Overview



We create technologies that solve complex challenges for industrial fluid-flow
markets worldwide. Building on our pressure exchanger technology platform, we
design and manufacture solutions that improve operational efficiency by reducing
waste, energy consumption and costs across a range of industrial processes. What
began as a game-changing invention for desalination has grown into a global
business advancing the environmental sustainability of our customers' operations
in multiple industries. We are a global team with sales and on-site technical
support available worldwide, and we maintain international direct sales offices
and technical support centers to service the European, Middle Eastern and Asian
markets.

Our core technology is the pressure exchanger. Our pressure exchanger technology
efficiently transfers energy between high-pressure and low-pressure liquid or
gas through continuously rotating ducts. Our PX® Pressure Exchanger® ("PX") can
operate in both low-pressure and high-pressure environments between 1,000 pounds
per square inch ("psi"), or 70 bar, and up to approximately 10,000 psi, or
700 bar. Our pressure exchanger technology can also handle a variety of
relatively clean to dirty liquids, and we are actively developing capabilities
to handle gases. When applied to industrial systems with pressure differentials,
our pressure exchanger technology can provide certain benefits including our
customers' ability to reduce capital expenditures and energy use, which leads to
lower carbon emissions, as well as lower operating costs.

Engineering and research and development ("R&D") have been, and remain, an
essential part of our history, culture and corporate strategy. Since our
formation, we have developed leading technology and engineering expertise
through the continual evolution of our pressure exchanger technology, which can
improve productivity by reducing waste and energy consumption in high-pressure
industrial fluid-flow systems. This versatile technology powers several of our
products, including our flagship PX energy recovery device ("ERD"), which we
believe is the industry standard for energy recovery in the seawater reverse
osmosis desalination ("SWRO") industry. Today, we continue to push the
boundaries of our pressure exchanger technology to handle different operating
environments and industrial applications. Leveraging our proven pressure
exchanger technology platform, we are identifying new ways to solve and
developing new solutions for solving challenges for critical industries, such as
industrial wastewater treatment, commercial and industrial refrigeration,
natural gas processing and hydraulic fracturing.

Quarterly Highlights



The decrease in product revenues during the quarter, as compared to the same
period in 2020, was as expected due primarily to the project timeline of
megaproject ("MPD") channel shipments, which can fluctuate from
quarter-to-quarter. Management anticipates continued growth based on existing
backlog, as well as the increasing need to expand potential water production
globally and the increased purchases of product for continued plant maintenance
in advance of the anticipation of an economic recovery and greenfield projects
in industries affected by the novel coronavirus ("COVID-19") pandemic, such as
travel and hospitality. The 2021 year-to-date total revenues, as compared to the
2020 year-to-date total revenues, was lower due primarily to the elimination of
license and development revenue in 2021, of which none was recognized after the
termination of the VorTeq License Agreement in the second quarter of 2020.

Our PX G1300™ has moved into the next phase of development, which will involve
holding field trials at commercial refrigeration sites. During the quarter, we
have had many fruitful conversations with U.S. and international grocery chains
and manufacturers, and have recently entered into an agreement to deploy our
PX G1300 energy recovery device to a grocery store in California. We expect
increased sales and marketing ("S&M") expenditures for the balance of 2021 and
2022 related to these endeavors.

The world has been experiencing significant inflationary and supply chain issues
in recent months. To date, we have remained materially unaffected by these
events. We cannot protect ourselves from all risks but have been proactively
working to mitigate risks where possible. We are working with customers to
ensure timely delivery of product, by adjusting shipping schedules, where
necessary, to avoid disruptions to our end customers. In addition, in
anticipation of such issues, we have increased our raw material inventory to
alleviate or avoid any external shocks on our ability to manufacture and ship
products to customers. These decisions have increased inventory levels above
historic trends, nearly doubling inventory values. This has not only alleviated
supply chain issues, but has also had the positive effect of delaying the impact
of raw material inflation, and in some cases, reduce raw material costs due to
higher volume purchases.


