Overview

Energy Recovery, Inc. (the "Company", "Energy Recovery", "we", "our" and "us")
designs and manufactures solutions that make industrial processes more efficient
and sustainable. Leveraging our pressure exchanger technology, which generates
little to no emissions when operating, our solutions lower costs, save energy,
reduce waste and minimize emissions for companies across a variety of industrial
processes. As the world coalesces around the urgent need to address climate
change and its impacts, we are helping companies reduce their energy consumption
in their industrial processes, which in turn, reduces their carbon footprint. We
believe that our customers do not have to sacrifice quality and cost savings for
sustainability and are committed to developing solutions that drive long-term
value - both financial and environmental.

The original product application of our technology, the PX® Pressure Exchanger®
("PX") energy recovery device ("ERD"), was a major contributor to the
advancement of seawater reverse osmosis desalination ("SWRO"), significantly
lowering the energy intensity and cost of water production globally from SWRO.
We have since introduced our pressure exchanger technology to the fast growing
industrial wastewater ("IWW") filtration market, such as battery manufacturers,
mining operations, and manufacturing plants that discharge wastewater with
significant levels of metals and pollutants, as well as the commercial and
industrial refrigeration market.

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
enhance environmental sustainability and improve productivity by reducing waste
and energy consumption in high-pressure industrial fluid-flow systems. This
versatile technology works as a platform to build product applications and is at
the heart of many of our products. In addition, we have engineered and developed
ancillary devices, such as our hydraulic turbochargers ("Turbochargers") and
boosters, that complement our ERDs.

Quarterly Highlights



In January and April 2022, we announced contract awards totaling nearly
$45.0 million for our PX ERDs as well as several of our PX PowerTrain™ solutions
for desalination plants in the Kingdom of Saudi Arabia and other countries
within the Gulf region. These contract orders are expected to be fulfilled by
the end of fiscal year 2023.

In February 2022, we announced awards totaling $0.9 million to supply our PX
ERDs and an array of pumps to support IWW treatment operations at a
battery-grade lithium carbonate manufacturing facility in Tibet, China and a
textile wastewater treatment facility in Rajasthan, India. The textile
wastewater treatment facility in India will utilize a combination of our PXs,
turbochargers, and boosters to maximize efficiency.

In April 2022, IR Magazine, the independent, global voice of the investor
relations profession, awarded to Energy Recovery as the winner of the "Best ESG
Reporting (small to mid-cap company)" for our 2020 ESG Report. For further
details on our Environmental, Social and Governance ("ESG") efforts and
initiative, please refer to our website at
"https://ir.energyrecovery.com/websites/energyrecover/English/6500/esg-at-energy-recovery.html#".
We have included this website address only as an inactive textual reference and
do not intend it to be an active link to our website.



                 Energy Recovery, Inc. | Q1'2022 Form 10-Q | 20

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  Table of Contents
Results of Operations

A discussion regarding our financial condition and results of operations for the
three months ended March 31, 2022, compared to the three months ended March 31,
2021, is presented below.

Revenue

Variability in revenue from quarter to quarter is typical, therefore year-on-year year-to-date comparisons are not necessarily indicative of the trend for the full year due to these variations.

Revenues by channel customers are presented in the following table.



                                                            Three Months Ended March 31,
                                                  2022                                          2021
                                      $                  % of Revenue                $               % of Revenue                      Change
                                                                         

(In thousands, except percentages)



Megaproject                    $      23,840                        73  %       $ 23,757                        82  %       $     83                -  %
Original equipment
manufacturer                           4,671                        14  %          2,791                        10  %          1,880               67  %
Aftermarket                            4,035                        13  %          2,392                         8  %          1,643               69  %

Total revenues                 $      32,546                       100  %       $ 28,940                       100  %       $  3,606               12  %



The MPD channel is 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 shipment
cycle which is project specific. During the first quarter, as compared to prior
year, we have observed an increase in project sizes and project count, which
will increase revenues as product is shipped according to the project schedule.

The OEM channel, where we sell into a number of industries, including tourism
and hospitality, contains projects of shorter duration. The increases in SWRO
OEM channel revenues, as compared to the prior year, we believe were due
primarily to pent up demand from the effects of COVID-19. The OEM channel had
higher revenues related to increased project sizes in the Middle East and
Africa, Asia, and America regions. In addition, the IWW OEM channel revenues,
which accounted for 9% of total OEM revenues in the first quarter of 2022,
increased 21% over prior year.

