Energy Recovery, Inc. - Quarter Report: 2013 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

Commission File Number: 001-34112

Energy Recovery, Inc.

(Exact name of registrant as specified in its charter)

(510) 483-7370

(Registrant’s Telephone Number, including area code)

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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, 2013, there were 51,032,566 shares of the registrant’s common stock outstanding.

ENERGY RECOVERY, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2013

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. — Financial Statements (unaudited)

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data and par value)

(unaudited)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

(unaudited)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

Energy Recovery, Inc. (the “Company”, “Energy Recovery”, “we”, “our”, or “us”) designs, develops, manufactures, and sells energy recovery devices that harness the reusable energy from industrial fluid flows and pressure cycles. Our products are marketed and sold in fluid flow markets under the trademarks ERI^®, PX^®, Pressure Exchanger^®, and PX Pressure Exchanger^®. Our products are developed and manufactured in the United States of America (“U.S.”) at our headquarters in San Leandro, California. We also have sales offices in Madrid, Spain; Dubai, United Arab Emirates; and Shanghai, Peoples Republic of China.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires our management to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our most significant estimates and judgments involve the determination of revenue recognition; allowance for doubtful accounts; allowance for product warranty; valuation of stock options; valuation and impairment of goodwill, long-lived assets, and acquired intangible assets; valuation of fair value of assets held for sale; useful lives for depreciation and amortization; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies, including contingent consideration. Actual results could differ materially from those estimates.

Basis of Presentation

The condensed consolidated financial statements include the accounts of Energy Recovery, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

The accompanying condensed consolidated financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The December 31, 2012 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP; however, we believe that the disclosures are adequate to make the information presented not misleading. These 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, 2012 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2013.

In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, have been made. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Recent Accounting Pronouncements

In April 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-07, Liquidation Basis Accounting. The amendment requires (1) an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent; (2) that financial statements prepared using the liquidation basis of accounting present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation; and (3) disclosures about an entity’s plan for liquidation, the methods and significant assumptions used to measure assets and liabilities, the type and amount of costs and income accrued, and the expected duration of the liquidation process. This update is effective prospectively for entities that determine liquidation is imminent during the annual reporting periods beginning after December 15, 2013 and interim reporting periods therein. Adoption of this guidance is not expected to have an impact on our financial statements absent any indication that liquidation is imminent.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendment is to resolve the diversity in practice of which subtopic applies to the release of the cumulative translation adjustment into net income when a parent company either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. This update is effective prospectively for reporting periods after December 15, 2013. Adoption of this guidance is not expected to have a material impact on our financial statements.

In February 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The standard provides guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. This update is effective for reporting periods after December 15, 2013. Adoption of this guidance is not expected to have a material impact on our financial statements.

Also in February 2013, the FASB issued ASU No. 2013-02, Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. The standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and present significant amounts reclassified by the respective line items of net income, but only if the reclassified amount is required to be reclassified by U.S. GAAP. Amounts not required to be reclassified by U.S. GAAP must be cross-referenced to other disclosures required by U.S. GAAP that provide additional detail about those amounts. This update is effective prospectively for reporting periods after December 15, 2012, with early adoption permitted. Adoption of this guidance required additional disclosure, but did not have a material impact on our financial statements.

In January 2013, the FASB issued ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The update was issued to address implementation issues about the scope of ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendment affects entities that have derivatives, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, securities borrowing, and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and liabilities subject to a master netting arrangement or similar agreement are also affected because this amendment makes them no longer subject to the disclosure requirements of ASU No. 2011-11. This amendment is applicable for periods beginning on or after January 1, 2013. Adoption of this guidance did not have a material impact on our financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other, Testing Indefinite-Lived Assets for Impairment. The standard provides entities an option to perform a qualitative assessment to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes, as a result of its qualitative assessment, that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, then the quantitative impairment test is required. Otherwise, no further testing is required. This standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Adoption of this guidance did not have a material impact on our financial statements.

Note 2 — Goodwill and Other Intangible Assets

Goodwill of $12.8 million at June 30, 2013 and December 31, 2012 was the result of our acquisition of Pump Engineering, LLC in December 2009. During the three and six months ended June 30, 2013, there were no changes in the recognized amount of goodwill.

The components of identifiable other intangible assets, all of which are finite-lived, as of June 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):

In 2012, we determined that the capitalized cost associated with our acquired trademark intangibles was impaired with the launch of the Company’s new branding strategy and the discontinuation of the use of the trademarks “PEI” and “Pump Engineering” in the fourth quarter of 2012. Accordingly, we recorded an impairment charge of $1.0 million for the year ended December 31, 2012 and have not recorded any amortization expense in 2013 related to this intangible asset.

Note 3 — Earnings per Share

Basic and diluted earnings per share are based on the weighted average number of common shares outstanding during the period. Potentially dilutive securities are excluded from the calculation of earnings per share, as their inclusion would be anti-dilutive.

The following table shows the computation of basic and diluted earnings per share (in thousands, except per share data):

The following potential common shares were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive (in thousands):

*           Includes restricted stock and restricted stock units.

