DEAR FELLOW SHAREHOLDER:
Ocean Power Technologies, Inc. (OPT) is at an important turning point on its evolutionary path from a
“big idea” research and development company to a fully marketable solutions provider. Despite notable
commercial success over the past few years, our progression toward our objective of sustainable revenue and
profitability has been lengthy. Though we remain committed to achieving this objective, we continue to pursue
strategic shifts that accelerate our progress on this path.
SOLUTIONS FOCUS
As we navigate a rapidly changing business landscape created in part by the worldwide COVID-19 pandemic
and attempts to respond to and limit its impacts, we are focused on developing solutions for the markets that
need them. Since pivoting in 2015 from grid-connected wave energy conversion research and development
to autonomous offshore power and communications solutions, we have developed and commercialized the
Company’s first product, the PB3 PowerBuoy®. In fiscal 2020, this led to the first product sale in company
history and the subsequent introduction of two complementary new products, the hybrid PowerBuoy® and
OPT’s Subsea Battery. In addition, this past summer, we deployed our hybrid PowerBuoy® off the coast of
New Jersey, and we announced the launch of our Marine Surveillance Solution that integrates state-of-the-art
security sensors and software with our autonomous PowerBuoys® to monitor over 1600 square miles of ocean
surface activity.
However, customers do not approach OPT seeking a product; instead, they seek engineered solutions to
their complex problems. As offshore industries and marine agencies continue to embrace what OPT has
envisioned—an ocean-based renewable energy transition enabling autonomous data gathering and marine
intervention—we devote our time and technical resources to developing new and unique solutions that use
our impressive suite of market-driven products at their core.
NEW MARKETS
While OPT continues to focus on servicing customers within offshore oil and gas, defense, maritime security,
and science and research, we are working to penetrate new markets that we believe will benefit from our
autonomous power and communications solutions. For instance, illegal, unreported, and unregulated (IUU)
fishing has severe global economic and environmental impacts. As a result, governments are seeking out new
tools to monitor, interdict, and prosecute IUU activity in heavily fished and marine protected areas. We believe
OPT’s Marine Surveillance Solution is well suited to address these needs, using advanced communications
networks, such as multiple integrated units, to relay actionable intelligence throughout territorial waters.
COMMERCIAL LEADERSHIP
In the past year, OPT has added new and experienced professionals to the senior leadership team to guide
business development, sales, and marketing efforts. Our growing commercial team is expanding OPT’s
reach in new areas of the world, while our new regional office in Houston, Texas, fortifies our commitment to
developing opportunities in the United States. In just over one year, OPT has more than tripled its commercial
focus through new or recently reassigned commercial roles. We are also leveraging expert industry consultants
to find potential end-users in new target markets that might benefit from our solutions.
STRATEGIC GROWTH
As part of our commercial efforts, OPT is leveraging partnerships that drive innovation, increase value
proposition, and position the Company for success in new and established markets. Partnerships are an
important way to expand technical and operational capabilities, develop new organic revenue channels
through joint marketing efforts, and complement current value propositions.
Alongside our expanding organic commercial efforts, we have initiated a new strategy to further strengthen
value propositions, supplement revenue streams, and augment cash flow through appropriate acquisitions.
We will continue to selectively evaluate other entities that may bring strategic synergies, complementary
solutions, and thought leadership to broaden our offerings and bring greater value to customers.
CORPORATE GOVERNANCE
OPT continually seeks to deepen its expertise across multiple facets of the offshore industry, finance, and
corporate governance. At this year’s shareholder meeting, OPT is introducing several new nominees to join the
Board, each of which provides decades of experience leading complex businesses, including work in offshore
environments in remote parts of the world where OPT seeks to operate. We encourage our shareholders to
review their relevant and successful backgrounds.
We are confident that a refreshed and refocused strategy positions OPT to deliver shareholder value in FY2021
and for the long-term. We remain committed to strengthening OPT’s position as a world leader in autonomous
offshore power solutions.
Sincerely yours,
George H. Kirby
President and Chief Executive Officer
Terence J. Cryan
Chairman of the Board
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2020
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 001-33417
Ocean Power Technologies, Inc.
Delaware
(State or other jurisdiction of
incorporation or organization)
22-2535818
(I.R.S. Employer
Identification No.)
28 ENGELHARD DRIVE, SUITE B
MONROE TOWNSHIP, NJ 08831
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (609) 730-0400
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.001
Name of Exchange on Which Registered
The Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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 [ ]
No [X]
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. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
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 such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth 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. (Check one):
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the common stock of the registrant held by non-affiliates as of October 31, 2019, the last business day
of the registrant’s most recently completed second fiscal quarter, was $9.3 million based on the closing sale price of the registrant’s common
stock on that date as reported on the Nasdaq Capital Market.
The number of shares outstanding of the registrant’s common stock as of June 23, 2020 was 17,120,565.
OCEAN POWER TECHNOLOGIES, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Business .................................................................................................................................................
Item 1.
Item 1A. Risk Factors ............................................................................................................................................
Item 1B. Unresolved Staff Comments ..................................................................................................................
Properties ...............................................................................................................................................
Item 2.
Legal Proceedings ..................................................................................................................................
Item 3.
Item 4. Mine Safety Disclosures.........................................................................................................................
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ....................................................................................................................................
Item 6.
Selected Financial Data ..........................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .................
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...............................................................
Item 8.
Financial Statements and Supplementary Data ......................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................
Item 9.
Item 9A. Controls and Procedures ........................................................................................................................
Item 9B. Other Information ...................................................................................................................................
PART III
Item 10. Directors, Executive Officers and Corporate Governance .....................................................................
Item 11. Executive Compensation ........................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ...................................................................................................................................................
Item 13. Certain Relationships and Related Transactions, and Director Independence .......................................
Item 14. Principal Accountant Fees and Services ................................................................................................
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PART IV
Item 15. Exhibits, Financial Statement Schedules ................................................................................................
54
PowerBuoy® and the Ocean Power Technologies logo are trademarks of Ocean Power Technologies, Inc. All
other trademarks appearing in this annual report are the property of their respective holders.
i
Special Note Regarding Forward-Looking Statements
We have made statements in this Annual Report on Form 10-K (the “Annual Report”) in, among other sections,
Item 1 - “Business,” Item 1A - “Risk Factors,” Item 3 - “Legal Proceedings,” and Item 7 - “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” that are forward-looking statements. Forward-looking
statements convey our current expectations or forecasts of future events. Forward-looking statements include statements
regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for
future operations. The words “may,” “continue,” “estimate,” “intend,” “plan,” “will,” “believe,” “project,” “expect,”
“anticipate” and similar expressions may identify forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward-looking.
Any or all of our forward-looking statements in this Annual Report may turn out to be inaccurate. We have based
these forward-looking statements on our current expectations and projections about future events and financial trends that
we believe may affect our financial condition, results of operations, business strategy and financial needs. They may be
affected by inaccurate assumptions we might make or unknown risks and uncertainties, including the risks, uncertainties
and assumptions described in Item 1A - “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-
looking events and circumstances discussed in this Annual Report may not occur as contemplated and actual results could
differ materially from those anticipated or implied by the forward-looking statements.
You should not unduly rely on these forward-looking statements, which speak only as of the date of this filing.
Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect
new information or future events or otherwise.
Our fiscal year begins on May 1 and ends on April 30. When we refer to a particular fiscal year, we are referring
to the fiscal year ending on April 30 of that year. References to fiscal 2020 are to the fiscal year ended April 30, 2020.
Unless the context indicates otherwise, the terms “Company,” “Ocean Power Technologies,” “OPT,” “we,” “our”
or “us” as used herein refers to Ocean Power Technologies Inc. and its subsidiaries.
ii
ITEM 1. BUSINESS
Overview
PART I
Ocean Power Technologies aspires to transform the world through innovative ocean-energy solutions. We are a
marine power solutions provider that designs, manufactures, sells, and services our products while working closely with
partners that provide payloads, integration services, and marine installation services. Our solutions provide distributed
offshore power which is persistent, reliable, and economical along with power and communications for remote surface and
subsea applications. Our mission and purpose is to utilize our proprietary, state-of-the-art technologies to reduce the global
carbon footprint by providing renewable energy solutions for reliable electrical power and, in so doing, drive demand for
our products and services, thus realizing positive stockholder returns.
We also continue to develop and commercialize our proprietary systems that generate electricity by harnessing
the renewable energy of ocean waves for our PowerBuoy®, and solar power for our newest product, the hybrid
PowerBuoy® (the “hybrid”). The PB3 PowerBuoy® (the “PB3”) uses proprietary technologies that convert the kinetic
energy created by the heaving motion of ocean waves into electricity. Based on feedback from our current customers,
discussions with potential future customers in the offshore oil and gas, defense and security, science and research, and
communications, as well as government applications in fishery protection, together with our market research and publicly
available data, we believe that numerous markets have a direct need for our solutions. While our recent projects have been
in the oil and gas industry, we believe there is an increasing need for our products and solutions in areas such as fishery
protection, offshore windfarm support, marine surveillance, and ocean-based laboratories. We believe that having
demonstrated the capability of our solutions we can advance our product and services and gain further adoption from our
target markets. Our marketing efforts are focused on offshore locations that require a cost-efficient solution for renewable,
reliable and persistent power and communications, either by supplying electric power to payloads that are integrated
directly with our product or located in its vicinity, such as on the seabed and in the water column. We believe we are the
leader in offshore autonomous ocean wave power conversion technology which provides renewable power for offshore
operations that were previously difficult to decarbonize.
Our achievements during fiscal 2020 included the Company’s first commercial sale of a PB3 to Enel Green Power
(“EGP”). We continued work on projects with Premier Oil (“PMO”) and Eni S.p.A. (“Eni”) and commenced work with
the U.S. Navy Small Business Innovation Research (“U.S. SBIR”) program, and a leading oil & gas operator. During the
fiscal year, the Company continued development of the hybrid and its subsea battery solutions. The Company also signed
a memorandum of understanding with Modus Seabed Intervention Ltd. (“Modus”) to develop and deliver innovative
solutions including a combined Autonomous Underwater Vehicle (“AUV”) charging station which will be able to utilize
the PowerBuoy® system for topside charging and communications.
We were incorporated under the laws of the State of New Jersey in April 1984 and began commercial operations
in 1994. On April 23, 2007, we reincorporated in Delaware.
Our Products
PB3 PowerBuoy®
The PB3 generates electricity by harnessing the renewable energy of ocean waves. In addition to our PB3, we
continue to develop our PowerBuoy® product line including our turnkey surveillance system, the hybrid and the subsea
battery.
The PB3 features a unique onboard power take-off (“PTO”) system, which incorporates both energy storage and
energy management and control systems. The PB3 generates a nominal name-plated capacity rating of up to a nominal 3
kilowatts of peak power during recharging of the onboard batteries. Power generation is deployment-site dependent
whereby average power generated can increase substantially at very active sites. Our standard energy storage system
(“ESS”) has an energy capacity of up to a nominal 150 kilowatt-hours to meet specific application requirements. We believe
there is a substantial addressable market for the current capabilities of our PB3, which we believe could be utilized in a
variety of applications.
The PB3 is designed to generate power for use independent of the power grid in remote offshore locations. The
hull consists of a main spar structure loosely moored to the seabed and surrounded by a floating annular-structure that can
freely move up and down in response to the passage of the waves. The PTO system includes a mechanical actuating system,
an electrical generator, a power electronics system, our control system, and our ESS which is sealed within the hull. As
ocean waves pass the PB3, the mechanical stroke action created by the rising and falling of the waves is converted into
rotational mechanical energy by the PTO, which in turn, drives the electric generator. The power electronics system then
conditions the electrical output which is collected within an ESS. The operation of the PB3 is controlled by our customized,
proprietary control system.
1
The control system uses sensors and an onboard computer to continuously monitor the PB3 subsystems. We
believe that this ability to optimize and manage the electric power output of the PB3 is a significant advantage of our
technology. In the event of large storm waves, the control system automatically locks the PB3 and electricity generation is
suspended. However, the load center (either the on-board payload or one in the vicinity of the PB3 may continue to receive
power from the ESS. When wave heights return to normal operating conditions, the control system automatically unlocks
the PB3 and electricity generation and ESS replenishment recommences. This safety feature helps to prevent the PB3 from
being damaged by storms.
The PB3 can be transported over land to the deployment port using conventional transportation methods. Once at
port, the PB3 can be lifted into the water or onboard a vessel using a readily available crane of appropriate capacity. The
PB3 may then be towed to site using a standard vessel (if the location is within an appropriate distance from the port), or
the PB3 may be carried aboard a vessel to its offshore location and craned into the water at site. The PB3 is then attached
to the mooring system, which is installed during a separate operation, after which a brief commissioning process places the
PB3 into operation.
We believe that using wave energy for electricity generation has the following potential benefits, compared to
existing incumbent solutions.
● Scalability within a small site area. Due to the dense energy in ocean waves, we believe that
the electricity may be aggregated to supply electricity to larger payloads as a result of multiple
PB3 which are placed in an array, occupying a relatively small area. We believe the array of a
larger number of PB3 could offer end users a variety of advantages in availability, reliability
and scalability.
● Predictability. The generation of power from wave energy can be forecasted several days in
advance. Available wave energy can be calculated with a high degree of accuracy based on
satellite images and meteorological data, even when the wave field is hundreds of miles away
and days from reaching a PB3. Therefore, we believe end-users relying on PB3 for power may
be able to proactively plan their logistics, payload scheduling and other operational activities
based on such data.
● Constant source of energy. The annual occurrence of waves at specific sites can be relatively
constant and defined with relatively high accuracy. Based on our studies and analyses of
various sites of interest, we believe that we will be able to deploy our PB3 in locations where
the waves could produce usable electricity for the majority of the year.
Based on our market research and publicly available data, including but not limited to the U.S. Department of
Energy (“DOE”) 2019 Powering the Blue Economy Report, the Westwood Energy World ROV Operations Forecast 2019-
2023, and the World Bank Database, we believe that numerous markets have a direct need for our PB3 including offshore
oil and gas, defense and security, science and research and communications, as well as government applications in fishery
protection. Depending on payload power requirements, sensor types and other considerations, we have found that our PB3
could satisfy several application requirements within these markets. We believe that the PB3 consistently generates
sufficient power to meet the requirements of many potential customer applications within our target markets, and that the
hybrid could provide ample power in geographies where wave conditions may not be sufficient to allow the PB3 to generate
sufficient power on its own for load center requirements.
hybrid PowerBuoy®
The Company has created a hybrid PowerBuoy® that is a solar powered and liquid-fueled surface buoy, compared
to the wave power generating PB3. The hybrid is powered primarily through solar panels with liquid-fueled back-up and
is capable of providing reliable power in remote offshore locations, regardless of ocean wave conditions. We believe this
product is to be highly complementary to the PB3 by providing the Company the opportunity to address a broader spectrum
of customer deployment needs, including low-wave environments, with the potential for greater product integration within
each customer project. It is primarily intended for shorter term deployment applications such as electric remotely operated
vehicle (“eROV”) or (“ROV”) and AUV inspections and short-term maintenance, topside surveillance and
communications, and subsea equipment and controls. The hybrid is anticipated to be quickly deployable and cost-effective
solution. The design has a high payload capacity for communications and surveillance, with the capability of being tethered
to subsea payloads such as batteries, or with a conventional anchor mooring system. The hybrid generates power from both
an array of solar panels and an efficient, clean burning 1kW Stirling engine fueled by liquid propane (or biofuel for
Generation 2). This energy is stored in onboard batteries which power the aforementioned subsea and topside payloads.
The Company has designed the hybrid with a Stirling engine backup system to outperform traditional diesel buoys, which
we believe have more frequent service and refueling intervals and higher carbon intensities. We believe the hybrid will be
able to operate over a broad range of temperature and ocean wave conditions than existing diesel buoys.
2
The towable, boat-shaped hull design of the hybrid is appropriate for deployment anywhere in the world. Power
is generated independent of wave activity, making it a perfect solution for providing power through extreme weather and
in heaving seas, or in calm, low wave environments and is complimentary to the PB3.
As with the PB3, the control system uses sensors and an onboard computer to continuously monitor the hybrid
subsystems. We believe that this ability to optimize and manage the electric power output of the hybrid is a significant
advantage of our technology. In the event of extended cloudy periods, the control system automatically switches electricity
generation from the solar panels to the backup engine. However, the load center, either the on-board payload or one in the
vicinity of the hybrid, may continue to receive power from the on-board ESS. When more suitable solar power generation
conditions return, the control system automatically stops the backup up engine and ESS replenishment recommences by
way of solar electricity generation.
The hybrid is designed for use with a single point umbilical and mooring but can be adapted for a 3-point mooring
installation for use as a temporary replacement for PB3 installations during planned maintenance or repairs.
The hybrid can be transported over land to the deployment port using conventional transportation methods. Once
at port, the hybrid can be lifted into the water or onboard a vessel using a readily available crane of appropriate capacity.
The hybrid may then be towed to site using a standard vessel (if the location is within an appropriate distance from the
port), or the hybrid may be carried aboard a vessel to its offshore location and craned into the water at site. The hybrid is
then attached to the single point mooring system, which is installed during a separate operation, after which a brief
commissioning process places the hybrid into operation.
The hybrid is configured with a nominal 30 kilowatt-hours of battery energy storage and over 1 megawatt-hour
of stored energy in the propane system. While the batteries are primarily charged through solar power generation, the
propane powered Stirling engine system on the hybrid can be considered reserve energy storage, with propane having a
much higher energy storage density than lithium-ion batteries. It can be utilized when needed based on load demand and
will provide approximately 1megawatt-hour of stored energy capacity. Our research suggests this amount of stored energy
offers an attractive local, autonomous energy solution for clients in a range of industries, including but not limited to oil
and gas and marine observation, particularly for shorter term deployments.
Subsea Battery
We are also developing a subsea battery that is complementary to both of our PowerBuoy® products and can be
deployed together with our PowerBuoys® or on its own. It offers customers the option of placing additional modular and
expandable energy storage on the seabed near existing or to be installed subsea equipment. Our lithium ion subsea batteries
supply power that can enable subsea equipment, sensors, communications and AUV and eROV recharge. Our range of
PowerBuoys® is complimentary to the subsea batteries by providing a means for recharging during longer term
deployments, or the batteries can be used independently for shorter term deployments. Ideal for many remote offshore
customer applications, these subsea batteries are anticipated to be high performance, cost-efficient, and quickly deployable.
The subsea battery solutions are currently undergoing prototyping.
The subsea battery has been designed to provide continuous and/or short-term power supply from its integrated
energy storage system, enabling us to supply into a range of industries and applications, from backup power to critical
subsea infrastructure to continuous operation of subsea equipment, such as electric valves. The base design of the subsea
battery has a nominal 100 kilowatt-hours of energy storage. The subsea battery can be transported over land to the
deployment port using conventional transportation methods. Once at port, the subsea battery can be lifted onboard a vessel
using a readily available crane of appropriate capacity. The battery can then be carried aboard a vessel to its offshore
location and craned into the water at site. It comes installed on a ready deployable subsea skid suitable for installation on
the seabed. The subsea battery can be integrated into other subsea equipment on land prior to deployment. The battery is
then connected to the other components on the seabed with the use of ROVs or divers.
Our analysis suggests that the growing demand for electrification of subsea infrastructure, and an increased switch
to autonomous and renewable solution, offers multiple opportunities for deploying subsea battery powered solutions over
the next few years.
Competitive Advantages
We are commercializing our PB3 and hybrid PowerBuoys® and subsea battery by targeting customers in our
principal markets (offshore oil and gas, defense and security, science and research and communications, as well as
government applications in fishery protection that require reliable and persistent power sources in remote offshore locations
for short and long-term deployments. We believe that our solutions and our existing commercial relationships provide the
following competitive advantages in our target markets.
3
● Numerous applications within multiple major market segments. We have designed our products to
address multiple offshore applications around the world. In particular, we are targeting customers with
multiple applications within the offshore oil and gas, defense and security, science and research, and
communications, as well as government applications in fishery protection. Our PB3 is designed for
longer-term deployment in high ocean wave climates. Our hybrid is designed to meet the needs of
customers with projects in low sea state locations and/or those requiring short-term deployments. We
believe our subsea battery enables persistent power to be delivered from the seabed to support
autonomous, all-electric subsea operations. Together, all these products can be integrated to provide
customized power solutions for our customers. Our PowerBuoy® products can also act as self-powered
solution platforms for payloads such as our surveillance package which can provide real-time perimeter
security, vessel tracking and Exclusion Zone Monitoring® (“EZM”) for government defense and fishery
protection.
● Considerable life-cycle cost savings over current solutions for many applications. Our PB3 is designed
to operate over extended intervals between required servicing, compared to several current solutions
which we found to require more servicing using offshore vessels. We believe that our PB3 reduces costs
over multi-year operations compared with current solutions. These cost reductions are mostly due to
reduced vessel and personnel servicing activities. For short term deployments, our hybrid is cost efficient
means of providing surveillance and subsea power solutions. Our subsea battery can provide power to
sea floor systems when combined with either the PB3 or hybrid for power regeneration, thus reducing or
even potentially eliminating the need for manned vessels to replace expended subsea batteries during
mission life.
● Real-time data communications. Some current solutions with less available power than our
PowerBuoys® may have limited communication capabilities or may only be able to communicate data
over shorter periods due to power limitations. Some current solutions may only make data accessible
upon physical retrieval of the sensor. Our PowerBuoys® can be equipped with a variety of
communications equipment, such as 4G LTE, satellite (VSAT) and Wi-Fi, which enables the
transmission of data on a more frequent or near-continuous basis. We believe that more frequent data
communication could enable an end-user to more quickly and proactively make data-driven decisions
which could result in economic advantages. Real-time data communications is an essential component
of our EZM surveillance payload, allowing continued autonomous remote monitoring of marine traffic
from land.
Increased power and persistence compared to certain current solutions. We have found that our
PowerBuoys® may provide substantially increased power and persistence than certain existing battery
and solar powered systems for long term deployments. We believe that this may allow additional sensors
to be employed at the same site, a higher sensor data transmission rate to be achieved, extended operation
and reduced downtime, and improved operational costs for the customer. Enabling these new capabilities
may contribute to enhanced operations through real-time decision making and increased life-cycle cost
savings.
●
● Standard transportation and deployment. Our PB3 does not require special handling or transportation,
and instead uses conventional transportation and handling methods that are economical and readily
available in standard marine operations. This may result in lower global transportation and deployment
costs than current solutions. Our PB3 can be deployed using conventional vessels and conventional
marine cranes and lifts. Our hybrid can be installed without the need of cranes by simply towing it out to
location.
● Modular and scalable designs. Our PB3 and hybrid are designed with a modular ESS which allows us
to tailor its configuration to specific application requirements, including expansion of energy storage
capacity, potentially allowing for a more customized solution and potential cost savings for our
customers. We believe that our PB3 is scalable to higher power levels, and multiple PB3 may also be
installed in an array in order to achieve higher levels of aggregate power, although we have not yet
demonstrated a PB3 array. We believe that the modular design of our subsea battery enables clients to
specify larger energy storage than would be possible with just buoys and have this placed at the seabed
and near existing electric subsea equipment.
● Flexible electrical, mechanical and communication interfaces for sensors. The PB3 and hybrid
PowerBuoys® can be equipped with payloads, either mounted on or within the PowerBuoy®, or tethered
to the PowerBuoy®. The PowerBuoys® have mechanical and electrical interfaces which allow for
simplified integration of payloads, creating flexibility for the end-user. Our subsea battery will have
specific interfaces for simplified integration with our PowerBuoys® for electric power recharging, as well
as for surface communications. Our PowerBuoys® will also have standard interfaces for subsea batteries
of other providers charging as well as multiple payloads. Flexible interfaces reduce cost through
simplified integration and deployment.
4
● Environmentally benign and aesthetically non-intrusive system design. We believe that our PB3 does not
present significant risks to marine life, or emit significant levels of pollutants, and therefore has minimal
environmental impact as compared to some other current solutions. We believe there is no significant
audible impact to the surrounding environment. We believe that our PB3 produces renewable electricity
through the conversion of renewable ocean wave energy.
● Ocean and factory-tested technology. Our PB3 is designed to be durable, with a three-year interval
between required maintenance activities. The PB3 has survived hurricanes, tropical storms and North
Sea winter storms. Since 1997 we have conducted ocean tests to demonstrate the viability of our
technology. In 2011, we conducted multiple ocean tests of the predecessor PB3 under a contract with the
U.S. Navy. More recently, we conducted multiple ocean tests of our current generation PB3. Commercial
versions of the PB3 have been successfully deployed for MES and Eni. The MES PB3 performed well
in a challenging shallow-water, high-current environment, and achieved its performance and duration
objectives. The Eni PB3 deployed in the Adriatic Sea has been in the water for over eighteen months (as
of May 2020) and has generated over 2.5 megawatts of energy. In 2015, we instituted factory-based
PTO-accelerated life testing which simulates continuous operations under extremely harsh conditions.
During the 2018 fiscal year, we also implemented additional features to the PB3 design to accommodate
heavy topside payloads and seafloor-based payloads. Further, we continue to focus on standardizing
manufacturing and production testing procedures and to work closely with our supply base to ensure
production repeatability.
● Efficient design in harnessing renewable energy. We have designed and validated our PB3 for
maximized power generation in average ocean wave conditions through optimized mechanical to
electrical wave energy conversion. We have designed the onboard ESS to provide several days of
continuous rated power during periods of low or no wave activity, depending on payload power
consumption. For locations with consistent periods of low or no wave activity, or for locations with short-
term power requirements, we are introducing our new hybrid which generates power using solar panels
and a liquid-fuel backup power generation system.
● Prior commercial relationships enabled the development of our technology. Our prior and existing
relationships with the U.S. Navy, DOE, U.S. Department of Homeland Security, MES, Eni and PMO
have allowed us to further develop our solutions for a variety of needs in various industries. We believe
these relationships have helped position us within the private sector for future commercial opportunities,
which we believe enhances our market visibility and attractiveness to our prospective customers. For
example, in 2011 our PowerBuoy® provided persistent power to an integrated radar and sonar system,
significantly extending the U.S. Navy’s surveillance range. We have also demonstrated persistent
maritime vessel detection with the U.S. Department of Homeland Security by integrating a hydrophone
onto our PowerBuoy® and demonstrating enhanced maritime traffic detection. In these instances, the
resulting data have informed our next round of design iterations to improve critical operations and
reliability. We believe that our deployments with MES, Eni and PMO have provided commercial market
credibility and allowed us to develop and market end-user solutions which we believe are valued in our
principal markets.
Market Opportunities
The Company takes a rigorous approach to market evaluation. Utilizing publicly available and purchased data,
we evaluate total addressable market sizes. We apply screening criteria to narrow our focus within these markets and
identify sub-segments and associated serviced addressable market sizes. These market evaluations are updated on an
ongoing basis throughout the year and more formally twice annually in line with our financial calendar. In 2019 the DOE’s
Water Power Technology Office (WPTO) released the report Powering the Blue Economy: Exploring Opportunities for
Marine Renewable Energy in Maritime Markets. The report described eight non-grid applications where renewable marine
energy could provide consistent, reliable power. The identified marine energy applications are ocean observation,
underwater vehicle charging, marine aquaculture, marine algae, seawater mining, seawater desalination, coastal resiliency
and disaster recovery, and isolated communities. We have been focused on addressing the energy needs of many of these
applications (e.g., ocean observation, underwater vehicle charging), and other offshore applications (e.g., maritime domain
awareness / EZM, well-head monitoring and subsea equipment control).
5
Offshore Oil and Gas
We believe the offshore oil and gas industry is undergoing a significant transformation as it continues to invest in
new technologies that enable cost savings and the electrification and digitization of operations. The industry encompasses
more than 10,000 offshore sites, including exploration, production, reservoir management, and sites pending
decommissioning based on information from organizations such as the U.S. Bureau of Safety and Environmental
Enforcement and industry organizations and publications. We believe that we have opportunities to implement one or more
PB3 at a large number of these sites to provide power in applications that are not currently possible, displace current power
solutions, or augment existing technologies. This is partially driven by the growing demand for electrification, for example
Norway is estimated to have 40% of its oil and gas production from electrified fields [Rystad 2019], as well as a growing
desire for decarbonization and autonomous operations. For example, the market for remote and autonomous charging of
subsea assets, such as ROVs and AUVs, is rapidly taking shape. The 2019 WPTO report states that “globally, the AUV
market is estimated at $2.6 billion and it is expected to double by 2022”. Based on various reports, other applications in
the oil and gas market include providing power to unmanned platforms and EZM during decommissioning activities.
Although estimates vary in these reports, they generally point towards more then 4,000 platforms (and corresponding wells)
that need to be decommissioned over the next 10 years.
Defense and Security
We believe that our PB3 is uniquely positioned to be used to provide power and communications for multiple
applications within the defense and security markets. The PB3’s ability to power multiple payloads may be an attractive
feature for these markets, as their systems can be easily integrated into other PowerBuoy® applications allowing their
operation to be concealed. An example application for domestic and international defense departments and defense
contractors includes forward deployed energy and communications outposts (which is a current U.S. Department of
Defense program), both above and below sea surface. Other example applications include perimeter security, early
detection and warning systems, remote sensing stations, high frequency radar, sonar, electro-optical and infrared sensors
for maritime security, network communications systems, and unmanned underwater vehicle docking stations.
Illegal, unregulated and unreported (IUU) fishing has become a global issue with both environmental and
economic consequences. According to a report published in Sciences Advances by The University of British Columbia in
February 2020, it is estimated the economic impact from illegal fishing to be as high as $50 billion. We believe our
commercially proven EZM surveillance solution using the PB3 offers governments and non-governmental organizations
(“NGO”) the ability to monitor fish resources and support securing exclusive economic zones (“EEZ”). Most EEZ
monitoring is done by offshore patrol vessels (“OPV”), one of the fastest growing naval product markets with around 1,242
OPVs in service currently. We believe that our autonomous surveillance solution, which can be combined with satellite
imagery, can deliver substantial economic impact to governments over incumbent solutions in securing remote fisheries.
Science and Research
The science and research market provides environmental intelligence to the entire ocean enterprise, which
supports ocean measurement, observation and forecasting, and is an important provider of information to maritime
commerce and the entire “blue economy.” Maritime commerce and the scientific community depend on information in
areas such as meteorology, climate change, ocean currents, and biological processes to inform operations and development.
These groups often require a power and communications solution in remote offshore locations. According to NOAA’s
2016 Ocean Enterprise report, the total U.S. available ocean observing market from 2017 through 2021 for ocean-based
systems infrastructure is projected to be $2.0 billion. Additionally, the increased interest in protecting marine habitats,
offers opportunities to collaborate with governments and NGOs to monitor marine sanctuaries. Based on an article
published in Gurufocus in February 2020, the Metocean data market alone is estimated at $143 million and estimated to
grow at nearly 3% compound annual growth rate between 2020 and 2026.
Communications and Other Markets
We believe that opportunities also exist in other markets such as communications and renewable energy
development, such as offshore windfarms. The addition of near shore and offshore cellular and Wi-Fi platforms with
reliable and persistent power could open new market opportunities for telecommunications carriers by displacing a portion
of the maritime satellite communications market, while potentially decreasing communications costs for the marine and
offshore oil and gas industries. According to an industry research paper titled “Prospects for Maritime Satellite
Communications” in 2015 the global maritime satellite communications market had already reached close to 338,000
terminals, with $1.7 billion in revenue at the satellite communications service provider level. The report also noted that the
value of the maritime satellite communications market is expected to continue to grow over the next decade, with a 10-
year compound annual growth rate of 5% in terminals and revenue, primarily due to the increasing need for maritime data
communications. Based on an article in Wind Power Monthly in October 2019 the offshore wind fleet is forecast to grow
15-fold by 2040 and move further offshore with Europe alone connecting over 500 turbines in 2019. These developments
require ocean data during the early stages, monitoring of marine habitats during construction, and ongoing survey work
once operational. Providing wave power solutions to utility scale renewable developments offers an attractive proposition
to support renewable power and autonomous operations.
6
Business Strategy
We have made significant progress in redesigning and validating our commercially proven PB3 for use in remote
offshore applications. Since 2015, we have brought the PB3 from initial concept to a full-scale design. We have performed
multiple prototype iterations. During this time, we have conducted a number of in-ocean tests in combination with our
facility-based accelerated life testing to validate our commercial-ready PB3 and to prepare for low rate initial production.
In 2020, we completed our prototype hybrid. In December 2017, we relocated our production and corporate headquarters
to a larger facility. This facility allows for expansion of our manufacturing capabilities and a move toward higher volume
production of our solutions.
In fiscal 2020 we made progress in marketing our PB3, as evidenced by the volume of proposals submitted to
customers and requests for proposals from customers. We have made substantial progress in transitioning from R&D to a
commercialization focus with SELL, BUILD, SHIP as our motto and we intend to build on our success by implementing
processes and solutions that cover the entire life cycle, from demand generation to close of contract, and from channel
strategies to customer care.
A majority of the Company’s opportunities with potential customers have been for projects in Western Europe,
including the North Sea, as well as North America and Asia. Nearly two-thirds of these opportunities have progressed past
initial feasibility and NDA stages to more detailed, confidential discussions around specific customer applications. Many
of these discussions occur at the executive, decision-making level, as well as the implementation level.