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During the quarter, we released our second annual Environmental, Social and
Governance ("ESG") report, which details our efforts to accelerate the
environmental sustainability of our customers' operations and enhance management
of ESG issues in our own operations. We understand the importance of being a
responsible corporate citizen and believe our ESG program provides us with a
strategic roadmap to become a more sustainable and resilient business. Our ESG
report outlines our ESG commitments and aligns to leading sustainability
frameworks and reporting standards, including the Sustainability Accounting
Standards Board as well as select disclosures from the Global Reporting
Initiative and the United Nations Sustainable Development Goals.

As part of our efforts to transparently communicate our ESG performance to our
stakeholders, in September 2021, we hosted an ESG-focused webinar, "Charting
Sustainable Growth with ESG Principles," in which our Company leaders reviewed
highlights of our ESG program and how ESG is linked to driving long-term,
sustainable growth for us and our stakeholders.

Our complete 2020 ESG report can be found on our website at: https://energyrecovery.com/about-us/environmental-social-governance/.

Segments



We continue to monitor and review our segment reporting structure in accordance
with authoritative guidance to determine whether any changes have occurred that
would impact our reportable segments. As a result of the evolution of our
products, operations and R&D efforts in new product development, such as
industrial and commercial refrigeration applications, and the way in which our
chief operating decision maker ("CODM") manages and assesses the performance of
the business, starting in the first quarter of fiscal year 2021, we realigned
our segment reporting and have recast the prior year amounts for comparability.
In addition, to better align the activities of the segments, we have
re-allocated certain corporate resources to the segments' operations.

Water



Our Water segment includes the continued development, sales and support of the
PX, hydraulic turbochargers and pumps used in seawater desalination and
industrial wastewater activities. Our Water segment revenue is principally
derived from the sale of ERDs and high-pressure and circulation pumps to the
MPD, original equipment manufacturer ("OEM") and aftermarket ("AM") channels.
MPD sales are typically made to global engineering, procurement and construction
("EPC") firms to build very large desalination plants worldwide. Our typical MPD
sale primarily consists of our PX ERD. Each MPD sale represents revenue
opportunities generally ranging from $1 million to $18 million. Our packaged
solutions to OEMs include our PX, hydraulic turbochargers, high-pressure pumps
and circulation booster pumps for integration and use in small to medium-sized
desalination plants. OEM projects typically represent revenue opportunities of
up to $1 million. Our existing and expanding installed base of ERD and pump
products in water plants has created a growing customer base comprised of plant
operators and service providers who purchase spare parts, replacement parts and
service contracts through the AM channel.

During the quarter, we announced:
•Contract awards totaling over $6.0 million for our PX ERDs and related
equipment and services to multiple SWRO desalination facilities in Asia. Asia's
need for clean water is intensifying, driven by population growth,
industrialization, rapid urbanization, and climate change.
•New awards to support the industrial wastewater treatment operations of
lithium-ion battery manufacturing, chemical manufacturing and landfill leachate
facilities in China. All three industrial wastewater treatment facilities will
purchase our Ultra PX™ ERD, while the lithium-ion battery facility will also
purchase our PX ERDs. In countries that are adopting stringent liquid discharge
limits, such as China, the Ultra PX enables customers to optimize their
wastewater treatment process for Minimal Liquid Discharge and Zero Liquid
Discharge.



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Emerging Technologies

Our Emerging Technologies segment includes the continued development, sales and
support of activities related to emerging technologies, such as the PX G1300
used in industrial and commercial refrigeration applications; the VorTeq used in
the oil and gas markets; the ISOBoost used in natural gas processing; and
certain other new products.

Commercial and Industrial Refrigeration. The global refrigeration industry is a
leading user and emitter of hydrofluorocarbons ("HFCs"), which are a group of
powerful man-made greenhouse gases that can impact global warming thousands of
times more than carbon dioxide ("CO2"). More than 120 countries have signed on
to the Kigali Amendment, an amendment to the Montreal Protocol, which states the
goal of reducing the production and consumption of HFCs. In 2021, the United
States of America (the "U.S.") and China have publicly committed to signing the
Kigali Amendment. In addition, the U.S. Environmental Protection Agency
announced on May 3, 2021 its intention to reduce the production and consumption
of HFCs within the timeline indicated in the Montreal Protocol for developed
nations. For the refrigeration industry, phasing out HFCs means moving to
natural refrigerants such as ammonia or CO2. CO2 is stable and more benign, and
therefore the safer choice; however CO2 works at much higher pressures and
requires more energy than HFCs, thereby increasing the operating cost of a CO2
refrigeration system. The challenge today is to make the CO2 refrigeration
systems less costly and more efficient in order to compete economically with
incumbent refrigerants.