The AM channel revenues generally fluctuate from year-to-year depending on
support and services rendered to our installed customer base. In 2022, we
experienced increased sales of product 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 near future. The AM channel had higher revenues related to
spare parts consumption in the Asia and America regions.

Gross Profit and Gross Margin

Gross profit represents our 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.



                                                     Three Months Ended March 31,
                                              2022                                    2021
                                     $               Gross Margin             $            Gross Margin         Change in Product Gross Profit
                                                                     (In

thousands, except percentages)



Gross profit and gross margin $      23,048                70.8  %       $ 19,959                69.0  %       $     3,089              15.5  %



The increase in gross profit was due primarily to higher revenues related to increased sales of PXs, pumps and turbochargers, and an increase in product gross margin. The higher gross margin was due primarily to higher increased average selling price of our PXs and manufacturing efficiencies, partially offset by higher labor and material costs.

Energy Recovery, Inc. | Q1'2022 Form 10-Q | 21

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  Table of Contents
Operating Expenses

Total Operating Expenses

                                                                   Three Months Ended March 31,
                                                         2022                                          2021
                                             $                  % of Revenue                $               % of Revenue                      Change
                                                                           

(In thousands, except percentages)



General and administrative            $       6,551                        20  %       $  6,610                        23  %       $    (59)              (1  %)
Sales and marketing                           3,364                        10  %          2,703                         9  %            661               24  %

Research and development                      4,911                        15  %          4,502                        16  %            409                9  %

Total operating expenses              $      14,826                        46  %       $ 13,815                        48  %       $  1,011                7  %



General and Administrative Expenses. The decrease in general and administrative
("G&A") expenses was due primarily to lower legal fees and employee compensation
costs, partially offset by higher bank charges and administrative costs.

Sales and Marketing Expenses. The increase in sales and marketing ("S&M") expenses was due primarily to higher employee-related costs, higher marketing costs, such as trade shows and marketing materials and increased travel expenditures.

Research and Development Expenses. The increase in R&D expenses was due primarily to an increase in expenditures related to CO2 and other projects, partially offset by lower employee compensation, share-based compensation and travel expenses.

Segment and Corporate Operating Expenses



Expense activities that are included in our Water and Emerging Technologies
segments and corporate operating expenses are presented below. See Note 9,
"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 March 31, 2022                                                   Three Months Ended March 31, 2021
                                                           Emerging                                                                            Emerging
                                      Water              Technologies            Corporate            Total               Water              Technologies            Corporate            Total
                                                                                                          (In thousands)
Operating expenses
General and administrative       $   1,464             $          908          $    4,179          $  6,551          $   1,561             $        1,166          $    3,883          $  6,610
Sales and marketing                  2,301                        527                 536             3,364              2,164                        179                 360             2,703

Research and development               800                      4,111                   -             4,911                501                      4,001                   -             4,502

Total operating expenses         $   4,565             $        5,546          $    4,715          $ 14,826          $   4,226             $        5,346          $    4,243          $ 13,815



Water Segment. The increase in the Water segment operating expenses of
$0.3 million was due primarily to an increase in expenditures related to new
initiatives related to industrial wastewater, and an increase in travel costs,
partially offset by lower employee and share-based compensation expenses, and a
decrease in consulting expenses.

Emerging Technologies Segment. The increase of the Emerging Technologies segment
operating expenses of $0.2 million was due primarily to higher R&D expenditures
and an increase in consulting expenses, partially offset by lower employee and
share-based compensation expenses, and lower depreciation expenses. The higher
expenditures included an increase of $1.4 million related to refrigeration and
other initiatives, partially offset by a reduction in VorTeq-related
expenditures of $1.3 million.

Corporate Operating Expenses. The increase of the corporate operating expenses
of $0.5 million was due primarily to an increase in employee compensation,
share-based compensation and travel expenses, partially offset by lower legal
fees.



