Edgar Filing: Energy Recovery, Inc.

erii20130930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to __________

Commission File Number: 001-34112

Energy Recovery, Inc.

(Exact name of registrant as specified in its charter)

Delaware	01-0616867
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

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

(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):

Large accelerated filer	☐		Accelerated filer	☑
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑

As of October 31, 2013, there were 51,114,528 shares of the registrant’s common stock outstanding.

ENERGY RECOVERY, INC.

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

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	29
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 6.	Exhibits	30
	Signatures	31

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)

	September 30, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	15,815		$	16,642
Restricted cash		4,633			5,235
Short-term investments		5,997			9,497
Accounts receivable, net of allowance for doubtful accounts of $269 and $217 at September 30, 2013 and December 31, 2012, respectively		6,132			13,240
Unbilled receivables		1,040			5,020
Inventories		8,960			5,135
Deferred tax assets, net		500			500
Land and building held for sale		—			1,345
Prepaid expenses and other current assets		1,313			4,245
Total current assets		44,390			60,859
Restricted cash, non-current		3,900			4,366
Unbilled receivables, non-current		—			868
Long-term investments		13,078			4,773
Property and equipment, net of accumulated depreciation of $11,399 and $9,306 at September 30, 2013 and December 31, 2012, respectively		14,654			15,967
Goodwill		12,790			12,790
Other intangible assets, net		4,238			4,929
Other assets, non-current		2			2
Total assets	$	93,052		$	104,554
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,336		$	2,154
Accrued expenses and other current liabilities		6,101			8,555
Income taxes payable		24			39
Accrued warranty reserve		1,036			1,172
Deferred revenue		788			918
Current portion of capital lease obligations		—			18
Total current liabilities		9,285			12,856
Deferred tax liabilities, non-current, net		1,873			1,706
Deferred revenue, non-current		154			411
Other non-current liabilities		2,112			2,200
Total liabilities		13,424			17,173
Commitments and Contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value; 200,000,000 shares authorized; 52,891,423 and 51,108,820 shares issued and outstanding, respectively, at September 30, 2013; and 52,685,129 and 50,902,526 shares issued and outstanding, respectively, at December 31, 2012		53			53
Additional paid-in capital		119,372			117,264
Accumulated other comprehensive loss		(107	)		(79	)
Treasury stock, at cost, 1,782,603 shares repurchased at September 30, 2013 and December 31, 2012		(4,000	)		(4,000	)
Accumulated deficit		(35,690	)		(25,857	)
Total stockholders’ equity		79,628			87,381
Total liabilities and stockholders’ equity	$	93,052		$	104,554

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net revenue	$	4,868		$	10,498		$	19,810		$	27,550
Cost of revenue		1,966			4,696			8,615			13,836
Gross profit		2,902			5,802			11,195			13,714
Operating expenses:
General and administrative		3,625			3,825			11,121			10,899
Sales and marketing		1,737			1,860			5,607			5,114
Research and development		1,027			1,495			3,246			3,055
Amortization of intangible assets		230			262			691			785
Restructuring charges		140			167			184			277
Total operating expenses		6,759			7,609			20,849			20,130
Loss from operations		(3,857	)		(1,807	)		(9,654	)		(6,416	)
Interest expense		—			(1	)		—			(6	)
Other non-operating income (expense), net		27			36			79			99
Loss before income taxes		(3,830	)		(1,772	)		(9,575	)		(6,323	)
Provision (benefit) for income taxes		36			54			258			(253	)
Net loss	$	(3,866	)	$	(1,826	)	$	(9,833	)	$	(6,070	)

Basic and diluted loss per share	$	(0.08	)	$	(0.04	)	$	(0.19	)	$	(0.12	)

Basic and diluted shares used in per share calculation		51,052			50,872			51,020			51,638