We believe our pressure exchanger technology can significantly help reduce the
operating costs of CO2 refrigeration systems by recycling the pressure energy of
CO2 gas, much as we do with seawater in SWRO, thereby significantly reducing the
energy needed to operate these systems. Based upon results from our testing, we
believe that we will be able to achieve efficiencies across a wider range of
temperatures that exceed incumbent CO2 refrigeration technologies, thereby
easing this transition to CO2 in the coming years. We will continue development
of this technology throughout 2021 with the goal of placing our product in a
commercial setting as soon as R&D and testing is completed.

In September 2021, we joined the North American Sustainable Refrigeration
Council (the "NASRC"). The NASRC is an action-oriented non-profit charity, as
defined under the U.S. Internal Revenue Code 501(c)(3), working in partnership
with the supermarket industry to create a climate-friendly future for
refrigeration by eliminating the barriers to natural refrigerant adoption in
supermarkets. Natural refrigerants, such as ammonia, hydrocarbons, and CO2, have
near-zero Global Warming Potential ("GWP"), making it the safest
climate-friendly alternative to HFCs, which have a GWP into the thousands.



                 Energy Recovery, Inc. | Q3'2021 Form 10-Q | 27
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Results of Operations

A discussion regarding our financial condition and results of operations for the
three and nine months ended September 30, 2021, compared to the three and nine
months ended September 30, 2020, is presented below.

Total Revenue

                                                   Three Months Ended September 30,
                                             2021                                    2020
                                                    % of Total                             % of Total
                                    $                Revenue                $               Revenue                      Change
                                                                    (In

thousands, except percentages)



Product revenue                $  20,781                  100  %       $ 27,408                  100  %       $ (6,627)             (24  %)



                                                       Nine Months Ended September 30,
                                                 2021                                    2020
                                                        % of Total                             % of Total
                                        $                Revenue                $               Revenue                       Change
                                                                        

(In thousands, except percentages)



Product revenue                    $  70,328                  100  %       $ 65,665                   71  %       $   4,663                 7  %
License and development revenue            -                    -  %         26,895                   29  %         (26,895)             (100  %)
Total revenue                      $  70,328                  100  %       $ 92,560                  100  %       $ (22,232)              (24  %)





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Product Revenue

Variability in product revenue from quarter to quarter is typical, therefore year-on-year quarterly and year-to-date comparisons are not necessarily indicative of the trend for the full year due to these variations. Product revenues by channel customers are presented in the following tables.



                                                   Three Months Ended September 30,
                                             2021                                    2020
                                                   % of Product                           % of Product
                                    $                Revenue                $               Revenue                      Change
                                                                    (In

thousands, except percentages)



Megaproject                    $  13,275                   64  %       $ 20,725                   76  %       $ (7,450)             (36  %)
Original equipment
manufacturer                       4,844                   23  %          4,081                   15  %            763               19  %
Aftermarket                        2,662                   13  %          2,602                    9  %             60                2  %

Total product revenue          $  20,781                  100  %       $ 27,408                  100  %       $ (6,627)             (24  %)



                                                   Nine Months Ended September 30,
                                             2021                                    2020
                                                   % of Product                           % of Product
                                    $                Revenue                $               Revenue                      Change
                                                                   (In 

thousands, except percentages)



Megaproject                    $  50,307                   72  %       $ 47,147                   72  %       $  3,160                7  %
Original equipment
manufacturer                      11,909                   17  %         11,687                   18  %            222                2  %
Aftermarket                        8,112                   12  %          6,831                   10  %          1,281               19  %

Total product revenue          $  70,328                  100  %       $ 65,665                  100  %       $  4,663                7  %



The MPD channel continues to be the main driver of our long-term growth as
revenue from this channel benefits from the higher quantity of larger projects
as well as long project cycles. Comparative differences over the prior year's
revenue are subject to timing of delivery of PXs, which is dependent on the MPD
project shipment cycle.

