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, the 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, 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, natural gas processing and hydraulic
fracturing.

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 Water segment, we have
re-allocated resources to this segment's operations.

Water Segment



Our Water segment includes sales and marketing ("S&M") and R&D efforts, and
certain general and administrative ("G&A") activities related to the sales and
services of our products for seawater desalination, industrial wastewater, and
other water treatment applications. Our Water segment revenue is principally
derived from the sale of ERDs and high-pressure and circulation pumps to our
megaproject ("MPD"), original equipment manufacturers ("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, 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 our AM channel.



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  Table of Contents
During the quarter,
•we announced our second contract award for our new Ultra PX™ energy recovery
device, which will support the industrial wastewater treatment operations of a
natural gas plant in the Sichuan Province of China. Our Ultra PX is designed to
dramatically reduce the energy needs, costs and environmental impacts associated
with treating industrial wastewater in Ultra High-Pressure Reverse Osmosis
("UHPRO") applications. Our Ultra PX recovers up to 60 percent of wasted energy
when applied to UHPRO systems; and
•we announced a joint-marketing effort with DuPont Water Solutions ("DuPont"), a
global leader in purification and specialty-separation technologies, to spread
the knowledge of advanced solutions improving the efficiency of many industrial
wastewater treatment systems. We co-hosted a webinar with DuPont to discuss the
benefits of pairing our Ultra PX with DuPont membranes in industrial wastewater
treatment systems.

Emerging Technologies Segment



Our Emerging Technologies segment includes our R&D efforts in the continued
development of the VorTeq™, S&M and R&D efforts to support the sales and
development, respectively, of the IsoBoost™ in natural gas processing, R&D
efforts for new product development for other non-water treatment applications,
such as industrial and commercial refrigeration applications, and certain
emerging technologies-related S&M and G&A activity expenses previously reported
under corporate operating expenses.

Commercial and Industrial Refrigeration. The global refrigeration industry is a
leading user and emitter of hydro fluorocarbons ("HFCs"), which are a group of
powerful man-made greenhouse gases that can impact global warming thousands of
times more than CO2. More than 120 countries have signed on to the Kigali
Amendment, an amendment to the Montreal Protocol, which states the goal of
reducing HFC use by 80% by 2047. This year the United States ("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
HFC emissions in the U.S. by 85% by 2036, 11 years prior to the 2047 Kigali
Amendment target, by phasing down the production and import of HFCs. 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 CO2 refrigeration systems less costly and more
efficient to compete economically with incumbent refrigerants.

While we are at the early stages of developing this technology, we believe we
will be able to achieve efficiencies across a wider range of temperatures that
exceed incumbent CO2 refrigeration technologies, helping customers reduce the
operating cost of a natural gas refrigeration system and 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 research, development and testing is completed.



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Results of Operations

A discussion regarding our financial condition and results of operations for the
three months ended March 31, 2021, compared to the three months ended March 31,
2020, is presented below.

Total Revenue

                                                           Three Months Ended March 31,
                                                   2021                                      2020
                                                            % of Total                             % of Total
                                          $                  Revenue                $               Revenue                       Change
                                                                          (In thousands, except percentages)
Product revenue                    $      28,940                  100  %       $ 19,001                   88  %       $  9,939                52  %

License and development revenue                -                    -  %          2,543                   12  %         (2,543)             (100  %)
Total revenue                      $      28,940                  100  %       $ 21,544                  100  %       $  7,396                34  %



Product Revenue

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

                                                       Three Months Ended March 31,
                                               2021                                      2020
                                                       % of Product                           % of Product
                                      $                  Revenue                $               Revenue                      Change
                                                                      (In

thousands, except percentages)



Megaproject                    $      23,757                   82  %       $ 14,457                   76  %       $  9,300               64  %
Original equipment
manufacturer                           2,791                   10  %          3,556                   19  %           (765)             (22  %)
Aftermarket                            2,392                    8  %            988                    5  %          1,404              142  %

Total product revenue          $      28,940                  100  %       $ 19,001                  100  %       $  9,939               52  %



Our MPD channel continues to be the main driver of our revenue growth as revenue
from this channel benefits from the long project cycle. Our OEM channel, which
contains projects of shorter duration, was negatively affected by the economic
conditions in late fiscal year 2020 and early 2021, which ultimately delayed
certain new installation and upgrade projects, as well as non-critical plant
maintenance. Specifically, in our OEM channel, we sell into a number of
industries, including tourism and hospitality, which were greatly affected by
the COVID-19 pandemic. Our AM channel increased due primarily to an increase in
support and services rendered to our large project installed based customers in
the first quarter of fiscal year 2021.