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss	$	(3,866	)	$	(1,826	)	$	(9,833	)	$	(6,070	)
Other comprehensive income (loss) net of tax:
Foreign currency translation adjustments		(10	)		(5	)		(8	)		2
Unrealized gain (loss) on investments		15			13			(20	)		45
Other comprehensive income (loss)		5			8			(28	)		47
Comprehensive loss	$	(3,861	)	$	(1,818	)	$	(9,861	)	$	(6,023	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2013			2012
Cash Flows From Operating Activities
Net loss	$	(9,833	)	$	(6,070	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,801			2,945
Loss on disposal of fixed assets		19			—
Non-cash restructuring charges		184			243
Amortization of premiums/discounts on investments		279			402
Interest accrued on notes receivables from stockholders		—			(1	)
Share-based compensation		1,717			2,097
(Gain) loss on foreign currency transactions		(5	)		3
Deferred income taxes		167			162
Provision for (recovery of) doubtful accounts		248			(69	)
Provision for warranty claims		177			283
Valuation adjustments for inventory reserves		81			20
Other non-cash adjustments		(88	)		45
Changes in operating assets and liabilities:
Accounts receivable		6,869			(3,674	)
Unbilled receivables		4,848			(1,361	)
Inventories		(3,906	)		1,283
Prepaid and other assets		2,933			405
Accounts payable		(718	)		60
Accrued expenses and other liabilities		(2,635	)		30
Income taxes payable		(17	)		13
Deferred revenue		(387	)		1,198
Net cash provided by (used in) operating activities		2,734			(1,986	)
Cash Flows From Investing Activities
Capital expenditures		(1,077	)		(2,105	)
Proceeds from sale of assets held for sale		1,161			—
Purchase of marketable securities		(13,104	)		(861	)
Maturities of marketable securities		8,000			8,261
Decrease in restricted cash		1,068			611
Net cash (used in) provided by investing activities		(3,952	)		5,906
Cash Flows From Financing Activities
Repayment of long-term debt		—			(85	)
Repayment of capital lease obligation		(18	)		(76	)
Net proceeds from issuance of common stock		425			7
Repurchase of common stock		—			(4,000	)
Net cash provided by (used in) financing activities		407			(4,154	)
Effect of exchange rate differences on cash and cash equivalents		(16	)		14
Net change in cash and cash equivalents		(827	)		(220	)
Cash and cash equivalents, beginning of period		16,642			18,507
Cash and cash equivalents, end of period	$	15,815		$	18,287

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 July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendment requires that an unrecognized tax benefit be presented in financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however, retrospective application is permitted. Adoption of this guidance is not expected to have a significant impact on our financial statements.

In April 2013, the FASB issued 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 September 30, 2013 and December 31, 2012 was the result of our acquisition of Pump Engineering, LLC in December 2009. During the three and nine months ended September 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 September 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):

	September 30, 2013
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Losses			Net Carrying Amount
Developed technology	$	6,100	$	(2,338	)	$	—		$	3,762
Non-compete agreements		1,310		(1,131	)		—			179
Backlog		1,300		(1,300	)		—			—
Trademarks		1,200		(180	)		(1,020	)		—
Customer relationships		990		(891	)		—			99
Patents		585		(345	)		(42	)		198
Total	$	11,485	$	(6,185	)	$	(1,062	)	$	4,238

	December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Losses			Net Carrying Amount
Developed technology	$	6,100	$	(1,881	)	$	—		$	4,219
Non-compete agreements		1,310		(1,015	)		—			295
Backlog		1,300		(1,300	)		—			—
Trademarks		1,200		(180	)		(1,020	)		—
Customer relationships		990		(792	)		—			198
Patents		585		(326	)		(42	)		217
Total	$	11,485	$	(5,494	)	$	(1,062	)	$	4,929

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 — Loss per Share

Basic and diluted loss 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 loss per share, as their inclusion would be anti-dilutive.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Net loss	$	(3,866	)	$	(1,826	)	$	(9,833	)	$	(6,070	)

Denominator:
Basic and diluted weighted average common shares outstanding		51,052			50,872			51,020			51,638

Basic and diluted loss per share	$	(0.08	)	$	(0.04	)	$	(0.19	)	$	(0.12	)

The following potential common shares were not considered for the computation of diluted loss per share because their effect would have been anti-dilutive (in thousands):

	Three and Nine Months Ended September 30,
	2013		2012
Stock options		7,303		6,595
Warrants		900		970
Restricted awards*		—		5

* 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 two financial institutions for these items as follows (in thousands):

	September 30, 2013		December 31, 2012
Contingent and other consideration for acquisition	$	2,504	$	2,504
Collateral for stand-by letters of credit		1,814		2,416
Collateral for credit cards		315		315
Current restricted cash	$	4,633	$	5,235

Contingent and other consideration for acquisition	$	1,000	$	1,000
Collateral for stand-by letters of credit		2,900		3,366
Non-current restricted cash	$	3,900	$	4,366
Total restricted cash	$	8,533	$	9,601

Inventories

For the periods indicated, our inventories consisted of the following (in thousands):