The OEM channel, where we sell into a number of industries, including tourism
and hospitality, and which contains projects of shorter duration, saw a
continued increase since the onset of the COVID-19 pandemic. The increases in
OEM channel revenues over the prior year were due primarily to certain new large
greenfield plant installations and brownfield retrofits, which include upgrades
to existing operations leveraging our pressure exchanger technology and
ancillary equipment. In addition, we are starting to recognize revenues from
industrial wastewater, albeit minimal in this early stage. In fiscal year 2020,
OEM channel revenues were negatively affected by delayed new plant construction
related to the COVID-19 pandemic.

The AM channel revenues fluctuate from quarter-to-quarter depending on support
and services rendered to our customers; however, on a year-to-date basis,
revenue from this channel has been steady due to our large installation base.
During the first three quarters of the year, we experienced a marked increase in
AM activity, which we believe is a result of our customers consuming their
existing spare parts inventory and strategically increasing their stock of
critical components in advance of greater expected water needs in the second
half of 2021 and early 2022. In fiscal year 2020, AM channel revenues were
affected by the COVID-19 pandemic as budgets tightened and companies braced for
the unknown.

License and Development Revenue



The change in license and development revenue was due to the termination of the
2015 license agreement (the "VorTeq License Agreement") between us and
Schlumberger Technology Corporation ("Schlumberger"), with an effective date of
June 1, 2020. As there were no future performance obligations to be recognized
under the VorTeq License Agreement after the effective date, we recognized in
full the remaining deferred revenue balance of $24.4 million in the second
quarter of fiscal year 2020. In addition, no future license and development
revenue was recognized under the VorTeq License Agreement after the second
quarter of fiscal year 2020.



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Product Gross Profit and Gross Margin

Product gross profit represents our product revenue less our product cost of
revenue. Our product cost of revenue consists primarily of raw materials,
personnel costs (including share-based compensation), manufacturing overhead,
warranty costs, depreciation expense and manufactured components.
                                                  Three Months Ended September 30,
                                             2021                                  2020
                                    $             Gross Margin             $            Gross Margin         Change in Product Gross Profit
                                                                    (In

thousands, except percentages)



Product gross profit and gross
margin                         $  14,692                70.6  %       $ 19,592                71.5  %       $   (4,900)            (25.0  %)



                                                  Nine Months Ended September 30,
                                             2021                                  2020
                                    $             Gross Margin             $            Gross Margin        Change in Product Gross Profit
                                                                    (In

thousands, except percentages)



Product gross profit and gross
margin                         $  48,077                68.4  %       $ 45,616                69.5  %       $     2,461              5.4  %



The decrease in product gross profit during the three months ended September 30,
2021, as compared to the same period in the prior year, was due primarily to
lower sales to MPD customers, lower revenues partially related to the mix in
products shipped, and a decrease in product gross margin. The increase in
product gross profit during the nine months ended September 30, 2021, as
compared to the same period in the prior year, was due primarily to higher
revenues related to increased units of PXs, pumps and turbochargers sold,
partially offset by a decrease in product gross margin. The gross margin gains
from the lower COVID-19 pandemic costs and the operational efficiencies we
implemented in 2021 were more than offset by rising labor and overhead costs,
and product mix.


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Operating Expenses

Total Operating Expenses

Operating expenses as a percentage of total revenue was higher in the three and
nine months ended September 30, 2021, as compared to the same periods in the
prior year, due primarily to the acceleration of license and development revenue
related to the termination of the VorTeq License Agreement in the second quarter
of fiscal year 2020.