Many proposal requests are for projects where one of our PowerBuoys® products, either the PB3 or the hybrid,
is part of a larger solution demonstration, and typically include the potential lease or sale of one or more PowerBuoys®,
as well as required services and maintenance support. A majority of hybrid inquiries are for shorter term deployments and
in calmer waters. Historically, demonstration projects have been a necessary step toward broad solution deployment and
revenues associated with specific applications. A proposal phase typically lasts from three months to more than one year.
During the demonstration project specification, negotiation and evaluation period, we are often subject to the prospective
customer’s vendor qualification process, which entails substantial due diligence of our company and capabilities and may
include negotiation of standard terms and conditions. Many proposals contain provisions which would mandate the sale or
lease of our PowerBuoy® product upon successful conclusion of the demonstration project.
We believe this is an accurate depiction of the overall sales cycle for new technology in each of our target markets,
including our PowerBuoy® products. However, cycle times for each step of the sales cycle will vary depending on several
customer factors, including, but not limited to, technical evaluation, project priorities, project funding approval process,
and alignment of new technology integration with the customer’s broader operational strategy. We believe that the resulting
evidence of potential demand, vis-à-vis specific application proposal requests, are indicative of significant progress in our
commercialization strategy. We believe that we have the potential for growth as a result of our positioning for higher
volume production of our PowerBuoy® products and the initial indications of demand for our PowerBuoy® products in
multiple customer applications.
We continue to commercialize our PowerBuoy® products for use in remote offshore power and real-time data
communications applications. To achieve this goal, we are pursuing the following business objectives:
●
Integrated turn-key solutions sales or leases incorporating our products and services. We believe our
PB3 and hybrid PowerBuoys® are well suited to enable many unmanned, autonomous (non-grid
connected) offshore solutions, such as topside and subsea surveillance and communications, subsea
equipment monitoring, early warning systems platform and subsea power and buffering, and weather
and climate data collection. We have investigated and realized market demand for some of these solutions
leveraging both PowerBuoy® and subsea battery sales and leases within our selected markets, and we
intend to sell and lease our products to these markets as part of these broader integrated solutions.
Additionally, we intend to provide services associated with our solution offerings such as paid
engineering studies, value-added engineering, maintenance, remote monitoring and diagnostic,
application engineering, planning, training, project management, and marine and logistics support
required for our solution life-cycle. We also intend to pursue turn-key projects where we take on a prime
contractor role to capture broader revenue opportunities while ensuring that solutions effectively address
customer needs. We continue to increase our commercial capabilities through new hires in sales, and
application support, and through engagement of expert market consultants in various geographies.
7
● Expand customer system solution offerings through new complimentary products that enable shorter and
more cost-efficient deployments. We completed the prototype of the hybrid in 2020. This product builds
on our existing expertise in offshore power systems and is targeted for a near term deployment. The
hybrid is a solar powered buoy with a liquid propane powered Stirling engine burning propane as a
backup. The hybrid is to be highly complementary to the PB3 by providing the Company the opportunity
to address a broader spectrum of customer deployment needs, including low-wave environments, with
the potential for greater system integration within each customer project. The hybrid is primarily intended
for shorter term deployment applications such as eROV and AUV inspections and short-term
maintenance, topside surveillance and communications, and subsea equipment and controls. The
Company is developing a subsea battery system which will be complimentary to the Company’s
PowerBuoy® products. The subsea battery system is expected to offer the possibility of creating a sea
floor energy storage solution for remote offshore operations. These subsea battery systems will contain
lithium ion batteries, which provide high power density to supply power to subsea equipment, sensors,
communications, and the recharging of AUVs and eROVs. Ideal for many remote offshore customer
applications, these subsea battery systems are anticipated to be high performance, cost-efficient, and
quickly deployable.
● Concentrate sales and marketing efforts in specific geographic markets. We are currently focusing our
marketing efforts on parts of North and South America, Europe and Asia. We believe that each of these
areas has demand for our solutions, sizable end market opportunities, political and economic stability,
and high levels of industrialization and economic development.
● Expand our relationships in key market areas through strategic partnerships and collaborations. We
believe that strategic partners are an important part of commercializing solutions and new products.
Partnerships and collaborations can be used to improve the development of overall integrated solutions,
create new market channels, expand commercial know-how and geographic footprint, and bolster our
product delivery capabilities. We believe that offering a turn-key solution, and not just power, is key to
securing long term success. We have formed such a relationship with several well-known groups,
including Modus Seabed Intervention Ltd. (“Modus”), Saab Seaeye Ltd. (“Saab”), Acteon Field Life
Service Ltd. (“Acteon”), MES, PMO and Eni. We continue to seek other opportunities to collaborate
with application experts from within our selected markets.
● Outsourcing of fabrication, deployment and service support. We outsource all fabrication, anchoring,
mooring, cabling supply, and in most cases deployment of our PowerBuoy® to minimize our capital
requirements as we scale our business. Our PTO is a proprietary subsystem and is assembled and tested
at our facility. We believe this distributed manufacturing and assembly approach enables us to focus on
our core competencies and ensure a cost-effective product by leveraging a larger more established supply
base. We also continue to seek strategic partnerships with regard to servicing of our products.
● Cost reduction and PowerBuoy® solution development. Our engineering efforts are mainly focused on
addressing customer solutions; PowerBuoy® sales; reducing product, installation, and life-cycle costs;
and improving the energy output, reliability, maintenance interval and expected operating life of our
products. We continue to optimize manufacturability of our designs with a focus on cost competitiveness,
and we believe we will be able to address new applications by developing new payloads and solutions
that address customer needs.
Marketing and Sales
We continue to enhance our marketing capabilities across our target markets and we actively marketing our
PowerBuoys® solutions. We currently use a direct sales force consisting of employees and industry expert consultants.
Because our solutions use technology which is not yet fully adopted by our target markets, we expect that the customer
decision process could require us to spend substantial time educating end-users and stakeholders, which may result in a
lengthy sales cycle.
We attend and display our products at trade shows and conferences that represent our pursued markets. In
September 2019 the Company held a Technology Day in Montrose, Scotland. In May 2019, the Company was an exhibitor
at the Offshore Technology Conference in Houston, Texas and also an exhibitor at the U.S. Navy League’s Sea-Air-Space
Exposition in National Harbor, Maryland.
We market our PowerBuoys® to companies and entities requiring remote offshore power and communications
solutions, including for example, offshore oil and gas companies for potential applications such as EZM and surveillance,
and power and communications for remotely operated vehicles or AUV charging stations. We also see opportunities for
defense and security applications such as perimeter security using active sensors such as high frequency radar and acoustic
systems with significant processing and communications requirements.
8
Additionally, we continue to seek to enter into strategic relationships to develop application solutions with
commercial and military sensor and equipment manufacturers, where we might grant licenses to manufacture
PowerBuoys® or PowerBuoy® subsystems.
Competition
We expect to compete with other providers of in-ocean autonomous power sources, primarily consisting of subsea
batteries, solar and fossil-fuel power sources, where many of the providers are substantially larger than OPT and may have
access to greater financial resources. Incumbent sources of in-ocean power may also represent established and reliable
power sources and may have already gained customer acceptance. Our ability to compete successfully for business from
applications seeking in-ocean power will depend on our ability to produce and store energy reliably and at a total cost that
is competitive with or lower than that of other sources, and on the on-going reliability of our product and customer
perception of our company. Our ability to compete effectively may be adversely affected by our current need for additional
financing and our future customers’ concerns about our long-term viability. We also may have the opportunity to cooperate
with other solution providers, such as other providers of subsea batteries where our PowerBuoys® might provide recharging
capabilities.
As of April 2020, there were over 400 companies, some with institutional funding, listed in the DOE’s Marine
and Hydrokinetic (“MHK”) Technology Database. This DOE database provides up-to-date information on MHK renewable
energy technologies and companies, both in the U.S. and around the world. Many of these companies are located in the
U.K., continental Europe, Japan, Israel, the U.S. and Australia, and many of those companies are pursuing the utility, grid-
connected energy market. The MHK industry continues to evolve as participants strive to differentiate themselves by
promoting their specific technology focusing on cost and efficiency. The companies are subdivided by implementation:
wave power, current power, tidal and ocean thermal energy conversion. Within wave power, the technologies are classified
as point absorber, oscillating wave column, overtopping device, attenuator and oscillating wave surge converter. Our
PowerBuoy® wave energy converter is classified as a point absorber.
The vast majority of the companies in the DOE’s database are small, start-up type companies with a small number
of employees and in early stage development that do not have our in-ocean validation experience. Only a few of these
companies have conducted testing similar to us, such as accelerated life testing and extensive wave tank testing on reduced
scale models of their devices. We believe our in-ocean experience is critical in proving the reliability, survivability and
performance of any wave energy system, which we believe our future customers will require before adopting any wave
generated energy solution. We believe our experience gained through full scale in-ocean deployments, coupled with other
types of factory and laboratory testing, and our resulting understanding of risks and failure modes provides us with an
advantage compared to potential wave energy competitors.
We believe there are only a small number of companies that may have the technical capability and financial
viability to compete in the offshore autonomous power market; however, their technologies are still in early stage
development with limited ocean testing. We believe that none of these technologies are at the maturity level of our current
PB3, and because of this we believe that we continue to maintain a first mover advantage.
We continuously monitor non-traditional competitive threats, such as multi domain drones and artificial
intelligence tools utilizing satellite data. We are in active discussions with companies in these markets to evaluate
synergistic solution development where we believe there may be a demand for cooperative solutions.
Commercial Activities
We continue to seek new strategic relationships, and further develop our existing partnerships, with other
companies that have developed or are developing in-ocean applications requiring a persistent source of power that is also
capable of real time data collection, processing and communication, to address potential customer needs.
The table below shows the percentage of our revenue we derived from significant customers for the periods
indicated:
Twelve months ended April 30,
2020
2019
Eni S.p.A. .....................................................................
Premier Oil UK Limited ...............................................
EGP ..............................................................................
Other .............................................................................
10 %
9 %
72 %
9 %
100 %
54 %
33 %
4 %
9 %
100 %
9
In order to achieve success in commercializing our products, we must expand our customer base and obtain
commercial contracts to lease or sell our PowerBuoy® solutions and related services to customers. Our potential customer
base for our PowerBuoys® solutions includes various public and private entities, and agencies that require remote offshore
power. To date, substantially all of our revenue producing contracts have been with a small number of customers under
contracts to fund a portion of the costs of our operational efforts to develop and improve our technology, validate our
product through ocean and laboratory testing, and business development activities with potential commercial customers.
Our goal in the future is that an increased portion of our revenues will be from the lease or sale of our products and related
maintenance and other services.
Current Customers
●
●
●
●
●
In March 2020, Eni exercised their option from the March 2018 contract to extend their lease of the PB3
for an additional 18 months. The initial provision in March 2018 agreement provided for a minimum 24-
month contract that included an 18-month PB3 lease and associated project management.
In September 2019, we entered into two contracts with subsidiaries of EGP which include the sale of a
PB3 and the development and supply of a turn-key integrated Open Sea Lab (“OSL”) that will be the
Company’s first deployment off the coast of Chile. The contract is a result of a detailed feasibility study
of the PB3 as an offshore autonomous platform hosting oceanographic sensor systems conducted in
September 2018.
In April 2019 we entered into an agreement with a leading oil and gas operator to conduct a detailed
feasibility study of using the Company’s technology to monitor subsea wells.
In February 2019, we entered into a contract with the U.S. Navy to carry out the first phase of a project
to design and develop a buoy mooring system which incorporates fiber optics for the transmission of
subsea sensor data to airplanes, ships, and satellites.
In June 2018, we entered into a contract with PMO for the lease of a PB3 to be deployed in one of PMO’s
offshore fields in the North Sea. During its deployment, the PB3 provided unmanned EZM service. With
an opportunistic marine weather window that allowed for offshore equipment retrievals, in early March
2020 the Company and Premier Oil retrieved the PB3 and is preparing to ship the PB3 back to the
Company’s headquarters in Monroe, New Jersey. The PB3 will be serviced to prepare for one of multiple
upcoming commercial opportunities. In addition, the Company will perform an inspection and review of
the system’s performance with the intention to develop a Phase II deployment scope with Premier Oil.
As a result of this, revenue recognized was impacted for the fourth quarter, 2020 and we removed the
remaining lease payments from fiscal 2020 backlog.
Partnerships
●
●
●
In May 2019, we signed a memorandum of understanding with Modus, Ltd. for the purpose of developing
and delivering commercial market solutions that offer a step-change in innovation and market value
against conventional methodologies, specifically through development and marketing of a combined
HAUV charging station which will be able to utilize the PowerBuoy® system for topside charging and
communications.
In April 2019, we signed a memorandum of understanding with Acteon to develop, explore and exploit
mutual opportunities in the global oil and gas and renewable markets.
In January 2019, we entered into a Joint System Solution Development and Marketing Agreement with
Saab. The agreement anticipates a preliminary focus on AUV and eROV charging and communications
systems.
Backlog
As of April 30, 2020, our backlog was $1.0 million compared to a backlog of $0.9 million as of April 30, 2019.
Our backlog includes unfilled firm orders for our products and services from commercial or governmental customers. If
any of our contracts were to be terminated, our backlog would be reduced by the expected value of the remaining terms of
such contract.
The amount of contract backlog is not necessarily indicative of future revenue because modifications to or
terminations of present contracts and production delays can provide additional revenue or reduce anticipated revenue. A
substantial portion of our revenue is recognized using the percentage-of-completion method, and changes in estimates from
time to time may have a significant effect on revenue and backlog. Our backlog is also typically subject to large variations
from time to time due to the timing of new awards.
10
Research and Development
PB3 PowerBuoy®
Our team has a broad range of experience in mechanical, electrical, and ocean engineering. We have engaged in
extensive efforts to improve the PB3 PowerBuoy® efficiency, reliability and power output, and improve manufacturability
while reducing cost and complexity. Our recent efforts have been focused on reducing cost of our PB3 PowerBuoys® and
their deployment costs in order to balance customer cost with our solution value proposition. We continue to seek to
increase the capabilities of our PB3 PowerBuoy® systems by designing flexible interfaces and rendering them sensor and
payload agnostic.
We have also focused on the development and implementation of accelerated testing regimens and techniques
known as accelerated life testing. Such methods accelerate failures in a laboratory environment, as compared to more
lengthy and expensive full-scale ocean deployments during normal use and extreme conditions. This testing allows us to
quantify the life characteristics of critical components and subsystems which would normally require several years of
operation in ocean conditions to achieve similar levels of wear and tear. Accelerated life testing is used successfully in
other industries such as automotive and aerospace and is a critical enabler for rapid product and technology development
and maturation.
A concerted effort has been underway which is focused on proactively implementing additional features driven
by extensive and direct discussions with potential users, customers, marketing partners, and end users in our target markets.
Such features include:
● Enhancement and cost-out of our current PB3 PowerBuoy® product and supporting systems and
deployment and installation methods through customary product life cycle management.
● Design and development of a single point combined mooring umbilical solution that allows for quicker
deployment of the PowerBuoy® and enables effective stationkeeping while providing a pathway for the
delivery of power and communication capabilities to customer payloads which are external to the
PowerBuoy®, or for recharging and communication capabilities from our PowerBuoy® to our subsea
battery.
● Design, development and implementation of an advanced buoy controller that significantly reduces
power consumption and continues to address buoy reliability, and supports high computational speeds
needed for the PowerBuoy® monitoring and control as well as integrated solutions requiring real-time
data communications.
hybrid PowerBuoy®
We have created a hybrid PowerBuoy® that is a solar powered and liquid-fueled surface buoy, compared to the
wave power generating PB3. The hybrid is powered primarily through solar with liquid-fueled back-up and is capable of
providing reliable power in remote offshore locations, regardless of ocean wave conditions. It is primarily intended for
shorter term deployment applications such as eROV and AUV inspections and short-term maintenance, topside
surveillance and communications, and subsea equipment and controls. The hybrid is anticipated to be quickly deployable
and cost-effective solution. The design has a high payload capacity for communications and surveillance, with the
capability of being tethered to subsea payloads such as batteries, or with a conventional anchor mooring system. A
validation test is anticipated to take place in U.S. waters during the summer of 2020.
Subsea battery solutions
The Company is finalizing the commercialization schedule of its subsea battery. The subsea battery has been
designed to provide continuous and/or short-term power supply from its integrated energy storage system, enabling us to
supply into a range of industries and applications.
Intellectual Property
We believe that our technology differentiates us from other providers of wave energy conversion technologies.
As a result, our success depends in part on our ability to obtain and maintain proprietary protection for our products,
technology and know-how, to operate without infringing upon the proprietary rights of others and to prevent others from
infringing upon our proprietary rights. Our policy is to seek to protect our proprietary position by, among other methods,
filing U.S. and foreign patent applications related to our proprietary technology, inventions and improvements that are
important to the development of our business. We also rely on trade secrets, know-how, and continuing technological
innovation and may rely on licensing opportunities to develop and maintain our proprietary position.
11
As of June 2020, we have been issued 66 U.S. patents, of which 36 are active, 23 have expired and seven were
abandoned. Outside of the U.S. we have been issued 256 patents across 13 countries with 32 of the active U.S. patents
having at least one corresponding issued foreign patent. We have filed for 4 additional U.S. patents and 3 of the U.S. patents
applications have corresponding foreign patent applications at this time. Our patent portfolio includes patents and patent
applications with claims directed to:
●
system design;
control systems;
●
● power conversion;
●
● wave farm architecture.
anchoring and mooring; and
The expiration dates for our issued U.S. patents range from 2021 to 2037. We do not consider any single patent
or patent application that we hold to be material to our business. The patent positions of companies like ours are generally
uncertain and involve complex legal and factual questions. Our ability to maintain and solidify our proprietary position for
our technology will depend on our success in continuing to obtain effective patent claims and enforcing those claims once
granted. In addition, certain technologies that we developed with U.S. federal government funding are subject to certain
government rights as described in “Risk Factors - Risks Related to Intellectual Property.”
We use trademarks on nearly all our products and believe that having distinctive marks is an important factor in
marketing our products. We have registered our PowerBuoy®, PB-Vue ®, PowerTower ®, Making Waves in Power ®, Talk
on Water ® marks in the United States. Trademark ownership is generally of indefinite duration when marks are properly
maintained in commercial use.
Regulation
Our PowerBuoys® are subject to regulation in the U.S. and in foreign jurisdictions concerning, among other areas,
site approval and environmental approval and compliance. In order to encourage the adoption of offshore power solutions,
many governments offer subsidies and other financial incentives and have mandated renewable energy targets which some
of our customers may be able to leverage. However, these subsidies, incentives and targets may not be applicable to our
technology and therefore may not be available to our customers.
The renewable energy industry has also been subject to increasing regulation. As the renewable energy industry
continues to evolve and as the wave energy industry continues to evolve, we anticipate that wave energy technology and
our PowerBuoys® and their deployment will be subject to increased oversight and regulation in accordance with
international, national and local regulations relating to safety, sites, and environmental protection.
Site Approval. In the U.S., federal agencies regulate the siting of long-term renewable energy projects and related-
uses located on the outer continental shelf (“OCS”), which is generally more than three miles offshore. OCS projects longer
than one-year in duration are regulated by the U.S. Bureau of Ocean Energy Management (“BOEM”). For projects located
within three miles of the U.S. shore regardless of duration, the adjacent state would be responsible for issuing a lease and
other required authorizations for the location of the project. In either case, an assessment of the potential environmental
impact of the project would be conducted in addition to other requirements. Generally, the same process applies to foreign
sites where site approval is contingent on meeting both national and local regulatory and environmental requirements. In
connection with issuing permits or leases enabling project use, the respective government agency often requires site
restoration or other activities at the conclusion of the permit or lease period.
Environmental Approval and Compliance. We are subject to various foreign, federal, state and local
environmental protection and health and safety laws and regulations governing, among other things: the generation, storage,
handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the ground,
air or water; and the health and safety of our employees. In addition, in the U.S., the construction and operation of
PowerBuoys® offshore would require permits and approvals from the U.S. Coast Guard, the U.S. Army Corps of Engineers
and other governmental authorities. These required permits and approvals evaluate, among other things, whether a project
is in the public interest and ensure that the project would not create a hazard to navigation. Other foreign and international
laws may require similar approvals.
Subsidies and Incentives. Renewable energy subsidies and incentives are generally applicable only to electric
generation and supply to the utility grid. However, our autonomous applications may permit a customer to reduce its carbon
emissions, which our potential customers may be able to publicize in their environmental stewardship reports.
12
Manufacturing
We engage in two types of manufacturing activities: 1) the manufacturing of the high value-added PTO
components for systems control, power generation and conversion, and energy storage for each PowerBuoy®; and 2)
contracting with outside companies for the fabrication of the buoy structure, mooring system, and cabling.
Our core in-house manufacturing activity is the assembly, final systems integration and testing of the PTO and its
components, which is conducted at our New Jersey facility. The power generation system consists of electro-mechanical
components, and the control modules include the critical electrical and electronic systems that convert the mechanical
energy into usable electricity. The sensors and control systems use sophisticated technology to optimize the performance
of the PowerBuoy® in response to changing operating conditions and payload power demand. We maintain a portfolio of
patents, including those that cover our power generation, power conversion and control technologies.
We purchase the remaining components and materials for each PowerBuoy® from various vendors. We provide
specifications to each vendor, and they are responsible for performing quality analysis and quality control over the course
of construction, subject to our review of the quality and test procedure results. After the vendor completes the testing of
the buoy structure, it is transported to our facility for final integration of the PTO. We do not believe that we are dependent
on any single vendor for manufacturing the components of and materials for our PowerBuoy®, and we believe that there
are many available manufacturers for our component parts if a particular manufacturing partner should become unavailable
or expensive. However, we have only manufactured our PowerBuoys® in limited quantities for use in development and
testing and have limited commercial manufacturing experience, and our work with our vendors has not included work on
multiple orders on time-critical deadlines. Moreover, we do not have long-term contracts with our third-party
manufacturers or vendors. In order to be successful in our efforts to commercialize our PowerBuoys®, we will need to
secure stable relationships with a variety of manufacturers and vendors that can supply component parts and materials for
our PowerBuoy® products.
Our corporate headquarters and manufacturing operations are located in Monroe Township, New Jersey. Our
facility offers approximately 56,000 square feet of manufacturing and office space. This facility allows for expansion of
our manufacturing capabilities and a move toward higher volume production of our solutions.
Employees
As of April 30, 2020, we had 36 full-time employees. Of these employees, 35 are located in the United States and
one is located in the United Kingdom. We believe that our future success will depend in part on our continued ability to
attract, hire and retain qualified personnel. None of our employees are represented by a labor union, and we believe our
employee relations are good.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports are made available free of charge through the Investor Relations section of the Company’s
website (www.oceanpowertechnologies.com) as soon as practicable after such material is electronically filed with, or
furnished to, the SEC. Material contained on our website is not incorporated by reference in this report. Our executive
offices are located at 28 Engelhard Drive, Suite B, Monroe Township, New Jersey, 08831, and our telephone number is
(609) 730-0400. The information on our website is not a part of this Annual Report. Our common stock has been listed on
Nasdaq since April 24, 2007, and since July 2015, our common stock has been listed on the Nasdaq Capital Market. The
public may also read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports and other information
regarding issuers that file electronically with the SEC located at http://www.sec.gov.
ITEM 1A. RISK FACTORS
You should carefully consider the following risk factors together with the other information contained in this
Annual Report, and in prior periodic and current reports. If any of the following risks actually occur, they may materially
harm our business and our financial condition and results of operations. In this event, the market price of our common
stock could decline, and your investment could be lost.
13
Risks Related to Our Financial Condition
Our auditors have raised substantial doubts as to our ability to continue as a going concern.
Our financial statements have been prepared assuming we will continue as a going concern. Due to the significant
engineering and product development costs associated with our business and operations, we have experienced substantial
and recurring losses from operations, which have contributed to an accumulated deficit of $220.1 million at April 30, 2020.
On April 30, 2020, the Company had approximately $10.9 million in cash, cash equivalents and restricted cash on hand.
On May 5, 2020 the Company received $0.9 million from the Paycheck Protection Program (“PPP”) (see Note 17 to the
Consolidated Financial Statements for more information). The Company generated revenues of $1.7 million and $0.6
million during the twelve months ended April 30, 2020 and 2019. Based on the Company’s cash, cash equivalents and
restrictive cash balances as of April 30, 2020, the Company believes that it will be able to finance its capital requirements
and operations into the quarter ending April 30, 2021.
We continue to experience operating losses and currently have three revenue producing contracts. During fiscal
2020, our net burn rate (cash used in operations less cash generated by operations) including product development spending
was approximately $0.9 million per month.
We have been funding our business principally through sales of our securities, and we expect to continue to fund
our business with sales of our securities and, to a limited extent, with our revenues until, if ever, we generate sufficient
cash flow to internally fund our business. These factors, among others, raise substantial doubt about our ability to continue
as a going concern. Our consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty. We anticipate that our operating expenses will be approximately $14.0 million in fiscal 2021
including product development spending of more than $6.9 million. However, we may choose to reduce our operating
expenses through personnel reductions, and reductions in our research and development and other operating costs during
fiscal year 2021, if we are not successful in our efforts to sell more of our products. We cannot assure our stockholders that
we will be able to increase our revenues and cash flow to a level which would support our operations and provide sufficient
funds to pay our obligations for the foreseeable future. Further, we cannot assure our stockholders that we will be able to
secure additional financing or raise additional capital or, if we are successful in our efforts to raise additional capital, of
the terms and conditions upon which any such financing would be extended. If we are unable to meet our obligations, we
would be forced to cease operations, in which event investors would lose their entire investment in our company.
We may not be able to raise sufficient capital to continue to operate our business.
Historically, we have funded our business operations through sales of equity securities. We do not know whether
we will be able to secure additional funding or, if secured, whether the terms will be favorable to us or our investors. Our
ability to obtain additional funding will be subject to a number of factors, including market conditions, our operating
performance, pending litigation and investor sentiment. These factors may make additional funding unavailability, or the
timing, dollar amount, and terms and conditions of additional funding unattractive.
If we issue additional securities to raise capital, our existing stockholders could experience dilution or may be
subordinated to any rights, preferences or privileges granted to the new security holders. In particular, any new securities
issued could have rights senior to those associated with our common stock and could contain covenants that would restrict
our operations. Should the financing we require to sustain our working capital needs be unavailable or prohibitively
expensive when we require it, our business, operating results, financial condition and prospects could be materially and
adversely affected, and we may be unable to continue our operations.
We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.
We have incurred net losses since we began operations in 1994, including net losses of $10.4 million and $12.2
million in fiscal 2020 and 2019, respectively. As of April 30, 2020, we had an accumulated deficit of $220.1 million. To
date, our activities have consisted primarily of activities related to the development and testing of our technologies and
commercializing our products. Thus, our losses to date have resulted primarily from costs incurred in our research and
development programs and from our selling, general and administrative costs. As we continue to develop our proprietary
technologies, we expect to continue to have a net use of cash from operating activities unless or until we achieve positive
cash flow from the commercialization of our products and services.
We do not know whether we will be able to successfully commercialize our products or whether we can achieve
profitability. There is significant uncertainty about our ability to successfully commercialize our products in our targeted
markets. Even if we do achieve commercialization of our products and become profitable, we may not be able to achieve
or, if achieved, sustain profitability on a quarterly or annual basis.
14
Our financial results may fluctuate from quarter to quarter, which may make it difficult to predict our future
performance.
Our financial results may fluctuate as a result of a number of factors, many of which are outside of our control.
For these reasons, comparing our financial results on a period-to-period basis may not be meaningful, and our past results
should not be relied on as an indication of our future performance. Our future quarterly and annual expenses as a percentage
of our revenues may be significantly different from those we have recorded in the past or which we expect for the future.
Our financial results in some quarters may fall below expectations. Any of these events could cause our stock price to fall.
Each of the risk factors listed in this “Risk Factors” section, including the following factors, may adversely affect our
business, financial condition and results of operations:
● delays in permitting or acquiring necessary regulatory consents;
● delays in the timing of contract awards and determinations of work scope;
● delays in funding for or deployment of wave energy projects;
the impact of COVID-19 on our customers and contracts;
●
changes in cost estimates relating to wave energy project completion, which under percentage-of-
●
completion accounting principles could lead to significant fluctuations in revenue or to changes in the
timing of our recognition of revenue from those projects;
● our inability to successfully develop and market new products;
● delays in meeting, or the failure to meet, specified contractual milestones or other performance criteria
under project contracts or in completing project contracts that could delay or prevent the recognition of
revenue that would otherwise be earned;
● decisions made by parties with whom we have commercial relationships not to proceed with anticipated
projects;
increases in the length of our sales cycle; and
inherent uncertainties in our manufacturing processes.
●
●
Currency translation and transaction risk may adversely affect our business, financial condition and results of
operations.
Our reporting currency is the U.S. dollar, and sometimes we incur costs in the local currency of countries in which
our customers and suppliers are located. As a result, we are subject to currency translation risk. A large percentage of our
revenues are generated outside the United States and can be denominated in foreign currencies of our customers. Changes
in exchange rates between foreign currencies and the U.S. dollar could affect our revenues and cost of revenues and could
result in exchange losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of
operations. Currently, we do not engage in any exchange rate hedging activities and, as a result, any volatility in currency
exchange rates may have an immediate adverse effect on our business, results of operations and financial condition.
The scale and scope of the recent COVID-19 outbreak, the resulting pandemic, and the impact on the financial markets
is unknown and could adversely affect the Company’s business, financial condition and results of operation at least for
the near term.
Since the beginning of January 2020, the COVID-19 outbreak has caused significant disruption in the financial
markets both globally and in the U.S. As the U.S. faces the COVID-19 pandemic, we are following the recommendations
of government and health authorities to minimize exposure risk for our employees. The rapid spread of COVID-19 globally
also has resulted in increased travel restrictions and disruption and shutdown of certain businesses in the U.S. and abroad,
including disruptions to our own business. We are closely monitoring this global health crisis and will reassess its strategy
and operational activities on a regular, ongoing basis as the situation evolves.
As a result of the changes in work protocols, as well as related pandemic fears, quarantines and market downturns,
we may experience impacts from changes in customer behavior. Our business is dependent upon the willingness and ability
of our customers to conduct transactions, as well as the ability of customers to meet existing payment or other obligations.
The spread of COVID-19 has caused severe disruptions in the worldwide economy, which has in turn disrupted the
business, activities, and operations of our business and operations, as well as that of our customers. For example, our
employees have been unable to travel to Chile to perform final testing and assembly of our PB3 PowerBuoy® for EGP.
If COVID-19 were to continue to affect a significant amount of our workforce, we may experience delays or the
inability to produce and deliver solutions to our customers on a timely basis. In addition, one or more of our customers,
service providers or suppliers may experience financial distress, file for bankruptcy protection, go out of business, or suffer
disruptions in their business due to the COVID-19 outbreak. As with EGP, travel restrictions due to COVID-19 may also
prevent our employees from completing customer work. The global scale and scope of COVID-19 is unknown and the
duration of the business disruption and related financial impact cannot be reasonably estimated at this time.
15
The extent to which the coronavirus impacts our results will ultimately depend on future developments, which are
highly uncertain, and will include emerging information concerning the severity of COVID-19 and the actions taken by
governments and private businesses to attempt to contain COVID-19. However, we believe the coronavirus has and will
continue to adversely affect our business, financial condition and results of operations at least for the near term.
Risks Related To Growth Of Our Business
We depend on a limited number of customers for substantially all of our revenues. The loss of, or a significant reduction
in revenues from, any of these customers could significantly reduce our revenues and harm our operating results.
Historically, a small number of customers have provided substantially all of our revenues and we expect that such
concentration will continue for the foreseeable future. In fiscal 2020 commercial contracts accounted for 94% of our
revenues and governmental contracts accounted for 6%. In fiscal 2019, revenues from commercial contacts accounted for
92% of our revenues and governmental contracts accounted for 8%. Because we currently have a small number of
customers and contracts, problems with a single contract would adversely affect our business, financial condition and
results of operations.
A customer’s payment default, or the loss of a customer as a result of competition, creditworthiness, our failure
to perform, our inability to negotiate extensions or replacements of contracts, or otherwise, would adversely affect our
business, financial condition and results of operations. We cannot assure you that we will be successful in our efforts to
secure additional commercial customers, or additional revenue-generating contracts.
Wave energy technology may not gain broad commercial acceptance and, therefore, our revenues may not increase,
and we may be unable to achieve and, even if achieved, sustain profitability.
Wave energy technology is at an early stage of development, and the extent to which wave energy power
generation will be commercially viable is uncertain. Many factors may affect the commercial acceptance of wave energy
technology, including the following:
● performance, reliability and cost-effectiveness of wave energy technology compared to conventional
●
●
sources and products;
fluctuations in economic and market conditions, such as increases or decreases in the prices of oil and
other fossil fuels;
the development of new and profitable applications requiring the type of remote electric power provided
by our autonomous wave energy systems.
If wave energy technology does not gain broad commercial acceptance, it is unlikely that we will be able to
commercialize our PowerBuoy® and our business will be materially harmed, in which case, we may curtail or cease
operations.
If sufficient demand for our PowerBuoys® or new products does not develop or takes longer to develop than we
anticipate, our revenue generation will be limited, and it is unlikely that we will be able to achieve and, if achieved, then
sustain profitability.