Note 4 — Other Financial Information

Restricted Cash

We have pledged cash in connection with contingent payments resulting from a business acquisition, stand-by letters of credit, and credit cards. We have deposited corresponding amounts into money market and non-interest bearing accounts at three financial institutions for these items as follows (in thousands):

Inventories

Our inventories consisted of the following (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income for the six months ended June 30, 2013 by component were as follows (in thousands):

There were no reclassifications of amounts out of accumulated other comprehensive loss for the six months ended June 30, 2013 as there were no sales of securities or translation adjustments that impacted other comprehensive loss.

Note 5 — Investments

Our short-term and long-term investments are all classified as available-for-sale.

Available-for-sale securities at June 30, 2013 consisted of the following (in thousands):

Available-for-sale securities at December 31, 2012 consisted of the following (in thousands):

Expected maturities can differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties. The amortized cost and fair value of available-for-sale securities that had stated maturities as of June 30, 2013 are shown below by contractual maturity (in thousands):

Note 6 — Debt

Lines of Credit

In June 2012, we entered into a loan agreement (the “2012 Agreement”) with a financial institution. The 2012 Agreement provides for a total available credit line of $16.0 million. Under the 2012 Agreement, we are allowed to draw advances not to exceed, at any time, $10.0 million as revolving loans. The total stand-by letters of credit issued under the 2012 Agreement may not exceed the lesser of the $16.0 million credit line or the credit line minus all outstanding revolving loans. At no time may the aggregate of the revolving loans and stand-by letters of credit exceed the total available credit line of $16.0 million. Revolving loans may be in the form of a base rate loan that bears interest equal to the prime rate plus 0% or a Eurodollar loan that bears interest equal to the adjusted LIBO rate plus 1.25%. Stand-by letters of credit are subject to customary fees and expenses for issuance or renewal. The unused portion of the credit facility is subject to a facility fee in an amount equal to 0.25% per annum of the average unused portion of the revolving line. The 2012 Agreement also requires us to maintain a cash collateral balance equal to 101% of all outstanding advances and all outstanding stand-by letters of credit collateralized by the line of credit. The 2012 Agreement matures on June 5, 2015 and is collateralized by substantially all of our assets. At December 31, 2012, the amount of outstanding stand-by letters of credit collateralized under the 2012 Agreement totaled $1.4 million. As of June 30, 2013, there were no advances drawn and $1.5 million in stand-by letters of credit collateralized under the 2012 Agreement. Total restricted cash related to these stand-by letters of credit totaled $1.5 million as of June 30, 2013.

We are subject to certain financial and administrative covenants under the 2012 Agreement. As of June 30, 2013, we were in compliance with these covenants.

In 2009, we entered into a loan and security agreement (the “2009 Agreement”) with another financial institution. The 2009 Agreement, as amended, provided a total available credit line of $16.0 million. Under the 2009 Agreement, we were allowed to draw advances of up $10.0 million on a revolving line of credit or utilize up to $15.9 million as collateral for stand-by letters of credit, provided that the aggregate of the outstanding advances and collateral did not exceed the total available credit line of $16.0 million. Advances under the revolving line of credit incurred interest based on a prime rate index or LIBOR plus 1.375%. The 2009 Agreement, as amended, also required us to maintain cash collateral balances equal to at least 101% of the face amount of all outstanding stand-by letters of credit collateralized by the line of credit and 100% of the amount of all outstanding advances. The amended 2009 Agreement expired on May 30, 2012. There were no advances drawn under the 2009 Agreement’s credit line at the time it expired. At December 31, 2012, the amount of remaining outstanding stand-by letters of credit issued under the 2009 Agreement totaled $4.3 million. As of June 30, 2013, remaining stand-by letters of credit issued under the 2009 Agreement totaled $4.1 million. Total restricted cash related to these stand-by letters of credit totaled $4.1 million as of June 30, 2013.

Note 7 — Equity

Share-Based Compensation Expense

For the three and six months ended June 30, 2013 and 2012, we recognized share-based compensation expense related to employees and consultants as follows (in thousands):

As of June 30, 2013, total unrecognized compensation cost related to non-vested share-based awards, net of estimated forfeitures, was $3.5 million, which is expected to be recognized as expense over a weighted average period of approximately 2.7 years.

In January 2013, we granted 100,000 stock options to an employee in connection with the offer letter of employment in July 2011. The options vest over a four-year period beginning on the first day of employment, have an exercise price of $3.42 per share based on the date of grant, and expire 10 years from the grant date.

In March 2013, we granted 843,600 stock options to certain officers and other employees. The options vest over a four-year period, have an exercise price of $3.92 per share, and expire 10 years from the grant date.

Note 8 — Income Taxes

The effective tax rate for the six months ended June 30, 2013 and 2012 was (3.9%) and 6.7%, respectively. The tax expense for the six months ended June 30, 2013 primarily relates to the amortization of the deferred tax liability for the temporary difference regarding the tax basis of goodwill recognized during the period and the truing up of tax refunds receivable. The net loss for the six months ended June 30, 2013 did not yield an income tax benefit as we continue to provide a full valuation allowance on our deferred tax assets. The tax benefit recognized for the six months ended June 30, 2012 primarily related to the recognition of state tax refunds from prior-year returns.

