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Current report filing Filed on 11/03/2011 Filed Period 11/03/2011
including area code) N/A (Former Name or Former Address. Employer Identification No.) 1717 Doolittle Dr. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34112 (Commission File Number) 01-0616867 (I.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) .14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 2011 Energy Recovery. San Leandro.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3.C. if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.R. Inc.2. D.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.S. CA 94577 (Address if Principal Executive Offices)(Zip Code) 510-483-7370 (Registrant’s telephone number. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.
The information in this report (including Exhibit 99. Item 9. Energy Recovery.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section.1) is being furnished pursuant to Item 2. (Registrant) Date: 11/03/2011 /s/ Alexander J.Item 2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934. Buehler Alexander J. INC.1 Financial Statements and Exhibits. 2011. 2011. issued an earnings press release announcing its financial results for the quarter ended September 30. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.02 Results of Operations and Financial Condition On Novermber 3. Buehler (Chief Financial Officer) . Inc. ENERGY RECOVERY. 2011. A copy of the press release is attached as Exhibit 99.01 (c) 99. nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. Exhibits News Release dated November 3.
.INDEX TO EXHBITS Exhibit Number 99. 2011.1 Description News Release Dated November 3.
a leader in the design and development of energy recovery devices for desalination and other industrial processes. coupled with a mix shift that favored smaller devices. both scheduled for completion by the end of this year. the Company recorded a valuation allowance against deferred tax assets and other adjustments in the current period. net operating losses can no longer be applied on a look-back basis. however. the Company achieved net revenue of $4. (NASDAQ: ERII). With no shipments for mega projects and delayed OEM deliveries. rather.Energy Recovery. all of which combined to create a significant drag on margins in the current period. the Company exhausted its potential to carry-back net operating losses within the required look-back period of three years. reflecting a 29% decrease as compared to the same period of last year. Inc. announced today the results of its third quarter ended September 30. with a restructuring charge of $0.1 ENERGY RECOVERY REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2011 THIRD QUARTER HIGHLIGHTS: • Recognized non-cash expense of $4.5 million recorded in the current period • Experienced decreased revenue. projected revenue and profit in subsequent years do not outweigh prior cumulative losses when assessing the need for a valuation allowance under accounting standards. 2011 (BUSINESS WIRE) -.5 million related to a valuation allowance against deferred tax assets and other adjustments for income taxes • Initiated implementation of plant consolidation to reduce expenses beginning in 2012. The progressive qualification of ceramics production in California and the plant disruption associated with the closure in Michigan.. The Company’s restructuring and integration activities. and income as anticipated due to ongoing market conditions • Validated internal production capability for nearly all ceramic components used in PX devices to complete vertical integration by the end of 2011 • Hired three seasoned executives to drive penetration into new markets • Activated M&A effort to identify targets that will accelerate new market diversification and expand technological expertise • Launched a new product known as the PX-Q300 with a compelling value proposition at a major global tradeshow SAN LEANDRO. resulted in a gross margin of 15% in the current period as compared to 34% in the third quarter of 2010. Calif.Exhibit 99. Accordingly. margins. Although management clearly believes in the long-term strategic direction of the Company and its future earnings potential. In the third quarter of 2011. are expected to generate significant cost savings in 2012 and thereafter. . November 3. with a combined value of $4. in accordance with the accounting guidance and related interpretations regarding accounting for income taxes.9 million for the quarter. 2011.5 million. Low production volume in manufacturing. compounded the effects of negative operating leverage and unfavorable product mix. these losses must be carried forward to offset taxable income in future periods. Consequently.
or ($0. vertical integration of production for all ceramic components is nearing completion.22) per share. compared to a net loss of $4. Moreover. delays in governmental approvals.0 million. we are actively pursuing acquisition candidates that meet our financial and strategic criteria. our ability to ship new products to meet scheduled delivery times. strategic direction. For more details relating to the risks and uncertainties that could cause actual results to differ materially from those anticipated in our forward-looking statements. and Section 21E of the Securities Exchange Act of 1934. and the Company assumes no obligation to update such statements.5 million and restructuring costs of $0.4 million. or cancellation of. All forward-looking statements are made as of today. Because such forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially include. While the financial results.3 million. albeit anticipated. . risks that our product diversification. we are making meaningful progress with respect to our strategic priorities. we remain highly confident in the future prospects of the Company as we conduct disciplined execution of our strategic plan.With tax adjustments of $4. the global economic crisis. please refer to the Company's SEC filings. results were further undermined by tax adjustments and restructuring costs. the inability of our customers to obtain project financing. or ($0.08) per share for the same period of last year. together totaling $5. President and Chief Executive Officer.” Forward-Looking Statements This press release includes “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933. Restructuring and plant consolidation are on target. These forward-looking statements include our expectations or goals relating to the completion of vertical integration for our ceramic products in 2011. political unrest. we successfully expanded the product portfolio through the launch of the new PX-Q300 in Australia.31) per share. In summary. our ability to develop other energy recovery solutions for markets outside of desalination. commented. Moreover. penetration of new markets. delays in. Tom Rooney. leave much room for improvement. future M&A efforts. as amended. or ($0. the Company reported a net loss of $16. changes in end users’ budgets for desalination plants or the timing of their purchasing decisions. and the sales pipeline is shaping up to enable improved performance in 2012. as amended. and other strategic efforts will not yield intended benefits. 2011 compared to a net loss of $3.5 million.1 million. For the nine-month period in 2011. manifested plainly through decreased revenue levels and compressed margins caused by poor utilization in manufacturing along with an unfavorable product mix. even in the context of challenging results in the third quarter of 2011. but are not limited to. product diversification. and three Product Development Managers are in place to diversify our revenue mix. and other future prospects.9 million. the Company's actual results may differ materially from the predictions in those forward-looking statements. the Company reported a net loss of $11. and other risks detailed in the Company's filings with the Securities and Exchange Commission (“SEC”). for the three months ended September 30.07) per share. the construction of desalination plants. anticipated cost savings. future earnings potential. for the same period of last year. “The quarterly results reflect continued sluggishness in the desalination industry. M&A. or ($0.