Even if wave energy technology achieves broad commercial acceptance, our PowerBuoys® may not prove to be
a commercially viable technology for generating electricity from ocean waves. We have invested a significant portion of
our time and financial resources since our inception in the development of our PowerBuoys® but have not yet achieved
successful commercialization of our PowerBuoys. As we seek to manufacture, market, sell and deploy our PowerBuoys®
in greater quantities, we may encounter unforeseen hurdles that would limit the commercial viability of our PowerBuoys®,
including unanticipated manufacturing, deployment, operating, maintenance and other costs. Our target customers and we
may also encounter technical obstacles to deploying, operating and maintaining PowerBuoys®.
If demand for our PowerBuoys® or new products fails to develop sufficiently, it is unlikely that we will be able
to grow our business or generate sufficient revenues to achieve and then sustain profitability. In addition, demand for
PowerBuoys® in our presently targeted markets, including parts of North and South America, Europe and Asia, may not
develop or may develop to a lesser extent than we anticipate.
If we are not successful in commercializing our PowerBuoy® or new products, or are significantly delayed in
doing so, our business, financial condition and results of operations will be adversely affected.
16
If we are unable to attract and retain management and other qualified personnel, we may not be able to achieve our
business objectives.
Our success depends on the skills, experience and efforts of our senior management and other key product
development, manufacturing, and sales and marketing employees. We have limited financial resources and cannot be
certain that we will be able to attract, retain and motivate such employees. The loss of the services of one or more of these
employees could have a material adverse effect on our business. There is a risk that we will not be able to retain or replace
these key employees. Implementation of our business plans will be highly dependent upon our ability to hire and retain
senior executives as well as talented staff in various fields of expertise.
Changes in senior management are inherently disruptive, and efforts to implement any new strategic or operating
goals may not succeed in the absence of a long-term management team. Changes to strategic or operating goals with the
appointment of new executives may themselves prove to be disruptive. Periods of transition in senior management
leadership are often difficult as the new executives gain detailed knowledge of our operations and due to cultural differences
that may result from changes in strategy and style. Without consistent and experienced leadership, customers, employees,
creditors, stockholders and others may lose confidence in us.
To be successful, we need to retain key personnel. Qualified individuals, including engineers and project
managers, are in high demand, and we may incur significant costs to attract and retain them. With the exception of our
President and Chief Executive Officer, all of our employees are at-will employees, which means they can terminate their
employment relationship with us at any time, and their knowledge of our business and industry would be difficult to replace.
If we lose the services of key personnel, or do not hire or retain other personnel for key positions, our business, results of
operations and stock price could be adversely affected.
If we are unable to effectively manage our growth, this could adversely affect our business and operations.
The scope of our operations to date has been limited, and we do not have experience operating on the scale that
we believe may be necessary to achieve profitable operations. Our current personnel, facilities, systems and internal
procedures and controls may not be adequate to support future growth. This factor, when combined with the technical
complexity of some of our development efforts, may result in our inability to meet certain customer expectations or
deadlines and could result in the amendment to, or termination of, customer contracts or relationships. To realize our
desired growth, we may need to add sales, marketing and engineering offices in our existing and/or additional locations,
which may include areas such as North and South America, Europe and Asia, and which may result in additional
organizational complexity.
To manage the expansion of our operations, we may be required to improve our operational and financial systems,
procedures and controls, increase our manufacturing capacity and throughput and expand, train and manage our employee
base, which may need to increase significantly if we are to be able to fulfill our current manufacturing and growth plans.
Our management may also be required to maintain and expand our relationships with customers, suppliers and other third
parties, as well as attract new customers and suppliers. If we do not meet these challenges, we may be unable to take
advantage of market opportunities, execute our business strategies or respond to competitive pressures.
If we are unable to successfully negotiate and enter into service contracts with our customers on terms that are
acceptable to us, our ability to diversify our revenue stream will be impaired.
An important element of our business strategy is to enter into service contracts with our customers under which
we would be paid fees for services related to the maintenance and operation of the PowerBuoys® purchased from us. In
addition, we may offer to lease PowerBuoys®, sell power generated by PowerBuoys® or sell data gathered by sensors on
our PowerBuoys®. Even if customers purchase or lease our PowerBuoys®, they may not enter into service contracts with
us. We may not be able to negotiate service, power sale or other contracts that provide us with any additional profit
opportunities. Even if we successfully negotiate and enter into such service contracts, our customers may terminate them
prematurely or they may not be profitable for a variety of reasons, including the presence of unforeseen hurdles or costs.
In addition, if we were unable to perform adequately under such service contracts our efforts to successfully market the
PowerBuoys® could be impaired. Any one of these outcomes could have a material adverse effect on our business,
financial condition and results of operations.
Since our PowerBuoys® can only be deployed in certain geographic locations, our ability to grow our business could
be adversely affected.
Our PowerBuoys® are designed for use offshore, but not all offshore areas worldwide have appropriate natural
resources for our PowerBuoys® to harness wave energy. Seasonal and local variations, water depth and the effect of
particular locations of islands and other geographical features may limit our ability to deploy our PowerBuoys® in certain
coastal areas. If we are unable to identify and deploy PowerBuoys® at sufficient sites with appropriate natural resources
to permit our PowerBuoys® to capture wave energy, our ability to grow our business could be adversely affected.
17
Failure by third parties to supply or manufacture components of our products or to deploy our systems timely or properly
could adversely affect our business, financial condition and results of operations.
We have been and expect to continue to be highly dependent on third parties to supply or manufacture components
of our PowerBuoys®. If, for any reason, our third-party manufacturers or vendors are not willing or able to provide us with
components or supplies in a timely fashion, or at all, our ability to manufacture and sell many of our products could be
impaired.
We do not have long-term contracts with our third-party manufacturers or vendors. If we do not develop ongoing
relationships with vendors located in different regions, we may not be successful at controlling unit costs as our
manufacturing volume increases. We may not be able to negotiate new arrangements with these third parties on acceptable
terms, or at all.
In addition, we rely on third parties, under our oversight, for the deployment and mooring of our PowerBuoys®.
We have utilized several different deployment methods, including towing the PowerBuoy® to the deployment location and
transporting the PowerBuoy® to the deployment location by barge or ocean workboat. If these third parties do not properly
deploy our systems, cannot effectively deploy the PowerBuoy® on a large, commercial scale, or otherwise do not perform
adequately, or if we fail to recruit and retain third parties to deploy our systems in particular geographic areas, our business,
financial condition and results of operations could be adversely affected.
Our targeted markets are highly competitive. We compete against incumbent solutions already being utilized by our
customers and potential customers. If we are unable to compete effectively, we may be unable to increase our revenues
and achieve or maintain profitability.
Our principal targeted markets include offshore oil and gas, defense and security, science and research and
communications. In our targeted markets, which are highly competitive, we compete against incumbent power solutions
already being utilized by our customers and potential customers. If we are unable to demonstrate to our customers and our
potential customers that our products are cost competitive to their existing alternative power solutions, or if it takes us
longer to do so than we anticipate, we may be unable to expand our business, maintain our competitive position, satisfy
our contractual obligations, continue to commercialize our products, or become profitable. In addition, if the cost associated
with these development efforts exceeds our projections, our results of operations could be materially and adversely affected.
In addition, competition may arise from other companies manufacturing similar products, developing different
products that produce energy more efficiently than our products, or making improvements to traditional energy-producing
methods or technologies, any of which could make our products less attractive or render them obsolete. If we are not
successful in manufacturing systems that generate competitively priced power, we may not be able to respond effectively
to competitive pressures from other renewable energy technologies or improvements to existing technologies.
If we are unable to respond effectively to such competitive forces, our business, financial condition and results of
operations could be adversely affected. Our targeted markets are subject to their own inherent risks, and if those risks
should materialize then our business, financial condition and results of operations could be adversely affected.
We market and plan to market our products in multiple international markets. If we are unable to manage our
international operations effectively, our business, financial condition and results of operations could be adversely
affected.
We market and plan to market our products in multiple global regions, including parts of North and South
America, Europe, and Asia, and we are therefore subject to risks associated with having international operations. Revenues
from customers who are based outside of the U.S. accounted for 94% of our revenues in fiscal 2020 and 92% of our
revenues in fiscal 2019. Risks inherent in international operations include, but are not limited to, the following:
changes in general economic and political conditions in the countries in which we operate;
●
● unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to
●
●
renewable energy, environmental protection, permitting, export duties and quotas;
trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could
increase the prices of our products and make us less competitive in some countries;
fluctuations in exchange rates may affect demand for our products and may adversely affect our
profitability in U.S. dollars to the extent the price of our products and cost of raw materials and labor are
denominated in a foreign currency;
● difficulty with staffing and managing widespread operations;
●
complexity of, and costs relating to compliance with, the different commercial and legal requirements of
the overseas markets in which we offer and sell our products;
inability to obtain, maintain or enforce intellectual property rights; and
●
● difficulty in enforcing agreements in foreign legal systems.
18
Our business in foreign markets requires us to respond to rapid changes in market conditions in these countries.
Our overall success as a global business depends, in part, on our ability to succeed in differing legal, regulatory, economic,
social and political conditions. We may not be able to develop and implement policies and strategies that will be effective
in each location where we do business, which in turn could adversely affect our business, financial condition and results
of operations. The current economic environment, particularly the macroeconomic pressures in certain European countries,
may increase these risks.
We anticipate that our contracts with our customers will generally include cancellation for convenience clauses that
permit our customers to terminate the contract for their convenience; if a customer were to terminate its contract with
us for convenience, this could materially adversely affect our business.
We anticipate that our contracts with our customers will be structured as capital equipment contracts or capital
equipment leases, and could include a cancellation for convenience clause, which we believe is relatively standard in these
types of contracts. Cancellation for convenience clauses allow the customer to cancel the contract or lease at their option
without cause prior to defined points in time, generally subject to a reasonable notice period. If any of our current or future
customers were to cancel their contracts with us for convenience, such cancellation could adversely affect our business.
Cyber-security breaches of our systems and information technology could adversely impact our ability to operate.
We utilize, develop, install and maintain a number of information technology systems. Various privacy and
security laws require us to protect sensitive and confidential information from disclosure. In addition, we are bound by our
customers and other contracts, as well as our own business practices, to protect confidential and proprietary information
(whether it be ours or a third party’s information entrusted to us) from disclosure. Our computer systems, as well as those
of our customers, contractors and other vendors, face the threat of unauthorized access, computer hackers, viruses,
malicious code, cyber-attacks, phishing and other security incursions and system disruptions, including attempts to
improperly access our confidential and proprietary information as well as the confidential and proprietary information of
our customers and other business partners. While we endeavor to maintain industry- accepted security measures and
technology to secure our computer systems and while we endeavor to ensure our cloud vendors that store our data maintain
similar measures, these systems and the information stored on these systems may still be subject to threats. There can be
no assurance that our efforts will prevent these threats. Further, as these security threats continue to evolve, we may be
required to devote additional resources to protect, prevent, detect and respond against such threats. A party who
circumvents our security measures, or those of our customers, contractors or other vendors, could misappropriate
confidential or proprietary information, improperly manipulate data, or cause damage or interruptions to systems. Any of
these events could damage our reputation, result in litigation and regulatory fines and penalties, or have a material adverse
effect on our business, financial condition, results of operations or cash flows.
Risks Related to Product Development and Commercialization
Our engineering and product development costs are substantial and may increase in the future.
Our engineering and product development costs primarily relate to our efforts to increase the output, durability
and commercial viability of our products. Our engineering and product development costs were $4.3 million and $5.0
million in fiscal 2020 and 2019, respectively. It is our goal to fund the majority of our engineering and product development
expenses, including cost sharing obligations under some of our customer contracts, over the next several years with sources
of external funding, but we do not currently have any such committed sources of funding, and we may not be able to secure
any such funding in the future. If we are unable to obtain external funding, our operations may be materially and adversely
affected, and we may be required to curtail our engineering and product development expenses, among other consequences.
We have only manufactured a limited number of PowerBuoys® and to date we have not produced PowerBuoys® in any
significant quantity for commercial production. Our PowerBuoys® may not have a sufficient operating history to
confirm how they will perform over their estimated useful life.
We began developing and testing wave energy technology over 15 years ago. However, to date, we have only
manufactured a limited number of PowerBuoys® for use in ocean testing and commercialization. The longest continuous
in-ocean deployment of our PowerBuoy® was from December 2009 to January 2012. As a result, our PowerBuoys® may
not have a sufficient operating history to confirm how they will perform over their estimated useful life. Our technology
may not yet have demonstrated that our engineering and test results can be duplicated in volume or in commercial
production. If our PowerBuoy® is ultimately proven ineffective or unfeasible, we may not be able to expand our
commercial production of our PowerBuoys® or we may become liable to our customers for quantities we are obligated but
are unable to produce. If our PowerBuoys® perform below expectations, we could lose customers and face substantial
repair and replacement expenses which could in turn adversely affect our business, financial condition and results of
operations.
19
We face numerous accident and safety risks and hazards, including extreme environmental hazards, which are inherent
in offshore operations.
Portions of our operations are subject to hazards and risks inherent in the building, testing, deploying and
maintenance of our products. These hazards and risks could result in personal injuries, loss of life, liberation of a product
from its mooring due to extreme environmental conditions and damage caused by its drifting, and other damages which
may include damage to our properties, including our products®, and the properties of others and other consequential
damages, and could lead to the suspension of certain of our operations, large damage claims, damage to our safety
reputation and a loss of business. Some of these risks may be uninsurable and some claims may exceed our insurance
coverage. Therefore, the occurrence of a significant accident or other risk event or hazard that is not fully covered by
insurance could materially and adversely affect our business and financial results and, even if fully covered by insurance,
could materially and adversely affect our business due to the impact on our reputation for safety. In addition, the risks
inherent in our business are such that we cannot assure that we will be able to maintain adequate insurance in the future at
reasonable rates.
Our relationships with our strategic partners may not be successful, and we may not be successful in establishing
additional relationships, either of which could adversely affect our ability to commercialize our products and services.
An important element of our business strategy is to enter into application development agreements and strategic
alliances with companies committed to providing products and services which require in-ocean energy sources. Generally,
these types of relationships obligate us to provide certain services or perform certain tasks in connection with the
relationship with the alliance partner, and we are generally responsible for paying the costs we incur relating to such
services or tasks. These relationships generally are not expected to provide us with any revenues or sources of financing.
If we are unable to reach agreements with additional suitable alliance partners, we may fail to meet our business objectives
for the commercialization of our products. We may face significant competition in seeking appropriate alliance partners.
Moreover, these development agreements and strategic alliances are complex to negotiate and time consuming to
document. We may not be successful in our efforts to establish additional strategic relationships or other alternative
arrangements. The terms of any additional strategic relationships or other arrangements that we establish may not be
favorable to us. Furthermore, even if we are able to find, negotiate and enter into these relationships, such arrangements
may be conditional upon our receipt of additional funding. There can be no assurance that we will receive such additional
funding. In addition, strategic relationships may not be successful, and we may be unable to sell and market our products
to these companies, their affiliates and customers in the future, or growth opportunities may not materialize. Any of which
could adversely affect our business, financial condition and results of operations.
We have limited manufacturing experience. If we are unable to increase our manufacturing capacity in a cost-effective
manner, our business will be materially harmed.
We plan to manufacture key components of our products, including the PTO advanced control and generation
systems, while outsourcing the manufacturing for other components of our products. However, we have only manufactured
our products in limited quantities for use in development and testing and have limited commercial manufacturing
experience, and our work with our vendors has not included work on multiple orders on time-critical deadlines. Our future
success depends on our ability to significantly increase both our manufacturing capacity and production throughput in a
cost-effective and efficient manner, and to manage multiple vendors with several orders on specific deadlines. In order to
meet our growth objectives, we will need to increase our engineering, contract management, and manufacturing staff. There
is intense competition for hiring qualified technical and engineering personnel, and we have limited funding available to
retain such additional staff. Therefore, we may not be able to hire a sufficient number of qualified personnel to allow us to
meet our growth objectives.
We may be unable to develop efficient, low-cost manufacturing capabilities and processes that enable us to meet
the quality, price, engineering, design and production standards or production volumes necessary to successfully
commercialize our products. If we cannot do so, we may be unable to expand our business, satisfy our contractual
obligations or become profitable. Even if we are successful in developing our manufacturing capabilities and processes,
we may not be able to do so in time to meet our commercialization schedule or satisfy the requirements of our customers.
Problems with the quality or performance of our products would adversely affect our business, financial condition and
results of operations.
Our agreements with customers will generally include guarantees with respect to the quality and performance of
our products. Because of the limited operating history of our products, we have been required to make analytical
assumptions regarding the durability, reliability and performance of the systems, and we may not be able to predict whether
and to what extent we may be required to perform under the guarantees that we expect to give our customers. Our
assumptions could prove to be materially different from the actual performance of our products, causing us to incur
substantial expense to repair or replace defective systems in the future. We will bear the risk of claims long after we have
sold our products and recognized revenue. Moreover, any widespread product failures could adversely affect our business,
financial condition and results of operations.
20
We have not yet deployed a wave power array of two or more PowerBuoys® in a single geographic location. If we are
unable to successfully deploy a multiple-system wave power array, our capability to generate revenues may be limited,
and we may be unable to achieve and then maintain profitability.
We have not yet deployed a wave power array of two or more PowerBuoys®. Whether we are able to do so is
contingent upon, among other things, our ability to manufacture and produce multiple PowerBuoys® in a short period of
time, receipt of required governmental permits, obtaining adequate financing, successful array design and implementation
and, finally, successful deployment and connection of the PowerBuoys®.
We have not yet conducted ocean testing or otherwise installed in the ocean a multiple-system wave power array.
In particular, unlike single-system wave power arrays, multiple-system wave power arrays may require the use of an
underwater substation to connect the power transmission cables from, and collect the electricity generated by, each
PowerBuoy® in the array. We have not yet deployed an underwater substation connected to multiple PowerBuoys®. In
addition, unanticipated issues may arise with the logistics and mechanics of deploying and maintaining multiple
PowerBuoys® at a single site and the additional equipment associated with these multiple system wave power arrays.
The development and deployment of an array of PowerBuoys® could require us to incur significant expenses for
preliminary engineering, permitting and other expenses before we can determine whether a project is feasible, economically
attractive or capable of being financed. We may be unsuccessful in accomplishing any of these tasks or doing so on a
timely basis.
Our future success in our selected markets depends in part on our ability to achieve cost savings over existing and
incumbent solutions. If we are unable to achieve cost savings relating to our products, the commercial prospects for our
products may be adversely affected.
Our goal is to commercialize our products. Our success in meeting this objective depends, in part, on our ability
to provide energy to our prospective customers at a cost savings over existing and incumbent power solutions already being
utilized by our customers and potential customers. If we are unable to demonstrate to our prospective customers that our
products are cost competitive with existing alternative power sources, or if it takes us longer to do so than we anticipate,
we may be unable to continue our business, achieve commercialization of our products, achieve a competitive position,
satisfy our contractual obligations, or become profitable. In addition, if the costs associated with these development efforts
exceed our projections, our results of operations will be materially and adversely affected.
We must continually improve existing products, design and sell new products and invest in research and development
in order to compete effectively.
The markets for our products are characterized by rapid technological change, evolving industry standards and
continuous improvements in products. Due to constant changes in our markets, future success depends on our ability to
develop new technologies, products, processes and product applications. New product development and commercialization
efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have
inherent risks. These risks include the costs involved, such as development and commercialization, product development
or launch delays, and the failure of new products and line extensions to achieve anticipated levels of market acceptance or
growth in sales or operating income. We also face the risk that our competitors will introduce innovative new products that
compete with our products. If new product development and commercialization efforts are not successful, our financial
results could be adversely affected.
Product and technological developments are accomplished primarily through internally-funded R&D projects.
Because it is not generally possible to predict the amount of time required and costs involved in achieving certain R&D
objectives, actual development costs may exceed budgeted amounts and estimated product development schedules may be
extended. Our financial condition and results of operations may be materially and adversely affected if:
● Product improvements are not completed on a timely basis;
● New products are not introduced on a timely basis or do not achieve sufficient market penetration;
● There are budget overruns or delays in R&D efforts; or
● New products experience reliability or quality problems, or otherwise do not meet customer preferences
or requirements.
21
Risks Related to Intellectual Property
If we are unable to obtain or maintain intellectual property rights relating to our technology and products, the
commercial value of our technology and products may be adversely affected, which could in turn adversely affect our
business, financial condition and results of operations.
Our success and ability to compete depends in part upon our ability to obtain protection in the U.S. and other
countries for our products by establishing and maintaining intellectual property rights relating to or incorporated into our
technology and products. We own a variety of patents and patent applications in the U.S. and corresponding patents and
patent applications in several foreign jurisdictions. However, we have not obtained patent protection in each market in
which we plan to compete. In addition, we do not know how successful we would be should we choose to assert our patents
against suspected infringement and we do not know what the cost to do so would be. Our pending and future patent
applications may not issue as patents or, if issued, may not issue in a form that will be advantageous to us. Even if issued,
patents may be challenged, narrowed, invalidated or circumvented, which could limit our ability to stop competitors from
marketing similar products or limit the length of term of patent protection we may have for our products. Changes in either
patent laws or in interpretations of patent laws in the U.S. and other countries may diminish the value of our intellectual
property or narrow the scope of our patent protection, which could in turn adversely affect our business, financial condition
and results of operations.
If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology
and products could be adversely affected, which could in turn adversely affect our business, financial condition and
results of operations.
In addition to patented technology, we rely upon unpatented proprietary technology, processes and know-how,
particularly with respect to our PowerBuoy® control and electricity generating systems. We generally seek to protect this
information in part by confidentiality agreements with our employees, consultants and third parties. These agreements may
be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise
become known or be independently developed by competitors.
Foreign laws may not afford us sufficient protections for our intellectual property, and we may not be able to obtain
patent protection outside of the United States.
Intellectual property rights protection continues to present significant challenges to foreign businesses in many
countries around the world. The body of law is often relatively undeveloped compared to the commercial law in the United
States and only limited protection of intellectual property may be available in those jurisdictions. Although we have taken
precautions to protect our intellectual property, any local design or manufacture of products that we undertake in a foreign
jurisdiction could subject us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use
our intellectual property, which could harm our business. We may also have limited legal recourse in the event we encounter
patent or trademark infringement. If we are unable to manage our intellectual property rights, our business and operating
results may be seriously harmed.
If we infringe or are alleged to have infringed upon intellectual property rights of third parties, our business, financial
condition and results of operations could be adversely affected.
Our products or use of our trademarks may infringe, or be claimed to infringe, upon patents, patent applications
or trademarks under which we do not hold licenses or other rights. Third parties may own or control these patents, patent
applications or trademarks in the United States and abroad. Third parties could bring claims against us that would cause us
to incur substantial expenses and, if successfully asserted against us, could cause us to pay substantial damages. Further, if
a patent or trademark infringement suit were brought against us, we could be forced to stop or delay manufacturing or sales
of the product or component that is the subject of the suit.
As a result of patent or trademark infringement claims, or in order to avoid potential claims, we may choose or be
required to seek a license from the third party and be required to pay license fees, royalties or both. These licenses may not
be available on acceptable terms, or at all. Even if we were able to obtain a license, the rights may be non-exclusive, which
could result in our competitors gaining access to the same intellectual property. Ultimately, we could be forced to cease
some aspect of our business operations if, as a result of actual or threatened patent or trademark infringement claims, we
are unable to enter into licenses on acceptable terms. This could significantly and adversely affect our business, financial
condition and results of operations.
In addition to infringement claims against us, we may become a party to other types of patent or trademark
litigation and other proceedings, including proceedings declared by the U.S. Patent and Trademark Office and proceedings
in the European Patent Office, regarding intellectual property rights with respect to our products and technology. The cost
to us of any patent or trademark litigation or other proceeding, even if resolved in our favor, could be substantial. In
addition, if we were to license our intellectual property to others, we may be required to indemnify our licensee if the
licensed intellectual property is found to be infringing on a third party’s rights. Some of our competitors may be able to
sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources.
22
Our contracts with governmental entities could negatively affect our intellectual property rights, and our ability to
commercialize our products could be impaired.
Our prior agreements with government agencies in large part funded the research and development of our
PowerBuoy®. When new technologies are developed with U.S. government funding, the government obtains certain rights
in any resulting patents, technical data and software, generally including, at a minimum, a non-exclusive license authorizing
the government to use the invention, technical data or software for non-commercial purposes. These rights may permit the
government to disclose our confidential information to third parties and to exercise “march-in” rights. March-in rights refer
to the right of the U.S. government to require us to grant a license to the technology to a responsible applicant or, if we
refuse, the government may grant the license itself. U.S. government-funded inventions must be reported to the government
and U.S. government funding must be disclosed in any resulting patent applications; our rights in such inventions will
normally be subject to government license rights, periodic post-contract utilization reporting, foreign manufacturing
restrictions and march-in rights.
The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve
practical application of the technology or because action is necessary to alleviate health or safety needs, to meet
requirements of federal regulations or to give preference to U.S. industry. Our government-sponsored research contracts
are subject to audit and require that we provide regular written technical updates on a monthly, quarterly or annual basis,
and, at the conclusion of the research contract, a final report on the results of our technical research. Because these reports
are generally available to the public, third parties may obtain some aspects of our sensitive confidential information.
Moreover, if we fail to provide these reports or to provide accurate or complete reports, the government may obtain rights
to any intellectual property arising from the related research. Funding from government contracts also may limit when and
how we can deploy our technology developed under those contracts. Foreign governments with which we contract to
provide funding for our research and development may seek similar rights.
Risks Related to Regulatory and Compliance Matters
If we are unable to obtain all necessary regulatory permits and approvals, it could be possible we will not be able to
implement our planned projects or business plan.
Offshore deployment of our PowerBuoy® is heavily regulated. Each of our deployments is subject to multiple
permitting and approval requirements. We are dependent on state, federal and regional government agencies for such
permits and approvals. Due to the unique nature of in-ocean power generation and the associated potential for
environmental hazards of PowerBuoy® deployment, we expect our projects to receive close scrutiny by permitting
agencies, approval authorities and the public, which could result in substantial delay in the permitting process. Successful
challenges by any parties opposed to our deployments could result in increased costs, or in the denial of necessary permits
and approvals.
If we are unable to obtain necessary permits and approvals in connection with any or all of our projects, those
projects would not be implemented, and our business, financial condition and results of operations would be adversely
affected. Further, we cannot assure you that we have been or will be at all times in complete compliance with all such
permits and approvals. If we violate or fail to comply with these permits and approvals, we could be fined or otherwise
sanctioned by regulators.
In the event we are unable to satisfy regulatory requirements relating to internal control over financial reporting, or if
our internal controls are not effective, our business and financial results may suffer.
Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports
and to effectively prevent fraud. Pursuant to the Sarbanes-Oxley Act of 2002, we are required to furnish a report by
management on internal control over financial reporting, including management’s assessment of the effectiveness of such
control. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations,
including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective
internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial
statements. In addition, projections of any evaluation of the effectiveness of internal control over financial reporting to
future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal
controls, including any failure to implement new or improved controls, or if we experience difficulties in their
implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and
there could also be a material adverse effect on our stock price.
23
Our business could suffer as a result of the United Kingdom’s decision to end its membership in the European Union.
The decision of the United Kingdom (U.K.) to exit from the European Union (E.U.) (generally referred to as
“BREXIT”) could cause disruptions to and create uncertainty surrounding our business, including affecting our
relationships with existing and potential customers, suppliers and employees. The effects of BREXIT will depend on any
agreements the U.K. makes to retain access to E.U. markets. The measures could potentially disrupt some of our target
markets and jurisdictions in which we operate, and adversely change tax benefits or liabilities in these or other jurisdictions.
In addition, BREXIT could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K.
determines which E.U. laws to replace or replicate. BREXIT also may create global economic uncertainty, which may
cause our customers and potential customers to monitor their costs and reduce their budgets for our products and services.
Any of these effects of BREXIT, among others, could materially adversely affect our business, business opportunities,
results of operations, financial condition and cash flows.
A portion of products we acquire from our suppliers are manufactured in foreign countries, making the price and
availability of these products subject to international trade risks and other international conditions.
A portion of our parts for our products are sourced from foreign countries, some of which in the future are or
could become subject to trade restrictions, including increased tariffs or quotas, embargoes and customs restrictions, which
would increase the cost or could reduce the supply of products available to us, and could have a material adverse effect on
our business, financial condition and results of operations. Tariffs on imports from foreign countries, as well as changes in
tax and trade policies, such as a border adjustment tax or disallowance of certain tax deductions for imported product, could
materially increase our manufacturing costs, the costs of our imported products or our income tax expense, which would
have a material adverse effect on our financial condition and results of operations. Tariffs imposed by foreign countries on
imports of our products could also adversely affect our international sales. Any increase in manufacturing costs, the cost
of our products or limitation on the amount of products we are able to purchase, could have a material adverse effect on
our financial condition and results of operations.
Business activities conducted by our third-party contractors and us involve the use of hazardous materials, which
require compliance with environmental and occupational safety laws regulating the use of such materials. If we violate
these laws, we could be subject to significant fines, liabilities or other adverse consequences.
Our manufacturing operations, particularly some of the activities undertaken by our third-party suppliers and
manufacturers, involve the controlled use of hazardous materials. These include batteries for the PB3, propane for the
hybrid and various lubricants and oils. Accordingly, our third-party contractors and we are subject to foreign, federal, state
and local laws governing the protection of the environment and human health and safety, including those relating to the
use, handling and disposal of these materials. We cannot completely eliminate the risk of accidental contamination or injury
from these hazardous materials. In the event of an accident or failure to comply with environmental or health and safety
laws and regulations, we could be held liable for resulting damages, including damages to natural resources, fines and
penalties, and any such liability could adversely affect our business, financial condition and results of operations.
Environmental laws and regulations are complex, change frequently and have tended to become more stringent
over time. While we have budgeted for future capital and operating expenditures to maintain compliance, we cannot assure
you that environmental laws and regulations will not change or become more stringent in the future. Therefore, we cannot
assure you that our costs of complying with current and future environmental and health and safety laws, and any liabilities
arising from past or future releases of, or exposure to, hazardous substances will not adversely affect our business, financial
condition or results of operations.
Risks Related to Litigation
We are the subject of pending litigation, which is costly and time-consuming to defend, and if decided against us, could
require us to pay substantial judgments or settlements. We may be the subject of future securities or other litigation,
which could adversely affect our company, our business and our liquidity.
We are the subject of certain pending litigation. Any litigation is costly, and time consuming to defend and may
distract our management from the daily operations of our business. We may be the subject of additional future litigation,
which could adversely affect our company, our business and our liquidity. Although we maintain insurance coverage, we
cannot assure you that this insurance coverage will be sufficient to cover the substantial fees of lawyers and other
professionals advisors relating to these pending lawsuits or any future litigation, our obligations to indemnify our officers
and directors who may become parties to such pending and future actions, or the amount of any judgments or settlements
that we may be obligated to pay in connection with these lawsuits. In addition, these actions have caused our insurance
premiums and retention amounts to increase, and we may be subject to additional increases in the future or be subjected to
other changes in our insurance coverages. Further, given the volatility of the market price of our Common Stock, we may
be subject to future class action securities and other litigation. Accordingly, we have incurred and may continue to incur
substantial legal expenses, judgments and/or settlements relating to pending and future litigation and our management’s
time and attention may be diverted from the operation of our business, which could materially and adversely affect the
Company.
24
We may become the target of additional securities litigation, which is costly and time-consuming to defend.
In the past, companies that experience significant volatility in the market price of their publicly-traded securities
have become subject to class action securities litigation. Our stock price has been volatile, and class action securities
litigation and derivative lawsuits have been filed against us and it is possible that additional lawsuits could be brought
against us in the future. The results of complex legal proceedings are difficult to predict. These lawsuits assert types of
claims that, if resolved against us, could give rise to substantial damages, and an unfavorable outcome or settlement of
these lawsuits, or any future lawsuits, could have a material adverse effect on our business, financial condition, results of
operations and/or stock price. Even if any future lawsuits, are not resolved against us, the costs of defending such lawsuits
may be material to our business and our operations. Moreover, these lawsuits may divert our management’s attention from
the operation of our business. For more information on our legal proceedings, see Item 3 “Legal Proceedings” of this
Annual Report and Note 15 “Commitments and Contingencies - Litigation” in the accompanying consolidated financial
statements for the fiscal year ended April 30, 2020.
Risks Related to Our Common Stock
If we issue additional shares of our equity securities in the future, our stockholders may experience substantial dilution
in the value of their investment or their ownership interest.
Our certificate of incorporation currently authorizes us to issue up to 100,000,000 shares of our common stock
and to issue and designate the rights of, without stockholder approval, up to 5,000,000 shares of preferred stock. In the
future, in order to raise additional capital, we may offer additional shares of our common stock or other securities
convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by
other investors, and dilution to our stockholders in the value of their investment and their ownership and voting interest in
the Company could result. We may sell shares or other securities in any other offering at a price per share that is less than
the price per share paid by existing investors, and investors purchasing shares or other securities in the future could have
rights superior to existing stockholders.
In addition, we have a significant number of stock options and warrants outstanding. To the extent that outstanding
stock options or warrants have been or may be exercised or other shares issued, current stockholders and future investors
who have purchased our common stock will experience further dilution. In addition, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or
future operating plans. To the extent that we issue new securities or raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could result in further dilution to our stockholders or result in
downward pressure on the price of our common stock.
Historically, our stock price has been volatile, and this is likely to continue; purchasers of our common stock could
incur substantial losses as a result.