Note 9 — Commitments and Contingencies

Operating Lease Obligations

We lease facilities under fixed non-cancellable operating leases that expire on various dates through November 2019. Future minimum lease payments consist of the following (in thousands):

Product Warranty

The following table summarizes the activity related to the product warranty liability during the three and six months ended June 30, 2013 and 2012 (in thousands):

Based on management’s analysis of warranty liability experience, we recorded a change in estimate of our warranty reserve of $132,000 during the three months ended June 30, 2013.

Purchase Obligations

We enter into purchase order arrangements with our vendors. As of June 30, 2013, there are open purchase orders for which we have not yet received the related goods or services. These arrangements are subject to change based on our sales demand forecasts, and we have the right to cancel the arrangements prior to the date of delivery. As of June 30, 2013, we had approximately $1.6 million of cancellable open purchase order arrangements related primarily to materials and parts.

Guarantees 

We enter into indemnification provisions under our agreements with other companies in the ordinary course of business, typically with customers. Under these provisions, we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities, generally limited to personal injury and property damage caused by our employees at a customer’s desalination plant in proportion to the employee’s percentage of fault for the accident. Damages incurred for these indemnifications would be covered by our general liability insurance to the extent provided by the policy limitations. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements is not material. Accordingly, we have no liabilities recorded for these agreements as of June 30, 2013 and December 31, 2012.

In certain cases, we issue warranty and product performance guarantees to our customers for amounts ranging from 10% to 30% of the total sales agreement to endorse the execution of product delivery and the warranty of design work, fabrication, and operating performance. These guarantees, generally in the form of stand-by letters of credit or bank guarantees secured by stand-by letters of credit, typically remain in place for periods ranging from 12 to 36 months and relate to the underlying product warranty period. The stand-by letters of credit are collateralized by restricted cash and our credit facility. Of the $5.6 million in outstanding stand-by letters of credit at June 30, 2013, $4.1 million was issued under the 2009 Agreement and $1.5 million was issued under the 2012 Agreement. The stand-by letters of credit outstanding at June 30, 2013 were collateralized by restricted cash of $5.7 million.

Litigation

Note 9 – Commitments and Contingencies, under the caption “Litigation” of our Annual Report on Form 10-K filed with the SEC on March 12, 2013, provides information on certain litigation in which we are involved. Unfavorable rulings, judgments, or settlement terms regarding these litigation matters could have a material adverse impact on our business, financial condition, results of operations, and cash flows. Although none of the litigation matters can be quantified with absolute certainty, we have established accruals covering exposure and relating to contingencies to the extent that they are reasonably estimable and probable based on available facts. There have been no material developments to these matters from what was disclosed in our Form 10-K; therefore, we have made no changes to our accruals in the first six months of 2013.

Note 10 — Business Segment and Geographic Information

We manufacture and sell high-efficiency energy recovery devices and pumps as well as related services under one reportable segment. Our chief operating decision-maker is the chief executive officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. Accordingly, we have concluded that we have one reportable segment.

The following geographic information includes net revenue to our domestic and international customers based on the customers’ requested delivery locations, except for certain cases in which the customer directed us to deliver our products to a location that differs from the known ultimate location of use. In such cases, the ultimate location of use, rather than the delivery location, is reflected in the table below (in thousands, except percentages):

*       Less than 1%.

**     Includes remaining countries not separately disclosed. No country in this line item accounted for more than 10% of our net revenue during the periods presented.

Substantially all of our long-lived assets were located in the United States at June 30, 2013 and December 31, 2012.

Note 11 — Concentrations

Customers accounting for 10% or more of our accounts receivable and unbilled receivables were as follows:

*     Less than 10%.

Revenue from customers representing 10% or more of net revenue varies from period to period. For the three and six months ended June 30, 2013, no customer accounted for 10% or more of our net revenue. For the three and six months ended June 30, 2012, Southern Seawater JV (a joint venture of Tecnicas Reunidas Australia Pty Ltd, Valoriza Water Australia Pty Ltd, A.J. Lucas Operations Pty Ltd, and Worley Parsons Services Pty Ltd) accounted for 30% and 22%, respectively, of our net revenue. No other customer accounted for more than 10% of our net revenue during any of these periods.

Note 12 — Fair Value Measurements

The authoritative guidance for measuring fair value prioritizes the inputs used into the following hierarchy:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 — Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, unbilled receivables, accounts payable, and other accrued expenses approximate fair value due to the short-term maturity of those instruments. For our investments in available-for-sale securities, if quoted prices in active markets for identical investments are not available to determine fair value (Level 1), then we use quoted prices for similar assets or inputs other than quoted prices that are observable either directly or indirectly (Level 2). The investments included in Level 2 consist primarily of certificates of deposits; commercial paper; and municipal, corporate, and agency obligations. The carrying amount of the contingent consideration arising from our acquisition of Pump Engineering, LLC is measured at fair value on a recurring basis using unobservable inputs in which little or no market activity exists (Level 3). The estimated fair value of the contingent consideration is determined based entirely on management’s assessment of the weighted probability of payment under various scenarios.

The fair value of financial assets and liabilities measured on a recurring basis for the indicated periods was as follows (in thousands):

*Included in Accrued Expenses and Other Current Liabilities and Other Non-Current Liabilities.