	September 30, 2013		December 31, 2012
Raw materials	$	3,119	$	3,406
Work in process		1,782		1,489
Finished goods		4,059		240
Inventories	$	8,960	$	5,135

Land and Building Held for Sale

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. At December 31, 2012 and June 30, 2013, these assets totaled $1.3 million. The assets were sold in September 2013. Net proceeds from the sale totaled $1.2 million, resulting in a loss on sale of $0.1 million. As the assets were part of the restructuring plan, the loss on sale was reported in the Condensed Consolidated Statement of Operations as restructuring charges.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	September 30, 2013		December 31, 2012
Prepaid income taxes and carryback tax refund	$	—	$	3,221
Interest receivable		136		140
Supplier advances		142		222
Other prepaid expenses and current assets		1,035		662
Accrued expenses and other current liabilities	$	1,313	$	4,245

Accrued Expenses and Other Current Liabilities

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

	September 30, 2013		December 31, 2012
Payroll and commissions payable	$	3,044	$	4,687
Contingent consideration (current portion) and legal expenses		1,556		1,506
Professional fees		518		455
Other accrued expenses and current liabilities		983		1,907
Accrued expenses and other current liabilities	$	6,101	$	8,555

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the nine months ended September 30, 2013 by component were as follows (in thousands):

	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Investments			Total Accumulated Other Comprehensive Loss
Balance, December 31, 2012	$	(94	)	$	15		$	(79	)
Net other comprehensive loss		(8	)		(20	)		(28	)
Balance, September 30, 2013	$	(102	)	$	(5	)	$	(107	)

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

Note 5 — Investments

All of our short-term and long-term investments are classified as available-for-sale.

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

	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificates of deposit	$	250	$	—	$	—		$	250
State and local government obligations		2,980		2		(1	)		2,981
Corporate notes and bonds		2,760		6		—			2,766
Short-term investments	$	5,990	$	8	$	(1	)	$	5,997

State and local government obligations		697		2		—			699
Corporate notes and bonds		12,393		7		(21	)		12,379
Long-term investments	$	13,090	$	9	$	(21	)	$	13,078
Total available-for-sale securities	$	19,080	$	17	$	(22	)	$	19,075

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

	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificates of deposit	$	250	$	—	$	—		$	250
State and local government obligations		2,444		3		(1	)		2,446
Corporate notes and bonds		6,799		3		(1	)		6,801
Short-term investments	$	9,493	$	6	$	(2	)	$	9,497

State and local government obligations		1,381		6		(2	)		1,385
Corporate notes and bonds		3,381		13		(6	)		3,388
Long-term investments	$	4,762	$	19	$	(8	)	$	4,773
Total available-for-sale securities	$	14,255	$	25	$	(10	)	$	14,270

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 September 30, 2013 are shown below by contractual maturity (in thousands):

	September 30, 2013
	Amortized Cost		Fair Value
Due in one year or less	$	1,576	$	1,576
Due after one year through three years		17,504		17,499
Total available-for-sale securities	$	19,080	$	19,075

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 September 30, 2013, there were no advances drawn and $0.7 million in stand-by letters of credit collateralized under the 2012 Agreement. Total restricted cash related to these stand-by letters of credit totaled $0.7 million as of September 30, 2013.

We are subject to certain financial and administrative covenants under the 2012 Agreement. As of September 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 September 30, 2013, remaining stand-by letters of credit issued under the 2009 Agreement totaled $4.0 million. Total restricted cash related to these stand-by letters of credit was approximately $4.0 million as of September 30, 2013.

Note 7 — Equity

Share-Based Compensation Expense

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	18	$	25	$	57	$	90
General and administrative		339		440		1,153		1,464
Sales and marketing		123		94		358		434
Research and development		50		30		149		109
Total share-based compensation expense	$	530	$	589	$	1,717	$	2,097

As of September 30, 2013, total unrecognized compensation cost related to non-vested share-based awards, net of estimated forfeitures, was $3.4 million, which is expected to be recognized as expense over a weighted average period of approximately 2.4 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.

During the third quarter of 2013, we granted 120,652 stock options to the non-employee members of our Board of Directors in accordance with the annual compensation terms approved by the Compensation Committee of the Board of Directors. The options fully vest in June 2014, have an exercise price of $5.43 per share, and expire 10 years from the grant date.