Historically, the market price of our common stock has fluctuated significantly, and we expect that this will
continue. Purchasers of our common stock could incur substantial losses relating to their investment in our stock as a result.
For the fiscal year ended April 30, 2020, the 52-week low and high prices for our common stock was $0.33 and $2.84,
respectively. Also, the stock market in general has recently experienced volatility that has often been unrelated or
disproportionate to the operating performance of particular companies. These broad market fluctuations could result in
fluctuations in the price of our common stock, which could cause purchasers of our common stock to incur substantial
losses. The market price for our common stock may be influenced by many factors, including:
● developments in our business or with respect to our projects;
the success of competitive products or technologies;
●
●
regulatory developments in the United States and foreign countries;
● developments or disputes concerning patents or other proprietary rights;
●
● quarterly or annual variations in our financial results or those of companies that are perceived to be
the recruitment or departure of key personnel;
similar to us;
● market conditions in the conventional and renewable energy industries and issuance of new or changed
securities analysts’ reports or recommendations;
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
the inability to meet the financial estimates of analysts who follow our common stock;
investor perception of our company and of our targeted markets; and
●
●
●
● general economic, political and market conditions.
25
Provisions in our corporate charter documents and under Delaware law may delay or prevent attempts by our
stockholders to change our management and hinder efforts to acquire a controlling interest in us.
As a result of our reincorporation in Delaware in April 2007, provisions of our certificate of incorporation and
bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider
favorable, including transactions in which our stockholders might otherwise receive a premium for their shares. These
provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These
provisions include:
●
●
●
advance notice requirements for stockholder proposals and nominations;
the inability of stockholders to act by written consent or to call special meetings; and
the ability of our Board of Directors to designate the terms of and issue new series of preferred stock
without stockholder approval, which could be used to institute a “poison pill” that would work to dilute
the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been
approved by our Board of Directors.
The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote is necessary to
amend or repeal the above provisions of our certificate of incorporation. In addition, absent the approval of our Board of
Directors, our bylaws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares
of capital stock entitled to vote.
In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation
from engaging in a business combination with an interested stockholder, which is generally a person who together with its
affiliates owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date
of the transaction in which the person became an interested stockholder, unless the business combination is approved in a
prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a change in control of our company.
If securities or industry analysts fail to cover us, or do not publish research or publish unfavorable or inaccurate
research about our business, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities
analysts may publish about us, our business or our industry from time to time. If one or more of these analysts cease
coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which
in turn could cause the price or trading volume of our common stock to decline. Moreover, if one or more of the analysts
who cover our company downgrade our common stock or release a negative report, or if our operating results do not meet
analyst expectations, the price of our common stock could decline.
We have never paid cash dividends on our common stock, and we do not anticipate paying any cash dividends in the
foreseeable future.
We have not paid any cash dividends on our common stock to date. We currently intend to retain our future
earnings, if any, to fund the development and growth of our business. In addition, the terms of any future debt agreements
may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be the sole
source of gain for our stockholders for the foreseeable future.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
Our corporate headquarters are currently located in Monroe Township, New Jersey, where we occupy
approximately 56,000 square feet under a lease expiring on October 31, 2024. We use this facility for administration,
research and development, as well as assembly and testing of our products.
ITEM 3. LEGAL PROCEEDINGS
Employment Litigation
On June 10, 2014, the Company announced that it had terminated Charles Dunleavy as its Chief Executive Officer
and as an employee of the Company for cause, effective June 9, 2014, and that Mr. Dunleavy had also been removed from
his position as Chairman of the Board of Directors. On June 17, 2014, Mr. Dunleavy wrote to the Company stating that he
had retained counsel to represent him in connection with an alleged wrongful termination of his employment. On July 28,
2014, Mr. Dunleavy resigned from the Board and the boards of directors of the Company’s subsidiaries. In 2014, the
Company and Mr. Dunleavy entered into a tolling agreement with respect to his alleged employment claims pending
resolution of a securities class action and shareholder derivative litigation. The securities class action was resolved in
November 2017 and the derivatives litigation was resolved in June 2018.
26
On August 28, 2018, counsel for Mr. Dunleavy filed a demand for arbitration, captioned Charles F. Dunleavy v.
Ocean Power Technologies, Inc., Case No. 01-18-0003-2374, before the American Arbitration Association in New Jersey.
The demand names Ocean Power Technologies, Inc. as the respondent and alleges various claims and seeks declaratory
relief and permanent injunction. The demand seeks damages in the amount of $5 million for compensatory and punitive
damages, plus interest and attorneys’ fees as well as certain equitable relief. On November 8, 2018, the Company through
counsel responded to the demand for arbitration, denied all allegations, and asserted various affirmative defenses. On April
5, 2019, a three-person arbitration panel scheduled the discovery process to run from April 12, 2019 until November 9,
2019, set a pre-hearing case management conference for October 14, 2019, and set the hearing for December 9-13, 2019
in Princeton, New Jersey. On September 30, 2019, the parties completed the factual discovery process and the Company
identified its expert witnesses. On October 14, 2019, the parties participated in a pre-hearing case management conference
with arbitration panel and altered slightly the dates for the hearing. The hearing was conducted in Princeton, New Jersey
between December 9-11, 2019, and between December 16-18, 2019, and on December 18, 2019 the panel decided to
continue the hearing for at least another day. The final day of hearing has now been scheduled for July 15, 2020, and the
hearing will be conducted in Princeton, New Jersey. As of April 30, 2020, the Company has not accrued any provision
related to this matter since it is not probable and cannot reasonably estimate the loss contingency.
NASDAQ Delisting Notification
On March 3, 2020, the Company received a notification from the NASDAQ Stock Market (the “NASDAQ”)
indicating that the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive
business days and as a result, the Company is not in compliance with the minimum bid price requirement for continued
listing. The NASDAQ notice has no immediate effect on the listing or trading of the Company’s common stock. Under the
NASDAQ Listing Rules, the Company has a grace period of 180 calendar days, or until August 31, 2020, in which to
regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company’s common
stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this grace period. On
April 20, 2020, the Company received a written notice from NASDAQ indicating that, as a result of the tolling of the bid
price requirements due to COVID-19, the period within which the Company has to regain compliance was extended from
August 31, 2020 to November 13, 2020.
Spain Income Tax Audit
The Company is currently undergoing an income tax audit in Spain for the period from 2011 to 2014, the Spanish
tax inspector has raised questions with respect to the Company’s recognition of funds received during this time period from
a governmental grant from the European Commission in connection with the Waveport project. It is anticipated that we
will be assessed a penalty relating to these tax years. The Company has estimated this penalty to be $177,000 and as of
April 30, 2020 and 2019 has recorded the penalty in Accrued expenses in the Consolidated Balance Sheet.
Item 4. MINE SAFETY DISCLOSURES
None.
27
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Stockholders
Our common stock is listed on the Nasdaq Capital Market, under the symbol “OPTT.” As of June 23, 2020, there
were 139 holders of record for shares of our common stock. Since a portion of our common stock is held in “street” or
nominee name, we are unable to determine the exact number of beneficial holders.
Dividend Policy
We have never declared or paid any cash dividends on our common stock, and we do not currently anticipate
declaring or paying cash dividends on our common stock in the foreseeable future. We currently intend to retain all of our
future earnings, if any, to finance the growth and development of our business. Any future determination relating to our
dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including
future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and
other factors that our board of directors may deem relevant.
Transfer Agent Information
Our transfer agent is Computershare Trust Company, N.A. Computershare is located at 250 Royall Street, Canton,
MA 02021-1011. Its contact information is: United States and Canada: (800) 662 - 7232, International (781) 575 - 4238
and its website is located at www.computershare.com.
Purchases of Equity Securities by the Issuer
The following table details our share repurchases for the three months ended April 30, 2020:
Period
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans
Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the Plan
February 1 - February 29 .............................
March 1 - March 31 .....................................
April 1 - April 30 .........................................
- $
- $
- $
-
-
-
-
-
-
-
-
-
Equity Compensation Plan Information
See “Part III, Item 12- Security Ownership of Certain Beneficial Owners, Management and Related Stockholder
Matters- Equity Compensation Plan Information.”
Unregistered Sales of Equity Securities and Use of Proceeds
On August 13, 2018, we issued to Aspire Capital 21,428 shares of our common stock as a commitment fee
pursuant to the terms of a common stock purchase agreement dated August 13, 2018. The agreement was cancelled on
October 24, 2019, and as of that date, we sold 162,162 shares of common stock with an aggregate market value of $949,259
at an average price of $5.85 per share.
On October 24, 2019, we issued to Aspire Capital 194,805 shares of common stock as a commitment fee pursuant
to the terms of a common stock purchase agreement dated October 24, 2019. As of April 30, 2020, we have sold 1,399,205
shares of common stock with an aggregate market value of $1,145,994 at an average price of $0.82 per share pursuant to
this agreement with Aspire Capital.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
28
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together
with our consolidated financial statements and the related notes and other financial information included elsewhere in this
Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual
Report, including information with respect to our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this
Annual Report, and elsewhere in this report, for a discussion of important factors that could cause actual results to differ
materially from the results described in or implied by the forward-looking statements contained in the following discussion
and analysis. Our fiscal year ends on April 30. References to fiscal 2020 are to the fiscal year ended April 30, 2020.
Business Update Regarding COVID-19
As a result of the COVID-19 pandemic, the Company in March 2020 put in place a number of protective measures
in response to the COVID-19 outbreak. These measures included the canceling of all commercial air travel and all other
non-critical travel, requesting that employees limit non-essential personal travel, eliminating all but essential third-party
access to our facilities, enhancing our facility janitorial and sanitary procedures, encouraging employees to work from
home to the extent their job function enables them to do so, encouraging the use of virtual employee meetings, and
providing staggered shifts and social distancing measures for those employees associated with manufacturing operations.
The current COVID-19 pandemic has presented substantial health and economic risks, uncertainties and
challenges to our business, the global economy and financial markets. It is not currently possible to predict how long the
pandemic will last or the time it will take for economies to return to prior levels. The extent to which COVID-19 impacts
our business, operations, financial results and financial condition, and those of our suppliers and customers will depend on
future developments which are highly uncertain and cannot be predicted with certainty or clarity, including the duration
and continuing severity of the outbreak and additional government actions to contain COVID-19. The volatility caused in
the stock markets by the pandemic may make it difficult for the Company to raise capital. In March 2020, one of the
Company’s customers cancelled a portion of their contract due to the outbreak of COVID-19. The Company has delayed
the deployment of its PB3 PowerBouy® in Chile from April, 2020 to September, 2020 due to travel restrictions imposed
by the U.S. and Chile. For additional information on various uncertainties and risks posed by the COVID-19 pandemic,
see Part I, Item 1A “Risk Factors” of this report.
As a result of the COVID-19 pandemic, on March 27, 2020, the U.S. Government passed into law the Coronavirus
Aid, Relief and Economic Security Act, or the (“CARES Act”). On May 3, 2020, the Company signed a Paycheck
Protection Program (“PPP”) loan with Santander Bank, N.A. (“Santander”) as the lender for $890,347 in support through
the Small Business Association (“SBA”) under the PPP Loan. The PPP Loan is unsecured and evidenced by a note in favor
of Santander as the lender (the “Note”) and governed by a Loan Agreement with Santander (the “Loan Agreement”). The
Company received the proceeds on May 5, 2020. The SBA allows loan forgiveness for costs incurred and paid for a) payroll
costs, b) interest on any real or personal property mortgage incurred prior to February 15, 2020, c) rent on any lease in
force prior to February 15, 2020, and d) utility payments for which service began before February 15, 2020. Additional
information on the Company’s liquidity and going concern can be found in Note 1 to the Consolidated Financial Statements
and under Part I, Item 1A “Risk Factors” of this report.
Overview
We aspire to transform the world through innovative ocean-energy solutions. We are a marine power solutions
provider that designs, manufactures, sells and services our products while working closely with partners that provide
payloads, integration services, and marine installation capabilities. Our solutions provide distributed offshore power which
is persistent, reliable, and economical along with power and communications for remote surface and subsea applications.
Our mission and purpose is to utilize our proprietary, state-of-the-art technologies to reduce the global carbon footprint by
providing renewable solutions for reliable electrical power and, in so doing, drive demand for our products and services,
thus realizing positive stockholder returns.
29
We also continue to develop and commercialize our proprietary systems that generate electricity by harnessing
the renewable energy of ocean waves for our PowerBuoy, and solar power for our newest product, the hybrid PowerBuoy.
The PB3 PowerBuoy® uses proprietary technologies that convert the kinetic energy created by the heaving motion of
ocean waves into electricity. Based on feedback from our current customers, discussions with potential future customers
in the offshore oil and gas, defense and security, science and research and communications, as well as government
applications in fishery protection, together with our market research and publicly available data, we believe that numerous
markets have a direct need for our solutions. While our recent projects have been in the oil and gas industry, we believe
there is an increasing need for our products and solutions in areas such as fishery protection, offshore windfarm support,
marine surveillance, and ocean-based laboratories. We believe that having demonstrated the capability of our solutions we
can advance our product and services and gain further adoption from our target markets. Our marketing efforts are focused
on offshore locations that require a cost- efficient solution for renewable, reliable and persistent power and
communications, either by supplying electric power to payloads that are integrated directly with our product or located in
its vicinity, such as on the seabed and in the water column. We believe we are the leader in offshore autonomous ocean
wave power conversion technology which provides renewable power for offshore operations that were previously difficult
to decarbonize.
Our achievements during fiscal 2020 included the Company’s first commercial sale of a PB3 to Enel Green Power
(“EGP”). We continued work on projects with Premier Oil (“PMO”) and Eni S.p.A. (“Eni”) and commenced work with
the U.S. Navy Small Business Innovation Research (“U.S. SBIR”) program, and a leading oil & gas operator. During the
fiscal year, the Company continued development of the hybrid and its subsea battery solutions. The Company also signed
a memorandum of understanding with Modus Seabed Intervention Ltd. (“Modus”) to develop and deliver innovative
solutions including a combined AUV charging station which will be able to utilize the PowerBuoy® system for topside
charging and communications.
We were incorporated in New Jersey in 1984, began business operations in 1994, and were re-incorporated in
Delaware in 2007. We currently have five wholly-owned subsidiaries: Ocean Power Technologies Ltd., organized under
the laws of the United Kingdom, Reedsport OPT Wave Park LLC, organized under the laws of Oregon, and Oregon Wave
Energy Partners I, LLC, organized under the laws of Delaware, Ocean Power Technologies (Australasia) Pty Ltd
(“OPTA”), organized under the laws of Australia. OPTA owns 100% of Victorian Wave Partners Pty. Ltd. (“VWP”), which
is also organized under the laws of Australia.
Our Products
PB3 PowerBuoy®
The PB3 generates electricity by harnessing the renewable energy of ocean waves. In addition to our PB3, we
continue to develop our PowerBuoy® product line including our turnkey surveillance system, the hybrid and the subsea
battery.
The PB3 features a unique onboard power take-off (“PTO”) system, which incorporates both energy storage and
energy management and control systems. The PB3 generates a nominal name-plated capacity rating of up to a nominal 3
kilowatts of peak power during recharging of the onboard batteries. Power generation is deployment-site dependent
whereby average power generated can increase substantially at very active sites. Our standard ESS has an energy capacity
of up to a nominal 150 kilowatt-hours to meet specific application requirements. We believe there is a substantial
addressable market for the current capabilities of our PB3, which we believe could be utilized in a variety of applications.
The PB3 is designed to generate power for use independent of the power grid in remote offshore locations. The
hull consists of a main spar structure loosely moored to the seabed and surrounded by a floating annular-structure that can
freely move up and down in response to the passage of the waves. The PTO system includes a mechanical actuating system,
an electrical generator, a power electronics system, our control system, and our ESS which are sealed within the hull. As
ocean waves pass the PB3, the mechanical stroke action created by the rising and falling of the waves is converted into
rotational mechanical energy by the PTO, which in turn, drives the electric generator. The power electronics system then
conditions the electrical output which is collected within an ESS. The operation of the PB3 is controlled by our customized,
proprietary control system.
The control system uses sensors and an onboard computer to continuously monitor the PB3 subsystems. We
believe that this ability to optimize and manage the electric power output of the PB3 is a significant advantage of our
technology. In the event of large storm waves, the control system automatically locks the PB3 and electricity generation is
suspended. However, the load center (either the on-board payload or one in the vicinity of the PB3 may continue to receive
power from the ESS. When wave heights return to normal operating conditions, the control system automatically unlocks
the PB3 and electricity generation and ESS replenishment recommences. This safety feature helps to prevent the PB3 from
being damaged by storms.
30
The PB3 can be transported over land to the deployment port using conventional transportation methods. Once at
port, the PB3 can be lifted into the water or onboard a vessel using a readily available crane of appropriate capacity. The
PB3 may then be towed to site using a standard vessel (if the location is within an appropriate distance from the port), or
the PB3 may be carried aboard a vessel to its offshore location and craned into the water at site. The PB3 is then attached
to the mooring system, which is installed during a separate operation, after which a brief commissioning process places the
PB3 into operation.
We believe that using wave energy for electricity generation has the following potential benefits, compared to
existing incumbent solutions.
● Scalability within a small site area. Due to the dense energy in ocean waves, we believe that
the electricity may be aggregated to supply electricity to larger payloads as a result of multiple
PB3 which are placed in an array, occupying a relatively small area. We believe the array of a
larger number of PB3 could offer end users a variety of advantages in availability, reliability
and scalability.
● Predictability. The generation of power from wave energy can be forecasted several days in
advance. Available wave energy can be calculated with a high degree of accuracy based on
satellite images and meteorological data, even when the wave field is hundreds of miles away
and days from reaching a PB3. Therefore, we believe end-users relying on PB3 for power may
be able to proactively plan their logistics, payload scheduling and other operational activities
based on such data,
● Constant source of energy. The annual occurrence of waves at certain specific sites can be
relatively constant and defined with relatively high accuracy. Based on our studies and
analyses of various sites of interest, we believe that we will be able to deploy our PB3 in
locations where the waves could produce usable electricity for the majority of the year.
Based on our market research and publicly available data, including but not limited to the U.S. Department of
Energy (“DOE”) 2019 Powering the Blue Economy Report, the Westwood Energy World ROV Operations Forecast 2019-
2023, and the World Bank Database, we believe that numerous markets have a direct need for our PB3 including offshore
oil and gas, defense and security, science and research and communications, as well as government applications in fishery
protection. Depending on payload power requirements, sensor types and other considerations, we have found that our PB3
could satisfy several application requirements within these markets. We believe that the PB3 consistently generates
sufficient power to meet the requirements of many potential customer applications within our target markets, and that the
hybrid could provide ample power in geographies where wave conditions may not be sufficient to allow the PB3 to generate
sufficient power on its own for load center requirements.
hybrid PowerBuoy®
The Company has created a hybrid PowerBuoy® that is a solar powered and liquid-fueled surface buoy, compared
to the wave power generating PB3. The hybrid is powered primarily through solar panels with liquid-fueled back-up and
is capable of providing reliable power in remote offshore locations, regardless of ocean wave conditions. We believe this
product is to be highly complementary to the PB3 by providing the Company the opportunity to address a broader spectrum
of customer deployment needs, including low-wave environments, with the potential for greater product integration within
each customer project. It is primarily intended for shorter term deployment applications such as electric remotely operated
vehicle (“eROV”) or (“ROV”) and AUV inspections and short-term maintenance, topside surveillance and
communications, and subsea equipment and controls. The hybrid is anticipated to be quickly deployable and cost-effective
solution. The design has a high payload capacity for communications and surveillance, with the capability of being tethered
to subsea payloads such as batteries, or with a conventional anchor mooring system. The hybrid generates power from both
an array of solar panels and an efficient, clean burning 1kW Stirling engine fueled by liquid propane (or biofuel for
Generation 2). This energy is stored in onboard batteries which power the aforementioned subsea and topside payloads.
The Company has designed the hybrid with a Stirling engine backup system to outperform traditional diesel buoys, which
we believe have more frequent service and refueling intervals and higher carbon intensities. We believe the hybrid will be
able to operate over a broader range of temperature and ocean wave conditions than existing diesel buoys.
The towable, boat-shaped hull design of the hybrid is appropriate for deployment anywhere in the world. Power
is generated independent of wave activity, making it a perfect solution for providing power through extreme weather and
in heaving seas, or in calm, low wave environments and is complimentary to the PB3.
As with the PB3, the control system uses sensors and an onboard computer to continuously monitor the hybriud
subsystems. We believe that this ability to optimize and manage the electric power output of the hybrid is a significant
advantage of our technology. In the event of extended cloudy periods, the control system automatically switches electricity
generation from the solar panels to the backup engine. However, the load center (either the on-board payload or one in the
vicinity of the hybrid may continue to receive power from the on-board ESS. When more suitable solar power generation
conditions return, the control system automatically stops the backup up engine and ESS replenishment recommences by
way of solar electricity generation.
31
The hybrid is designed for use with a single point umbilical and mooring but can be adapted for a 3-point mooring
installation for use as a temporary replacement for PB3 installations during planned maintenance or repairs.
The hybrid can be transported over land to the deployment port using conventional transportation methods. Once
at port, the hybrid can be lifted into the water or onboard a vessel using a readily available crane of appropriate capacity.
The hybrid may then be towed to site using a standard vessel (if the location is within an appropriate distance from the
port), or the hybrid may be carried aboard a vessel to its offshore location and craned into the water at site. The hybrid is
then attached to the single point mooring system, which is installed during a separate operation, after which a brief
commissioning process places the hybrid into operation.
The hybrid is configured with a nominal 30 kilowatt-hours of battery energy storage and approximately 1
megawatt-hour of stored energy in the propane system. While the batteries are primarily charged through solar power
generation, the propane powered Stirling engine system on the hybrid can be considered reserve energy storage, with
propane having a much higher energy storage density than lithium-ion batteries. It can be utilized when needed based on
load demand and will provide approximately 1megawatt-hour of stored energy capacity. Our research suggests this amount
of stored energy offers an attractive local, autonomous energy solution for clients in a range of industries, including but
not limited to oil and gas and marine observation, particularly for shorter term deployments.
Subsea Battery
We are also developing a subsea battery that is complementary to both of our PowerBuoy® products and can be
deployed together with our PowerBuoys® or on its own. It offers customers the option of placing additional modular and
expandable energy storage on the seabed near existing or to be installed subsea equipment. Our lithium ion subsea batteries
supply power that can enable subsea equipment, sensors, communications and AUV and eROV recharge. Our range of
PowerBuoys® is complimentary to the subsea batteries by providing a means for recharging during longer term
deployments, or the batteries can be used independently for shorter term deployments. Ideal for many remote offshore
customer applications, these subsea batteries are anticipated to be high performance, cost-efficient, and quickly deployable.
The subsea battery solutions are currently undergoing prototyping.
The subsea battery has been designed to provide continuous and/or short-term power supply from its integrated
energy storage system, enabling us to supply into a range of industries and applications, from backup power to critical
subsea infrastructure to continuous operation of subsea equipment, such as electric valves. The base design of the subsea
battery has a nominal 100 kilowatt-hours of energy storage. The subsea battery can be transported over land to the
deployment port using conventional transportation methods. Once at port, the subsea battery can be lifted onboard a vessel
using a readily available crane of appropriate capacity. The battery can then be carried aboard a vessel to its offshore
location and craned into the water at site. It comes installed on a ready deployable subsea skid suitable for installation on
the seabed. The battery is then connected to the other components on the seabed with the use of ROVs or divers.
Our analysis suggests that the growing demand for electrification of subsea infrastructure, and an increased switch
to autonomous and renewable solution, offers multiple opportunities for deploying subsea battery powered solutions over
the next few years.
Capital Raises
On August 13, 2018, the Company entered into a common stock purchase agreement with Aspire Capital Fund,
LLC (“Aspire Capital”) which provided that, subject to certain terms, conditions and limitations, Aspire Capital was
committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock over a 30-month
period that did not exceed 19.99% of the outstanding common stock on the date of the agreement. The number of shares
the Company could issue within the 19.99% was 183,591 shares. Shareholder approval was not needed since the number
of common stock offered for sale in the common stock purchase agreement did not exceed 19.99% of the outstanding
common stock on the date of the agreement. In consideration for entering into the agreement, the Company issued to Aspire
Capital 21,429 shares of our common stock as a commitment fee. The agreement was cancelled on October 24, 2019, and
as of that date, the Company had sold 162,162 shares of common stock with an aggregate market value of $949,259 at an
average price of $5.85 per share pursuant to this common stock purchase agreement.
On October 24, 2019, the Company entered into a new common stock purchase agreement with Aspire Capital
which provides that, subject to certain terms, conditions and limitations, Aspire Capital is committed to purchase up to an
aggregate of $10.0 million of shares of the Company’s common stock over a 30-month period that does not exceed 19.99%
of the outstanding common stock on the date of the agreement. The number of shares the Company can issue within the
19.99% limit is 1,219,010 shares including shares issued as a commitment fee. At the 2019 annual meeting of stockholders,
held on December 20, 2019, the Company’s stockholders approved an additional 5,400,000 shares to be issued pursuant to
the common stock purchase agreement in excess of the 19.99% limit. In consideration for entering into the agreement, the
Company issued to Aspire Capital 194,805 shares of our common stock as a commitment fee. As of April 30, 2020, the
Company has sold 1,399,205 shares of common stock with an aggregate market value of approximately $1.1 million at an
average price of $0.82 per share pursuant to this common stock purchase agreement.
32
On April 8, 2019, the Company sold 1,542,000 shares of common stock, which includes the sale of 642,000 shares
of the Company’s common stock sold by the Company pursuant to the exercise, in full, of the over-allotment option by the
underwriters in a public offering. As part of the public offering, the Company also sold prefunded warrants to purchase up
to 3,385,680 shares of common stock and common warrants to purchase up to 4,927,680 shares of our common stock. The
net proceeds to the Company from the offering were approximately $15.7 million, after deducting underwriter fees and
offering expenses payable by the Company.
On January 7, 2019, the Company entered into the 2019 ATM Facility with A.G.P./Alliance Global Partners under
which the Company may issue and sell to or through AGP, acting as agent and/or principal, shares of the Company’s
common stock having an aggregate offering price of up to $25 million. As of April 30, 2020, under the 2019 ATM Facility,
the Company has issued 5,101,405 shares of its common stock with an aggregate market value of $3.8 million at an average
price of $0.74 per share and paid AGP a sales commission of approximately $122,530 related to those shares.
The sale of additional equity or convertible securities could result in dilution to our stockholders. If additional
funds are raised through the issuance of debt securities or preferred stock, these securities could have rights senior to those
associated with our common stock and could contain covenants that would restrict our operations. We do not have any
committed sources of debt or equity financing and we cannot assure you that financing will be available in amounts or on
terms acceptable to us when needed, or at all. If we are unable to obtain required financing when needed, we may be
required to reduce the scope of our operations, including our planned product development and marketing efforts, which
could materially and adversely affect our financial condition and operating results. If we are unable to secure additional
financing, we may be forced to cease our operations.
Backlog
As of April 30, 2020, our negotiated backlog was $1.0 million. As of April 30, 2019, our negotiated backlog was
$0.9 million. Our backlog can include unfilled firm orders for our products and services from commercial and governmental
customers. If any of our contracts were to be terminated, our backlog would be reduced by the expected value of the
remaining terms of such contract.
The amount of contract backlog is not necessarily indicative of future revenue because modifications to, or
terminations of present contracts and production delays can provide additional revenue or reduce anticipated revenue. A
substantial portion of our revenue has been for the support of our product development efforts. These revenues are
recognized using the percentage-of-completion method, and changes in estimates from time to time may have a significant
effect on revenue and backlog. Our backlog is also typically subject to large variations from time to time due to the timing
of new awards.
Going Concern
Our financial statements have been prepared assuming we will continue as a going concern. We have experienced
substantial and recurring losses from operations, which losses have resulted in an accumulated deficit of $220.1 million at
April 30, 2020. Based on the Company’s cash, cash equivalents and restricted cash balances as of April 30, 2020, as well
as the $0.9 million of proceeds received from the PPP Loan on May 5, 2020, the Company believes that it will be able to
finance its capital requirements and operations into the quarter ending April 30, 2021.
The report of our independent registered public accounting firm on our consolidated financial statements for the
year ended April 30, 2020, contains an explanatory paragraph regarding our ability to continue as a going concern, based
on, among other factors, that our ability to continue as a going concern is dependent upon our ability to raise additional
external capital and increase revenues. These factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty. We cannot assure you that we will be successful in our efforts to generate revenues, become profitable,
raise additional outside capital or to continue as a going concern. If we are not successful in our efforts to raise additional
capital sufficient to support our operations, we would be forced to cease operations, in which event investors would lose
their entire investment in our company.
Critical Accounting Policies and Estimates
To understand our financial statements, it is important to understand our critical accounting policies and estimates.
We prepare our financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly
from the estimates made by our management. To the extent that there are differences between our estimates and actual
results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
We believe that the accounting policies are critical to understanding our historical and future performance, as these policies
relate to the more significant areas involving management’s judgments and estimates.
33
We believe the following accounting policies require significant judgment and estimates by us in the preparation
of our consolidated financial statements.
Revenue recognition
A performance obligation is the unit of account for revenue recognition. The Company assesses the goods or
services promised in a contract with a customer and identifies as a performance obligation either: a) a good or service (or
a bundle of goods or services) that is distinct; or b) a series of distinct goods or services that are substantially the same and
that have the same pattern of transfer to the customer. A contract may contain a single or multiple performance obligations.
For contracts with multiple performance obligations, the Company allocates the contracted transaction price to each
performance obligation based upon the relative standalone selling price, which represents the price the Company would
sell a promised good or service separately to a customer. The Company determines the standalone selling price based upon
the facts and circumstances of each obligated good or service. The majority of the Company’s contracts have no observable
standalone selling price since the associated products and services are customized to customer specifications. As such, the
standalone selling price generally reflects the Company’s forecast of the total cost to satisfy the performance obligation
plus an appropriate profit margin.
The nature of the Company’s contracts may give rise to several types of variable considerations, including
unpriced change orders and liquidated damages and penalties. Variable consideration can also arise from modifications to
the scope of services. Variable consideration is included in the transaction price to the extent it is probable that a significant
reversal of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is
resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction
price are based largely on our assessment of legal enforceability, performance and any other information (historical, current,
and forecasted) that is reasonably available to us.
The Company recognizes revenue when or as it satisfies a performance obligation by transferring a good or service
to a customer, either (1) at a point in time or (2) over time. A good or service is transferred when or as the customer obtains
control of it. The evaluation of whether control of each performance obligation is transferred at a point in time or over time
is made at contract inception. Input measures such as costs incurred or time elapsed are utilized to assess progress against
specific contractual performance obligations for the Company’s services. The selection of the method to measure progress
towards completion requires judgment and is based on the nature of the services to be provided. For the Company, the
input method using costs incurred or time elapsed best represents the measure of progress against the performance
obligations incorporated within the contractual agreements. When the Company’s estimate of total costs to be incurred to
satisfy the performance obligations exceed revenue, the Company recognizes the loss immediately.
Financial Operations Overview
Over the next several years, it is our goal to fund the majority of our product development efforts with sources
from commercial relationships, including cost-sharing agreements. If we are unable to obtain commercial relationships or
cost-sharing arrangements, we may be forced to curtail our development expenses and scope to reduce our overall expenses.
We recently narrowed our development focus to the PB3 to drive toward commercialization of that product and to reduce
our overall expenses.
The following table provides information regarding the breakdown of our revenues by customer for fiscal years
2020 and 2019:
Twelve months ended April 30,
2020
2019
Eni S.p.A. ..................................................................... $
Premier Oil UK Limited ...............................................
EGP ..............................................................................
Other .............................................................................
$
173 $
148
1,211
150
1,682 $
341
206
23
62
632
We currently focus our sales and marketing efforts on parts of North and South America, Europe, and Asia. The
following table shows the percentage of our revenues by geographical location of our customers for fiscal 2020 and 2019:
Customer Location
Twelve months ended April 30,
2020
2019
Europe ........................................................................
South America ............................................................
North America ............................................................
22 %
72 %
6 %
100 %
0 %
92 %
8 %
100 %
34
Foreign exchange loss
We transact business in various countries and have exposure to fluctuations in foreign currency exchange rates.
Foreign exchange gains and losses arise in the translation of foreign-denominated assets and liabilities, which may result
in realized and unrealized gains or losses from exchange rate fluctuations. Since we conduct our business in US dollars
and our functional currency is the US dollar, our main foreign exchange exposure, if any, results from changes in the
exchange rate between the US dollar and the British pound sterling, the Euro and the Australian dollar.
We maintain cash accounts that are denominated in British pounds sterling, Euros and Australian dollars. These
foreign denominated accounts had a balance of $0.3 million as of April 30, 2020 and $0.7 million as of April 30, 2019,
compared to our total cash, cash equivalents, and restricted cash balances of $10.9 million as of April 30, 2020 and $17.2
million as of April 30, 2019. These foreign currency balances are translated at each month end to our functional currency,
the US dollar, and any resulting gain or loss is recognized in our results of operations.
In addition, a portion of our operations is conducted through our subsidiaries in countries other than the United
States, specifically Ocean Power Technologies Ltd. in the United Kingdom, the functional currency of which is the British
pound sterling, and Ocean Power Technologies (Australasia) Pty Ltd. in Australia, the functional currency of which is the
Australian dollar. Both of these subsidiaries have foreign exchange exposure that results from changes in the exchange rate
between their functional currency and other foreign currencies in which they conduct business.