The reconciliation of the beginning and ending balances for assets and liabilities measured on a recurring basis using significant unobservable inputs (Level 3) for the period ended June 30, 2013 was as follows (in thousands):

As of June 30, 2013, we had assets held for sale of $1.3 million related to our Michigan manufacturing facility. The assets included a building and land that was classified as held for sale at December 31, 2011 in connection with our restructuring plan to consolidate our North American operations and transfer all manufacturing operations to San Leandro, California. The fair value of these assets was determined based on Level 2 inputs, primarily sales date for similar properties in the area. During the three and six months ended June 30, 2013 we recognized an impairment loss of $44,000.

The fair value of assets held for sale, measured on a non-recurring basis for the indicated periods, was as follows (in thousands):

ITEM 2. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion in this item and in other items of this Form 10-Q 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 that 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,” “believes,” “estimates,” 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 statements. Forward-looking statements in this report include, without limitation, statements about the following:

You should not place undue reliance on these forward-looking statements, which 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 certain risks and uncertainties, which could cause actual results to differ materially from those projected in the forward-looking statements, as disclosed from time to time in our reports on Forms 10-K, 10-Q, and 8-K as well as in our Annual Reports to Stockholders and, if necessary, updated in “Part II, Item 1A: Risk Factors.” We assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from the results set forth or implied by our forward-looking statements.

Overview

We are in the business of designing, developing, and manufacturing energy recovery devices that harness the reusable energy from industrial fluid flows and pressure cycles. Our company was founded in 1992, and we introduced the initial version of our Pressure Exchanger^® energy recovery device in early 1997. In December 2009, we acquired Pump Engineering, LLC, which manufactured centrifugal energy recovery devices known as turbochargers as well as high-pressure pumps.

Our revenue is principally derived from the sale of our energy recovery devices. We also derive revenue from the sale of our high-pressure and circulation pumps that we manufacture and sell in connection with our energy recovery devices for use in desalination plants. Additionally, we receive incidental revenue from the sale of spare parts and services, including start-up and commissioning services that we provide to our customers.

A significant portion of our net revenue typically has been generated from sales to a limited number of large engineering, procurement, and construction, or EPC, firms that are involved with the design and construction of large desalination plants. Sales to these firms often involve a long sales cycle that can range from nine to 16 months, and in some cases, up to 24 months. A single large desalination project can generate an order for numerous energy recovery devices and generally represents a significant revenue opportunity. We also sell our devices to many small- to medium-sized original equipment manufacturers, or OEMs, which commission smaller desalination plants, order fewer energy recovery devices per plant, and have shorter sales cycles. In the oil and gas market, we have installed devices as part of pilot projects, and new devices are pending installation with major oil and gas customers worldwide. We have not recognized any revenue from shipments of energy recovery devices for oil and gas customers.

Due to the fact that a single order for our energy recovery devices by a large EPC firm for a particular plant may represent significant revenue, we often experience substantial fluctuations in net revenue from quarter to quarter and from year to year. Historically, our EPC customers tended to order a significant amount of equipment for delivery in the fourth quarter, and as a result, a significant portion of our annual sales occurred during that quarter. During the fourth quarter of 2012, five large mega-project shipments contributed to a significant increase in net revenue. Normal seasonality trends generally show our lowest revenue in the first quarter, with the first quarter of 2013 seemingly following that trend.

A limited number of our customers account for a substantial portion of our net revenue and accounts receivable. Revenue from customers representing 10% or more of net revenue varies from period to period. For the three and six months ended June 30, 2013, no customer accounted for 10% or more of our net revenue. For the three and six months ended June 30, 2012, Southern Seawater JV (a joint venture of Tecnicas Reunidas Australia Pty Ltd, Valoriza Water Australia Pty Ltd, A.J. Lucas Operations Pty Ltd, and Worley Parsons Services Pty Ltd) accounted for 30% and 22%, respectively, of our net revenue. No other customer accounted for more than 10% of our net revenue during any of these periods.

During the three and six months ended June 30, 2013 and 2012, most of our net revenue was attributable to sales outside of the United States. We expect sales outside of the United States to remain a significant portion of our net revenue for the foreseeable future.

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our consolidated financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are revenue recognition; allowance for doubtful accounts; allowance for product warranty; valuation of stock options; valuation and impairment of goodwill, long-lived assets, and acquired intangible assets; valuation of fair value of assets held for sale; useful lives for depreciation and amortization; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies, including contingent consideration.

Second Quarter of 2013 Compared to Second Quarter of 2012

Results of Operations

The following table sets forth certain data from our operating results as a percentage of net revenue for the periods indicated (in thousands, except percentages):

*     Percentages may not add up to 100% due to rounding

**     Not meaningful

Net Revenue

Our net revenue decreased $3.7 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The decrease was primarily due to three modestly sized mega-project shipments totaling $1.5 million in the second quarter of 2013 compared to four larger sized mega-project shipments totaling $5.9 million in the second quarter of 2012. Offsetting the decline in mega-project shipments were increases in OEM and aftermarket sales. We anticipate revenue from mega-project shipments to increase significantly in the fourth quarter.

