UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One) | |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018 | |
or | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to | |
Commission File Number: 001-34112
Energy Recovery, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 01-0616867 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
1717 Doolittle Drive, San Leandro, CA 94577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (510) 483-7370
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of Each Class | Name of Exchange on Which Registered |
Common stock, $0.001 par value | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes þ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ☐ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer þ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes þ No
The aggregate market value of the voting stock held by non-affiliates amounted to approximately $284 million on June 30, 2018.
The number of shares of the registrant’s common stock outstanding as of February 28, 2019 was 54,107,060 shares.
DOCUMENTS INCORPORATED BY REFERENCE
As noted herein, the information called for by Part III is incorporated by reference to specified portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2019 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2018.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-KA (the “Amendment”) of Energy Recovery Inc (“the Company”) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, originally filed with the Securities and Exchange Commission on March 7, 2019 (the “Original Report”).
This Amendment is being filed solely to correct two administrative errors on the cover page of the Original Report with respect to the aggregate market value of the voting stock held by non-affiliates at June 30, 2018 and the number of shares outstanding of the Company’s common stock as of February 28, 2019. The correct amount of aggregate market value of the voting stock held by non-affiliates at June 30, 2018 was approximately $284 million. The correct number of shares of the Company’s common stock outstanding as of February 28, 2019, was 54,107,060.
This Amendment No. 1 speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Report. No other changes have been made to the Original Report.
As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the Company’s principal executive officer and principal financial officer, which are being filed as exhibits to the Amendment. Because the Amendment includes no financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
PART IV
Item 15 — Exhibits and Financial Statement Schedules
We have filed the following documents as Exhibits to this form 10-K/A:
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||
Form | File No. | Exhibit | Filing Date | |||
31.1 | X | |||||
31.2 | X | |||||
101.INS | XBRL Instance Document. | |||||
101.SCH | XBRL Taxonomy Extension Schema Document. | |||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Leandro, State of California, on the 11th day of March 2019.
ENERGY RECOVERY, INC. | |
By: /s/ CHRIS GANNON | |
Chris Gannon | |
President and Chief Executive Officer | |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | |
/s/ CHRIS GANNON | President and Chief Executive Officer | March 11, 2019 | |
Chris Gannon | (Principal Executive Officer) | ||
/s/ JOSHUA BALLARD | Chief Financial Officer | March 11, 2019 | |
Joshua Ballard | (Principal Financial and Accounting Officer) | ||
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