SEC Company Response from Energy Recovery, Inc. (ERII) (CIK 0001421517) (ERII) — Aug 24, 2022
Energy Recovery, Inc. (ERII) (CIK 0001421517)
Date: Aug. 24, 2022 · CIK: 0001421517 · Accession: 0001421517-22-000129
AI Filing Summary & Sentiment
File numbers found in text: 001-34112
Referenced dates: August 18, 2022
Letter
VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: William Demarest Kristi Marrone Re: Energy Recovery, Inc. Form 10-K for the Year Ended December 31, 2021 Form 8-K filed August 3, 2022 File No. 001-34112
Dear Mr. Demarest:
On behalf of Energy Recovery, Inc. (“Energy Recovery”, the “Company” or “We”), this letter responds to the comment set forth in your letter dated August 18, 2022. For your convenience, we have repeated the comment in your letter.
1.We note that the press release filed as Exhibit 99.1 contains several non-GAAP measures, including Adjusted EBITDA. We further note that Adjusted EBITDA is reconciled to income (loss) from operations. Please tell us how you considered Question 103.02 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
Response to Comment 1
Energy Recovery acknowledges the Staff’s comment and confirm that Energy Recovery will revise its disclosure in future periodic filings to reconcile the measure of Adjusted EBITDA to Net income (loss) rather than Income (loss) from operations. We expect that this disclosure will be substantially similar to the reconciliation included in Appendix A, which has been illustratively amended for the Staff’s comment.
Please contact me at (510) 746‑5034 x12334 if you have any questions with respect to the foregoing.
Very truly yours,
/s/ Joshua Ballard
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CORRESP 1 filename1.htm Document Energy Recovery, Inc. 1717 Doolittle Drive San Leandro, CA 94577 Phone: (510) 483-7370 VIA EDGAR SUBMISSION August 24, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: William Demarest Kristi Marrone Re: Energy Recovery, Inc. Form 10-K for the Year Ended December 31, 2021 Form 8-K filed August 3, 2022 File No. 001-34112 Dear Mr. Demarest: On behalf of Energy Recovery, Inc. (“Energy Recovery”, the “Company” or “We”), this letter responds to the comment set forth in your letter dated August 18, 2022. For your convenience, we have repeated the comment in your letter. 1.We note that the press release filed as Exhibit 99.1 contains several non-GAAP measures, including Adjusted EBITDA. We further note that Adjusted EBITDA is reconciled to income (loss) from operations. Please tell us how you considered Question 103.02 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. Response to Comment 1 Energy Recovery acknowledges the Staff’s comment and confirm that Energy Recovery will revise its disclosure in future periodic filings to reconcile the measure of Adjusted EBITDA to Net income (loss) rather than Income (loss) from operations. We expect that this disclosure will be substantially similar to the reconciliation included in Appendix A, which has been illustratively amended for the Staff’s comment. Please contact me at (510) 746‑5034 x12334 if you have any questions with respect to the foregoing. Very truly yours, /s/ Joshua Ballard Joshua Ballard Chief Financial Officer U.S. Securities and Exchange Commission Page 2. Appendix A Quarter-to-Date Year-to-Date Q2'2022 Q2'2021 2022 2021 (In millions) Net income (loss) $ (2.4) $ 1.1 $ 5.5 $ 7.9 Share-based compensation 1.7 1.4 3.6 3.3 Severance 0.3 — 0.3 — Depreciation and amortization 1.9 1.0 2.9 2.0 Other income, net (0.1) — (0.2) (0.1) Provision for (benefit from) income taxes (0.4) (0.8) — (1.3) Adjusted EBITDA $ 1.0 $ 2.7 $ 12.1 $ 11.8