License and Development Revenue



The change in license and development revenue was due to the termination of the
VorTeq License Agreement. In June 2020, we and Schlumberger Technology
Corporation ("Schlumberger") entered into an agreement to terminate the VorTeq
License Agreement effective 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 March 31,
                                               2021                                    2020
                                      $               Gross Margin             $            Gross Margin         Change in Product Gross Profit
                                                                      (In

thousands, except percentages)



Product gross profit and gross
margin                         $      19,959                69.0  %       $ 13,317                70.1  %       $     6,642              49.9  %



The increase in product gross profit was due primarily to higher revenues,
partially offset by a reduction in gross margin to 69.0% in the three months
ended March 31, 2021, from 70.1% in the three months ended March 31, 2020. The
decrease in gross margin was due primarily to lower average selling prices
related to product mix and higher manufacturing labor expenses, partially offset
by lower COVID-19 related charges.



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Operating Expenses

Total Operating Expenses

                                                              Three Months Ended March 31,
                                                      2021                                      2020
                                                               % of Total                             % of Total
                                             $                  Revenue                $               Revenue                      Change
                                                                           

(In thousands, except percentages)



General and administrative            $       6,606                   23  %       $  6,881                   32  %       $   (275)              (4  %)
Sales and marketing                           2,703                    9  %          2,138                   10  %            565               26  %
Research and development                      4,502                   16  %          6,709                   31  %         (2,207)             (33  %)
Amortization of intangible assets                 4                    -  %              4                    -  %              -                -  %

Total operating expenses              $      13,815                   48  %       $ 15,732                   73  %       $ (1,917)             (12  %)



General and administrative expenses. G&A expenses decreased due primarily to a
decrease in employee-related costs of $0.4 million, partially offset by higher
other costs of $0.2 million. Employee-related costs, as compared to the prior
year, decreased due primarily to lower recruiting costs related to our chief
executive officer search in fiscal year 2020, partially offset by higher
employee incentive compensation and share-based compensation expense.

Sales and marketing expenses. S&M expenses increased due primarily to an increase in employee-related costs of $0.4 million, marketing costs of $0.1 million and other costs of $0.1 million. Employee-related costs, as compared to the prior year, increased due primarily to higher employee compensation expense, share-based compensation expense and annual bonuses paid, partially offset by lower travel expenses.



Research and development expenses. R&D expenses decreased due primarily to lower
testing supplies expenditures of $1.9 million as we decreased testing activities
on VorTeq and shifted testing activities to refrigeration and other new
initiatives.

Segment and Corporate Operating Expenses



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
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 Water segment, we have re-allocated resources to this
segment's operations. Income and type of expense activities that are included in
our Water and Emerging Technologies segments and corporate operating expenses
are as follows:

Water segment: Includes seawater desalination sales and service, industrial
wastewater sales, service, R&D and S&M efforts, other water-related R&D
activities, and certain water-related S&M and G&A activity expenses previously
reported under corporate operating expenses.
Emerging Technologies segment: Includes R&D efforts in the continued development
of the VorTeq, S&M and R&D efforts to support the sales and development,
respectively, of the IsoBoost in natural gas processing, and R&D efforts for new
product development for other non-water treatment applications, such as
industrial and commercial refrigeration applications, and certain emerging
technologies-related S&M and G&A activity expenses previously reported under
corporate operating expenses.
Corporate operating expenses: Includes certain operating expenses related to
corporate activities outside of the operating segments, such as audit and
accounting expenses, general legal costs, board of director fees and expenses,
and other separately managed general expenses not related to the identified
segments.