Although we operate under one segment, we categorize revenue based on the type of energy recovery device and its related products and services. The following table reflects revenue by product category and as a percentage of total net revenue (in thousands, except percentages):

During the three months ended June 30, 2013 and 2012, a significant portion of our net revenue was attributable to sales outside of the United States. Revenue attributable to domestic and international sales as a percentage of net revenue was as follows:

Gross Profit

Gross profit represents our net revenue less our cost of revenue. Our cost of revenue consists primarily of raw materials, personnel costs (including share-based compensation), manufacturing overhead, warranty costs, depreciation expense, and manufactured components. Despite a product mix that favored turbochargers and pumps over PX devices, gross profit as a percentage of net revenue increased to 62% for the three months ended June 30, 2013 compared to 54% for the three months ended June 30, 2012.

The increase in gross profit as a percentage of net revenue for the three months ended June 30, 2013 as compared to the same period of last year was primarily due to the continuing effects of plant consolidation, vertical integration of ceramic processing, manufacturing efficiencies, and enhanced production yields. The increases were slightly offset by a product mix shift that favored turbochargers and pumps over PX devices. The unfavorable product mix shift caused a drag on total gross profit as turbochargers and pumps have a lower gross profit margin compared to PX devices.

Future gross profit is highly dependent on the product and customer mix of our net revenue, overall market demand and competition, and the volume of production in our manufacturing plant that determines our operating leverage. Accordingly, we are not able to predict our future gross profit levels with certainty. We do believe, however, that the current levels of gross profit margin are sustainable to the extent that volume remains healthy, our product mix favors PX devices, and we continue to realize cost savings through production efficiencies and enhanced yields.

Share-based compensation expense included in cost of revenue was $18,000 and $39,000 for the three months ended June 30, 2013 and 2012, respectively.

General and Administrative Expense

General and administrative (“G&A”) expense decreased by $280,000, or 8%, to $3.3 million for the three months ended June 30, 2013 from $3.6 million for the three months ended June 30, 2012. As a percentage of net revenue, G&A expense increased to 39% for the three months ended June 30, 2013 from 29% for the three months ended June 30, 2012 primarily due to lower net revenue offset by lower G&A expense for the current period.

G&A average headcount increased to 28 in the second quarter of 2013 from 25 in the second quarter of 2012.

Of the $280,000 decrease in G&A expense, $231,000 related to professional fees and other services, $49,000 related to property and other taxes, $37,000 related to occupancy costs, and $33,000 related to compensation and employee-related benefits. These decreases were offset by an increase of $70,000 related to bad debt expense.

Share-based compensation expense included in G&A expense was $307,000 and $479,000 for the three months ended June 30, 2013 and 2012, respectively.

We anticipate that our G&A expense will remain relatively flat over the remainder of the year, as transition costs incurred in the first quarter for personnel changes in the IT and accounting functions are not expected to recur.

Sales and Marketing Expense

Sales and marketing (“S&M”) expense increased by $87,000, or 5%, to $1.9 million for the three months ended June 30, 2013 from $1.8 million for the three months ended June 30, 2012. As a percentage of net revenue, S&M expense increased to 22% for the three months ended June 30, 2013 from 14% for the three months ended June 30, 2012 primarily due to lower net revenue and slightly higher S&M expense in the current period.

S&M average headcount increased to 27 in the second quarter of 2013 from 25 in the second quarter of 2012.

Of the $87,000 increase in S&M expense, $161,000 related to marketing costs associated with the Company’s rebranding initiative and market research and $55,000 related to compensation and employee-related benefits. The increases were offset by decreases of $123,000 related to commissions for sales representatives and $6,000 related to occupancy costs.

Share-based compensation expense included in S&M expense was $120,000 and $171,000 for the three months ended June 30, 2013 and 2012, respectively.

We anticipate that our S&M expenses will increase in the future as we continue to market and sell new technologies for industries outside of seawater desalination.

Research and Development Expense

Research and development (“R&D”) expense increased by $271,000, or 31%, to $1.1 million for the three months ended June 30, 2013 from $866,000 for the three months ended June 30, 2012. As a percentage of net revenue, R&D expense increased to 13% for the three months ended June 30, 2013 from 7% for the three months ended June 30, 2012 primarily due to lower net revenue and higher R&D expense in the current period.

R&D average headcount increased to 18 in the second quarter of 2013 compared to 15 in the second quarter of 2012.

Of the $271,000 increase in R&D expense for the three months ended June 30, 2013, $255,000 related to compensation and employee-related benefits, $57,000 related to R&D costs associated with the Company’s investment in product development for oil and gas applications, and $11,000 related to occupancy costs. These increases were offset by a decrease of $52,000 related to outside consulting and professional fees.

Share-based compensation expense included in R&D expense was $53,000 and $36,000 for the three months ended June 30, 2013 and 2012, respectively.

We anticipate that our R&D expense will increase in the future as we continue to advance our existing technologies and develop new energy recovery and efficiency-enhancing solutions for markets outside of seawater desalination.

Amortization of Intangible Assets

Amortization of intangible assets is primarily related to finite-lived intangible assets acquired as a result of our purchase of Pump Engineering, LLC in December 2009. Amortization expense decreased by $30,000, or 11%, to $231,000 for the three months ended June 30, 2013 from $261,000 for the three months ended June 30, 2012. The decrease was due to the impairment of the trademark intangible at December 31, 2012, for which no amortization expense was recorded during the three months ended June 30, 2013, and a change in the amortization amount for customer relationships related to the sum-of-the-years-digit amortization calculation.