Note 8 — Income Taxes

The effective income tax rate for the nine months ended September 30, 2013 and 2012 was an expense of (2.7%) and a benefit of 4.0%, respectively. The tax expense for the nine months ended September 30, 2013 primarily relates to the accretion of the deferred tax liability for the timing difference regarding the tax basis of goodwill recognized during the period and the truing up of tax refunds receivable following the net operating loss and general business credit carrybacks to prior tax years. The net loss for the nine months ended September 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 nine months ended September 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):

	September 30, 2013
2013 (remaining three months)	$	394
2014		1,627
2015		1,544
2016		1,581
2017		1,569
Thereafter		2,924
Total future minimum lease payments	$	9,639

Product Warranty

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Balance, beginning of period	$	1,027		$	943		$	1,172		$	852
Warranty costs charged to cost of revenue		39			109			177			283
Change in estimate		—			—			(132	)		—
Utilization of warranty		(30	)		(34	)		(181	)		(117	)
Balance, end of period	$	1,036		$	1,018		$	1,036		$	1,018

Based on management’s analysis of warranty liability experience, we recorded a change in estimate of our warranty reserve of $132,000 during the second quarter of 2013.

Purchase Obligations

We enter into purchase order arrangements with our vendors. As of September 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 September 30, 2013, we had approximately $3.0 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 September 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 20%, and in some cases up 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, in some cases up to 65 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 $4.7 million in outstanding stand-by letters of credit at September 30, 2013, $4.0 million was issued under the 2009 Agreement and $0.7 million was issued under the 2012 Agreement. The stand-by letters of credit outstanding at September 30, 2013 were collateralized by restricted cash of $4.7 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. Except for the updates below, there have been no material developments to these matters; therefore, we have made no changes to our accruals in the first nine months of 2013.

On September 4, 2013, the parties in Radakovich v. Energy Recovery, Inc., Case No. 2:11-cv-13443 in the United States District Court for the Eastern District of Michigan, presented oral arguments on their respective motions for summary judgment. To date, the court has not ruled on the motions.

On October 7, 2013, the evidentiary proceedings concluded in the matter of Morgan Technical Ceramics Auburn Inc. v. Energy Recovery, Inc., Case No. RG11-608399. The court has not yet made any findings of fact.

In addition to the above litigation matters, we are a defendant in a lawsuit filed by one of our competitors on October 4, 2013, entitled “Fluid Equipment Development Co., LLC, d/b/a FEDCO of Michigan v. Energy Recovery, Inc.” in the U.S. District Court for the Eastern district of Michigan (Southern Division). The complaint alleges false advertising under federal and Michigan state statutes based on claims made by us related to certain of our products. Plaintiffs seek injunctive relief and as of yet, unspecified damages, attorney’s fees, and litigation costs. We intend to defend this case vigorously and believe that we have meritorious defenses against the suit, although we cannot guarantee that we will ultimately prevail.

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):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Domestic revenue	$	778		$	1,266		$	2,541		$	3,054
International revenue		4,090			9,232			17,269			24,496
Total revenue	$	4,868		$	10,498		$	19,810		$	27,550

Revenue by country:
United States		16	%		12	%		13	%		11	%
India		2			*			11			*
China		17			4			9			6
South Korea		16			1			5			2
Turkey		13			*			3			*
Israel		*			49			*			25
Australia		*			4			*			16
Others **		36			30			59			40
Total		100	%		100	%		100	%		100	%

* 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 September 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:

	September 30, 2013			December 31, 2012
I.V.M. Minrav Sadyt (a consortium of Minrav Holdings, Ltd and Sadyt, a Valoriza Agua company)		14	%		26	%
IDE Technologies LTD		12	%		*
UTE Abeima Teyma Nungua (a joint venture of Abeinsa Infraestructuras Medio Ambiente, S.A. y Teyma Gestiόn de Contratos de Construcciόn e Inguenierίa, S.A., Uniόn Temporal de Empresas, Ley 18/1982, Nungua)		11	%		*
Via Maris Desalination (a Global Environmental Solutions (GES) company)		*			13	%

* Less than 10%.

Revenue from customers representing 10% or more of net revenue varies from period to period. Customers representing 10% or more of net revenue for the periods indicated were:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2013

2012

2013

2012

UNI E&T Co Ltd.

Qingdao FTZ Gem–In International

Hyflux Ltd.

I.V.M. Minrav Sadyt
(a consortium of Minrav Holdings, Ltd and Sadyt, a Valoriza Agua company)

Via Maris Desalination
(a Global Environmental Solutions (GES) company)

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)

* Less than 10%.