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  Table of Contents
                                               Three Months Ended March 31, 2021                                             Three Months Ended March 31, 2020 (Recasted)
                                                   Emerging                                                                            Emerging
                              Water              Technologies            Corporate            Total               Water              Technologies            Corporate            Total
                                                                                                  (In thousands)
Operating expenses
General and
administrative           $   1,557             $        1,166          $   

3,883 $ 6,606 $ 2,079 $ 1,492

    $    3,310          $  6,881
Sales and marketing          2,164                        179                 360             2,703                 1,676                     312                 150             2,138
Research and development       501                      4,001                   -             4,502                   902                   5,807                   -             6,709
Amortization of
intangible assets                4                          -                   -                 4                     4                       -                   -                 4

Total operating expenses $   4,226             $        5,346          $    4,243          $ 13,815          $      4,661          $        7,611          $    3,460          $ 15,732



Water segment. The decrease in the Water segment operating expenses was due
primarily to lower overall G&A and R&D costs, both driven primarily by lower
employee-related costs, and allocation of certain R&D costs to emerging
technology projects. These costs were partially offset by higher overall S&M
costs, driven by increased employee-related costs and share-based compensation.

Emerging Technologies segment. The decrease of Emerging Technologies segment
operating expenses, was due primarily to reduced VorTeq-related expense of
$3.1 million, which was partially offset by a shift of expenditures for
development of industrial and commercial refrigeration of $0.8 million during
the three months ended March 31, 2021. Total VorTeq-related expense was
$3.5 million in the first quarter of fiscal year 2021, which included R&D
expenditures of $2.8 million.

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



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  Table of Contents
Other Income, Net
                                        Three Months Ended March 31,
                                               2021                  2020      Change

                                           (In thousands, except percentages)

Interest income                   $                         92                $  420            $ (328)

Other non-operating income, net                            (10)                  (12)                2
Total other income, net           $                         82                $  408            $ (326)

Total other income, net decreased due primarily to a decrease in interest income due to a shift from debt investments to investments in money market funds.



Income Taxes
                                                             Three Months Ended March 31,
                                                                                                  2021           2020                 Change
                                                                                                                     (In thousands, except percentages)
Benefit from income taxes                                                                                  $      (640)            $     (85)          $   (555)
Effective tax rate                                                                                               (10.3  %)             (15.9  %)
Effective tax rate, excluding discrete items                                                                      15.8  %               19.5  %



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, 2021, the recognized income tax benefit
included a discrete tax benefit of $1.6 million, due primarily to stock-based
compensation windfalls. For the three months ended March 31, 2020, the
recognized income tax benefit included a discrete tax benefit of $0.2 million,
due primarily to stock-based compensation windfalls.



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  Table of Contents
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 March 31, 2021, our principal
sources of liquidity consisted of: (i) unrestricted cash and cash equivalents of
$105.4 million; (ii) short-term investments of $14.6 million that are primarily
invested in marketable debt instruments such as corporate notes and bonds and
U.S. Treasury securities; and (iii) accounts receivable, net of allowances of
$16.4 million. As of March 31, 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.

As of March 31, 2021, we had $1.1 million of short-term contract assets which
only represents unbilled trade receivables from certain Water segment contract
sales which includes contractual holdback provisions, pursuant to which we will
invoice the final retention payment due within the next 12 months. The customer
holdbacks represent amounts intended to provide a form of security for the
customer; and accordingly, these contract assets have not been discounted to
present value. The retention payments with no performance conditions are
recorded as trade receivables.

Loan and Pledge Agreement - Stand-By Letters of Credit



We entered into a loan and pledge agreement with a financial institution during
January 2017, which has been amended multiple times to accommodate the growth of
the Company (the original loan and pledge agreement and its subsequent
amendments are hereinafter referred to as the "Loan and Pledge Agreement").
Under the Loan and Pledge Agreement, we are allowed to issue stand-by letters of
credit ("SBLCs") up to one year past the expiration date of the Loan and Pledge
Agreement and to hold SBLCs with other financial institutions up to
$5.1 million. SBLCs have a term limit of three years, are secured by pledged
U.S. investments, and do not have any cash collateral balance requirement. SBLCs
are deducted from the total revolving credit line under the Loan and Pledge
Agreement and are subject to a non-refundable quarterly fee that is in an amount
equal to 0.7% per annum of the face amount of the outstanding SBLCs. As of
March 31, 2021, outstanding SBLCs totaled $12.9 million.

Share Repurchase Program



On March 9, 2021, our Board of Directors authorized a share repurchase program
(the "March 2021 Authorization") under which we, under management's discretion,
may repurchase up to $50.0 million in aggregate cost of our outstanding common
stock. As of March 31, 2021, no shares have been repurchased under the March
2021 Authorization.

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