We currently do not hedge our exchange rate exposure. However, we assess the anticipated foreign currency
working capital requirements and capital asset acquisitions of our foreign operations and attempt to maintain a portion of
our cash and cash equivalents denominated in foreign currencies sufficient to satisfy these anticipated requirements. We
also assess the need and cost to utilize financial instruments to hedge currency exposures on an ongoing basis and may
hedge against exchange rate exposure in the future.
Results of Operations
This section should be read in conjunction with the discussion below under “- Liquidity and Capital Resources.”
Fiscal Years Ended April 30, 2020 and 2019
The following table contains selected statement of operations information, which serves as the basis of the
discussion of our results of operations for the years ended April 30, 2020 and 2019:
Twelve months ended April 30,
2020
2019
(in thousands)
% change
2020 period to
2019 period
Revenues ............................................................................... $
Cost of revenues ...................................................................
Gross loss ......................................................................
Operating expenses:
Engineering and product development costs ....................
Selling, general and administrative costs ..........................
Total operating expenses ..............................................
Operating loss .......................................................................
Gain due to the change in fair value of warrant liabilities ....
Interest income, net ...............................................................
Foreign exchange loss ...........................................................
Loss before income taxes ......................................................
Income tax benefit ........................................................
Net loss ................................................................................. $
1,682 $
1,787
(105 )
4,344
6,916
11,260
(11,365 )
6
124
(12 )
(11,247 )
895
(10,352 ) $
632
1,303
(671 )
4,984
7,616
12,600
(13,271 )
195
35
(55 )
(13,096 )
850
(12,246 )
166 %
37 %
-13 %
-9 %
-97 %
254 %
-78 %
-14 %
5 %
-15 %
Revenues
Revenues for the fiscal years ended April 30, 2020 and 2019 were approximately $1.7 million and $0.6 million,
respectively. The increase of approximately $1.1 million over 2019 was mainly attributable to a new contract signed in
fiscal year 2020 with EGP.
35
Cost of revenues
Our cost of revenues consists primarily of incurred material, labor and manufacturing overhead expenses, such as
engineering expense, equipment depreciation and maintenance and facility related expenses, and includes the cost of
equipment to customize the PowerBuoy® supplied by third-party suppliers. Cost of revenues also includes PowerBuoy®
system delivery and deployment expenses and may include anticipated losses at completion on certain contracts.
Cost of revenues for the fiscal years ended April 30, 2020 and 2019 were approximately $1.8 million and $1.3
million, respectively. The increase of approximately $0.5 million, or 37%, over 2019 was mostly due to higher upfront
spending and material costs on the new EGP contract signed in fiscal 2020 as compared to the same period in the fiscal
2019.
Engineering and product development costs
Our engineering and product development costs consist of salaries and other personnel-related costs and the costs
of products, materials and outside services used in our product development and unfunded research activities. Our product
development costs relate primarily to our efforts to increase the power output and reliability of our PowerBuoy® system,
and to the development of new products, product applications and complementary technologies. We expense all of our
engineering and product development costs as incurred.
Engineering and product development costs during the fiscal year ended April 30, 2020 were $4.3 million as
compared to $5.0 million for fiscal year 2019. The decrease of $0.7 million, or 13%, is due to lower spending on PB3
PowerBuoy® builds for future customer contracts and lower spending on product development compared to the same
period in fiscal 2019.
Selling, general and administrative costs
Our selling, general and administrative costs consist primarily of professional fees, salaries and other personnel-
related costs for employees and consultants engaged in sales and marketing and support of our PowerBuoy® systems and
costs for executive, accounting and administrative personnel, and other general corporate expenses.
Selling, general and administrative costs during the fiscal year months ended April 30, 2020 were $6.9 million as
compared to $7.6 million for fiscal year 2019. The decrease of $0.7 million, or 9%, is primarily attributable to lower
spending on professional fees of $0.4 million and lower employee related costs of $0.3 million partly offset by higher sales
and marketing of $0.2 million.
Gain due to the change in fair value of warrant liabilities
The fair value of our financial instruments reflects the amounts that would be paid to transfer a liability in an
orderly transaction between market participants at the measurement date (exit price). The fair value of our warrant liabilities
is subject to remeasurement each financial statement reporting period, as such, changes in this fair value are reflected in
the statement of operations.
The change in fair value of warrant liabilities during the fiscal year ended April 30, 2020 was an unrealized gain
of $6,000 versus an unrealized gain of $195,000 for the fiscal year ended April 30, 2019. The change between periods is
mainly due to a lower stock price for the twelve months ended April 30, 2020.
Interest income, net
Interest income, net consists of interest received on cash and cash equivalents, investments in money market
accounts and interest expense paid on certain obligations to third parties. Total cash, cash equivalents, and restricted cash
was $10.9 million as of April 30, 2020, compared to $17.2 million as of April 30, 2019.
Interest income, net during the fiscal year 2020 was approximately $124,000 compared to $35,000 for fiscal 2019.
The increase in interest income year over year is due to a higher average cash balance in fiscal year 2020.
Foreign exchange gain/(loss)
Foreign exchange loss was approximately $12,000 for fiscal year 2020 as compared to a foreign exchange loss of
$55,000 for fiscal year 2019. The difference was attributable primarily to the relative change in value of the British pound
sterling, Euro and Australian dollar compared to the U.S. dollar during the two periods.
36
Income tax benefit
During the fiscal years ended April 30, 2020 and 2019, the Company sold New Jersey State net operating losses
and research and development credits in the amount of $10.0 million and $9.1 million, respectively, resulting in the
recognition of income tax benefits of $0.9 million in each year. The Company has a full valuation allowance against its
deferred tax assets.
Liquidity and Capital Resources
Since our inception, the cash flows from customer revenues have not been sufficient to fund our operations and
provide the capital resources for our business. For the two years ended April 30, 2020, our aggregate revenues were $2.3
million, our aggregate net losses were $22.6 million and our aggregate net cash used in operating activities was $22.7
million.
Net cash used in operating activities
Net cash flows used in operating activities during the fiscal year ended April 30, 2020 were $10.6 million, a
decrease of $1.5 million, when compared to $12.1 million during the fiscal year ended April 30, 2019. The change was the
result of a decrease in net loss of $1.9 million offset by an increase in cash outflow related to the changes in operating
assets and liabilities of $1.3 million. Fiscal year 2019 includes a deferred credit payment of $0.6 million.
Net cash used in investing activities
Net cash used in investing activities was approximately $65,000 for fiscal year 2020 versus net cash used by
investing activities of approximately $29,000 for fiscal year 2019. The change was primarily the result of the Company’s
increased spending on equipment of $11,000 and the prior period included a net change in the marketable securities of
$25,000.
Net cash provided by financing activities
Net cash provided by financing activities was approximately $4.4 million in fiscal year 2020, and net cash
provided by financing activities was approximately $17.2 million for fiscal 2019. The decrease in net cash provided in
fiscal year 2020 compared to fiscal year 2019 was due primarily to the Company receiving more proceeds from sales of its
common stock in fiscal year 2019.
Effect of exchange rates on cash and cash equivalents
The effect of exchange rates on cash and cash equivalents was a reduction of approximately $32,000 in fiscal year
2020, a decrease of $48,000 from fiscal year 2019, respectively. The effect of exchange rates on cash and cash equivalents
results primarily from gains or losses on consolidation of foreign subsidiaries and foreign denominated cash and cash
equivalents.
Liquidity Outlook
Our financial statements have been prepared assuming we will continue as a going concern. We have experienced
substantial and recurring losses from operations, which losses have caused an accumulated deficit of $220.1 million at
April 30, 2020. We generated revenues of only $1.7 million in fiscal year 2020, and $0.6 million in fiscal year 2019. Based
on the Company’s cash, cash equivalents and restricted cash balances as of April 30, 2020, as well as the $0.9 million of
proceeds received from the PPP Loan on May 5, 2020, the Company believes that it will be able to finance its capital
requirements and operations into the quarter ending April 30, 2021. These conditions raise substantial doubt about our
ability to continue as a going concern.
We expect to devote substantial resources to continue our development efforts for our products and to expand our
sales, marketing and manufacturing programs associated with the continued commercialization of our products. Our future
capital requirements will depend on a number of factors, including but not limited to:
● our ability to commercialize our products, and achieve and sustain profitability;
● our continued development of our proprietary technologies, and expected continued use of cash from
operating activities unless or until we achieve positive cash flow from the commercialization of our
products and services;
● our ability to obtain additional funding, as and if needed which will be subject to a number of factors,
including market conditions, and our operating performance;
the impact of COVID-19 pandemic on our business, operations, customers, suppliers and manufacturers;
●
37
● our estimates regarding expenses, future revenues and capital requirements;
●
the adequacy of our cash balances and our need for additional financings;
● our ability to develop and manufacture commercially viable products;
● our ability to successfully develop and market new products, such as subsea battery solutions;
●
that we will be successful in our efforts to commercialize our products or the timetable upon which
commercialization can be achieved, if at all;
● our ability to identify and penetrate markets for our products and our wave energy technology;
● our ability to implement our commercialization strategy as planned, or at all;
●
our relationships with our strategic partners may not be successful and we may not be successful in
establishing additional relationships;
the reliability of our technology and our products;
● our ability to maintain the listing of our common stock on the Nasdaq Capital Market;
●
● our ability to improve the power output, survivability and reliability of our products;
●
●
the impact of pending and threatened litigation on our business, financial condition and liquidity;
changes in current legislation, regulations and economic conditions that affect the demand for renewable
energy;
● our ability to compete effectively in our target markets;
● our limited operating history and history of operating losses;
● our sales and marketing capabilities and strategy in the United States and internationally; and
● our ability to protect our intellectual property portfolio.
Our business is capital intensive, and, to date, we have been funding our business principally through sales of our
securities, and we expect to continue to fund our business with sales of our securities and, to a limited extent, with our
revenues until, if ever, we generate sufficient cash flow to internally fund our business. This is largely a result of the high
engineering and product development costs associated with our product development. We anticipate that our operating
expenses will be approximately $14.0 million in fiscal year 2021 including product development spending of more than
$6.9 million. We may choose to reduce our operating expenses through personnel reductions, and reductions in our research
and development and other operating costs during the fiscal year 2021, if we are not successful in our efforts to raise
additional capital. We cannot assure you that we will be able to increase our revenues and cash flow to a level which would
support our operations and provide sufficient funds to pay our obligations for the foreseeable future. Further, we cannot
assure you that we will be able to secure additional financing or raise additional capital or, if we are successful in our
efforts to raise additional capital, of the terms and conditions upon which any such financing would be extended. If we are
unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Off-Balance Sheet Arrangements
Since inception, we have not engaged in any off-balance sheet financing activities.
Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases (Topic
842).” which amends the existing guidance on accounting for leases. Topic 842 was further clarified and amended within
ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20. The new standard establishes a right-of-
use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with
terms longer than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Leases
will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the
income statement. ASU 2016-02 was effective for annual periods beginning after December 15, 2018, including interim
periods within those annual periods, with early adoption permitted. The guidance permits the Company to utilize the
package of practical expedients that, upon adoption of Topic 842, allows entities to (1) not reassess whether any expired
or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as
of the date of adoption and (3) not reassess initial direct costs for any existing leases. Additionally, the Company elected
to exclude short-term leases having initial terms of 12 months or less and recognizes rent expense on a straight-line basis
over the lease term. The Company adopted Topic 842 on May 1, 2019 using the modified retrospective approach. Under
this approach, comparative periods presented in the financial statements in which the new lease standard is adopted will
continue to be presented in accordance with prior GAAP. The adoption of this standard resulted in the Company
recognizing a ROU and a lease liability of approximately $1.4 million and $1.5 million, respectively, and eliminating
deferred rent of $39,000 and an unamortized lease incentive receivable of $108,000. Refer to Note 6 to the Consolidated
Financial Statements for disclosure requirements related to the adoption of this standard.
38
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),
Measurement of Credit Losses on Financial Instruments.” The amendment in this update replaces the incurred loss
impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within
its scope, including trade receivables. This update is intended to provide financial statement users with more decision-
useful information about the expected credit losses. This ASU is effective for annual periods and interim periods beginning
after December 15, 2019. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its
consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” The ASU modifies,
removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement.
ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of
significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of
measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in
the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon
their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any
removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until
their effective date. The Company is evaluating the effect ASU 2018-13 will have on its Consolidated Financial Statements
and disclosures and has not yet determined the effect of the standard on its ongoing financial reporting at this time.
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles — Goodwill and Other — Internal-Use
Software (Subtopic 350-40).” The ASU provides for the recognition of an intangible asset for the costs of internal-use
software licenses included in a cloud computing arrangement. Costs of arrangements that do not include a software license
should be accounted for as a service contract and expensed as incurred. This ASU is effective for fiscal years beginning
after December 15, 2019, with early adoption permitted. The ASU permits two methods of adoption: prospectively to all
implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The
Company is evaluating the effect ASU 2018-15 will have on its Consolidated Financial Statements and disclosures and has
not yet determined the effect of the standard on its ongoing financial reporting at this time.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this item are listed in Item 15 - “Exhibits and
Financial Statement Schedules” of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-
15(b). Based upon that evaluation, as of April 30, 2020, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective.
39
Internal Control over Financial Reporting
The annual report of management on the Company’s internal control over financial reporting is provided under
“Reports of Management” on page F-2, which is incorporated herein by reference as if fully set forth herein. As described
therein, management concluded that the Company’s internal control over financial reporting was effective as of April 30,
2020.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred during the quarter ended April 30, 2020 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
40
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Directors
All of the directors bring to our Board of Directors executive leadership experience from their service as
executives and/or directors of our Company and/or other entities. The biography of each director contains information
regarding the person’s service as a director, business experience, director positions held currently or at any time during the
last five years, and the experiences, qualifications, attributes and skills that caused the Nominating and Corporate
Governance Committee and our Board of Directors to determine that the person should serve as a director, given our
business and structure.
Name
Terence J. Cryan
Dean J. Glover
George H. Kirby III
Steven M. Fludder
Robert K. Winters
Kristine S. Moore
Age
57
54
50
60
52
58
Position(s) with the Company
Chairman of the Board
Vice Chairman of the Board and Independent Director
Chief Executive Officer and Director
Independent Director
Independent Director
Independent Director
Served as
Director
From
2012
2014
2015
2016
2016
2018
Terence J. Cryan has been a member of our Board of Directors since October 2012 and Chairman of the board
since June 2014. Prior to joining our Board, Mr. Cryan was a member of our Board of Advisors. Mr. Cryan was our lead
independent director from October 2013 to June 2014 when he became Chairman of the Board. Since August 2017, Mr.
Cryan has served as the Chairman of the Board of Westwater Resources, Inc. Mr. Cryan has served on the boards of
directors of a number of other publicly traded companies including Uranium Resources, Inc. from 2006 to 2016; Global
Power Equipment Group Inc. from 2008 to 2017; Superior Drilling Products from May 2014 to 2016; Gryphon Gold
Corporation from 2009 to 2012; and The Providence Service Corporation from 2009 to 2011. Mr. Cryan served as President
and CEO of Global Power Equipment Group Inc., from March 2015 until July 2017. From September 2012 until April
2013, Mr. Cryan served as interim President and CEO of Uranium Resources, Inc., and was elected as Chairman of the
Board of Directors of Uranium Resources, Inc. in June 2014 and served until March 2016. Mr. Cryan previously served as
President and Chief Executive Officer of Medical Acoustics, LLC from 2007 through 2010. Mr. Cryan earned his Bachelor
of Arts degree from Tufts University in 1983 and a Master of Science degree in Economics from The London School of
Economics in 1984. In December 2014, Terence Cryan was named a Board Leadership Fellow by the National Association
of Corporate Directors. We believe Mr. Cryan’s qualifications to sit on our Board of Directors include his significant
experience in financial matters, his prior board and executive management experience at other companies, his broad energy
industry background and his extensive expertise in financings, mergers and acquisitions.
Dean J. Glover became a member of our Board of Directors in October 2014, and was elected Vice Chairman of
our Board of Directors in July 2016. Since March 2018, Mr. Glover has served as a member of the Board of Directors of
ConXtech. Mr. Glover is currently the CEO of Techniks Tool Group. Prior to Techniks Tool Group from October 2014
until 2017, Mr. Glover served as MIRATECH President & CEO. Prior to this, he was Senior Vice President and President
of the Products Division of Global Power Equipment Group Inc. Mr. Glover joined Global Power in December 2005 as
Chief Operating Officer of Braden Manufacturing. Prior to joining Global Power, Mr. Glover led the global supply chain
and manufacturing for Diebold Inc. Mr. Glover currently serves as a director of Oklahoma Scholastic Organization, a non-
profit organization. Mr. Glover holds a Bachelor’s degree in Mechanical Engineering from the University of Nebraska and
an M.B.A. from the Kellogg Graduate School of Management, Northwestern University. Mr. Glover has extensive
international experience having lived in various international locations for most of his career. Mr. Glover has over 30 years
of commercial and technical experience in industry. We believe Mr. Glover’s qualifications to sit on our Board of Directors
include his significant managerial, commercial, financial and technical experience in the energy technology industry.
41
George H. Kirby III has served as our President, Chief Executive Office and a member of our Board of Directors
since January, 2015. Prior to this, Mr. Kirby was Senior Vice President at AECOM Technology Corporation (NYSE:
ACM) a leading provider of engineering, procurement and construction (“EPC”) services. In this role, he led their Energy
Business Line for the north U.S. region providing services for utilities, power transmission and generation developers, and
large industrial energy efficiency end-users. Prior to AECOM, he joined SAIC Energy, Environment, & Infrastructure
(NYSE: SAIC) in January 2012 a global leader in solutions for national security, healthcare and engineering, as Managing
Director for their Asset Transactions group providing power generation investors and developers with technical and market
consulting and advisory services and was promoted to Vice President in 2013 providing EPC services to Investor Owned
Utilities. In 2009, he joined American Superconductor (Nasdaq: AMSC) as Director of Global Sales and was promoted to
Managing Director of the Americas and Australia in 2011. From 2000 to 2009, Mr. Kirby held significant leadership roles
at General Electric in both GE Energy and GE Capital (NYSE: GE) in product development, global sales, quality and
project finance. In June 2016, Mr. Kirby was elected to the Board of Trustees of the Sea Research Foundation, a non-profit
organization in Mystic, Connecticut. Mr. Kirby previously served as a director of Blade Dynamics, LLC from April to
December 2011, and Schooner, Inc. from June to October 2012. Mr. Kirby earned a Bachelor of Science degree in
Aerospace Engineering from Syracuse University in 1992 and an M.B.A. from Smeal College of Business at the
Pennsylvania State University in 2008. We believe Mr. Kirby’s significant leadership experience in the energy and
infrastructure industries qualifies him to serve on our Board of Directors.
Steven M. Fludder became a member of the Board of Directors in 2016. Mr. Fludder brings more than 30 years
of global executive leadership in energy and infrastructure markets. From November 2017 until June 2020, Mr. Fludder
served as the Chief Executive Officer for NEC Energy Solutions. Prior to joining NEC Energy Solutions, Mr. Fludder was
the Chief Executive Officer with alpha-En Corporation, a publicly traded innovative clean technology company focused
on enabling next generation lithium battery technologies. Prior to alpha-En, Mr. Fludder was Chief Executive of AECOM’s
global energy and water practice. Prior to AECOM, he was Senior Executive Vice President, Division General Manager
and Samsung group officer where he was head of worldwide sales and marketing for Samsung Engineering, a global
engineering, procurement and construction (EPC) firm serving a broad range of energy industries including power, oil &
gas, petrochemicals, and metallurgy markets. He was subsequently President of Samsung Techwin Power Systems
Division. Prior to Samsung, Mr. Fludder served as a Vice President and General Electric corporate officer where he led
GE’s $18 billion environmental business initiative as well as several global energy related business units over a 27 year
career. He has significant experience scaling and growing energy related technology businesses. Mr. Fludder holds a
Master’s degree in Mechanical Engineering from the Massachusetts Institute of Technology, a bachelor’s degree in
Mechanical Engineering from Columbia University, and a second Bachelor of Science degree from Providence College.
We believe Mr. Fludder’s qualifications to serve on our Board of Directors include his wide experience in both the energy
and infrastructure industries, as well a variety of other industry segments related to our business.
Robert K. Winters became a member of the Board of Directors in 2016. Robert Winters has been with Alpha IR
Group since September 2015, and currently serves as Senior Managing Director. He established and is running the NYC
office for Chicago-based firm, which specializes in providing strategic counsel to small- and mid-cap U.S. companies
across a broad range of industries. Prior to this, he was a partner and portfolio manager at Zesiger Capital Group, LLC for
14 years; Zesiger Capital Group, LLC is an investment advisor based in NYC, catering to both large institutional clients
and high net-worth individuals. Zesiger’s investment strategy during Mr. Winters’ tenure was to take concentrated, long-
term investment positions in small-and mid-cap stocks in the U.S., as well as in select emerging and frontier markets.
Additionally, Mr. Winters managed fixed income investments on behalf of clients at Zesiger, as well as private investments;
Mr. Winters sat on the boards of several private portfolio companies during his time at Zesiger. Prior to his work at Zesiger
Capital Group, LLC, Mr. Winters worked as a Managing Director and Senior Natural Resource analyst for almost 10 years
at Bear, Stearns & Co., Inc., where he focused on energy, metals and mining. Mr. Winters served as a director of LRM
Industries International from 2009 until 2014 Mr. Winters graduated from Georgetown University in 1990 with a dual
major in International Relations and History. We believe Mr. Winter’s qualifications to serve on our Board of Directors
include his extensive finance experience, as well his experience with small-cap and mid-cap public companies.
Kristine S. Moore became a member of the Board of Directors in 2018. From December 2015 through April
2018, Ms. Moore served as non-executive director at Achilles Ltd., a global private-equity held company based in London.
Prior to Achilles, Ltd. from 2001 to 2015, Ms. Moore was with Royal Dutch Shell (“Shell”), an international energy
company. During this time, Ms. Moore held various positions at Shell; during 2015 Ms. Moore was Vice President of
Contracting and Procurement; from 2011 to 2014, Vice President of Contracting and Procurement Operations and Group
Materials Management; from 2007 to 2010, Vice President of Global Functions Sourcing; and from 2001 to 2007, Ms.
Moore held various managerial positions. Ms. Moore is a graduate of Rice University with a Bachelor of Science in Civil
Engineering. We believe Ms. Moore’s qualifications to serve on our Board of Directors include her extensive experience
in the oil and gas markets, as well as her business background in sales, marketing, and supply chain management.
42
Executive Officers
We have one executive officer who is not also a director:
Name
Age Position with Ocean Power Technologies, Inc.
Matthew T. Shafer
49 Vice President, Chief Financial Officer and Treasurer
Matthew T. Shafer joined the Company in 2016 as Chief Financial Officer and Treasurer of the Company. Mr.
Shafer previously served as a Vice President of Finance for CBIZ (NYSE: CBZ), formerly CMF Associates since 2015
where he led teams in providing finance solutions for high-growth organizations within CMF. Prior to that Mr. Shafer
served as a Business Unit Chief Financial Officer at Bausch Health Companies (NYSE: BHC), formerly Valeant
Pharmaceuticals International, a large global publicly traded company that develops, manufactures, markets and sells
specialty pharmaceuticals and medical devices. He held this Finance Leadership role for the Valeant Dentistry, Generics
and Neurology business units, and had worked closely with commercial operations and corporate level teams on numerous
product launches, sales force expansions, mergers and acquisitions, financial systems integrations, and internal controls.
Mr. Shafer has a foundation in Public Accounting working at Arthur Andersen LLP. Mr. Shafer holds a Bachelor of Science
in Accounting from The Stillman School of Business at Seton Hall University, an MBA in Finance from Rutgers Business
School in New Brunswick, N.J. and is a Certified Public Accountant.
Corporate Governance
Our Board of Directors believes that good corporate governance is important to ensure that the Company is
managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and
practices that our Board has adopted. Complete copies of our corporate governance guidelines, committee charters and
code of business conduct and ethics are available on the corporate governance section of our website,
www.oceanpowertechnologies.com. Alternatively, you can request a copy of any of these documents by writing to our
Secretary at 28 Engelhard Drive, Monroe Township, NJ 08831.
Corporate Governance Guidelines
Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities
and to serve the best interests of the Company and our stockholders. These guidelines, which provide a framework for the
conduct of the Board’s business, provide that:
the Board’s principal responsibility is to oversee the management of the Company;
a majority of the members of the Board shall be independent directors;
the non-employee directors shall meet regularly in executive session;
●
●
●
● directors have full and free access to management and, as necessary and appropriate, independent
●
advisors; and
at least annually, the Board and its committees will conduct a self-evaluation to determine whether they
are functioning effectively.
Audit Committee
The members of our Audit Committee are Dean J. Glover, Steven M. Fludder and Robert K. Winters. Mr. Glover
is the chair of the Audit Committee. The Board of Directors has determined that Mr. Glover is an “audit committee financial
expert” within the meaning of the regulations of the Securities and Exchange Commission (the “SEC”). The Audit
Committee met 4 times in fiscal 2020. Our Board has also determined that all Audit Committee members meet the
independence requirements contemplated by Rule 5605(c) of the Nasdaq Stock Market and Rule 10A-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Our Audit Committee assists our Board of Directors in its oversight of the integrity of our consolidated financial
statements, our independent registered public accounting firm’s qualifications, independence and performance.
Our Audit Committee’s responsibilities include: appointing, approving the compensation of, and assessing the
independence of, our independent registered public accounting firm; overseeing the work of our independent registered
public accounting firm, including through the receipt and consideration of reports from our independent registered public
accounting firm; reviewing and discussing with management and our independent registered public accounting firm our
annual and quarterly consolidated financial statements and related disclosures; monitoring our internal control over
financial reporting, disclosure controls and procedures and code of business conduct and ethics; establishing procedures
for the receipt and retention of accounting related complaints and concerns; meeting independently with our independent
registered public accounting firm and management; and preparing the Audit Committee report required by SEC regulations.
Material Changes in Director Nominations Process
There have not been any material changes to the procedures by which shareholders may recommend nominees to
our Board.
43
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers (including our
principal executive officer and principal financial officer) and directors. The Code of Business Conduct and Ethics is posted
on our website at www.oceanpowertechnologies.com and can also be obtained free of charge by sending a request to our
Secretary at 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831. Any changes to or waivers under the Code of
Business Conduct and Ethics as it relates to our chief executive officer, chief financial officer, controller or persons
performing similar functions must be approved by our Board of Directors and will be disclosed in a Current Report on
Form 8-K within four business days of the change or waiver.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers and directors
are required to file with the SEC reports of ownership and changes in ownership of Common Stock. Copies of such reports
are required to be furnished to us. Based solely on a review of the copies of such reports furnished to us, or written
representations that no other reports were required, we believe that all required reports were filed in fiscal 2020 in a timely
manner.
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
For Board service year 2020, the Board of Directors approved, for each non-employee director, an annual payment
of $45,000 and a choice of either (a) an option worth $50,000, based on the Black-Scholes formula, to purchase shares of
Common Stock with such option award or stock award to vest entirely, if at all, at the next annual meeting of stockholders
or one year from award date, whichever is earlier or (b) Common Stock worth $50,000. For fiscal year 2020 each of the
Directors chose to take a stock option exercisable for 25,000 shares. Directors serving a portion of a year receive a pro-rata
grant. Each non-employee director also receives a per annum supplement ranging from $2,000 to $9,600 for each
committee that they chair. In addition, the Chairman of the Board annually receives an additional $38,000.
We reimburse each non-employee director for out-of-pocket expenses incurred in connection with attending our
Board and Board committee meetings. Compensation for our directors, including cash and equity compensation, is
determined, and remains subject to adjustment, by our Board of Directors.
The following table summarizes compensation paid to each of our non-employee directors who served during
fiscal year 2020.
Name (1)
Fees
Earned or
Stock
Option
Paid in
Cash
($) (2)
Awards
Awards
($)
($) (3)
Total
($)
Terence J. Cryan ................................
85,000
-
22,923
107,923
Dean J. Glover ...................................
54,600
-
22,923
77,523
Steven M. Fludder .............................
53,000
-
22,923
75,923
Robert K. Winters .............................
45,000
-
22,923
67,923
Kristine S. Moore ..............................
45,000
-
22,923
67,923
(1) George H. Kirby III, the Company’s President and Chief Executive Officer, is not included in this table
as he is an employee of the Company and thus receives no compensation for his services as a Director.
The compensation received by Mr. Kirby as an employee of the Company is shown in the Summary
Compensation Table on page 46.
(2) Fees earned or paid in cash reflect annual retainer and committee meeting fees.
(3) Stock options granted to directors vest fully on the date of the first annual shareholders meeting following
the grant date. The amounts in the “Option Awards” column reflect the aggregate grant date fair value
of stock options granted during the year computed in accordance with the provisions of Accounting
Standards Codification (ASC) No. 718, “Compensation- Stock Compensation.” The assumptions used in
calculating these amounts are incorporated by reference to Note 12 to the financial statements in this
Annual Report.
44
The following table summarizes grants during fiscal year 2020.
Name
Stock
Awards
Option
Awards
Total
Terence J. Cryan (1) ............................................
Dean J. Glover (1) ...............................................
Steven M. Fludder (1) .........................................
Robert K. Winters (1) .........................................
Kristine S. Moore (1) ..........................................
-
-
-
-
-
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
(1) During fiscal year 2020, each non-executive board member was granted stock options exercisable for
25,000 shares of common stock for Board service during the year ending October 31, 2020.
EXECUTIVE COMPENSATION
Overview of Executive Compensation
Our Compensation Committee is responsible for overseeing the compensation of all of our executive officers. In
this capacity, the Compensation Committee designs, reviews and approves all compensation for our named executive
officers. The goal of the Compensation Committee is to ensure that our compensation programs are aligned with our
business goals and objectives and that the total compensation paid to each of our named executive officers is fair, reasonable
and competitive.
Compensation Objectives and Philosophy
Our compensation programs are designed to attract and retain qualified and talented executives, motivating them
to achieve our business goals and rewarding them for superior short- and long-term performance when that performance
has been properly demostrated. In particular, our compensation programs are intended to reward the achievement of
specified predetermined quantitative and qualitative goals and to align our executives’ interests with those of our
stockholders in order to attain the ultimate objective of increasing stockholder value.
Elements of Total Compensation and Relationship to Performance
Key elements of these programs include:
● base salary compensation designed to reward annual achievements, with consideration given to the
executive’s qualifications, scope of responsibility, leadership abilities and management experience and
effectiveness;
● Short-term incentive program that provide yearly cash bonus awards, where warranted, that are designed
to align executive compensation with pre-determined business objectives and demonstrated performance;
and
● Long-term incentive programs that provide equity-based incentive compensation, over one-to-three year
periods, which are primarily in the form of stock options and restricted stock, the value of which is
dependent upon the performance of our Common Stock, and which is subject to multi-year vesting that
requires continued service and/or the attainment of certain performance goals.
Determining and Setting Executive Compensation
Under direction from the Compensation Committee, our management develops compensation plans by utilizing
publicly available compensation and on-line survey data for a broad selection of national and regional companies, which
we believe are generally comparable to the Company in terms of public ownership, organizational structure, size and stage
of development, and against which we believe we may compete for executive talent. The results of these analyses and any
recommendations by management are reviewed with and approved by the Compensation Committee annually. We believe
that these compensation practices provide us with appropriate compensation guidelines. The Compensation Committee
generally targets compensation for our executives to be consistent with similarly situated executives in comparable
companies covered by the on-line survey data. Other considerations, including market factors, the unique nature of our
business and the experience level of an executive, may dictate variations to this general target.
45
Our business is characterized by a long product development cycle, including a lengthy engineering and product-
testing period. Because of this, many of the traditional benchmarking metrics, such as product sales, revenues and profits
are inappropriate for our Company at this time. Instead, the specific factors the Compensation Committee typically
considers when determining our named executive officers’ compensation include:
● key product development initiatives;
●
●
●
●
●
technology advancements;
achievement of commercial milestones;
establishment and maintenance of key strategic relationships;
implementation of appropriate financing strategies; and
financial and operating performance.
Summary Compensation Table
The following table sets forth the compensation paid or accrued during the fiscal years ended April 30, 2020 and
April 30, 2019 to our named executive officers.
Name and
Principal Position
Year
Salary
($) (1)
Bonus
($) (2)
Stock
Awards
($)
Option
Awards
($)(3)
All Other
Compensation
($)
Total
($)
George H. Kirby III .............................. 2020 391,140
President and
Chief Executive Officer
-
2019 391,140 173,138
- 70,356
- 71,480
58,805 (4) 520,301
84,104 (4) 719,862
Matthew T. Shafer ................................ 2020 253,125
Vice President,
Chief Financial Officer and
Treasurer
-
2019 253,125 73,406
- 34,320
- 41,101
7,277 (5) 294,722
9,434 (5) 377,066
Christopher Phebus (6) ........................... 2020
Vice President, Engineering
-
2019 158,649
-
-
-
-
-
-
-
-
37,590 (7) 196,239
(1) Salary represents actual salary earned during each fiscal year. The amounts in this column may be
different from the amounts listed below under description of employment agreements, due to increases
in salary levels and payments for unused vacation during each fiscal year.