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):

	September 30, 2013		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Short-term available-for-sale securities	$	5,997	$	—	$	5,997	$	—
Long-term available-for-sale securities		13,078		—		13,078		—
Total assets	$	19,075	$	—	$	19,075	$	—
Liabilities:
Contingent consideration*	$	1,524	$	—	$	—	$	1,524
Total liabilities	$	1,524	$	—	$	—	$	1,524

	December 31, 2012		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Short-term available-for-sale securities	$	9,497	$	—	$	9,497	$	—
Long-term available-for-sale securities		4,773		—		4,773		—
Total assets	$	14,270	$	—	$	14,270	$	—
Liabilities:
Contingent consideration*	$	1,524	$	—	$	—	$	1,524
Total liabilities	$	1,524	$	—	$	—	$	1,524

*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 September 30, 2013 was as follows (in thousands):

	Contingent Consideration
Balance, December 31, 2012	$	1,524
Change in value		—
Balance, September 30, 2013	$	1,524

As of December 31, 2012, 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 data for similar properties in the area.

The assets were sold in September 2013. Net proceeds from the sale totaled $1.2 million, resulting in a loss on sale of $140,000. As the assets were part of the restructuring plan, the loss on sale was reported in the Condensed Consolidated Statement of Operations as a restructuring charge in the third quarter of 2013. Additional changes related to this asset during the nine months ended September 30, 2013 included an impairment loss of $44,000 prior to the sale during the second quarter of 2013.

The fair value of assets held for sale, measured on a non-recurring basis at December 31, 2012, was as follows (in thousands):

December 31,

2012

Level 1
Inputs

Level 2

Inputs

Level 3

Inputs

Assets held for sale

1,345

—

1,345

—

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:

•

our belief that the current levels of gross profit margin are sustainable and improvable to the extent that volume continues to grow, we experience a favorable product mix, pricing remains stable, and we continue to realize cost savings through production efficiencies and enhanced yields;

•

our expectation that a significant volume of mega-project shipments will occur during the fourth quarter;

•

our expectation that our expenses for research and development and sales and marketing will continue to increase as a result of the diversification into markets outside of desalination;

•

our expectation that our manufacturing operations will be able to meet the overall demand for our products;

•

our expectation that sales outside of the United States will remain a significant portion of our net revenue;

•

our belief that our existing cash balances and cash generated from our operations will be sufficient to meet our anticipated liquidity needs for the foreseeable future;

•

our expectation that, as we expand our international sales, a portion of our revenue could continue to be denominated in foreign currencies; and

•

our expectations concerning our new enterprise resource planning system implemented effective July 1, 2013, referred to in Part I, Item 4, and Part II, Item 1A of this report.

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. The fourth quarter of 2013 is expected to follow the same trend, with a significant increase in mega-project shipments and therefore a significant increase in net revenue during the fourth quarter of the current year.

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 months ended September 30, 2013, UNI E&T Co Ltd., Qingdao FTZ Gem–In International, and Hyflux Ltd. accounted for 17%, 16%, and 10%, respectively, of our net revenue. For the nine months ended September 30, 2013, no customer accounted for 10% or more of our net revenue. For the three months ended September 30, 2012, I.V.M. Minrav Sadyt (a consortium of Minrav Holdings, Ltd and Sadyt, a Valoriza Agua company) and Via Maris Desalination (a Global Environmental Solutions (GES) company) accounted for 38% and 10%, respectively, of our net revenue. For the nine months ended September 30, 2012, I.V.M. Minrav Sadyt and 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 17% and 13%, 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 nine months ended September 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.

Third Quarter of 2013 Compared to Third 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):

	Three Months Ended September 30,
	2013					2012					Change Increase / (Decrease)
Results of Operations:*
Net revenue	$	4,868		100	%	$	10,498		100	%	$	(5,630	)	(54	%)
Cost of revenue		1,966		40	%		4,696		45	%		(2,730	)	(58	%)
Gross profit		2,902		60	%		5,802		55	%		(2,900	)	(50	%)
Operating expenses:
General and administrative		3,625		74	%		3,825		36	%		(200	)	(5	%)
Sales and marketing		1,737		36	%		1,860		18	%		(123	)	(7	%)
Research and development		1,027		21	%		1,495		14	%		(468	)	(31	%)
Amortization of intangible assets		230		5	%		262		2	%		(32	)	(12	%)
Restructuring charges		140		3	%		167		2	%		(27	)	(16	%)
Total operating expenses		6,759		139	%		7,609		72	%		(850	)	(11	%)
Loss from operations		(3,857	)	(79	%)		(1,807	)	(17	%)		(2,050	)	(113	%)
Interest expense		—		—			(1	)	(0	%)		1		100	%
Other non-operating income (expense), net		27		(1	%)		36		(0	%)		(9	)	(25	%)
Loss before income taxes		(3,830	)	(79	%)		(1,772	)	(17	%)		(2,058	)	(116	%)
Provision for income taxes		36		1	%		54		1	%		(18	)	(33	%)
Net loss	$	(3,866	)	(79	%)	$	(1826	)	(17	%)	$	(2,040	)	(112	%)