Restructuring Charges

In 2011, we initiated a restructuring plan to consolidate our North American operations and transfer our Michigan-based operations to our manufacturing center and headquarters in San Leandro, California. In connection with this restructuring plan, we classified the land and building located in Michigan as assets held for sale at December 31, 2011. During the three months ended June 30, 2013, we recognized an impairment loss of $44,000. During the three months ended June 30, 2012, we recorded impairment costs of $79,000 to reflect the net proceeds expected from a signed purchase agreement for the sale of the assets that did not finalize in August 2012 as planned.

Non-Operating Income (Expense), Net

Non-operating income (expense), net, increased by $35,000 to income of $25,000 in the three months ended June 30, 2013 from expense of $10,000 in the three months ended June 30, 2012. The increase was primarily due to $3,000 in net foreign currency losses recorded during the second quarter of 2013 compared to $82,000 in net foreign currency losses recorded during the second quarter of 2012. The $79,000 favorable impact of net foreign currency losses and lower interest expense of $1,000 were offset by lower other income of $45,000.

Income Taxes

The income tax provision was $161,000 in the three months ended June 30, 2013 compared to a benefit of $373,000 in the three months ended June 30, 2012. As of December 31, 2012, a valuation allowance of approximately $12.7 million was established to reduce our deferred income tax assets to the amount expected to be realized. As such, no tax benefit related to our pre-tax loss was recognized for the three months ended June 30, 2013, as there was no change in our assessment of the amount of deferred income tax assets expected to be realized. For the three months ended June 30, 2012, the tax benefit recognized primarily related to the recognition of state tax refunds from prior-year returns.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Results of Operations

The following table sets forth certain data from our operating results as a percentage of net revenue for the periods indicated (in thousands, except percentages):

*     Percentages may not add up to 100% due to rounding

Net Revenue

Our net revenue decreased $2.1 million for the six months ended June 30, 2013 compared to the six months ended June 30, 2012. The decrease was primarily due to three modestly sized mega-project shipments totaling $1.5 million in the first half of 2013 compared to four larger sized mega-project shipments totaling $5.9 million in the first half of 2012. Offsetting the decline in mega-project shipments were increases in OEM and aftermarket sales. We anticipate revenue from mega-project shipments to increase significantly in the fourth quarter.

Although we operate under one segment, we categorize revenue based on the type of energy recovery device and its related products and services. The following table reflects revenue by product category and as a percentage of total net revenue for the six months ended June 30, 2013 and 2012 (thousands, except percentages):

During the six months ended June 30, 2013 and 2012, a significant portion of our net revenue was attributable to sales outside of the United States. Revenue attributable to domestic and international sales as a percentage of net revenue was as follows:

Gross Profit

Gross profit represents our net revenue less our cost of revenue. Our cost of revenue consists primarily of raw materials, personnel costs (including share-based compensation), manufacturing overhead, warranty costs, depreciation expense, and manufactured components. Despite a product mix that favored turbochargers and pumps over PX devices, gross profit as a percentage of net revenue increased to 56% for the six months ended June 30, 2013 compared to 46% for the six months ended June 30, 2012.

The increase in gross profit as a percentage of net revenue for the six months ended June 30, 2013 as compared to the same period of last year was primarily due to the continuing effects of plant consolidation, vertical integration of ceramic processing, manufacturing efficiencies, and enhanced production yields. The increases were slightly offset by a product mix shift that favored turbochargers and pumps over PX devices. The unfavorable product mix shift caused a drag on total gross profit as turbochargers and pumps have a lower gross profit margin compared to PX devices.

Future gross profit is highly dependent on the product and customer mix of our net revenues, overall market demand and competition, and the volume of production in our manufacturing plant that determines our operating leverage. Accordingly, we are not able to predict our future gross profit levels with certainty. We do believe, however, that the current levels of gross profit margin are sustainable to the extent that volume remains healthy, our product mix favors PX devices, and we continue to realize cost savings through production efficiencies and enhanced yields.

Share-based compensation expense included in cost of revenue was $39,000 and $65,000 for the six months ended June 30, 2013 and 2012, respectively.

General and Administrative Expense

General and administrative (“G&A”) expense increased by $422,000, or 6%, to $7.5 million for the six months ended June 30, 2013 from $7.1 million for the six months ended June 30, 2012. As a percentage of net revenue, G&A expense increased to 50% for the six months ended June 30, 2013 from 41% for the six months ended June 30, 2012 primarily due to lower net revenue and slightly higher G&A expense for the current period.

G&A average headcount increased to 28 in the first half of 2013 from 26 in the first half of 2012.

Of the $422,000 increase in G&A expense, $263,000 related to compensation and employee-related benefits, $148,000 related to professional fees and other services, $95,000 related to bad debt expense, and $43,000 related to other administrative costs. These increases were offset by decreases of $96,000 in occupancy costs and $31,000 related to property and other taxes.

Share-based compensation expense included in G&A expense was $814,000 and $1.0 million for the six months ended June 30, 2013 and 2012, respectively.

We anticipate that our G&A expense will flatten over the remainder of the year, as transition costs incurred in the first quarter for personnel changes in the IT and accounting functions are not expected to recur.