(2) This amount represents bonuses earned by the named executive officers for fiscal year 2019. A
recommendation was made by management that no bonuses or merit increases would be paid for any
and all employees of the Company for fiscal year 2020, and the Board of Directors accepted that
recommendation.
(3) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options
granted during the year computed in accordance with the provisions of Accounting Standards
Codification (ASC) No. 718, “Compensation- Stock Compensation.” The assumptions used in
calculating these amounts are incorporated by reference to Note 12 to the financial statements in this
Annual Report.
(4) For fiscal year 2020, the amount of $58,805 includes $50,000 for relocation expenses, and $8,805 relates
to the Company’s matching contributions to the 401(K) Plan. For fiscal year 2019, the amount of $84,104
includes $48,025 for relocation expenses, $27,079 payout for unused vacation and $9,000 relates to the
Company’s matching contributions to the 401(K) Plan. In accordance with his employment agreement
Mr. Kirby is eligible for reimbursement of relocation expenses.
(5) For fiscal year 2020, the amount of $7,277 relates to the Company’s matching contributions to the 401(K)
Plan. For fiscal year 2019, the amount of $9,434 includes $3,637 payout for unused vacation and $5,797
relates to the Company’s matching contributions to the 401(K) Plan.
(6) Mr. Phebus joined the Company on January 15, 2018 to serve as the Company’s Vice President of
Engineering. Mr. Phebus resigned form his position as Vice President of Engineering effective
November 30, 2018.
(7) For fiscal 2019, the amount $37,590 includes $32,185 for relocation expenses and $5,405 for unused
vacation payout.
46
Employment Agreements
George H. Kirby III - President, Chief Executive Officer and Director
Under an agreement entered into on December 29, 2014, Mr. Kirby was entitled to an initial annual base salary
of $360,000 subject to adjustment upon annual review by our Board of Directors, was subsequently increased to $381,600
on May 1, 2016 and to $391,140 on May 1, 2018. Mr. Kirby is also eligible to earn discretionary incentive bonuses and
incentive compensation. The Company also reimbursed Mr. Kirby for his eligible relocation costs.
Upon the termination of his employment other than for cause, other than as a result of a change of control, or if
he terminates his employment for good reason (as such terms are defined in his employment agreement), Mr. Kirby has
the right to receive severance payments. If such termination occurs, Mr. Kirby will receive twelve months of his base salary
then in effect. Pursuant to this agreement, Mr. Kirby is prohibited from competing with us and soliciting our customers,
prospective customers or employees during the term of his employment and for a period of one year after the termination
or expiration of his employment.
Matthew T. Shafer - Vice President, Chief Financial Officer and Treasurer
On August 23, 2016, and in connection with his hiring by the Company, Mr. Shafer entered into an employment
agreement with the Company, to be effective on September 7, 2016 (the “Shafer Employment Agreement”). Under the
Shafer Employment Agreement, Mr. Shafer was entitled to an initial annual base salary of $220,000 subject to adjustment
upon annual review by the Company’s Board of Directors, was subsequently increased to $250,000 on October 18, 2017
and to $253,125 on May 1, 2018. Mr. Shafer is also eligible to earn discretionary incentive bonuses and incentive
compensation. He is also entitled to participate in all Company employee benefit plans.
Upon the termination of his employment other than for cause, or if he terminates his employment for good reason
(as such terms are defined in the Shafer Employment Agreement), Mr. Shafer has the right to receive severance payments.
If such termination occurs after completing six months of service, Mr. Shafer will receive six months of his base salary.
Pursuant to this agreement, Mr. Shafer is also subject to covenants regarding confidentiality, non-competition and non-
solicitation during and after the term of his employment.
Stock Option and Other Compensation Plans
2006 Stock Incentive Plan
Our 2006 Stock Incentive Plan was adopted by our Board of Directors on December 7, 2006, was approved by
our stockholders on January 12, 2007 and became effective on April 24, 2007. The 2006 Stock Incentive Plan provides for
the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-unit awards. On
October 2, 2009, an amendment to the 2006 Stock Incentive Plan was approved, increasing the aggregate number of shares
authorized for issuance by 42,500 shares to 82,661 shares. In 2010, our Board of Directors approved amending and restating
the 2006 Stock Incentive Plan to make certain adjustments, including imposing minimum performance periods for
performance awards and minimum vesting periods for time-based awards, a requirement that we obtain stockholder
approval prior to certain option and stock appreciation right repricing actions, and limiting the situations in which vesting
periods may be waived or accelerated. This amendment and restatement did not require the approval of our stockholders.
On October 2, 2013, a further amendment to the 2006 Stock Incentive Plan was approved by our stockholders, increasing
the aggregate number of shares authorized for issuance by an additional 40,000 shares to 122,661.
Our employees, officers, directors, consultants and advisors are eligible to receive awards under our 2006 Stock
Incentive Plan; however, incentive stock options may only be granted to our employees. The maximum number of shares
of Common Stock with respect to which awards may be granted to any participant under our 2006 Stock Incentive Plan is
10,000 per calendar year.
Our 2006 Stock Incentive Plan was administered by our Board of Directors. Pursuant to the terms of our 2006
Stock Incentive Plan, and to the extent permitted by law, our Board of Directors could delegate authority to one or more
committees or subcommittees of the Board of Directors or to our officers. Our Board of Directors or any committee to
whom the Board of Directors delegates authority selected the recipients of awards and determined:
●
●
the number of shares of Common Stock covered by options and the dates upon which the options become
exercisable;
the exercise price of options; provided, however, that the exercise price shall not be less than 100% of
the fair market value of the underlying Common Stock on the date the option is granted;
47
●
●
the duration of the options; and
the number of shares of Common Stock subject to any restricted stock or other stock-unit awards and the
terms and conditions of such awards, including conditions for repurchase, issue price and repurchase
price.
If our Board of Directors delegated authority to an officer, the officer had the power to make awards to all of our
employees, except to executive officers. Our Board of Directors fixed the terms of the awards to be granted by such officer,
including the exercise price of such awards, and the maximum number of shares subject to awards that such officer could
make.
If a merger or other reorganization event occurred, our Board of Directors could provide that all of our outstanding
options are to be assumed or substituted by the successor corporation. Our Board of Directors could also provide that, in
the event the succeeding corporation did not agree to assume, or substitute for, outstanding options, then all unexercised
options would become exercisable in full prior to the completion of the event and that these options would terminate
immediately prior to the completion of the merger or other reorganization event if not previously exercised. Our Board of
Directors could also provide for cashing out the value of any outstanding options.
No awards could be granted under our 2006 Stock Incentive Plan after December 6, 2016, but the vesting and
effectiveness of awards granted before that date could extend beyond that date. Our Board of Directors could amend,
suspend or terminate our 2006 Stock Incentive Plan at any time, except that stockholder approval would be required for
any revision that would materially increase the number of shares reserved for issuance, expand the types of awards available
under the plan, materially modify plan eligibility requirements, extend the term of the plan or materially modify the method
of determining the exercise price of options granted under the plan, or otherwise as required to comply with applicable law
or stock market requirements.
As of April 30, 2020, options to purchase 596 shares of our Common Stock at a weighted average exercise price
of $494.20 were outstanding under our 2006 Stock Incentive Plan.
As of April 30, 2020, we had granted 5,701 shares of restricted Common Stock under our 2006 Stock Incentive
Plan, of which zero remain outstanding as of April 30, 2020.
Once the 2015 Omnibus Incentive Plan (discussed below) was approved by the stockholders on October 22, 2015,
no further stock options or other awards were awarded under the 2006 Stock Incentive Plan and it was terminated.
2015 Omnibus Incentive Plan
On August 17, 2015, the Board of Directors approved, subject to the receipt of stockholder approval, the Ocean
Power Technologies, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). On October 22, 2015, the stockholders approved
the 2015 Plan and the 2006 Stock Incentive Plan was terminated. We have reserved a total of 10,000 shares of Common
Stock for issuance as or under awards to be made under the 2015 Plan, plus (y) 2,036, which was the number of shares of
Common Stock available for issuance under our 2006 Stock Incentive Plan as of the effective date of the 2015 Plan, plus
(z) the number of shares of our Common Stock related to awards under the 2006 Stock Incentive Plan as of the effective
date of the 2015 Plan which thereafter terminate by expiration, forfeiture, cancellation, or otherwise without the issuance
of such shares. Effective August 17, 2016, our Board approved and adopted an amendment to the 2015 Plan, subject to
stockholder approval, to increase the number of shares available for grant under the 2015 Plan from 12,036 to 32,036 in
order to assure that adequate shares will be available for future grants. On October 21, 2016, the stockholders approved the
amendment to the 2015 Plan. Effective September 28, 2018, our Board approved and adopted an amendment to the 2015
Plan, subject to stockholder approval, to increase the number of shares available for grant under the 2015 Plan from 32,036
to 132,036 in order to assure that adequate shares will be available for future grants. On December 7, 2018, the stockholders
approved the amendment to the 2015 Plan. Effective October 24, 2019, our Board approved and adopted an amendment to
the 2015 Plan, subject to stockholder approval, to increase the number of shares available for grant under the 2015 Plan
from 132,036 to 732,036 in order to ensure that adequate shares will be available for future grants. On December 20, 2019,
the stockholders approved the amendment to the 2015 Plan.
Description of 2015 Plan
The following is a summary of the material provisions of the 2015 Plan, as amended, and is qualified in its entirety
by reference to the complete text of the 2015 Plan, a copy of which is filed as Annex A to our Proxy Statement on Schedule
14A filed with the SEC on September 3, 2015.
48
Administration
The 2015 Plan is administered by a committee of the Board, which consists of not fewer than two directors of the
Company designated by the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3
promulgated under the Exchange Act, an “outside director” within the meaning of Section 162(m) of the Internal Revenue
Code as amended (as now in effect or later amended and any successor thereto, the “Code”) and, for so long as our Common
Stock is listed on the Nasdaq, an “independent director” within the meaning of the Nasdaq rules. Among other things, the
committee administering the 2015 Plan has full power and authority to take all actions and to make all determinations
required or provided for under the 2015 Plan, any award under the 2015 Plan or any award agreement under the 2015 Plan,
not inconsistent with the specific terms and conditions of the 2015 Plan, which the committee deems to be necessary or
appropriate to the administration of the 2015 Plan. The committee administering the 2015 Plan, may amend, modify or
supplement the terms of any outstanding award, provided that no amendment, modification or supplement of the terms of
any outstanding award shall impair a grantee’s rights under an award without the consent of the grantee. The committee
administering the 2015 Plan is also authorized to construe the award agreements and may prescribe rules relating to the
2015 Plan. Notwithstanding the foregoing, our full Board will conduct the general administration of the 2015 Plan with
respect to all awards granted to our non-employee directors. In addition, in its sole discretion, our Board may at any time
and from time to time exercise any and all rights and duties of the committee under the 2015 Plan except with respect to
matters which are required to be determined in the sole discretion of the committee under Rule 16b-3 of the Exchange Act
or Section 162(m) of the Code, or any regulations or rules issued thereunder.
Grant of Awards; Shares Available for Awards; Award Limits; Eligible Grantees
The 2015 Plan provides for the grant of stock options, SARs, restricted stock awards, stock unit awards and
unrestricted stock awards, dividend equivalent rights, performance share awards or other performance-based awards, other
equity-based awards or cash to eligible employees, officers and non-employee directors of the Company or any affiliate of
the Company, or any consultant or adviser to the Company or an affiliate who is currently providing services to the
Company or an affiliate, or to any other individual whose participation in the 2015 Plan is determined to be in the best
interests of the Company by the committee administering the 2015 Plan. The maximum number of shares of stock that can
be granted under the 2015 Plan pursuant to incentive stock option awards is currently ten thousand (10,000). The maximum
number of shares of stock subject to awards that can be granted under the 2015 Plan in any one calendar year to any person,
other than a non-employee director, is two hundred thousand (200,000). The maximum fair market value of shares of stock
that may be granted under the 2015 Plan in any one calendar year to any non-employee director is two hundred thousand
dollars ($200,000). The limitation on the amount of shares of stock issuable under the 2015 Plan is subject to adjustment
in the event of certain changes in our capital stock, such as recapitalizations, reclassifications, stock splits, reverse stock
splits, spin-offs, combinations of our stock, exchanges of our stock and other increases or decreases in our stock without
receipt of consideration.
As of April 30, 2020, options to purchase 554,879 shares of our Common Stock at a weighted average exercise
price of $2.66 were outstanding under our 2015 Omnibus Incentive Plan.
As of April 30, 2020, we had granted 17,350 shares of Restricted Common Stock under our 2015 Omnibus
Incentive Plan. 14,628 shares have vested and 2,722 shares were cancelled. There are no shares outstanding under the Plan.
The 2015 Plan will terminate automatically on October 22, 2025, which is ten years after the date on which
stockholders approve the 2015 Plan. As of April 30, 2020, there are 168,808 shares available for grant under the 2015
Omnibus Incentive Plan.
2018 Employment Inducement Incentive Award Plan
On January 18, 2018, the Board adopted the Ocean Power Technologies, Inc. Employment Inducement Incentive
Award Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 25,000
shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan.
The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3)
of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including restricted stock
units, restricted stock, performance shares and performance units, and its terms are substantially similar to the Company’s
2015 Omnibus Incentive Plan, including with respect to treatment of equity awards in the event of a “change in control”
as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq
inducement award exception.
49
In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under the
Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company
(or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the
individuals’ entry into employment with the Company. An award is any right to receive the Company’s common stock
pursuant to the 2018 Inducement Plan, consisting of a performance share award, restricted stock award, a restricted stock
unit award or a stock payment award. No Awards may be granted or awarded during any period of suspension or after
termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the
date of its adoption. Any Awards that are outstanding on the Expiration Date, or the date of termination of the Plan (if
earlier), shall remain in force according to the terms of the Plan and the applicable Award Agreement. As of April 30,
2020, there were 13,513 shares outstanding and 11,487 shares available for grant under the 2018 Inducement Plan.
2020 Outstanding Equity Awards at Fiscal Year End Table
The following table contains certain information regarding equity awards held by the named executive officers as
of April 30, 2020:
Option Awards
Numbers of
Shares
Underlying
Unexercised
Options (#)
Exercisable
Numbers of
Shares
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Stock Awards
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
Name and
Principal Position
George H. Kirby III ...............
10,000
Matthew T. Shafer .................
5,750
$
27,333 $
54,667 $
$
13,333 $
26,667 $
8.20 12/7/2028 (1)
1.05 1/16/2030 (2)
1.05 1/16/2030 (3)
8.20 12/7/2028 (4)
1.05 1/16/2030 (5)
1.05 1/16/2030 (6)
(1) Represents stock options granted December 7, 2018 relating to an aggregate of 10,000 shares of which
100% are exercisable.
(2) Represents stock options granted on January 16, 2020 relating to an aggregate of 27,333 shares which
vest over a two- year period based on service requirements.
(3) Represents stock options, with market based conditions, granted on January 16, 2020 relating to an
aggregate of 54,667 shares which vest over a two- year period when certain market price targets are met.
(4) Represents stock options granted December 7, 2018 relating to an aggregate of 5,750 shares of which
100% are exercisable.
(5) Represents stock options granted on January 16, 2020 relating to an aggregate of 13,333 shares which
vest over a two- year period based on service requirements.
(6) Represents stock options, with market based conditions, granted on January 16, 2020 relating to an
aggregate of 26,667 shares which vest over a two- year period when certain market price targets are met.
Potential Payments upon Termination of Employment or Change in Control
The following information sets forth the terms of potential payments to each of our named executive officers in
the event of a termination of employment. We did not include information for Mr. Phebus since he is no longer employed
by the Company and his departure did not trigger any payments.
Termination by Company without Cause; Termination by Executive for Good Reason. Our employment agreement
with Mr. Kirby provides for severance pay within 30 days in the event that employment is terminated by the Company,
other than for cause, upon Mr. Kirby’s disability or by the executive with good reason, in the amount of twelve months of
base salary. Mr. Kirby would also be entitled to receive any other payments owed such as a short-term bonus, long-term
compensation, benefits and expenses reimbursements to the degree such payments are owed for service provided up to the
date of termination. Finally, the expiration date of any other options held by Mr. Kirby would be extended to a date 90
days after the date of termination of employment (but not longer than the original term of such options).
50
Our employment agreement with Mr. Shafer provides, upon the termination of his employment other than for
cause, or if Mr. Shafer terminates his employment for good reason, that Mr. Shafer has the right to receive severance
payments. Mr. Shafer will receive six months of his base salary.
Termination by Company for Cause; Termination by Executive without Good Reason. Under our employment
contracts with Mr. Kirby upon termination for cause or at the executive’s election without good reason, the executive is
entitled to the base salary and benefits due and owing to the executive as of the date of termination. The employment
agreement with Mr. Shafer does not contain provisions regarding severance in the event of a termination by the Company
with or without cause or termination by the executive without good reason.
Change in Control. Our employment agreement with Mr. Kirby provides for severance pay equal to two (2) years
of base salary if a change of control occurs and Mr. Kirby is terminated by the Company or Mr. Kirby terminates the
agreement, each occurring within 90 days of the change of control. Mr. Kirby would also be entitled to receive any other
payments owed such as a short-term bonus, long-term compensation, benefits and expenses reimbursements to the degree
such payments are owed for service provided up to the date of termination. Finally, the expiration date of any other options
held by Mr. Kirby would be extended to a date 90 days after the date of termination (but not longer than the original term
of such options). In addition, to the extent that Mr. Kirby has not previously vested in rights and interests held by Mr. Kirby
under the Company’s stock and other equity plans (including stock options, restricted stock, RSU’s, performance units or
performance shares), such rights and interest would become fully vested.
The employment agreement for Mr. Shafer does not contain change of control provisions; therefore, payments for
cash severance and continued healthcare benefits are the same as for termination without cause. The restricted stock
agreement provides for accelerated stock vesting upon a change in control.
Termination upon Failure to Renew by the Company. In the event that our employment agreement with Mr. Kirby
terminates the end of the term and is not renewed as a result of a decision by the Company not to renew, prior to a decision
by Mr. Kirby not to renew, the Company will pay Mr. Kirby a severance payment in the amount of one (1) year base salary
in a lump sum within 30 days after the termination date.
The employment agreement for Mr. Shafer does not contain similar provisions.
Qualifying retirement. Under our restricted stock agreements with the named executive officers, upon a Qualifying
Retirement 50% of unvested restricted shares will vest immediately. A “Qualifying Retirement” means retirement by the
recipient after satisfaction of the conditions in either clause (A) or clause (B): (A) the recipient has both (1) attained the
age of 55 and (2) completed at least ten years of employment with the Company; or (B) the sum of the recipient’s age plus
the number of years he or she has been employed by the Company equals or exceeds 75 years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of June
23, 2020 by (a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (b) each executive officer (c) each director, and (d) all executive officers and directors as a group.
The Percentage of Common Stock outstanding is based on 17,120,565 shares of our Common Stock outstanding
as of June 23, 2020. For purposes of the table below, and in accordance with the rules of the SEC, we deem shares of
Common Stock subject to options that are currently exercisable or exercisable within sixty days of June 23, 2020 to be
outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage
ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership
of any other person. Except as otherwise noted, each of the persons or entities in this table has sole voting and investing
power with respect to all of the shares of Common Stock beneficially owned by such person, subject to community property
laws, where applicable. The street address of each beneficial owner shown in the table below is c/o Ocean Power
Technologies, Inc., 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831.
51
Name of Beneficial Owner
Number of
Shares
Beneficially
Owned
Percentage of
Shares
Beneficially
Owned
Terence J. Cryan (1) ...................................................................
George H. Kirby III (2) ..............................................................
Matthew T. Shafer (3) ................................................................
Steven M. Fludder (4) ................................................................
Dean J. Glover (5) ......................................................................
Kristine S. Moore (6) .................................................................
Robert K. Winters (7) ................................................................
7,212
16,936
6,872
6,673
11,787
2,500
6,073
All directors and executive officers as a group (7 individuals)
58,053
*
*
*
*
*
*
*
*
* Represents a beneficial ownership of less the one percent of our outstanding common stock
(1) Beneficial ownership includes 361 shares of our common stock and 6,851 shares issuable upon the
exercise of options that are currently exercisable or exercisable within sixty days of June 23, 2020.
(2) Beneficial ownership includes 6,936 shares of our common stock and 10,000 shares issuable upon the
exercise of options that are currently exercisable or exercisable within sixty days of June 23, 2020.
(3) Beneficial ownership includes 1,122 shares of our common stock and 5,750 shares issuable upon the
exercise of options that are currently exercisable or exercisable within sixty days of June 23, 2020.
(4) Beneficial ownership includes 600 shares of our common stock and 6,073 shares issuable upon the
exercise of options that are currently exercisable or exercisable within sixty days of June 23, 2020.
(5) Beneficial ownership includes 5,248 shares of our common stock and 6,539 shares issuable upon the
exercise of options that are currently exercisable or exercisable within sixty days of June 23, 2020.
(6) Beneficial ownership includes 2,500 shares issuable upon the exercise of options that are currently
exercisable or exercisable within sixty days of June 23, 2020.
(7) Beneficial ownership includes 6,073 shares issuable upon the exercise of options that are currently
exercisable or exercisable within sixty days of June 23, 2020.
Equity Compensation Plan Information
The following table sets forth the indicated information as of April 30, 2020 with respect to our equity
compensation plans:
Number of Shares
to be Issued Upon
Exercise of
Outstanding
Options and
Restricted
Stock
Weighted-Average
Exercise Price of
Outstanding
Options
Number of Shares
Remaining
Available for
Future Issuance
Under
Equity
Compensation
Plans (Excluding
Shares
Reflected in First
Column
Plan category
Equity compensation plans approved by
shareholders
Stock Options..................................................
Restricted Stock ..............................................
555,475 $
-
3.19
-
168,808 (1)
-
Equity compensation plans not approved by
shareholders
Stock Options..................................................
Restricted Stock ..............................................
-
13,513
-
N/A
-
11,487 (2)
(1) Consists of shares of our common stock available for issuance under the 2015 Omnibus Incentive Plan.
(2) Consists of shares of our common stock available for issuance under the 2018 Employee Inducement
Incentive Award Plan.
52
Our equity compensation plans consist of 2006 Stock Incentive Plan and 2015 Omnibus Incentive Plan which
were approved by our stockholders. Once the 2015 Omnibus Incentive Plan was approved by the stockholders on October
22, 2015, no further stock options or other awards were awarded under the 2006 Stock Incentive Plan and it was terminated.
Shares that are forfeited under the 2006 Stock Incentive Plan on or after October 22, 2015 will become available for
issuance under the 2015 Omnibus Incentive Plan.
The equity compensation plan that has not been approved by our shareholders is our 2018 Employee Inducement
Incentive Award Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Board Determination of Independence
Under applicable Nasdaq rules, a director will only qualify as an “independent director” if they are not an
executive officer or employee of the Company, and, in the opinion of our Board of Directors, that person does not have a
relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director.
Our Board has determined that all of our current directors are “independent directors” within the meaning of the
applicable listing standards of the Nasdaq, except for George H. Kirby III who is our President and Chief Executive Officer.
Certain Relationship and Related Person Transaction
Review and Approval of Related Person Transactions
The Audit Committee is charged with the responsibility of reviewing and approving all related person transactions
(as defined in SEC regulations), and periodically reassessing any related person transaction entered into by the Company
to ensure continued appropriateness. This responsibility is set forth in our Audit Committee charter. A related party
transaction will only be approved if the members of the Audit Committee determine that the transaction is in the best
interests of the Company. If a director is involved in the transaction, he or she will recuse himself or herself from all
decisions regarding the transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees of Independent Registered Public Accounting Firm
The following table summarizes the fees of KPMG LLP, our independent registered public accounting firm, billed
to us for each of the last two fiscal years.
Fiscal Year 2020 Fiscal Year 2019
Audit Fees (1) ............................................................................ $
Audit- Related Fees ..................................................................
Tax Fees (2) ...............................................................................
All Other Fees (3) ......................................................................
305,647 $
-
9,635
1,780
379,745
-
11,438
1,780
Total Fees ................................................................................. $
317,062 $
392,963
(1) Audit Fees consist of fees for the audit and quarterly reviews of our consolidated financial statements
and other professional services provided in connection with the statutory and regulatory filings or
engagements. Fiscal year 2020 and 2019 audit fees include fees for comfort letters and consents of
$57,500 and $128,500, respectively, related to several equity offerings. Fiscal 2020 and 2019 include
$3,147 and $6,245 for out of pocket fees, respectively.
(2) Tax Fees include fees for tax consulting and tax return preparation assistance and review.
(3) All Other Fees for fiscal 2020 and 2019 includes subscription fee for KPMG’s accounting research tool.
Pre-Approval Policies and Procedures
The Audit Committee’s policy is that all audit services and all non-audit services to be provided to us by our
independent registered public accounting firm must be approved in advance by our Audit Committee. The Audit
Committee’s approval procedures include the review and approval of a description of the services that documents the fees
for all audit services and non-audit services, primarily tax advice and tax return preparation and review.
All audit services and all non-audit services in fiscal years 2020 and 2019 were pre-approved by the Audit
Committee. The Audit Committee has determined that the provision of the non-audit services for which these fees were
rendered is compatible with maintaining the independent auditor’s independence.
53
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) (1) Financial Statements: See Index to Consolidated Financial Statements on page F-1.
(3) Exhibits: See Exhibit Index on pages 56 to 57.
ITEM 16. FORM 10-K SUMMARY
None.
54
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.
SIGNATURES
Date: June 29, 2020
OCEAN POWER TECHNOLOGIES, INC.
/s/ George H. Kirby III
By: George H. Kirby III
President and Chief Executive Officer
Pursuant to the requirements of the Securities 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/ George H. Kirby III
George H. Kirby III
President, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Matthew T. Shafer
Matthew T. Shafer
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
June 29, 2020
June 29, 2020
/s/ Terence J. Cryan
Terence J. Cryan
/s/ Dean J. Glover
Dean J. Glover
/s/ Steven M. Fludder
Steven M. Fludder
/s/ Robert K. Winters
Robert K. Winters
/s/ Kristine S. Moore
Kristine S. Moore
Chairman of the Board and Director
June 29, 2020
Vice Chairman of the Board and Director
June 29, 2020
Director
Director
Director
June 29, 2020
June 29, 2020
June 29, 2020
55
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Exhibits Index
Description
Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1 to our Quarterly
Report on Form 10-Q filed September 14, 2007).
Certificate of Amendment of Certificate of Incorporation of Ocean Power Technologies, Inc. dated October 27,
2015 (incorporated by reference from Exhibit 3.1 to Current Report on Form 8-K filed on October 28, 2015).
Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit 3.2 to the Current Report
on Form 8-K filed June 23, 2016).
Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the
State of Delaware on October 21, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K filed on October 21, 2016).
Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the
State of Delaware on March 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed on March 8, 2019).
Specimen certificate of Common Stock (incorporated by reference from Exhibit 4.1 to Form S-1/A filed March 19,
2007).
Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 4.1 to Current Report on
Form 8-K/A filed on June 7, 2016).
Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 4.1 to Current Report on
Form 8-K/A filed on July 22, 2016).
Registration Rights Agreement, dated August 13, 2018, between Ocean Power Technologies, Inc. and Aspire
Capital Fund, LLC (incorporated by reference from Exhibit 4.1 to Current Report on Form 8-K filed on August 13,
2018).
Form of Warrant Agency Agreement by and between the Company and Computershare Trust Company, N.A.
collectively as warrant agent (incorporated by reference to Exhibit 4.7 to Amendment No.2 to the Company’s
Registration Statement on Form S-1 (file No. 333-230199, filed with the SEC on April 3, 2019.
Form of Common Warrant ((incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on April 5,
2019).
Form of Pre-Funded Warrant ((incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on April
5, 2019).
10.1
Amended and Restated 2006 Stock Incentive Plan (incorporated by reference from Exhibit A to Proxy Statement
filed August 28, 2013).*
10.2
Form of Restricted Stock Agreement (incorporated by reference from Exhibit 10.1 to Form 10-Q filed March 14,
2011).*
10.3
Employment Agreement, dated December 29, 2014, between George H. Kirby and Ocean Power Technologies,
Inc. (incorporated by reference from Exhibit 10.1 to Form 10-Q filed March 11, 2015).*
10.4
Stipulation and Agreement of Class Settlement dated as of May 5, 2016 (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K on May 11, 2016).
10.5
Form of Securities Purchase Agreement dated June 2, 2016 (incorporated by reference to Exhibit 99.3 to Current
Report on Form 8-K filed on June 2, 2016).
10.6
Form of the Securities Purchase Agreement, dated June 2, 2016 (incorporated by reference to Exhibit 99.3 to the
Current Report on Form 8-K filed on June 2, 2016).
10.7
Agreement by and between Ocean Power Technologies, Inc. and Mitsui Engineering & Shipbuilding Co., Ltd dated
May 31, 2016 (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K/A filed on June 6,
2016).
10.8
Form of Amendment No. 1 to Securities Purchase Agreement, dated June 7, 2016 (incorporated by reference to
Exhibit 99.4 to the Current Report on Form 8-K/A filed on June 7, 2016).
10.9
Form of Amendment No. 2, dated as of July 21, 2016, to the Securities Purchase Agreement, dated as of June 2,
2016, by and among Ocean Power Technologies, Inc. and the investor’s signatory thereto, and (incorporated by
reference from Exhibit 99.2 to the Current Report on Form 8-K filed July 21, 2016).
10.10
Form of Subscription Agreement, dated July 22, 2016 between the Company and the Purchasers thereto
(incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed July 22, 2016).
10.11
Employment Letter between the Company and Matthew Shafer dated August 23, 2016, (incorporated by reference
from Exhibit 10.1 to the Current Report on Form 8-K filed August 29, 2016).*
10.12
2015 Omnibus Incentive Plan* (incorporated by reference to Annex A to Proxy Statement filed on September 3,
2015).
10.13
Agreement by and between the Company and the U.S. Office of Naval Research dated September 13, 2016
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14,
2016).
10.14
Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K filed with the SEC on January 19, 2018).*
56
Exhibit
Number
Description
10.15
Form of Restricted Stock Agreement for Employment Inducement Incentive Award Plan (incorporated by reference
to Exhibit 10.2 to Form 8-K filed with the SEC on January 19, 2018).*
10.16
Contract between Eni S.p.A. and the Company dated March 14, 2018 (incorporated by reference to Exhibit 10.1 to
Form 8-K filed with the SEC on March 19, 2018). +
10.17
Contract between Premier Oil UK Limited and the Company dated June 27, 2018 (incorporated by reference to
Exhibit 10.27 to Form 10-K filed with the SEC on July 17, 2018).+
10.18
Amendment to the Employment Agreement of George H. Kirby III (incorporated by reference to Exhibit 10.2 to
Form 8-K filed with the SEC on July 18, 2018). *
10.19
Common Stock Purchase Agreement with Aspire Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to
Form 8-K filed with the SEC on August 13, 2018).
10.20
Registration Rights Agreement with Aspire Capital Fund, LLC (incorporated by reference to Exhibit 4.1 to Form
8-K filed with the SEC on August 13, 2018).
10.21
Sales Agreement between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit
10.1 to Form 8-K filed with the SEC on January 7, 2019).
10.22
Contract between U.S. Navy and the Company dated February 11, 2019 (incorporated by reference to Exhibit 10.2
to Form 10-Q filed with the SEC on March 11, 2019).
10.23
10.24
10.25
10.26+
Warrant Agency Agreement between Ocean Power Technologies, Inc. and Computershare Trust Company, N.A.
dated April 8, 2019 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on April 8, 2019.
Contract amendment between Premier Oil UK Limited and the Company dated June 24, 2019 (incorporated by
reference to Exhibit 10.1 to Form 8-K filed with the SEC on June 25, 2019).+
Lease Agreement dated March 31, 2017 between Ocean Power Technologies, Inc. and PPH Industrial 28
Engelhard, LLC (incorporated by reference from Exhibit 10.37 to the Company’s Annual Report on Form 10-K
filed with the SEC on July 22, 2019).
Supply and Service Contract between the Company and Empresa Electrica Panguipulli S.A. dated September 19,
2019 (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed on September 23, 2019).
+
10.27+
Supply and Service Contract between the Company and Enel Green Power Chile LTDA dated September 19, 2019
(incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed on September 23, 2019). +
10.28
Contract amendment between Eni s.P.a. and the Company dated February 28, 2020 (incorporated by reference from
10.29
10.30
21.1
23.1
31.1
31.2
32.1
32.2
101
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2020).
U.S. Small Business Administration Note dated May 3, 2020 of Ocean Power Technologies, Inc. in favor of
Santander Bank, N.A. as the Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on May 7, 2020).
Loan Agreement dated May 3, 2020 between Santander Bank, N.A. and Ocean Power Technologies, Inc.
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2020).
Subsidiaries of the registrant
Consent of KPMG LLP
Certification of Chief Executive Officer
Certification of Chief Financial Officer
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002**
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002**
The following financial information from Ocean Power Technologies, Inc.’s Annual Report on Form 10-K for the
annual period ended April 30, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i)
Consolidated Balance Sheets - as of April 30, 2020 and 2019, (ii) Consolidated Statements of Operations - for the
years ended April 30, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Loss - for the years ended
April 30, 2020 and 2019, (iv) Consolidated Statements of Stockholders’ Equity - for the years ended April 30, 2020
and 2019 (v) Consolidated Statements of Cash Flows - for the years ended April 30, 2020 and 2019, (vi) Notes to
Consolidated Financial Statements.***
Indicates that confidential treatment has been requested for this exhibit.