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

Net Revenue

Our net revenue decreased $5.6 million for the three months ended September 30, 2013 compared to the three months ended September 30, 2012. The decrease was primarily due to no mega-project shipments in the third quarter of 2013 compared to the third quarter of 2012, which contained over $5.0 million of revenue pertaining to mega-project shipments. Based on our current backlog of scheduled mega-project shipment dates, we anticipate strong revenue in the fourth quarter of 2013.

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):

	Three Months Ended September 30,
	2013				2012
PX devices and related products and services	$	3,554	73	%	$	8,663	83	%
Turbochargers, pumps, and related products and services		1,314	27	%		1,835	17	%
Net revenue	$	4,868	100	%	$	10,498	100	%

During the three months ended September 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:

	Three Months Ended September 30,
	2013			2012
Domestic revenue		16	%		12	%
International revenue		84	%		88	%
Net revenue		100	%		100	%

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. We achieved significant improvement in key profitability drivers, as gross profit as a percentage of net revenue increased to 60% for the three months ended September 30, 2013 compared to 55% for the three months ended September 30, 2012, despite lower revenue.

The increase in gross profit as a percentage of net revenue for the three months ended September 30, 2013 as compared to the same period of last year was primarily due to substantial cost reduction efforts over the last two years, that include plant consolidation, vertical integration, targeted cost-out and value engineering exercises, and efficiency-enhancing initiatives to achieve lower unit costs and better production yields. The increases in total gross profit were slightly offset by a product mix shift that favored turbochargers and pumps over PX devices. The unfavorable product mix shift caused a decrease in 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 and improvable to the extent that volume continues to grow; our product mix favors PXdevices; pricing remains stable; and we continue to realize cost savings through production efficiencies and enhanced yields.

Manufacturing average headcount increased to 44 in the third quarter of 2013 from 41 in the third quarter of 2012.

Share-based compensation expense included in cost of revenue was $18,000 and $25,000 for the three months ended September 30, 2013 and 2012, respectively.

General and Administrative Expense

General and administrative (“G&A”) expense decreased by $200,000, or 5%, to $3.6 million for the three months ended September 30, 2013 from $3.8 million for the three months ended September 30, 2012. As a percentage of net revenue, G&A expense increased to 74% for the three months ended September 30, 2013 from 36% for the three months ended September 30, 2012 primarily due to significantly lower net revenue offset by lower G&A expense for the current period.

G&A average headcount increased to 28 in the third quarter of 2013 from 27 in the third quarter of 2012.

Of the $200,000 decrease in G&A expense, $288,000 related to compensation and employee-related benefits and $73,000 related to professional fees and other services. These decreases were offset by increases of $77,000 related to occupancy costs, $51,000 related to bad debt expense, and $33,000 related to other G&A expenses.

Share-based compensation expense included in G&A expense was $339,000 and $440,000 for the three months ended September 30, 2013 and 2012, respectively.

Sales and Marketing Expense

Sales and marketing (“S&M”) expense decreased by $123,000, or 7%, to $1.7 million for the three months ended September 30, 2013 from $1.9 million for the three months ended September 30, 2012. As a percentage of net revenue, S&M expense increased to 36% for the three months ended September 30, 2013 from 18% for the three months ended September 30, 2012 primarily due to significantly lower net revenue offset by lower S&M expense in the current period.

S&M average headcount increased to 27 in the third quarter of 2013 from 23 in the third quarter of 2012.

Of the $123,000 decrease in S&M expense, $340,000 related to commissions for sales representatives primarily due to lower sales revenue. This decrease was offset by increases of $156,000 related to compensation and employee-related benefits, $33,000 related to marketing costs, and $28,000 related to occupancy and other S&M expenses.

Share-based compensation expense included in S&M expense was $123,000 and $94,000 for the three months ended September 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 and the current market for desalination grows.