Sales and Marketing Expense

Sales and marketing (“S&M”) expense increased by $616,000, or 19%, to $3.9 million for the six months ended June 30, 2013 from $3.3 million for the six months ended June 30, 2012. As a percentage of net revenue, S&M expense increased to 26% for the six months ended June 30, 2013 from 19% for the six months ended June 30, 2012 primarily due to higher S&M expense and lower net revenue in the current period.

S&M average headcount increased to 26 in the first six half of 2013 from 25 in the first half of 2012.

Of the $616,000 increase in S&M expense for the six months ended June 30, 2013, $527,000 related to marketing costs associated with the Company’s rebranding initiative and market research; $153,000 related to compensation and employee-related benefits; and $35,000 related to occupancy and other costs. These increases were offset by $99,000 related to commissions for sales representatives.

Share-based compensation expense included in S&M expense was $235,000 and $340,000 for the six months ended June 30, 2013 and 2012, respectively.

We anticipate that our S&M expenses will increase in the future as we continue to market and sell new technologies for industries outside of seawater desalination.

Research and Development Expense

Research and development (“R&D”) expense increased by $659,000, or 42%, to $2.2 million for the six months ended June 30, 2013 from $1.6 million for the six months ended June 30, 2012. As a percentage of net revenue, R&D expense increased to 15% for the six months ended June 30, 2013 from 9% for the six months ended June 30, 2012 primarily due to higher R&D expense and lower net revenue in the current period.

R&D average headcount increased to 18 in the first half of 2013 compared to 14 in the first half of 2012.

Of the $659,000 increase in R&D expense for the six months ended June 30, 2013, $576,000 related to compensation and employee-related benefits, $103,000 related to R&D costs associated with the Company’s investment in product development for oil and gas applications, and $40,000 related to occupancy costs. The increases were offset by a decrease of $60,000 related to outside consulting and professional fees.

Share-based compensation expense included in R&D expense was $99,000 and $79,000 for the six months ended June 30, 2013 and 2012, respectively.

We anticipate that our R&D expenses will increase in the future as we continue to advance our existing technologies and develop new energy recovery and efficiency-enhancing solutions for markets outside of seawater desalination.

Amortization of Intangible Assets

Amortization of intangible assets is primarily related to finite-lived intangible assets acquired as a result of our purchase of Pump Engineering, LLC in December 2009. Amortization expense decreased by $62,000, or 12%, to $461,000 for the six months ended June 30, 2013 from $523,000 for the six months ended June 30, 2012. The decrease was due to the impairment of the trademark intangible at December 31, 2012, for which no amortization expense was recorded during the first half of 2013, and a change in the amortization amount for customer relationships related to the sum-of-the-years-digit amortization calculation.

Restructuring Charges

In 2011, we initiated a restructuring plan to consolidate our North American operations and transfer our Michigan-based operations to our manufacturing center and headquarters in San Leandro, California. In connection with this restructuring plan, we classified the land and building located in Michigan as assets held for sale at December 31, 2011. During the six months ended June 30, 2013, we recognized an impairment loss of $44,000. During the six months ended June 30, 2012, we incurred additional non-recurring expenses of $110,000 related to the restructuring plan. Of the $110,000 recorded in the first half of 2012, $79,000 related to the impairment of the land and building to reflect the net proceeds expected from a signed purchase agreement for the sale of the assets that did not finalize as planned in August 2012 and $31,000 related to other non-recurring charges.

Non-Operating Income (Expense), Net

Income Taxes

The income tax provision was $222,000 in the six months ended June 30, 2013 compared to a benefit of $307,000 in the six months ended June 30, 2012. As of December 31, 2012, a valuation allowance of approximately $12.7 million was established to reduce our deferred income tax assets to the amount expected to be realized. As such, no tax benefit related to our pre-tax loss was recognized for the six months ended June 30, 2013, as there was no change in our assessment of the amount of deferred income tax assets expected to be realized. For the six months ended June 30, 2012, the tax benefit recognized primarily related to the recognition of state tax refunds from prior-year returns.

Liquidity and Capital Resources

Overview

Our primary source of cash historically has been proceeds from the issuance of common stock, customer payments for our products and services, and borrowings under our credit facility. From January 1, 2005 through June 30, 2013, we issued common stock for aggregate net proceeds of $84.0 million, excluding common stock issued in exchange for promissory notes. The proceeds from the sales of common stock have been used to fund our operations and capital expenditures.

As of June 30, 2013, our principal sources of liquidity consisted of unrestricted cash and cash equivalents of $11.4 million that are invested primarily in money market funds and short- and long-term investments of $16.2 million that are primarily invested in marketable debt securities. We invest cash not needed for current operations predominantly in high-quality, investment-grade marketable debt instruments with the intent to make such funds available for operating purposes as needed.

We have unbilled receivables pertaining to customer contractual holdback provisions, whereby we invoice the final installment due under a sales contract 12 to 24 months after the product has been shipped to the customer and revenue has been recognized. The customer holdbacks represent amounts intended to provide a form of security to the customer rather than a form of long-term financing. Accordingly, these receivables have not been discounted to present value. At June 30, 2013 and December 31, 2012, we had $2.3 million and $5.9 million of current and non-current unbilled receivables, respectively.