                                                          Three Months Ended September 30,
                                                    2021                                    2020
                                                           % of Total                             % of Total
                                           $                Revenue                $               Revenue                      Change
                                                                          

(In thousands, except percentages)



General and administrative            $   5,851                   28  %       $  6,271                   23  %       $   (420)              (7  %)
Sales and marketing                       2,996                   14  %          2,141                    8  %            855               40  %
Research and development                  4,416                   21  %          5,098                   19  %           (682)             (13  %)
Amortization of intangible assets             2                    -  %              4                    -  %             (2)             (50  %)

Total operating expenses              $  13,265                   64  %       $ 13,514                   49  %       $   (249)              (2  %)



General and Administrative Expenses. The decrease in general and administrative
("G&A") expenses was due primarily to lower employee incentive compensation
expense and consultant costs.
Sales and Marketing Expenses. The increase in S&M expenses was due primarily to
higher employee-related expenses, marketing and other costs. The higher
employee-related costs were due to an increase in employee compensation cost,
share-based compensation expense and other employee-related expenses, partially
offset by a decrease in sales commissions.

Research and Development Expenses. The decrease in R&D expenses was due
primarily to lower testing supplies expenditures of $0.5 million as we decreased
testing activities on VorTeq, partially offset by testing activities related to
refrigeration and other new initiatives, and lower employee compensation and
incentive expenses.

Amortization of Intangible Assets. Amortization of intangible assets was
comparable to the prior year.

                                                          Nine Months Ended September 30,
                                                    2021                                    2020
                                                           % of Total                             % of Total
                                           $                Revenue                $               Revenue                       Change
                                                                          

(In thousands, except percentages)



General and administrative            $  18,632                   27  %       $ 18,751                   20  %       $   (119)               (1  %)
Sales and marketing                       8,236                   12  %          5,776                    6  %          2,460                43  %
Research and development                 13,342                   19  %         18,159                   20  %         (4,817)              (27  %)
Amortization of intangible assets             9                    -  %             12                    -  %             (3)              (25  %)

Impairment of long-lived assets               -                    -  %          2,332                    3  %         (2,332)             (100  %)

Total operating expenses              $  40,219                   57  %       $ 45,030                   49  %       $ (4,811)              (11  %)


General and Administrative Expenses. The decrease in G&A expenses was due primarily to lower employee-related costs and professional service costs, partially offset by higher legal fees and other costs.



Sales and Marketing Expenses. The increase in S&M expenses was due primarily to
higher employee-related costs of $1.5 million and higher marketing costs,
including trade shows and marketing materials, and an increase in other costs.
The higher employee-related costs were due primarily to higher employee
compensation costs, share-based compensation expense, incentive compensation
expenses, and other employee-related expenses.



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Research and Development Expenses. The decrease in R&D expenses was due
primarily to lower testing supplies expenditures of $4.0 million related to the
reduced development of the VorTeq technology, which had been reduced since the
second half of 2020. The lower VorTeq-related expenditures in 2021 were
partially offset by increased costs to support our incubation initiatives. In
addition, R&D expenses in the current year, as compared to the prior year,
included a decrease in employee compensation costs, and lower depreciation
expenses primarily related to the impairment of certain VorTeq-related assets in
2020.

Amortization of Intangible Assets. Amortization of intangible assets was comparable to the prior year.



Impairment of Long-lived Assets. During the three months ended June 30, 2020, we
conducted an analysis on certain VorTeq long-lived assets that were directly
related to obligations under the VorTeq License Agreement and determined that
certain of those assets were impaired. The net carrying value of the impaired
VorTeq-related machinery and equipment of $2.3 million was recognized in the
nine months ended September 30, 2020.

Segment and Corporate Operating Expenses



Expense activities that are included in our Water and Emerging Technologies
segments and corporate operating expenses for the three and nine months ended
September 30, 2021 are presented below. See Note 10, "Segment Reporting," of the
Notes to Condensed Consolidated Financial Statements in Part I, Item 1,
"Financial Statements (unaudited)," of this Quarterly Report on Form 10-Q (the
"Notes") for further discussion regarding our segments.

