional indebtedness to continue
to fund our operations or to support acquisitions in the future and/or to fund investments in our latest technology arising from rapid market
adoption. These needs could require us to seek additional equity or debt financing. Our future capital requirements will depend on many
factors including the continuing market acceptance of our products, our rate of revenue growth, the timing of new product introductions, the
expansion of our R&D, manufacturing and S&M activities, and the timing and extent of our expansion into new geographic territories. In
addition, we may enter into potential material investments in, or acquisitions of, complementary businesses, services or technologies in the
future which could also require us to seek additional equity or debt financing. Should we need additional liquidity or capital funds, these funds
may not be available to us on favorable terms, or at all.
Recent Accounting Pronouncements
Refer to Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies,” of the Notes to
Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Statements (unaudited),” of this Quarterly Report on Form 10-Q.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 33
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Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk may be found primarily in two areas, foreign currency and interest rates.
Foreign Currency Risk
Our foreign currency exposures are due to fluctuations in exchange rates for the U.S. dollar (“USD”) versus the British pound, Saudi
riyal, Emirati dirham, European euro, Chinese yuan, Indian rupee and Canadian dollar. Changes in currency exchange rates could adversely
affect our consolidated operating results or financial position.
Our revenue contracts have been denominated in the USD. At times, our international customers may have difficulty obtaining
the USD to pay our receivables, thus increasing collection risk and potential bad debt expense. To the extent we expand our international
sales, a larger portion of our revenue could be denominated in foreign currencies. As a result, our cash and operating results could be
increasingly affected by changes in exchange rates.
In addition, we pay many vendors in foreign currency and, therefore, are subject to changes in foreign currency exchange rates. Our
international sales and service operations incur expense that is denominated in foreign currencies. This expense could be materially affected
by currency fluctuations. Our international sales and services operations also maintain cash balances denominated in foreign currencies. To
decrease the inherent risk associated with translation of foreign cash balances into our reporting currency, we do not maintain excess cash
balances in foreign currencies.
We have not hedged our exposure to changes in foreign currency exchange rates because expenses in foreign currencies have been
insignificant to date and exchange rate fluctuations have had little impact on our operating results and cash flows. In addition, we do not
have any exposure to the Russian ruble.
Interest Rate and Credit Risks
The primary objective of our investment activities is to preserve principal and liquidity while at the same time maximizing yields without
significantly increasing risk. We invest primarily in investment-grade short-term and long-term marketable debt instruments that are subject
to counter-party credit risk. To minimize this risk, we invest pursuant to an investment policy approved by the Board. The policy mandates
high credit rating requirements and restricts our exposure to any single corporate issuer by imposing concentration limits.
As of June 30, 2025, our investment portfolio of $40.6 million, in investment-grade marketable debt instruments, such as U.S. treasury
securities, corporate notes and bonds, and municipal and agency notes and bonds, are classified as either cash equivalents or short-term
and/or long-term investments on our Condensed Consolidated Balance Sheets. These investments are subject to interest rate fluctuations
and decrease in market value to the extent interest rates increase, which occurred during the six months ended June 30, 2025. To minimize
the exposure due to adverse shifts in interest rates, we maintain investments with a weighted average maturity of approximately thirteen
months. As of June 30, 2025, a hypothetical 1% increase in interest rates would have resulted in a less than $0.3 million decrease in the fair
value of our investments in marketable debt instruments as of such date.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 34
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Item 4 — Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, have evaluated
the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as of the
end of the period covered by this report.
Based on that evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of
June 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 35
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PART II — OTHER INFORMATION
Item 1 — Legal Proceedings
We have been, and may be from time to time, involved in legal proceedings or subject to claims incident to the ordinary course of
business. We are not presently a party to any legal proceedings that we believe are likely to have a material adverse effect on our business,
financial condition, or operating results. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because
of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be
obtained.
Item 1A — Risk Factors
Except as noted below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A, “Risk Factors,”
in the 2024 Annual Report.
Changes in U.S. policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any
resulting changes in international trade relations, such as reciprocal tariffs or trade wars, particularly with regard to China, may
have a material adverse impact on impact on our business, results of operations, or financial condition.
In January 2025, the global tariff landscape began to quickly change with the U.S. implementing new and/or increased tariffs on
various foreign countries, either generally or with respect to certain products. Certain foreign countries, including China have, and may
continue to, change their tariff policies in response to changes in the U.S. tariff policy.
These recent tariffs and the subsequent retaliatory tariffs could increase the cost of goods for our products or reduce our ability to sell
products globally, particularly in China, which may adversely affect our operating results and financial condition. So far, these new tariffs and
trade policies have not had a significant impact on our business operations and financial results, primarily due to our prior efforts to
accumulate and maintain inventories at favorable cost levels. However, there is no guarantee that we can avoid the impact of tariff and
related economic effects in the future, and these trade measures and retaliations may directly impact our business by increasing trade-related
costs or affecting the demand for our products globally, and specifically in China.
Any further unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our
products and services, impact the competitive position of our products or prevent us from selling products in certain countries. If any new
tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government
takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business,
financial condition and results of operations.
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 — Defaults Upon Senior Securities
None.
Item 4 — Mine Safety Disclosures
Not applicable.
Item 5 — Other Information
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 36
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10b5-1 Plans
As set forth below, during the three months ended June 30, 2025, one officer (within the meaning of Rule 16a-1(f) under the
Securities Exchange Act of 1934, as amended) has adopted and no officers terminated
Item 408 of Regulation S-K).
Name | Title | Date of Adoption or Termination (1) | Status (2) | Plan Type | ||||
Rule 10b5-1 trading arrangement |
(1)Effective (a) date of adoption; or (b) date of termination, of registrant’s Rule 10b5-1 trading arrangement.
(2)Activity related to registrant’s Rule 10b5-1 trading arrangement.
(3)The trading arrangement covers the sale of 100,005 shares of the Company’s common stock held by the participant at market price at various dates
during the plan active period. This plan is scheduled to expire on February 5, 2027 or upon the completion of all sales thereunder.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 37
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Item 6 — Exhibits
A list of exhibits filed or furnished with this report or incorporated herein by reference is found in the Exhibit Index below.
Exhibit Number | Exhibit Description | |
31.1* | Certification of Principal Executive Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Financial Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, “Financial Information” of this Quarterly Report on Form 10-Q. | |
104 | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. | |
*Filed herewith.
**The certification furnished in Exhibit 32.1 is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that
section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Energy Recovery, Inc. | Q2'2025 Quarterly Report (Form 10-Q) | 38
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SIGNATURES
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 thereunto duly authorized.
ENERGY RECOVERY, INC. | |||||
Date: | August 6, 2025 | By: | /s/ DAVID W. MOON | ||
David W. Moon | |||||
President and Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Date: | August 6, 2025 | By: | /s/ MICHAEL S. MANCINI | ||
Michael S. Mancini | |||||
Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Energy Recovery Inc
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