In 2009, we entered into a loan and security agreement (the “2009 Agreement”) with a financial institution. The 2009 Agreement, as amended, provided a total available credit line of $16.0 million. Under the 2009 Agreement, we were allowed to draw advances of up to $10.0 million on a revolving line of credit or utilize up to $15.9 million as collateral for stand-by letters of credit, provided that the aggregate of the outstanding advances and collateral did not exceed the total available credit line of $16.0 million. Advances under the revolving line of credit incurred interest based on a prime rate index or on LIBOR plus 1.375%. The amended 2009 Agreement also required us to maintain a cash collateral balance equal to at least 101% of the face amount of all outstanding stand-by letters of credit collateralized by the line of credit and 100% of the amount of all outstanding advances

During the periods presented, we provided certain customers with stand-by letters of credit to secure our obligations for the delivery and performance of products in accordance with sales arrangements. Some of these stand-by letters of credit were issued under our 2009 Agreement. The stand-by letters of credit generally terminate within 12 to 48 months from issuance. As of June 30, 2013, the amounts outstanding on stand-by letters of credit collateralized under our 2009 Agreement totaled approximately $4.1 million, and restricted cash related to the stand-by letters of credit issued under the 2009 Agreement was approximately $4.1 million. The 2009 Agreement expired at the end of May 2012.

In June 2012, we entered into a loan agreement (the “2012 Agreement”) with another financial institution. The 2012 Agreement provides for a total available credit line of $16.0 million. Under the 2012 Agreement, we are allowed to draw advances not to exceed, at any time, $10.0 million as revolving loans. The total stand-by letters of credit issued under the 2012 Agreement may not exceed the lesser of the $16.0 million credit line or the credit line minus all outstanding revolving loans. At no time may the aggregate of the revolving loans and stand-by letters of credit exceed the total available credit line of $16.0 million. Revolving loans may be in the form of a base rate loan that bears interest equal to the prime rate plus 0% or a Eurodollar loan that bears interest equal to the adjusted LIBO rate plus 1.25%. Stand-by letters of credit are subject to customary fees and expenses for issuance or renewal. The unused portion of the credit facility is subject to a fee in an amount equal to 0.25% per annum of the average unused portion of the revolving line.

The 2012 Agreement also requires us to maintain a cash collateral balance equal to 101% of all outstanding advances and all outstanding stand-by letters of credit collateralized by the line of credit. The 2012 Agreement matures on June 5, 2015 and is collateralized by substantially all of our assets. As of June 30, 2013 there were no advances drawn under the 2012 Agreement’s line of credit. The amounts outstanding on stand-by letters of credit collateralized under the 2012 Agreement totaled approximately $1.5 million, and restricted cash related to the stand-by letters of credit issued under the 2012 Agreement was approximately $1.5 million as of June 30, 2013.

In 2012, our credit card vendor required us to restrict cash for outstanding credit card balances. Accordingly, we have restricted $314,000 of cash for credit card balances as of June 30, 2013.

Cash Flows from Operating Activities

Net cash used in operating activities was $(2.6) million and $(1.9) million for the six months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013, a net loss of $(6.0) million was adjusted to $(2.4) million by non-cash items totaling $3.6 million. For the six months ended June 30, 2012, a net loss of $(4.2) million was adjusted to $81,000 by non-cash items totaling $4.3 million. Non-cash adjustments primarily include depreciation and amortization, share-based compensation expense, provisions for doubtful accounts and warranty reserves, amortization of premiums/discounts on investments, and adjustments to inventory reserves.

The net cash impact from changes in assets and liabilities was approximately $(183,000) and $(1.9) million for the six months ended June 30, 2013 and 2012, respectively. Net changes in assets and liabilities are primarily attributable to changes in inventory as a result of the timing of order processing and product shipments; changes in accounts receivable, deferred revenue, and unbilled receivables as a result of the timing of invoices and collections for large projects; and changes in accrued liabilities, prepaid expenses, and accounts payable as a result of the timing of payments to employees, vendors, and other third parties.

Cash Flows from Investing Activities

Cash flows (used in) provided by investing activities primarily relate to maturities and purchases of investments in marketable securities; the release of or the increase in restricted cash to collateralize our stand-by letters of credit; and capital expenditures to support our growth.

Net cash (used in) provided by investing activities was $(2.9) million and $6.3 million for the six months ended June 30, 2013 and 2012, respectively. The decrease of $9.2 million in cash flows from investing activities for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 was primarily due to an increase in the purchase of marketable securities of $7.7 million, a $1.5 million decrease in the amount of restricted cash released due to expiring stand-by letters of credit, and a decrease of $0.5 million of maturities of marketable securities. These items were offset by a decrease in capital expenditures of $0.6 million.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities was $212,000 and $(4.1) million for the six months ended June 30, 2013 and 2012, respectively. The $4.3 million increase in net cash provided by financing activities was primarily due to a $4.0 million decrease of cash used to repurchase common stock for treasury, a $225,000 increase in cash received for the issuance of common stock due to option and warrant exercises, and a $109,000 decrease in debt and capital lease payments as a result of paying off two capital leases and an equipment promissory note in 2012 and our last capital lease in 2013.

Liquidity and Capital Resource Requirements

Contractual Obligations