                                            Three Months Ended September 30, 2021                                         Three Months Ended September 30, 2020 (Recast)
                                                 Emerging                                                                            Emerging
                             Water             Technologies            Corporate            Total               Water              Technologies            Corporate            Total
                                                                                                 (In thousands)

General and
administrative           $    1,435          $        1,373          $    

3,043 $ 5,851 $ 2,371 $ 1,359

    $    2,541          $  6,271
Sales and marketing           2,250                     327                 419             2,996                 1,507                     327                 307             2,141
Research and development        762                   3,654                   -             4,416                   723                   4,375                   -             5,098
Amortization of
intangible assets                 2                       -                   -                 2                     4                       -                   -                 4

Total operating expenses $    4,449          $        5,354          $    3,462          $ 13,265          $      4,605          $        6,061          $    2,848          $ 13,514

Water Segment. The decrease in the Water segment operating expenses was due primarily to lower G&A expenses, partially offset by an increase in S&M expenses, related to lower employee-related costs.



Emerging Technologies Segment. The decrease in the Emerging Technologies segment
operating expenses was due primarily to lower R&D expenses, specifically lower
VorTeq-related expenditures of $1.4 million, which was partially offset by
higher expenditures for development of industrial and commercial refrigeration
of $0.7 million.

Corporate Operating Expenses. The increase of corporate operating expenses was
due primarily to higher share-based compensation expense, and legal, consulting
and other costs.


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  Table of Contents
                                             Nine Months Ended September 30, 2021                                            Nine Months Ended September 30, 2020 (Recast)
                                                    Emerging                                                                            Emerging
                              Water               Technologies           Corporate            Total               Water               Technologies            Corporate            Total
                                                                                                   (In thousands)

General and
administrative           $    4,768             $        3,854          $  

10,010 $ 18,632 $ 6,417 $ 4,001

      $    8,333          $ 18,751
Sales and marketing           6,535                        735                966             8,236                  4,307                     901                 568             5,776
Research and development      1,858                     11,484                  -            13,342                  2,585                  15,574                   -            18,159
Amortization of
intangible assets                 9                          -                  -                 9                     12                       -                   -                12
Impairment of long-lived
assets                            -                          -                  -                 -                      -                   2,332                   -             2,332
Total operating expenses $   13,170             $       16,073          $  10,976          $ 40,219          $      13,321          $       22,808          $    8,901          $ 45,030

Water Segment. The decrease in the Water segment operating expenses was due primarily to lower overall G&A and R&D costs, driven by a decrease in employee-related costs and share-based compensation. These costs were partially offset by higher overall S&M costs, driven primarily by higher employee compensation and employee benefits costs, and share-based compensation and incentive compensation expense.



Emerging Technologies Segment. The decrease of Emerging Technologies segment
operating expenses was due primarily to reduced VorTeq-related expense of
$6.8 million, which was partially offset by an increase of expenditures for
development of industrial and commercial refrigeration of $2.4 million. Total
VorTeq-related expense was $9.4 million during 2021, including R&D expenditures
of $7.2 million.

Corporate Operating Expenses. The increase of corporate operating expenses was
due primarily to higher share-based compensation expense, employee compensation
costs, incentive compensation expense, legal costs, and other costs, partially
offset by lower recruiting costs related to our chief executive officer search
in fiscal year 2020.

Other Income, Net
                                           Three Months Ended June 30,                                     Nine Months Ended September 30,
                                                 2021            2020                         2021                        2020

                                                               (In thousands)

Interest income                            $           36                    $    134                                                                 $    179                $    809

Other non-operating expense, net                        1                         (29)                                                                     (21)                    (59)
Total other income, net                    $           37                    $    105                                                                 $    158                $    750



Total other income, net decreased in the three and nine months ended
September 30, 2021, compared to the three and nine months ended September 30,
2020, due primarily to lower interest income. Our investment strategy, starting
in the first quarter of fiscal year 2020 through the second quarter of 2021,
shifted from debt investments to investments in money market funds due primarily
to the uncertainty caused by the COVID-19 pandemic. Starting in the third
quarter of 2021, we shifted our investments in money market funds back to debt
investments due to the strengthening of the economic environment.