Inc. PST will be in a "listen-only" mode for all participants other than the sell-side investment professionals who regularly follow the Company.com or tinyurl. including Madrid. Callers should dial in approximately 15 minutes prior to the scheduled start time. The company is headquartered in the San Francisco Bay Area with offices in key centers worldwide. (NASDAQ: ERII) designs and develops energy recovery devices that significantly reduce energy consumption in desalination and other industrial processes.energyrecovery.Conference Call to Discuss Third Quarter 2011 Results The conference call scheduled today at 1:30 p. The replay will be available approximately three hours after the live call concludes. Inc.streetevents. Energy Recovery. and the ERI™ AquaBold™ and ERI™ AquaSpire™ high-pressure pump. Investors may also access the live call or the replay over the internet at www. and Dubai.com/ earningscall-Nov2011. helping to save an estimated 10 billion kilowatt hours of energy per year. For more information about Energy Recovery.000 devices installed. Shanghai. Energy Recovery has more than 12. Buehler Chief Financial Officer (510) 483-7370 . About Energy Recovery.m. and the access code is 4481254. Inc.com. 2011. Energy Recovery’s portfolio includes notable technologies such as the PX Pressure Exchanger™ (PX™) device. In total.. please visit www. The toll-free phone number for the call is 888-549-7880 or local 480-629-9644. the ERI™ TurboCharger hydraulic turbine energy recovery device. Contact: Alexander J. A telephonic replay will be available at 800-406-7325 or 303-590-3030 (access code: 4481254) until November 17.
678 (5.049 — 21.08) 51. except per share data) (unaudited) Three Months Ended September 30. net Loss before income taxes Provision for (benefit from) income taxes Net loss Basic and diluted net loss per share Shares used in computing basic and diluted net loss per share $ 4.422) $ (0.817) 4.683) (833) (3.370 10.602 32.130 (4.953 6.404 (6.860 1.775 (16.923 $ $ .104) (0.278) (4.711 11.447 Nine Months Ended September 30.745) (30) 128 (14.456 (14.933 $ 4.962 2.037 470 22.636 6.Unaudited Consolidated Financial Results ENERGY RECOVERY.22) $ 52.370 2.850) $ (0. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands.335 1.384 3.932 $ 14.252 683 — 7.685) (5) (127) (6.470 16.647) 1. INC.537 2. 2011 2010 21.840 16.921 $ 4.626 1.214 719 3.326) $ (0.724 5.31) $ 52.382) (1.308) (53) (21) (5. 2011 2010 Net revenue Cost of revenue Gross profit Operating expenses: General and administrative Sales and marketing Research and development Amortization of intangible assets Restructuring charges Total operating expenses Loss from operations Interest expense Other non-operating income (expense).571 2.291 726 346 470 7.746) (15) 78 (4.509 (11.221 7.943 2.07) $ 52.
464 118. net Other assets.917 $ $ 1.108 $ — 53 112. 2011 and December 31.429 5.028 2.508 $ 4. net Goodwill Other intangible assets.772 2. non-current Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable Accrued expenses and other current liabilities Income taxes payable Accrued warranty reserve Deferred revenue. non-current Property and equipment.244 22.097 4. $0. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands.001 par value.800 133.000 shares authorized.170 shares issued and outstanding at September 30.000. respectively Additional paid-in capital Notes receivable from stockholders Accumulated other comprehensive loss Retained earnings (accumulated deficit) Total stockholders’ equity Total liabilities and stockholders’ equity $ 45.103 (23) (87) (7. current Inventories Deferred income taxes Prepaid expenses and other current assets Total current assets Restricted cash.341 128 160 10.917 580 4.000 shares authorized. 200.067 13.000.173 9. net of allowance for doubtful accounts of $48 and $44 at September 30. 52.430 $ 6.314 2 118. respectively Unbilled receivables.117 — 53 114.643.636 9.596. $0. 10.428 88.952 20. 2011 2010 ASSETS Current assets: Cash and cash equivalents Restricted cash Accounts receivable.644 1.198 2.917 $ .ENERGY RECOVERY. December 31.790 8.248 13 1. non-current Deferred income taxes Deferred revenue.314 12.650 — 24 1.840 120.795 2.647 238 2.787 12.263 3.347 85 144 317 157 2. no shares issued or outstanding Common stock. 2011 and December 31. except share data and par value) (unaudited) September 30.352 19 133.649 2.694 73. current Current portion of long-term debt Current portion of capital lease obligations Total current liabilities Long-term debt Capital lease obligations. 2010.582) 106. INC.674 3.642 21 744 520 117 98 7.025 (38) (80) 8.108 $ 55.278 9.001 par value.085 11.338 4. 2010. non-current Other non-current liabilities Total liabilities Commitments and Contingencies Stockholders’ equity: Preferred stock.790 7.129 and 52.
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