                 Energy Recovery, Inc. | Q1'2022 Form 10-Q | 22

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  Table of Contents
Other Income, Net
                                                                            Three Months Ended March 31,
                                                                            2022                       2021       Change

                                                                                                                                          (In thousands)

Interest income                                                                                                              $      61                    $     92                $    (31)

Other non-operating income (expense), net                                                                                           56                         (10)                     66
Total other income, net                                                                                                      $     117                    $     82                $     35

The increase in Total other income, net was due primarily to sales of scrap assets previously written off partially offset by lower interest income.

Income Taxes

Three Months Ended March 31,


                                                                                                             2022             2021
                                                                                                                         (In thousands, except percentages)
Provision for (benefit from) income taxes                                                                             $            445            $    (640)
Discrete items                                                                                                                     599                1,627
Provision for income taxes, excluding discrete items                                                                  $          1,044            $     987
Effective tax rate                                                                                                                 5.3  %             (10.3  %)
Effective tax rate, excluding discrete items                                                                                      12.5  %              15.8  %



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 three months ended March 31, 2022, the recognized income tax expense
included a benefit primarily related to the United States of America (the
"U.S.") federal foreign-derived intangible income ("FDII") deduction as we
expect to utilize all of our net operating loss ("NOL") carryforwards in fiscal
year 2022 due to our projected income exceeding the amount of NOL carryforwards,
and federal R&D tax credit, along with a discrete tax benefit due primarily to
stock-based compensation windfalls. For the three months ended March 31, 2021,
the recognized income tax benefit included the U.S. federal R&D tax credit along
with a discrete tax benefit due primarily to stock-based compensation windfalls.

The effective tax rate excluding discrete items was lower largely related to the FDII benefit projected for the 2022 fiscal year.

Energy Recovery, Inc. | Q1'2022 Form 10-Q | 23

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  Table of Contents
Liquidity and Capital Resources

Overview



From time-to-time, management and our Board of Directors review 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 March 31, 2022, our
principal sources of liquidity consisted of (i) unrestricted cash and cash
equivalents of $44.5 million; (ii) investment-grade short-term and long-term
marketable debt instruments of $52.0 million that are primarily invested in
corporate notes and bonds; and (iii) accounts receivable, net of allowances, of
$26.7 million. As of March 31, 2022, there were unrestricted cash and cash
equivalents of $1.0 million held outside the U.S. We invest cash not needed for
current operations predominantly in 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.

Credit Arrangements



We entered into a credit agreement with JPMorgan Chase Bank, N.A. ("JPMC") on
December 22, 2021 ("Credit Agreement") to provide us with additional capital to
fuel our growth and expansion into emerging markets utilizing our pressure
exchanger technology. The Credit Agreement, which will expire on December 21,
2026, provides a committed revolving credit line of $50.0 million and includes
both a revolving loan and a letters of credit ("LCs") component. Upon entering
into the Credit Agreement, we terminated the existing Loan and Pledge Agreement
dated January 27, 2017 with Citibank, N.A. ("Loan and Pledge Agreement"). As of
March 31, 2022 we were in compliance with all covenants under the Credit
Agreement.

Under the Credit Agreement, as of March 31, 2022, there were no revolving loans
outstanding. In addition, as of March 31, 2022, under the LCs component, we
utilized $20.4 million of the maximum allowable credit line of $25.0 million,
which includes newly issued LCs, and previously issued and unexpired stand-by
letters of credits ("SBLCs") and certain non-expired commitments under the
Company's previous Loan and Pledge Agreement which are guaranteed under the
Credit Agreement.
As of March 31, 2022, all of the issued and unexpired SBLCs issued under the
Loan and Pledge Agreement were covered as a LC issuance under the Credit
Agreement, and together with new LC issuances under the Credit Agreement, there
were $13.1 million of outstanding LCs with a weighted average remaining life of
twelve months. See Note 6, "Lines of Credit," of the Notes for further
discussion related to the Credit Agreement.

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, which includes both the share
value of the acquired common stock and the fees charged in connection with
acquiring the common stock. Since inception of the March 2021 Authorization, we
repurchased 1,680,659 shares at an aggregate cost of approximately
$31.4 million. As of March 31, 2022, under the March 2021 Authorization, we may
repurchase additional shares of our outstanding common stock at an aggregate
cost of approximately $18.6 million.

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