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Income Taxes
                                            Three Months Ended September 30,            Nine Months Ended September 30,
                                                 2021                  2020                                         2021               2020
                                                                  (In thousands, except percentages)
(Benefit from) provision for income taxes $          393            $    796                                                       $   (990)          $  5,297
Discrete items                                         9                  28                                                          2,364                (54)
Provision for income taxes, excluding
discrete items                            $          402            $    824                                                       $  1,374           $  5,243
Effective tax rate                                  26.8  %             12.9  %                                                       (12.4  %)           18.8  %
Effective tax rate, excluding discrete
items                                               27.5  %             13.4  %                                                        17.2  %            18.6  %



The tax provision for interim periods is determined using an estimate of our
annual effective tax rate, adjusted for discrete items, if any, that arise
during the period. Each quarter, we update our estimate of the annual effective
tax rate, and if the estimated annual effective tax rate changes, we make a
cumulative adjustment in such period. The quarterly tax provision and estimate
of our annual effective tax rate are subject to variation due to several
factors, including variability in accurately predicting our pre-tax income or
loss and the mix of jurisdictions to which they relate, intercompany
transactions, the applicability of special tax regimes, and changes in how we do
business.

For the nine months ended September 30, 2021, the recognized income tax benefit
included a benefit primarily related to the U.S. federal R&D tax credit and a
discrete tax benefit due primarily to stock-based compensation windfalls. For
the nine months ended September 30, 2020, the recognized income tax charge
included a discrete tax charge related to the termination of the VorTeq License
Agreement, partially offset by a benefit primarily related to the U.S. federal
R&D tax credit and a discrete tax benefit due primarily to stock-based
compensation windfalls.

The decrease in the effective tax rate for the nine months ended September 30,
2021, as compared to the nine months ended September 30, 2020, is largely
related to the discrete tax benefit from stock-based compensation windfall tax
deductions. Excluding the discrete tax benefit in both nine month periods
presented, the effective tax rate was comparable.


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Liquidity and Capital Resources

Overview



From time to time, management and our Board of Directors reviews our liquidity
and future cash needs and may make a decision on (1) the return of capital to
our shareholders through a share repurchase program or dividend payout; or (2)
seek additional debt or equity financing. As of September 30, 2021, our
principal sources of liquidity consisted of (i) unrestricted cash and cash
equivalents of $65.7 million; (ii) investment-grade short-term and long-term
high-quality marketable debt instruments of $42.7 million that are primarily
invested in U.S. treasury securities, and corporate notes and bonds; and
(iii) accounts receivable, net of allowances, of $13.1 million. As of
September 30, 2021, there were unrestricted cash and cash equivalents of
$0.9 million held outside the U.S. 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. Although these securities are available for sale, we generally hold
these securities to maturity, and therefore, do not currently see a need to
trade these securities in order to support our liquidity needs in the
foreseeable future. The risk of this portfolio to us is in the ability of the
underlying companies to cover their obligations at maturity, not in our ability
to trade these securities at a profit. Based on current projections, we believe
existing cash balances and future cash inflows from this portfolio will meet our
liquidity needs for at least the next 12 months.

Stand-by Letters of Credit



From time-to-time, we enter into stand-by letters of credit ("SBLCs") related to
our product warranty and performance guarantees. As of September 30, 2021,
outstanding SBLCs totaled $14.1 million. See Note 6, "Lines of Credit - Stand-by
Letters of Credit," of the Notes for further discussion on outstanding SBLCs.

Share Repurchase Program



On March 9, 2021, our Board of Directors authorized a share repurchase program
(the "March 2021 Authorization") which we may repurchase, under management's
discretion, up to $50.0 million in aggregate cost of our outstanding common
stock. As of September 30, 2021, under the March 2021 Authorization, we may
repurchase additional shares of our outstanding common stock at an aggregate
cost of approximately $32.8 million. During the quarter ended September 30,
2021, we repurchased 295,728 shares at an aggregate cost of approximately $5.6
million. See Note 9, "Stockholders' Equity - Share Repurchase Program," of the
Notes for further discussion regarding the March 2021 Authorization.

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