+
* Management contract or compensatory plan or arrangement.
** As provided in Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed to be “filed” or part of
a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liability under those sections.
*** As provided in Rule 406T of Regulation S-T, this exhibit shall not be deemed “filed” or a part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liability under those sections.
57
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Reports of Management ............................................................................................................................................ F-2
Reports of Independent Registered Public Accounting Firm.................................................................................... F-3
Consolidated Balance Sheets, April 30, 2020 and 2019 ........................................................................................... F-4
Consolidated Statements of Operations, twelve months ended April 30, 2020 and 2019 ........................................ F-5
Consolidated Statements of Comprehensive Loss, twelve months ended April 30, 2020 and 2019 ........................ F-6
Consolidated Statements of Stockholders’ Equity, twelve months ended April 30, 2020 and 2019 ........................ F-7
Consolidated Statements of Cash Flows, twelve months ended April 30, 2020 and 2019 ....................................... F-8
Notes to Consolidated Financial Statements ............................................................................................................. F-9
F-1
Management’s Report on Consolidated Financial Statements
Reports of Management
The accompanying consolidated financial statements have been prepared by the management of Ocean Power
Technologies, Inc. (the Company) in conformity with generally accepted accounting principles to reflect the financial
position of the Company and its operating results. The financial information appearing throughout this Annual Report is
consistent with the consolidated financial statements. Management is responsible for the information and representations
in such consolidated financial statements, including the estimates and judgments required for their preparation. The
consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm, as
stated in their report, which appears herein.
The Audit Committee of the Board of Directors, which is composed entirely of directors who are not officers or
employees of the Company, meets regularly with management and the independent registered public accounting firm. The
independent registered public accounting firm has had, and continues to have, direct access to the Audit Committee without
the presence of other management personnel and have been directed to discuss the results of their audit work and any
matters they believe should be brought to the Committee’s attention. The independent registered public accounting firm
reports directly to the Audit Committee.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles in the United States. The Company’s internal control over financial reporting
includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting
as of April 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this
assessment using those criteria, management concluded that the Company’s internal control over financial reporting was
effective as of April 30, 2020.
/s/ George H. Kirby III
George H. Kirby III
President and Chief Executive Officer
/s/ Matthew T. Shafer
Matthew T. Shafer
Chief Financial Officer and Treasurer
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Ocean Power Technologies, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Ocean Power Technologies, Inc. and
subsidiaries (the Company) as of April 30, 2020 and 2019, the related consolidated statements of operations,
comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash
flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principle
As discussed in Note 2(n) to the consolidated financial statements, the Company has changed its method of
accounting for leases as of May 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases
(Topic 842), and the related amendments.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1(b) to the consolidated financial statements, the Company has suffered
recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as
a going concern. Management’s plans in regard to these matters are also described in Note 1(b). The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2004.
Philadelphia, Pennsylvania
June 29, 2020
F-3
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share data)
April 30, 2020
April 30, 2019
ASSETS
Current assets:
Cash and cash equivalents ............................................................................. $
Restricted cash- short-term ............................................................................
Accounts receivable .......................................................................................
Contract assets ...............................................................................................
Other current assets ........................................................................................
Total current assets ....................................................................................
Property and equipment, net ..............................................................................
Right-of-use asset, net .......................................................................................
Restricted cash- long-term .................................................................................
Total assets ................................................................................................. $
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable ........................................................................................... $
Accrued expenses ..........................................................................................
Current portion of contract liabilities .............................................................
Warrant liabilities ..........................................................................................
Right-of-use liability- current ........................................................................
Total current liabilities ...............................................................................
Right-of-use liability ..........................................................................................
Long term portion of contract liabilities ............................................................
Deferred rent ......................................................................................................
Total liabilities ...........................................................................................
Commitments and contingencies (Note 15)
Stockholders’ Equity:
Preferred stock, $0.001 par value; authorized 5,000,000 shares, none
issued or outstanding .....................................................................................
Common stock, $0.001 par value; authorized 100,000,000 shares, issued
12,939,420 and 5,425,517 shares, respectively ..............................................
Treasury stock, at cost; 4,251 and 3,770 shares, respectively ........................
Additional paid-in capital ..............................................................................
Accumulated deficit .......................................................................................
Accumulated other comprehensive loss .........................................................
Total stockholders’ equity..........................................................................
Total liabilities and stockholders’ equity ................................................... $
10,002 $
707
105
251
588
11,653
499
1,165
221
13,538 $
220 $
1,353
100
-
229
1,902
1,078
65
-
3,045
16,660
344
63
15
537
17,619
592
-
155
18,366
312
1,938
188
6
-
2,444
-
-
147
2,591
-
-
13
(302)
231,101
(220,136)
(183)
10,493
13,538 $
5
(301 )
226,026
(209,784 )
(171 )
15,775
18,366
See accompanying notes to consolidated financial statements.
F-4
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
Twelve months ended April 30,
2020
2019
Revenues ................................................................................................................ $
Cost of revenues ....................................................................................................
Gross loss ...........................................................................................................
1,682 $
1,787
(105 )
632
1,303
(671 )
Operating expenses:
Engineering and product development costs .....................................................
Selling, general and administrative costs ...........................................................
Total operating expenses ...............................................................................
Operating loss ........................................................................................................
Gain due to the change in fair value of warrant liabilities .....................................
Interest income, net ................................................................................................
Foreign exchange loss ............................................................................................
Loss before income taxes .......................................................................................
Income tax benefit .............................................................................................
Net loss .................................................................................................................. $
Basic and diluted net loss per share ....................................................................... $
Weighted average shares used to compute basic and diluted net loss per share
4,344
6,916
11,260
(11,365 )
6
124
(12 )
(11,247 )
895
(10,352 ) $
(1.44 ) $
7,209,732
4,984
7,616
12,600
(13,271 )
195
35
(55 )
(13,096 )
850
(12,246 )
(9.52 )
1,286,727
See accompanying notes to consolidated financial statements.
F-5
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(in thousands)
Twelve months ended April 30,
2020
2019
Net loss ..................................................................................................... $
Foreign currency translation adjustment ..................................................
Total comprehensive loss ......................................................................... $
(10,352 ) $
(12 )
(10,364 ) $
(12,246 )
(11 )
(12,257 )
See accompanying notes to consolidated financial statements.
F-6
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
Common Shares
Shares
Treasury Shares Paid-In Accumulated Comprehensive Stockholders’
Amount Shares Amount Capital Deficit
Loss
Equity
Additional
Accumulated
Other
Total
(197,538 ) $
(12,246 )
(160 )
10,236
(12,246 )
295
(5,090 )
21,429
151,561
162,162
921,247 $
Balance at May 1, 2018 .............................
Net loss ......................................................
Stock based compensation ........................
Issuance (forfeiture) of restricted stock,
net ..............................................................
Exercise of prefunded warrants, net of
issuance costs ............................................ 2,632,120
Common stock issued for commitment
fee- Aspire .................................................
Issuance of common stock- Aspire
financing,
net of issuance costs ..................................
Issuance of common stock- AGP At The
Market offering, net of issuance costs ......
Issuance of common stock, common and
pre-funded warants, net of issuance costs . 1,542,000
Acquisition of treasury stock ....................
Other comprehensive loss .........................
Other ..........................................................
88
Balance, April 30, 2019............................. 5,425,517
Net loss ......................................................
Stock based compensation ........................
Issuance (forfeiture) of restricted stock,
net ..............................................................
Exercise of prefunded warrants, net of
issuance costs ............................................
Common stock issued for commitment
fee- Aspire .................................................
Issuance of common stock- Aspire
financing,
net of issuance costs .................................. 1,399,205
Issuance of common stock- AGP At The
Market offering, net of issuance costs ..... 5,101,405
Acquisition of treasury stock ....................
Other comprehensive loss .........................
Balance, April 30, 2020............................. 12,939,420 $
753,560
194,805
64,928
1 (3,701 ) $
(300 ) $ 208,233 $
-
3
-
-
-
1
(89 )
-
20
5 (3,770 )
295
-
17
295
593
882
15,711
(1 )
-
(301 ) 226,026
-
1
1
1
5
(481 )
(1 )
340
-
(17 )
294
1,020
3,438
(11 )
(171 )
(209,784 )
(10,352 )
-
20
295
593
882
15,712
(1 )
(11 )
15,775
(10,352 )
340
-
(16 )
295
1,021
3,443
(1 )
(12 )
10,493
13 (4,251 ) $
(302 ) $ 231,101 $
(220,136 ) $
(12 )
(183 ) $
See accompanying notes to consolidated financial statements
F-7
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Twelve months ended April 30,
2020
2019
Cash flows from operating activities:
Net loss .............................................................................................................. $
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss ....................................................................................
Depreciation of fixed assets ...........................................................................
Amortization of right of use asset ..................................................................
Compensation expense related to stock option grants and restricted stock ....
Gain due to the change in fair value of warrant liabilities .............................
Changes in operating assets and liabilities:
Accounts receivable ...................................................................................
Unbilled receivables ..................................................................................
Contract assets ...........................................................................................
Other assets ................................................................................................
Accounts payable .......................................................................................
Accrued expenses ......................................................................................
Deferred rent ..............................................................................................
Deferred credit payable ..............................................................................
Unearned revenue ......................................................................................
Change in lease liability .............................................................................
Contract liabilities ......................................................................................
Net cash used in operating activities ......................................................
Cash flows from investing activities:
Purchases of marketable securities ....................................................................
Maturities of marketable securities ....................................................................
Purchase of computers, equipment and furniture ...............................................
Net cash used in investing activities ......................................................
Cash flows from financing activities:
Proceeds from issuance of common stock, common and pre-funded warrants,
net of issuance costs ...........................................................................................
Proceeds from issuance of common stock- Aspire financing net of issuance
costs ...................................................................................................................
Proceeds from issuance of common stock- AGP At The Market offering, net
of issuance costs ................................................................................................
Proceeds (costs) associated with exercise of pre-funded warrants.....................
Payment of capital lease obligations ..................................................................
Acquisition of treasury stock .............................................................................
Net cash provided by financing activities ..............................................
Effect of exchange rate changes on cash, cash equivalents and restricted cash .....
Net decrease in cash, cash equivalents and restricted cash ....................
Cash, cash equivalents and restricted cash, beginning of period ...........................
Cash, cash equivalents and restricted cash, end of period ..................................... $
(10,352 ) $
(12,246 )
12
158
197
340
(6 )
(42 )
-
(236 )
251
(92 )
(585 )
-
-
-
(201 )
(23 )
(10,579 )
-
-
(65 )
(65 )
55
180
-
295
(195 )
108
71
(15 )
325
23
(316 )
5
(600 )
(18 )
-
188
(12,140 )
(25 )
50
(54 )
(29 )
-
15,712
1,021
593
3,443
(16 )
-
(1 )
4,447
(32 )
(6,229 )
17,159
10,930 $
882
20
(23 )
(1 )
17,183
(80 )
4,934
12,225
17,159
1
-
5
Supplemental schedule of cash flows information:
Cash paid for interest ......................................................................................... $
- $
Supplemental disclosure of noncash operating activities:
Prepaid financing costs reported in accrued expenses ....................................... $
7 $
Supplemental disclosure of noncash investing activities:
Acquisition of computers, equipment and furniture through accounts payable . $
- $
Supplemental disclosure of noncash financing activities:
Common stock issued for payment of commitment fee ..................................... $
295 $
295
See accompanying notes to the consolidated financial statements
F-8
OCEAN POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Background and Liquidity
(a) Background
Ocean Power Technologies, Inc. (the “Company”) was founded in 1984 in New Jersey, commenced business
operations in 1994 and re-incorporated in Delaware in 2007. We are a complete solutions provider, controlling the design,
manufacturing, sales, installation, operations and maintenance of our products while working closely with partners that
provide payloads, integration services, and marine installation capabilities. Our solutions provide distributed offshore
power which is persistent, reliable, and economical along with power and communications for remote surface and subsea
applications. Our mission and purpose is to utilize our proprietary, state-of-the-art technologies to reduce the global carbon
footprint by providing renewable energy solutions for reliable electrical power and, in so doing, drive demand for our
products and services, thus realizing positive stockholder returns. Since fiscal 2002, government agencies have accounted
for a significant portion of the Company’s revenues. These revenues were largely for the support of product development
efforts relating to our technology. Today our goal is to generate the majority of our revenue from the sale or lease of
products and solutions, and sales of services to support our business operations. As we continue to develop and
commercialize our products and services, we expect to have a net decrease in cash due to the use of cash from operating
activities unless and until we achieve positive cash flow from the commercialization of solutions, products and services.
(b) Liquidity/Going Concern
Our consolidated financial statements have been prepared assuming the Company will continue as a going
concern. The Company has experienced substantial and recurring losses from operations, which have contributed to an
accumulated deficit of $220.1 million at April 30, 2020. At April 30, 2020, the Company had approximately $10.9 million
in cash, cash equivalents and restricted cash on hand. On May 5, 2020 the Company received $0.9 million proceeds from
the PPP Loan (see Note 17 to these Consolidated Financial Statements for more information). The Company generated
revenues of only $1.7 million and $0.6 million during the years ended April 30, 2020 and 2019, respectively. Based on the
Company’s cash, cash equivalents and restricted cash balances as of April 30, 2020 plus the subsequent proceeds from the
PPP Loan, the Company believes that it will be able to finance its capital requirements and operations into the quarter
ending April 30, 2021. The Company will require additional equity and/or debt financing to continue its operations. The
Company cannot provide assurances that it will be able to secure additional funding when needed or at all, or, if secured,
that such funding would be on favorable terms. These factors raise substantial doubt about the Company’s ability to
continue as a going concern.
The consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets amounts or the amounts
and classification of liabilities that might result from the outcome of this uncertainty.
Management is evaluating different strategies to obtain the required additional funding for future operations.
These strategies may include, but are not limited to, continued pursuit of business opportunities; additional funding from
current and /or new investors, officers and directors; borrowings of debt; a public offering of the Company’s equity or debt
securities; partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be
successful.
In fiscal 2020 and 2019, the Company has continued to make investments in ongoing product development efforts
in anticipation of future growth. The Company’s future results of operations involve significant risks and uncertainties.
Factors that could affect the Company’s future operating results and cause actual results to vary materially from
expectations include, but are not limited to, risks from lack of available financing and insufficient capital, the impact of
COVID-19 on its business, performance of its products, its inability to market and commercialize its products and new
products that it may develop, technology development, scalability of technology and production, dependence on skills of
key personnel, concentration of customers and suppliers, deployment risks and laws, regulations and permitting. In order
to continue to implement its business strategy, the Company requires additional equity and/or debt financing. The Company
currently has committed sources of equity financing through its At the Market Offering Agreement with A.G.P/Alliance
Global Partners (“AGP”) and the Aspire Capital financing (each discussed further below), but the Company cannot be sure
that additional equity and/or debt financing will be available to the Company as needed on acceptable terms, or at all.
Historically, the Company has raised capital through securities sales in the public capital markets. If sufficient additional
financing is not obtained when needed, the Company may be required to further curtail or limit operations, product
development costs, and/or selling, general and administrative activities in order to reduce its cash expenditures. This could
cause the Company to be unable to execute its business plan, take advantage of future opportunities and may cause it to
scale back, delay or eliminate some or all of its product development activities and/or reduce the scope of or cease its
operations.
F-9
On August 13, 2018, the Company entered into a common stock purchase agreement with Aspire Capital Fund,
LLC (“Aspire Capital”) which provided that, subject to certain terms, conditions and limitations, Aspire Capital was
committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock over a 30-month
period that did not exceed 19.99% of the outstanding common stock on the date of the agreement. The number of shares
the Company could issue within the 19.99% is 183,591 shares. Shareholder approval was not needed since the number of
common stock offered for sale in the common stock purchase agreement did not exceed 19.99% of the outstanding common
stock on the date of the agreement. In consideration for entering into the agreement, the Company issued to Aspire Capital
21,429 shares of our common stock as a commitment fee. The agreement was cancelled on October 24, 2019, and as of
that date, the Company had sold 162,162 shares of common stock with an aggregate market value of $949,259 at an average
price of $5.85 per share pursuant to this common stock purchase agreement.
On October 24, 2019, the Company entered into a new common stock purchase agreement with Aspire Capital
which provides that, subject to certain terms, conditions and limitations, Aspire Capital is committed to purchase up to an
aggregate of $10.0 million of shares of the Company’s common stock over a 30-month period that does not exceed 19.99%
of the outstanding common stock on the date of the agreement. The number of shares the Company can issue within the
19.99% limit is 1,219,010 shares including shares issued as a commitment fee. At the 2019 annual meeting of stockholders,
held on December 20, 2019, the Company’s stockholders approved an additional 5,400,000 shares to be issued pursuant to
the common stock purchase agreement in excess of the 19.99% limit. In consideration for entering into the agreement, the
Company issued to Aspire Capital 194,805 shares of our common stock as a commitment fee. As of April 30, 2020, the
Company has sold 1,399,205 shares of common stock with an aggregate market value of approximately $1.1 million at an
average price of $0.82 per share pursuant to this common stock purchase agreement.
On April 8, 2019, the Company sold 1,542,000 shares of common stock, which includes the sale of 642,000 shares
of the Company’s common stock sold by the Company pursuant to the exercise, in full, of the over-allotment option by the
underwriters in a public offering. As part of the public offering, the Company also sold prefunded warrants to purchase up
to 3,385,680 shares of common stock and common warrants to purchase up to 4,927,680 shares of our common stock. The
net proceeds to the Company from the offering were approximately $15.7 million, after deducting underwriter fees and
offering expenses payable by the Company.
On January 7, 2019, the Company entered into an At the Market Offering Agreement (“2019 ATM Facility”) with
A.G.P./Alliance Global Partners, under which the Company may issue and sell to or through AGP, acting as agent and/or
principal, shares of the Company’s common stock having an aggregate offering price of up to $25 million. Through April
30, 2020, under the 2019 ATM Facility, the Company has issued 5,101,405 shares of its common stock with an aggregate
market value of approximately $3.8 million at an average price of $0.74 per share and paid AGP a sales commission of
$122,530 related to those shares.
The sale of additional equity or convertible securities could result in dilution to stockholders. If additional funds
are raised through the issuance of debt securities, these securities could have rights senior to those associated with the
Company’s common stock and could contain covenants that would restrict its operations. Financing may not be available
in amounts or on terms acceptable to the Company, or at all. If the Company is unable to obtain required financing, it may
be required to reduce the scope of its operations, including its planned product development and marketing efforts, which
could materially and adversely harm its financial condition and operating results. If the Company is unable to secure
additional financing, it may be forced to cease operations.
If our common stock is delisted from Nasdaq (see Note 15 – Commitments and Contingencies for more), our
ability to raise capital through public offerings of our securities and to finance our operations could be adversely affected.
See additional risk factors under “Part I, Item 1A – Risk Factors”. We also believe that delisting would likely result in
decreased liquidity and/or increased volatility in our common stock and could harm our business and future prospects. In
addition, we believe that, if our common stock is delisted, our stockholders would likely find it more difficult to obtain
accurate quotations as to the price of the common stock and it may be more difficult for stockholders to buy or sell our
common stock at competitive market prices, or at all.
(2) Summary of Significant Accounting Policies
(a) Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its majority-owned
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
F-10
(b) Use of Estimates
The preparation of the consolidated financial statements requires management of the Company to make a number
of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the period. Significant items subject to such estimates and assumptions include estimated costs to complete projects
and percentage of completion of customer contracts for purposes of revenue recognition. Actual results could differ from
those estimates. The current economic environment, particularly the macroeconomic pressures in certain European
countries, has increased the degree of uncertainty inherent in those estimates and assumptions.
(c) Revenue Recognition
A performance obligation is the unit of account for revenue recognition. The Company assesses the goods or
services promised in a contract with a customer and identifies as a performance obligation either: a) a good or service (or
a bundle of goods or services) that is distinct; or b) a series of distinct goods or services that are substantially the same and
that have the same pattern of transfer to the customer. A contract may contain a single or multiple performance obligations.
For contracts with multiple performance obligations, the Company allocates the contracted transaction price to each
performance obligation based upon the relative standalone selling price, which represents the price the Company would
sell a promised good or service separately to a customer. The Company determines the standalone selling price based upon
the facts and circumstances of each obligated good or service. The majority of the Company’s contracts have no observable
standalone selling price since the associated products and services are customized to customer specifications. As such, the
standalone selling price generally reflects the Company’s forecast of the total cost to satisfy the performance obligation
plus an appropriate profit margin.
The nature of the Company’s contracts may give rise to several types of variable considerations, including
unpriced change orders and liquidated damages and penalties. Variable consideration can also arise from modifications to
the scope of services. Variable consideration is included in the transaction price to the extent it is probable that a significant
reversal of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is
resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction
price are based largely on our assessment of legal enforceability, performance and any other information (historical, current,
and forecasted) that is reasonably available to us. ASU 2016-10 provides a practical expedient in ASC 606-10-25-18B that
permits presentation of shipping and handling costs, that occur after control of the promised goods or services transfer to
the customer, as fulfillment costs rather than evaluating whether the shipping and handling activities are promised services
to the customer. The Company adopted this practical expedient.
The Company recognizes revenue when or as it satisfies a performance obligation by transferring a good or service
to a customer, either (1) at a point in time or (2) over time. A good or service is transferred when or as the customer obtains
control of it. The evaluation of whether control of each performance obligation is transferred at a point in time or over time
is made at contract inception. Input measures such as costs incurred or time elapsed are utilized to assess progress against
specific contractual performance obligations for the Company’s services. The selection of the method to measure progress
towards completion requires judgment and is based on the nature of the services to be provided. For the Company, the
input method using costs incurred or time elapsed best represents the measure of progress against the performance
obligations incorporated within the contractual agreements. When the Company’s estimate of total costs to be incurred to
satisfy the performance obligations exceed revenue, the Company recognizes the loss immediately.
The Company’s contracts are either cost plus or fixed price contracts. Under cost plus contracts, customers are
billed for actual expenses incurred plus an agreed-upon fee. Under cost plus contracts, a profit or loss on a project is
recognized depending on whether actual costs are more or less than the agreed upon amount.
The Company has two types of fixed price contracts, firm fixed price and cost-sharing. Under firm fixed price
contracts, the Company receives an agreed-upon amount for providing products and services specified in the contract, a
profit or loss is recognized depending on whether actual costs are more or less than the agreed upon amount. Under cost-
sharing contracts, the fixed amount agreed upon with the customer is only intended to fund a portion of the costs on a
specific project. Under cost sharing contracts, an amount corresponding to the revenue is recorded in cost of revenues,
resulting in gross profit on these contracts of zero. The Company’s share of the costs is recorded as product development
expense. The Company reports its disaggregation of revenue by contract type since this method best represents the
Company’s business. For the twelve-month periods ended April 30, 2020 and 2019, all of the Company’s contracts were
classified as firm fixed price.
As of April 30, 2020, the Company’s total remaining performance obligations, also referred to as backlog, totaled
$1.0 million. The Company expects to recognize approximately 79%, or $0.8 million, of the remaining performance
obligations as revenue over the next twelve months.
F-11
The Company also enters into lease arrangements for its PB3 with certain customers. As of April 30, 2020, the
Company has one lease arrangement with 18 months remaining on its term. Revenue related to multiple-element
arrangements is allocated to lease and non-lease elements based on their relative standalone selling prices or expected cost
plus a margin approach. Lease elements generally include a PB3 and components, while non-lease elements generally
include engineering, monitoring and support services. In the lease arrangement, the customer is provided an option to
extend the lease term or purchase the leased PB3 at some point during and/or at the end of the lease term.
The Company classifies leases as either operating or financing in accordance with the authoritative accounting
guidance contained within ASC Topic 842, “Leases”. At inception of the contract, the Company evaluates the lease against
the lease classification criteria within ASC Topic 842. If the direct financing or sales-type classification criteria are met,
then the lease is accounted for as a finance lease. All others are treated as an operating lease.
The Company recognizes revenue from operating lease arrangements generally on a straight-line basis over the
lease term and is presented in Revenues in the Consolidated Statement of Operations. The lease income for the twelve
months ended April 30, 2020 and 2019 was immaterial.
(d) Cash and Cash Equivalents, Restricted Cash and Security Agreements
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to
be cash equivalents. The Company invests excess cash in a money market account. The following table summarizes cash
and cash equivalents for the years ended April 30, 2020 and 2019:
April 30, 2020 April 30, 2019
(in thousands)
Checking and savings accounts .......... $
Money market account .......................
$
1,551 $
8,451
10,002 $
860
15,800
16,660
Restricted Cash and Security Agreements
A portion of the Company’s cash is restricted under the terms of various security agreements.
One agreement is between the Company and Barclays Bank. Under this agreement, the cash is on deposit at
Barclays Bank and serves as security for letters of credit and bank guarantees that are expected to be issued by Barclays
Bank on behalf of OPT LTD, one of the Company’s subsidiaries, under a credit facility established by Barclays Bank for
OPT LTD. The credit facility is approximately €0.3 million ($0.4 million) and carries a fee of 1% per annum of the amount
of any such obligations issued by Barclays Bank. The credit facility does not have an expiration date but is cancelable at
the discretion of the bank. As of April 30, 2020, there were no letters of credit outstanding under this agreement.
The other agreements are between the Company and Santander Bank. Cash is on deposit at Santander Bank and
serves as security for a letter of credit issued by Santander Bank for the lease of warehouse/office space in Monroe
Township, New Jersey. This agreement cannot be extended beyond January 31, 2025 and is cancelable at the discretion of
the bank. Santander Bank also issued two letters of credit to subsidiaries of EGP pursuant to the Company’s contracts with
EGP. The first letter of credit was issued in the amount of $125,690 that expires in February 2021. The second letter of
credit was issued in the amount of $645,467. This second letter of credit will be reduced to $322,734 after achieving certain
milestones and to $64,547 after certain additional milestones are achieved. The remaining amount expires in September
2021. The following table summarizes restricted cash for the years ended April 30, 2020 and 2019:
April 30, 2020 April 30, 2019
(in thousands)
Barclay’s Bank Agreement ....................... $
Santander Bank .........................................
$
- $
928
928 $
344
155
499
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the
Statement of Financial Position that sum to the total of the same such amounts shown in the Statement of Cash Flows for
the years ended April 30, 2020 and 2019:
F-12
April 30, 2020 April 30, 2019
(in thousands)
Cash and cash equivalents .................................................. $
Restricted cash- short term .................................................
Restricted cash- long term ..................................................
$
10,002 $
707
221
10,930 $
16,660
344
155
17,159
(e) Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and
amortization is calculated using the straight-line method over the estimated useful lives (three to seven years) of the assets.
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the
asset or the remaining lease term. Expenses for maintenance and repairs are charged to operations as incurred. Property
and equipment is also reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of the asset exceeds its estimated future cash flows, then an impairment charge is recognized in the amount
by which the carrying amount of the asset exceeds the fair value of the asset.
Description
Estimated useful life
Equipment
Computer equipment & software
Office furniture & fixtures
Equipment under capitalized lease
Leasehold improvements
(f) Foreign Exchange Gains and Losses
5 - 7 years
3 years
3 - 7 years
Over the life of the lease
Shorter of the estimated useful life or lease term
The Company maintains cash accounts that are denominated in British pound sterling, Euros and Australian
dollars. These amounts are included in cash, cash equivalents and restricted cash on the accompanying Consolidated
Balance Sheets. Such positions may result in realized and unrealized foreign exchange gains or losses from exchange rate
fluctuations, which are included in “Foreign exchange gain/(loss)” in the accompanying Consolidated Statements of
Operations.
(g) Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist principally of trade accounts
receivable and cash. The Company believes that its credit risk is limited because the Company’s current contracts are with
companies with a reliable payment history. The Company invests its excess cash in a money market fund and does not
believe that it is exposed to any significant risks related to its cash accounts and money market fund. Cash is also maintained
at foreign financial institutions. Cash in foreign financial institutions as of April 30, 2020 was $0.3 million.
The table below shows the percentage of the Company’s revenues derived from customers whose revenues
accounted for at least 10% of the Company’s consolidated revenues for at least one of the periods indicated:
Twelve months ended April 30,
2020
2019
Eni S.p.A. ...........................................................................
Premier Oil UK Limited .....................................................
EGP ....................................................................................
Other ...................................................................................
10 %
9 %
72 %
9 %
100 %
54 %
33 %
4 %
9 %
100 %
The loss of, or a significant reduction in revenues from a current customer could significantly impact the
Company’s financial position or results of operations. The Company does not require its customers to maintain collateral.
F-13
(h) Warrant Accounting
The Company accounts for warrants issued in connection with its public offerings in accordance with the guidance
on “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” in Topic 480 which
provides that warrants meeting the classification of a liability award are recorded as a liability at its fair value. The warrant
liabilities are subject to re-measurement at each balance sheet date using the Black-Scholes option pricing model. The
Company recognizes any change in fair value in its consolidated statements of operations within “Gain due to the change
in fair value of warrant liabilities”. The Company will continue to adjust the carrying value of the warrants for changes in
the estimated fair value until such time as these instruments are exercised or expire. At that time, the liabilities will be
reclassified to “Additional paid-in capital”, a component of “Stockholders’ equity” on the Consolidated Balance Sheets.
The warrants issued in connection with the Company’s public offerings in June and July 2016 met the criteria of a liability
award and were classified in warrant liabilities. The pre-funded and common warrants issued in the Company’s April 8,
2019 public offering did not meet the criteria to be classified as a liability award and therefore were treated as an equity
award.
(i) Net Loss per Common Share
Basic and diluted net loss per share for all periods presented is computed by dividing net loss by the weighted
average number of shares of common stock and common stock equivalents outstanding during the period. The pre-funded
warrants were determined to be common stock equivalents and have been included in the weighted average number of
shares outstanding for calculation of the basic earnings per share number. Due to the Company’s net losses, potentially
dilutive securities, consisting of options to purchase shares of common stock, warrants on common stock and unvested
restricted stock issued to employees and non-employee directors, were excluded from the diluted loss per share calculation
due to their anti-dilutive effect.
In computing diluted net loss per share on the Consolidated Statement of Operations, warrants on common stock,
options to purchase shares of common stock and unvested restricted stock issued to employees and non-employee directors,
totaling 5,564,438 and 5,013,981 for the years ended April 30, 2020 and 2019, respectively, were excluded from each of
the computations as the effect would be anti-dilutive due to the Company’s losses.
(j) Share-Based Compensation
Costs resulting from all share-based payment transactions are recognized in the consolidated financial statements
at their fair values. The aggregate share-based compensation expense recorded in the consolidated statements of operations
for the years ended April 30, 2020 and 2019 was approximately $0.3 million in each of these years. The following table
summarizes share-based compensation related to the Company’s share-based plans by expense category for the years ended
April 30, 2020 and 2019:
Twelve months ended April 30,
2020
2019
Product development ........................................ $
Selling, general and administrative ..................
Total share-based compensation expense ......... $
89 $
251
340 $
29
266
295
(k) Deferred Rent
On March 31, 2017, the Company signed a 7-year lease for approximately 56,000 square feet in Monroe
Township, New Jersey that is being used as warehouse/production space, as well as the Company’s principal offices and
corporate headquarters. The lease was classified as an operating lease. Rent payments relating to the Monroe premises are
subject to annual increases. The minimum monthly payments will vary over the 7-year term of the lease. The Landlord has
provided the Company a tenant improvement allowance in an amount up to, but not exceeding, $137,563 to be applied to
the cost of tenant improvement work. The Company recorded lease incentive liability to deferred rent. With the Company’s
adoption of Accounting Standards Update (“ASU”) No. 2016-02 on May 1, 2019, the balances in lease incentive liability
and deferred rent have been included in the value of the right of use asset.
F-14
(l) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences and operating loss and tax credit carry forwards are expected to be recovered, settled or utilized. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of
being sustained upon examination. Recognized income tax positions are measured at the largest amount that is greater than
50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in
judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in
selling, general, and administrative expenses, to the extent incurred.
(m) Accumulated Other Comprehensive Loss
The functional currency for the Company’s foreign operations is the applicable local currency. The translation
from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using the exchange rates in
effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period.
The unrealized gains or losses resulting from such translation are included in accumulated other comprehensive loss within
stockholders’ equity.
(n) Recently Issued Accounting Standards
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases (Topic
842).” which amends the existing guidance on accounting for leases. Topic 842 was further clarified and amended within
ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20. The new standard establishes a right-of-
use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with
terms longer than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Leases
will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the
income statement. ASU 2016-02 was effective for annual periods beginning after December 15, 2018, including interim
periods within those annual periods, with early adoption permitted. The guidance permits the Company to utilize the
package of practical expedients that, upon adoption of Topic 842, allows entities to (1) not reassess whether any expired
or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as
of the date of adoption and (3) not reassess initial direct costs for any existing leases. Additionally, the Company elected
to exclude short-term leases having initial terms of 12 months or less and recognizes rent expense on a straight-line basis
over the lease term. The Company adopted Topic 842 on May 1, 2019 using the modified retrospective approach. Under
this approach, comparative periods presented in the financial statements in which the new lease standard is adopted will
continue to be presented in accordance with prior GAAP. The adoption of this standard resulted in the Company
recognizing a ROU asset and a lease liability of approximately $1.4 million and $1.5 million, respectively, and eliminating
deferred rent of $39,000 and an unamortized lease incentive receivable of $108,000. Refer to Note 6 to the Consolidated
Financial Statements for disclosure requirements related to the adoption of this standard.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),
Measurement of Credit Losses on Financial Instruments.” The amendment in this update replaces the incurred loss
impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within
its scope, including trade receivables. This update is intended to provide financial statement users with more decision-
useful information about the expected credit losses. This ASU is effective for annual periods and interim periods beginning
after December 15, 2019. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its
consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” The ASU modifies,
removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement.
ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of
significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of
measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in
the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon
their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any
removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until
their effective date. The Company is evaluating the effect ASU 2018-13 will have on its Consolidated Financial Statements
and disclosures and has not yet determined the effect of the standard on its ongoing financial reporting at this time.
F-15
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles — Goodwill and Other — Internal-Use
Software (Subtopic 350-40).” The ASU provides for the recognition of an intangible asset for the costs of internal-use
software licenses included in a cloud computing arrangement. Costs of arrangements that do not include a software license
should be accounted for as a service contract and expensed as incurred. This ASU is effective for fiscal years beginning
after December 15, 2019, with early adoption permitted. The ASU permits two methods of adoption: prospectively to all
implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The
Company is evaluating the effect ASU 2018-15 will have on its Consolidated Financial Statements and disclosures and has
not yet determined the effect of the standard on its ongoing financial reporting at this time.
(3) Account Receivable, Contract Assets, and Contract Liabilities
The following provides further details on the balance sheet accounts of accounts receivable, contract assets, and
contract liabilities.
Accounts Receivable
The Company grants credit to its customers, generally without collateral, under normal payment terms (typically
30 to 60 days after invoicing). Generally, invoicing occurs after the related services are performed or control of good has
transferred to the customer. Accounts receivable represents an unconditional right to consideration arising from the
Company’s performance under contracts with customers. The carrying value of such receivables represent their estimated
realizable value. Accounts receivable consisted of the following at April 30, 2020 and 2019.
April 30, 2020 April 30, 2019
(in thousands)
Opening balance ............................................... $
Amount invoiced to customers .........................
Collections .......................................................
Ending balance ................................................. $
63 $
1,386
(1,344 )
105 $
171
857
(965 )
63
Contract Assets and Contract Liabilities
Contract assets include unbilled amounts typically resulting from arrangements whereby the right to payment is
conditioned on completing additional tasks or services for a performance obligation. The increase in contract assets is
primarily a result of services performed for EGP but unbilled during the twelve months ended April 30, 2020.
Contract liabilities consist of amounts invoiced to customers in excess of revenue recognized. The decrease in
contract liabilities is primarily a result of recognizing more revenue during the twelve months ended April 30, 2020.
(4) Other Current Assets
Other current assets consist of the following at April 30, 2020 and 2019:
April 30, 2020 April 30, 2019
(in thousands)
Deposits ......................................................... $
Other receivables ...........................................
Prepaid insurance ..........................................
Prepaid offering costs ....................................
Prepaid expenses- other .................................
$
60 $
2
124
275
127
588 $
63
44
93
144
193
537
F-16
(5) Property and Equipment
The components of property and equipment as of April 30, 2020 and 2019 consisted of the following:
April 30, 2020 April 30, 2019
(in thousands)
Equipment ..................................................... $
Computer equipment & software ..................
Office furniture & equipment ........................
Leasehold improvements ..............................
Equipment under capitalized lease ................
Construction in process .................................
$
Less: accumulated depreciation ....................
$
342
486
339
474
-
15
1,656 $
(1,157 )
499 $
339
558
341
474
103
15
1,830
(1,238 )
592
Depreciation expense was approximately $0.2 million and $0.2 million for the years ended April 30, 2020 and
2019, respectively.
(6) Leases
Lessor Information
As of April 30, 2020, the Company has one lease which has been classified as an operating lease per accounting
guidance contained within ASC Topic 842, “Leases”. The Company’s remaining operating lease term on this lease is 18
months. The maturity of lease payments remaining on this lease is immaterial. The accounting of the operating lease income
according to ASC Topic 842, “Leases” is similar to the accounting in prior years.
Lessee Information
The Company has one lease for its facility located in Monroe Township, New Jersey that is used as
warehouse/production space and the Company’s principal offices and corporate headquarters. The initial lease term is for
7 years with an option to extend the lease for another 5 years. The lease is classified as an operating lease. The operating
lease is included in right-of-use assets, lease liabilities- current and lease liabilities- long-term on the Company’s
Consolidated Balance Sheets. The Company has elected the package of practical expedients which applies to leases that
commenced before the adoption date. By electing the package of practical expedients, the Company did not need to reassess
whether any existing contracts are or contain leases, the lease classification for any existing leases and initial direct costs
for any existing leases.
Right-of-use asset and operating lease liabilities are recognized based on the present value of future minimum
lease payments over the lease term at the commencement date. When the implicit rate of the lease is not provided or cannot
be determined, the Company used the incremental borrowing rate based on the information available at the effective date
to determine the present value of future payments. Lease terms may include options to extend or terminate the lease when
it is reasonably certain that the Company will exercise those options. The renewal options have not been included in the
lease term as they are not reasonably certain of exercise. Lease expense for minimum lease payments is recognized on a
straight- line basis over the lease term and consists of interest on the lease liability and the amortization of the right of use
asset. Variable lease expenses, if any, are recorded as incurred. The operating lease expense in the Consolidated Statement
of Operations for the twelve months ended April 30, 2020 was $317,000. The operating cash flows from operating leases
cash payments for the twelve months ended April 30, 2020 was $322,000.
Information related to the Company’s right-of use assets and lease liabilities as of April 30, 2020 is as follows:
April 30, 2020
(in thousands)
Operating lease:
Operating right-of-use asset, net ................................................................... $
Right-of-use liability- current .......................................................................
Right-of-use liability- long term ...................................................................
Total lease liability ....................................................................................... $
1,165
229
1,078
1,307
Weighted average remaining lease term- operating leases ...........................
Weighted average discount rate- operating leases ........................................
4.49 years
8.5 %
F-17
Total remaining lease payments under the Company’s operating leases are as follows:
April 30, 2020
(in thousands)
2021 ..............................................................................................................
2022 ..............................................................................................................
2023 ..............................................................................................................
2024 ..............................................................................................................
Thereafter .....................................................................................................
Total future minimum lease payments ......................................................... $
Less imputed interest ....................................................................................
Total ............................................................................................................. $
331
341
352
362
184
1,570
(263 )
1,307
ASC 840 Disclosure
The Company elected the modified retrospective transition method and is required to present previously disclosed
information under the prior accounting standard for leases.
Lessee Information
Future minimum lease payments under the Company’s operating lease as of April 30, 2019 were as follows:
April 30, 2019
(in thousands)
2020 ..............................................................................................................
2021 ..............................................................................................................
2022 ..............................................................................................................
2023 ..............................................................................................................
2024 ..............................................................................................................
Thereafter .....................................................................................................
$
322
331
341
352
362
184
1,892
(7) Accrued Expenses
Accrued expenses consisted of the following at April 30, 2020 and 2019:
April 30, 2020 April 30, 2019
(in thousands)
Project costs ........................................................................ $
Contract loss reserve ..........................................................
Employee incentive payments ............................................
Accrued salary and benefits ................................................
Legal and accounting fees ..................................................
Accrued taxes payable ........................................................
Other ...................................................................................
$
48 $
216
-
483
283
177
146
1,353 $
9
211
580
500
273
177
188
1,938
(8) Warrants
Liability Classified Warrants
On June 2, 2016, the Company entered into a securities purchase agreement, which was amended on June 7, 2016
(as amended, the “June Purchase Agreement”) with certain institutional purchasers (the “June Purchasers”). Pursuant to
the terms of the June Purchase Agreement, the Company sold an aggregate of 20,850 shares of common stock together
with warrants to purchase up to an aggregate of 7,298 shares of common stock. Each share of common stock was sold
together with a warrant to purchase 0.35 of a share of common stock at a combined purchase price of $92.00. The warrants
have an exercise price of $121.60 per share, became exercisable on December 3, 2016 (“Initial Exercise Date”), and will
expire five years following the Initial Exercise Date. As of April 30, 2020, none of the warrants have been exercised.
F-18
On July 22, 2016, the Company entered into a Second Amendment to the Purchase Agreement (the “Second
Amended Purchase Agreement”) with certain institutional purchasers (the “July Purchasers”). Pursuant to the terms of the
Second Amended Purchase Agreement, the Company sold an aggregate of 29,750 shares of common stock together with
warrants to purchase up to an aggregate of 8,925 shares of common stock. Each share of common stock was sold together
with a warrant to purchase 0.30 of a share of common stock at a combined purchase price of $135.00. The Warrants were
exercisable immediately at an exercise price of $187.20 per share. The warrants will expire on the fifth (5th) anniversary
of the initial date of issuance. As of April 30, 2020, none of the warrants have been exercised.
Equity Classified Warrants
On April 8, 2019, the Company issued and sold 1,542,000 shares of common stock and pre-funded warrants to
purchase up to 3,385,680 shares of common stock and common warrants to purchase up to 4,927,680 shares of our common
stock in an underwritten public offering. The public offering price for the pre-funded warrants was equal to the public
offering price of the common stock, less the $0.01 per share exercise price of each warrant. The pre-funded warrants have
no expiration date. As of April 30, 2020, all of the pre-funded warrants have been exercised. The common stock warrants
have an exercise price of $3.85 per share and expire five years from the issuance date. As of April 30, 2020, none of the
common stock warrants have been exercised.
The Company accounts for warrants issued in connection with its June and July 2016 public offerings in
accordance with the guidance on “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities
and Equity” in Topic 480 which provides that the Company classify the warrant instruments as a liability at its fair value.
The warrant liabilities are subject to re-measurement at each balance sheet date using the Black-Scholes option pricing
model. The June and July 2016 warrants contain a feature whereby they could require the transfer of assets and therefore
are classified as a liability award in accordance with the guidance in Topic 480. The warrants have a value of zero at April
30, 2020 and $6,000 at April 30, 2019 and are reflected within “Warrant liabilities” in the Consolidated Balance Sheets.
The pre-funded and common warrants issued in the Company’s April 8, 2019 public offering did not meet the criteria to
be classified as a liability award and therefore were treated as an equity award and recorded as a component of stockholders’
equity in the Consolidated Balance Sheets.
An unrealized gain of $6,000 and $0.2 million, were included within “Gain due to change in fair value of warrant
liabilities” in the Consolidated Statements of Operations for the year ended April 30, 2020 and 2019, respectively. The
Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the
period ended April 30, 2020 and 2019:
April 30, 2020
April 30, 2019
Dividend rate ............................................
Risk-free rate ............................................
Expected life (years) .................................
Expected volatility ....................................
0.0 %
0.17% - 0.19 %
1.2 - 1.6
0.0%
2.2% - 2.3%
2.2 - 2.6
81.8% - 112.7 % 110.0% - 153.4%
(9) Preferred Stock
The Company has authorized 5,000,000 shares of undesignated preferred stock with a par value of $0.001 per
share. As of April 30, 2020, and 2019, no shares of preferred stock had been issued.
(10) Common Stock
As of April 30, 2020, the Company has 100,000,000 shares authorized with a par value of $0.001 per share and
12,939,420 shares issued.
On August 13, 2018, the Company entered into a common stock purchase agreement with Aspire Capital which
provided that, subject to certain terms, conditions and limitations, Aspire Capital was committed to purchase up to an
aggregate of $10.0 million of shares of the Company’s common stock over a 30-month period that did not exceed 19.99%
of the outstanding common stock on the date of the agreement. The number of shares the Company could issue within the
19.99% was 183,591 shares. Shareholder approval was not needed since the number of common stock offered for sale in
the common stock purchase agreement did not exceed 19.99% of the outstanding common stock on the date of the
agreement. In consideration for entering into the agreement, the Company issued to Aspire Capital 21,429 shares of
common stock as a commitment fee. The agreement was cancelled on October 24, 2019, and as of that date, the Company
had sold 162,162 shares of common stock with an aggregate market value of $949,259 at an average price of $5.85 per
share pursuant to this common stock purchase agreement.
F-19
On October 24, 2019, the Company entered into a new common stock purchase agreement with Aspire Capital
which provides that, subject to certain terms, conditions and limitations, Aspire Capital is committed to purchase up to an
aggregate of $10.0 million of shares of the Company’s common stock over a 30-month period that does not exceed 19.99%
of the outstanding common stock on the date of the agreement. The number of shares the Company can issue within the
19.99% limit is 1,219,010 shares. At the 2019 annual meeting of stockholders, held on December 20, 2019, the Company’s
stockholders approved an additional 5,400,000 shares to be issued pursuant to the common stock purchase agreement in
excess of the 19.99% limit. In consideration for entering into the agreement, the Company issued to Aspire Capital 194,805
shares of common stock as a commitment fee. As of April 30, 2020, the Company has sold 1,399,205 shares of common
stock with an aggregate market value of approximately $1.1 million at an average price of $0.82 per share pursuant to this
common stock purchase agreement.
On January 7, 2019, the Company entered into the 2019 ATM Facility with A.G.P/Alliance Global Partners, under
which the Company may issue and sell to or through A.G.P., acting as agent and/or principal, shares of the Company’s
common stock having an aggregate offering price of up to $25 million. As of April 30, 2020, under the 2019 ATM Facility
the Company has issued 5,101,405 shares of its common stock with an aggregate market value of approximately $3.8
million at an average price of $0.74 per share and paid AGP a sales commission of approximately $122,530 related to those
shares.
On April 8, 2019, the Company sold 1,542,000 shares of common stock, which includes the sale of 642,000 shares
of the Company’s common stock sold by the Company pursuant to the exercise, in full, of the over-allotment option by the
underwriters in a public offering, prefunded warrants to purchase up to 3,385,680 shares of common stock and common
warrants to purchase up to 4,927,680 shares of common stock in an underwritten public offering. The net proceeds to the
Company from the offering were approximately $15.7 million, after deducting underwriter’s fees and offering expenses
payable by the Company.
(11) Treasury Shares
During the years ended April 30, 2020 and 2019, 481 and 89 shares of Common Stock, respectively, were
purchased by the Company from employees to pay taxes related to the vesting of restricted stock.
(12) Share-Based Compensation Plans
In 2015, upon approval by the Company’s stockholders, the Company’s 2015 Omnibus Incentive Plan (the “2015
Plan”) became effective. A total of 12,036 shares were authorized for issuance under the 2015 Omnibus Incentive Plan,
including shares available for awards under the 2006 Stock Incentive Plan remaining at the time that plan terminated, or
that were subject to awards under the 2006 Stock Incentive Plan that thereafter terminated by reason of expiration,
forfeiture, cancellation or otherwise. On October 21, 2016 upon approval by the Company’s stockholders the Company
increased the number of shares authorized for issuance to 32,036. On December 7, 2018, upon approval by the Company’s
stockholders, the Company increased the number of shares authorized for issuance to 132,036. On December 20, 2019,
upon approval by the Company’s stockholders, the Company increased the number of shares authorized for issuance to
732,036. If any award under the 2006 Stock Incentive Plan or 2015 Plan expires, is cancelled, terminates unexercised or is
forfeited, those shares become again available for grant under the 2015 Plan. The 2015 Plan will terminate ten years after
its effective date, in October 2025, but is subject to earlier termination as provided in the 2015 Plan. As of April 30, 2020,
the Company has 168,808 shares available for future issuance under the 2015 Plan.
On January 18, 2018, the Company’s Board of Directors adopted the Company’s Employment Inducement
Incentive Award Plan (the “2018 Inducement Plan”) pursuant to which the Company reserved 25,000 shares of common
stock for issuance under the Inducement Plan. In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq
Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees of the
Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement
material to the individuals’ entry into employment with the Company. An award is any right to receive the Company’s
common stock pursuant to the 2018 Inducement Plan, consisting of a performance share award, restricted stock award, a
restricted stock unit award or a stock payment award. As of April 30, 2020, there were 11,487 shares available for grant
under the 2018 Inducement Plan.
Stock Options
The Company estimates the fair value of each stock option award granted with service-based vesting requirements,
using the Black-Scholes option pricing model, assuming no dividends, and using the weighted average valuation
assumptions noted in the following table. The risk-free rate is based on the US Treasury yield curve in effect at the time of
grant. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the
“simplified” method as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment. Expected
volatility was based on the Company’s historical volatility over the expected life of the stock option granted. There were
411,666 and 49,750 shares granted for the periods ended April 30, 2020 and 2019, respectively.
F-20
Twelve months ended April 30,
2020
2019
1.7 %
Risk-free interest rate ........................................................
0.0 %
Expected dividend yield ....................................................
Expected life (in years) ......................................................
5.5- 5.7
Expected volatility ............................................................. 127.6% - 128.2 %
2.7 %
0.0 %
5.5
126.4 %
The above assumptions were used to determine the weighted average per share fair value of $0.92 and $7.15 for
stock options granted during the years ended April 30, 2020 and 2019, respectively.
Performance Stock Options
In January of 2020, the Company issued 81,334 performance-based stock options to two of its executives. The
awards vest over 2 years if there is positive total shareholder return (e.g. share price increase) as measured to the 5-day
(January 11-15, 2021) and (January 10-14, 2022) share price volume weighted average price (“VWAP”). There were
81,334 shares unvested and outstanding for the year ended April 30, 2020. The Company determined these awards contain
a market- based condition and estimated the fair value using the Monte Carlo simulation model with the following
assumptions:
Risk-free interest rate .......................................................
Expected dividend yield ...................................................
Expected life (in years) ....................................................
Expected volatility ...........................................................
2.3 %
0.0 %
10.0
115.0 %
The above assumptions were used to determine the weighted average per share fair value of $0.82 for stock options
granted during the year ended April 30, 2020.
A summary of stock options under our stock incentive plans is detailed in the following table.
Shares
Underlying
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(In Years)
Outstanding as of April 30, 2019 ..................................
Granted .........................................................................
Exercised ......................................................................
Cancelled/forfeited .......................................................
Outstanding as of April 30, 2020 ..................................
Exercisable as of April 30, 2020 ...................................
65,572 $
493,000 $
- $
(3,097 ) $
555,475 $
62,475 $
21.08
1.05
-
44.32
3.19
20.09
8.9
9.5
7.9
As of April 30, 2020, the total intrinsic value of both outstanding and exercisable options was zero. As of April
30, 2020, approximately 493,000 options were unvested, which had no intrinsic value and a weighted average remaining
contractual term of 9.7 years. There was approximately $0.3 million and $0.2 million of total recognized compensation
cost related to stock options during each of the years ended April 30, 2020 and 2019, respectively. As of April 30, 2020,
there was approximately $0.3 million of total unrecognized compensation cost related to unvested stock options granted
under the plans. This cost is expected to be recognized over a weighted-average period of 1.0 years. The Company typically
issues newly authorized but unissued shares to satisfy option exercises under these plans.
Restricted Stock
Compensation expense for unvested restricted stock is generally recorded based on its market value on the date
of grant and recognized ratably over the associated service and performance period. During the year ended April 30, 2020,
the Company granted 13,513 shares subject to service-based vesting requirements.
F-21
A summary of unvested restricted stock under our stock incentive plans is as follows:
Weighted
Average Price
per
Share
Number
of Shares
Issued and unvested at April 30, 2019 .............................
Granted ............................................................................
Vested ..............................................................................
Cancelled/forfeited ..........................................................
Issued and unvested at April 30, 2020 .............................
4,506 $
13,513 $
(4,380) $
(126) $
13,513 $
30.08
1.48
30.14
28.00
1.48
There was approximately $15,000 and $0.1 million of total recognized compensation cost related to restricted
stock for the years ended April 30, 2020 and 2019, respectively. As of April 30, 2020, there is $10,000 of unrecognized
compensation cost remaining related to unvested restricted stock granted under our plans. This cost is expected to be
recognized over a weighted-average period of 0.6 years.
During the year ended April 30, 2020, the Company granted 51,547 shares, subject to service-based vesting
requirements, to an employee that were granted outside the Company stock incentive plans. There was approximately
$20,000 of total recognized compensation cost, and $30,000 of unrecognized compensation cost, related to this award for
the year ended April 30, 2020. This unrecognized cost is expected to be recognized over a weighted-average period of 0.6
years.
(13) Fair Value Measurements
The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when
measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active
markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An
instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.
The following is a description of the three hierarchy levels.
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities. Active markets are considered to be those in which
transactions for the assets or liabilities occur in sufficient frequency and volume to provide
pricing information on an ongoing basis.
Level 2 Quoted prices in markets that are not active, or inputs which are observable, either directly or
indirectly, for substantially the full term of the asset or liability. This category includes quoted
prices for similar assets or liabilities in active markets and quoted prices for identical or similar
assets or liabilities in inactive markets.
Level 3 Unobservable inputs are not corroborated by market data. This category is comprised of
financial and non-financial assets and liabilities whose fair value is estimated based on internally
developed models or methodologies using significant inputs that are generally less readily
observable from objective sources.
Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers
occurred. There were no transfers between any levels during the year ended April 30, 2020 and 2018.
The following information is provided to help readers gain an understanding of the relationship between amounts
reported in the accompanying consolidated financial statements and the related market or fair value. The disclosures include
financial instruments and derivative financial instruments, other than investment in affiliates.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair
value and details of the valuation models, key inputs to those models and significant assumptions utilized.
F-22
Warrant Liabilities
The fair value of the Company’s warrant liabilities (refer to Note 8) recorded in the Company’s financial
statements is determined using the Black-Scholes option pricing model and the quoted price of the Company’s common
stock in an active market, volatility and expected life, is a Level 3 measurement. Volatility is based on the actual market
activity of the Company’s stock. The expected life is based on the remaining contractual term of the warrants and the risk-
free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the
warrants’ expected life.
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of April
30, 2020:
Total
Carrying
Value in
Consolidated
Balance Sheet
Quoted prices
in active
markets for
identical
assets or
liabilities
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
(in thousands)
Warrant liabilities ............................................... $
- $
- $
- $
-
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of April
30, 2019:
Total
Carrying
Value in
Consolidated
Balance Sheet
Quoted prices
in active
markets for
identical
assets or
liabilities
(Level 1)
Significant
other
observable
inputs (Level
2)
Significant
unobservable
inputs
(Level 3)
(in thousands)
Warrant liabilities ............................................... $
6 $
- $
- $
6
The following table provides a summary of changes in the fair value of the warrant liabilities during the year
ended April 30, 2020;
Total Warrant
Liability
(in thousands)
Fair value – April 30, 2018 ................................................................................ $
Change in fair value ..........................................................................................
Fair value – April 30, 2019 ................................................................................
Change in fair value ..........................................................................................
Fair value – April 30, 2020 ................................................................................ $
201
(195 )
6
(6 )
-
(14) Income Taxes
Loss before income taxes for the years ended April 30, 2020 and 2019 consisted of the following components:
April 30, 2020 April 30, 2019
(in thousands)
Domestic ............................................................................. $
Foreign ...............................................................................
Total loss before income taxes ....................................... $
(10,985 ) $
(262 )
(11,247 ) $
(12,860 )
(236 )
(13,096 )
F-23
The income tax benefit for the years ended April 30, 2020 and 2019 consist of state income tax benefits of $0.9
million in each year from the sale of New Jersey net operating losses and research and development credits.
Tax Rate Reconciliation
The effective income tax rate differed from the percentages computed by applying the US federal income tax rate
for the periods ended April 30, 2020 and 2019 to loss before income taxes as a result of the following:
April 30, 2020
April 30, 2019
Computed expected tax (benefit) ..............................................................
Increase(reduction) in income taxes resulting from:
State income taxes, net of federal (benefit) ...........................................
Federal research and development tax credits ......................................
Foreign rate differential ........................................................................
Other non-deductible expenses .............................................................
Proceeds of sale of New Jersey tax (benefits) .......................................
Other .....................................................................................................
Increase in valuation allowance ............................................................
Income tax (benefit) ..............................................................................
Significant Components of Deferred Taxes
(21.0 )%
(21.0 )%
2.9 %
(0.5 )%
5.2 %
0.0 %
(8.0 )%
5.2 %
8.3 %
(7.9 )%
0.8 %
(1.5 )%
0.2 %
0.1 %
(6.5 )%
0.6 %
20.8 %
(6.5 )%
The tax effects of temporary differences and carry forwards that give rise to the Company’s deferred tax assets
and deferred tax liabilities are presented below.
April 30, 2020
April 30, 2019
(in thousands)
Deferred tax assets:
Federal net operating loss carryforwards ............................................... $
Foreign net operating loss carryforwards ...............................................
State operating loss carryforwards .........................................................
Federal and New Jersey research and development tax credits .............
Stock compensation ...............................................................................
Accrued expenses ..................................................................................
Other ......................................................................................................
Net deferred tax assets before valuation allowance ...............................
Valuation allowance ..............................................................................
Deferred tax assets .................................................................................
33,740 $
3,307
1,598
3,076
311
131
595
42,758
(42,431 )
327
Deferred tax liability:
Lease liability.........................................................................................
Net deferred tax assets ....................................................................... $
327
- $
32,025
3,641
1,653
3,315
486
145
443
41,708
(41,708 )
-
-
-
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those temporary differences and carry forwards
become deductible or are utilized. As of April 30, 2020 and 2019, based upon the level of historical taxable losses, valuation
allowances of $42.4 million and $41.7 million, respectively, were recorded to fully offset deferred tax assets. The valuation
allowance increased $0.7 million during the year ended April 30, 2020 and decreased $2.5 million during the year ended
2019 respectively.
F-24
As of April 30, 2020, the Company had net operating loss carry forwards for federal income tax purposes of
approximately $160.7 million, which begin to expire in fiscal 2021; $22.6 million of the federal carryforward has no
expiration, but the deductibility of such federal net operating losses may be limited to 80% of our taxable income in future
years. The Company also had federal research and development tax credit carry forwards of approximately $3.0 million as
of April 30, 2020, which begins to expire in 2021. The Tax Reform Act of 1986 contains provisions that limit the utilization
of net operating loss and tax credit carry forwards if there has been an ownership change, as defined. The Company has
determined that such an ownership change, as described in Section 382 of the Internal Revenue Code, occurred in
conjunction with the Company’s U.S. initial public offering in April 2007. The Company’s annual Section 382 limitation
is approximately $3.3 million. The Section 382 limitation is cumulative from year to year, and thus, to the extent net
operating loss or other credit carry forwards are not utilized up to the amount of the available annual limitation, the
limitation is carried forward and added to the following year’s available limitation. Such limitation only applies to net
operating losses incurred in periods prior to the ownership change. The Company has not performed additional analysis on
ownership changes that may have occurred subsequently to further limit the ability to utilize net tax attributes. As of April
30, 2020, the Company had state net operating loss carry forwards of approximately $22.5 million which begin to expire
in 2039, which also may be limited to utilization limitations. As of April 30, 2020, the Company had foreign net operating
loss carry forwards of approximately $16.3 million. The ability to utilize these carry forwards may also be limited in the
event of a significant change to ownership.
New Jersey Net Operating Loss
During the years ended April 30, 2020 and 2019, the Company sold New Jersey State net operating losses and
research and development credits in the amount of $10.0 million and $9.1 million, respectively, resulting in the recognition
of income tax benefits of $0.9 million and $0.9 million, respectively, recorded in the Company’s Statement of Operations.
Uncertain Tax Positions
The Company applies the guidance issued by the FASB for the accounting and reporting of uncertain tax positions.
The guidance requires the Company to recognize in its consolidated financial statements the impact of a tax position if that
position is more likely than not to be sustained upon examination, based on the technical merits of the position. The
Company is currently undergoing an income tax audit in Spain for the period from 2011 to 2014, when the Company’s
Spanish branch was closed (see Note 15 to the Consolidated Financial Statements). At April 30, 2020 and 2019, the
Company had no other unrecognized tax positions. The Company does not expect any material increase or decrease in its
income tax expense in the next twelve months, related to examinations or uncertain tax positions. U.S. federal and state
income tax returns were audited through fiscal 2014 and fiscal 2010 respectively. Net operating loss and credit carry
forwards since inception remain open to examination by taxing authorities and will continue to remain open for a period
of time after utilization.
The Company does not have any interest or penalties accrued related to uncertain tax positions as it does not have
any unrecognized tax benefits.
(15) Commitments and Contingencies
Employment Litigation
On June 10, 2014, the Company announced that it had terminated Charles Dunleavy as its Chief Executive Officer
and as an employee of the Company for cause, effective June 9, 2014, and that Mr. Dunleavy had also been removed from
his position as Chairman of the Board of Directors. On June 17, 2014, Mr. Dunleavy wrote to the Company stating that he
had retained counsel to represent him in connection with an alleged wrongful termination of his employment. On July 28,
2014, Mr. Dunleavy resigned from the Board and the boards of directors of the Company’s subsidiaries. In 2014, the
Company and Mr. Dunleavy entered into a tolling agreement with respect to his alleged employment claims pending
resolution of a securities class action and shareholder derivative litigation. The securities class action was resolved in
November 2017 and the derivatives litigation was resolved in June 2018.
F-25
On August 28, 2018, counsel for Mr. Dunleavy filed a demand for arbitration, captioned Charles F. Dunleavy v.
Ocean Power Technologies, Inc., Case No. 01-18-0003-2374, before the American Arbitration Association in New Jersey.
The demand names Ocean Power Technologies, Inc. as the respondent and alleges various claims and seeks declaratory
relief and permanent injunction. The demand seeks damages in the amount of $5 million for compensatory and punitive
damages, plus interest and attorneys’ fees as well as certain equitable relief. On November 8, 2018, the Company through
counsel responded to the demand for arbitration, denied all allegations, and asserted various affirmative defenses. On April
5, 2019, a three-person arbitration panel scheduled the discovery process to run from April 12, 2019 until November 9,
2019, set a pre-hearing case management conference for October 14, 2019, and set the hearing for December 9-13, 2019.
On September 30, 2019, the parties completed the factual discovery process and the Company identified its expert
witnesses. On October 14, 2019, the parties participated in a pre-hearing case management conference with arbitration
panel and altered slightly the dates for the hearing. The hearing was conducted between December 9-11, 2019, and between
December 16-18, 2019, and on December 18, 2019 the panel decided to continue the hearing for at least another day of
testimony. The final day of hearing has now been scheduled for July 15, 2020, and the hearing will be conducted in
Princeton, New Jersey. As of April 30, 2020, the Company has not accrued any provision related to this matter since it is
not probable and cannot reasonably estimate the loss contingency.
NASDAQ Delisting Notification
On March 3, 2020, the Company received a notification from the NASDAQ Stock Market (the “NASDAQ”)
indicating that the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive
business days and as a result, the Company is not in compliance with the minimum bid price requirement for continued
listing. The NASDAQ notice has no immediate effect on the listing or trading of the Company’s common stock. Under the
NASDAQ Listing Rules, the Company has a grace period of 180 calendar days, or until August 31, 2020, in which to
regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company’s common
stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this grace period. On
April 20, 2020, the Company received a written notice from NASDAQ indicating that, as a result of the tolling of the bid
price requirements due to COVID-19, the period within which the Company has to regain compliance was extended from
August 31, 2020 to November 13, 2020.
Spain Income Tax Audit
The Company is currently undergoing an income tax audit in Spain for the period from 2011 to 2014, the Spanish
tax inspector has raised questions with respect to the Company’s recognition of funds received during this time period from
a governmental grant from the European Commission in connection with the Waveport project. It is anticipated that the
Company will be assessed a penalty relating to these tax years. The Company has estimated this penalty to be $177,000
and as of April 30, 2020 and 2019 has recorded the penalty in Accrued expenses in the Consolidated Balance Sheet.
(16) Operating Segments and Geographic Information
The Company’s business consists of one segment as this represents management’s view of the Company’s
operations. The Company operates on a worldwide basis with one operating company in the US and operating subsidiaries
in the UK and in Australia. Revenues and expenses are generally attributed to the operating unit that bills the customers.
Geographic information is as follows:
North America
Year Ended April 30, 2020
Asia and
Australia
Europe
(in thousands)
Total
Revenues from external customers .............. $
Operating loss ..............................................
Long-lived assets .........................................
Total assets ..................................................
1,682 $
(11,110 )
499
13,251
- $
(234 )
-
36
- $
(21 )
-
251
1,682
(11,365 )
499
13,538
F-26
North America
Year Ended April 30, 2019
Asia and
Australia
Europe
(in thousands)
Total
Revenues from external customers .............. $
Operating loss ..............................................
Long-lived assets .........................................
Total assets ..................................................
632 $
(13,045 )
592
18,028
- $
(204 )
-
49
- $
(22 )
-
289
632
(13,271 )
592
18,366
(17) Subsequent Event
As a result of the COVID-19 pandemic, the U.S. Government passed the CARES Act. On May 3, 2020, the
Company signed a PPP loan with Santander as the lender for $890,347 in support through the Small Business Association
(“SBA”) under the PPP Loan. The PPP Loan will be unsecured and evidenced by a note in favor of Santander as the lender
(the “Note”) and governed by a Loan Agreement with Santander (the “Loan Agreement”). The Company received the
proceeds on May 5, 2020. The SBA allows loan forgiveness for costs incurred and paid for a) payroll costs, b) interest on
any real or personal property mortgage incurred prior to February 15, 2020, c) rent on any lease in force prior to February
15, 2020, and d) utility payments for which service began before February 15, 2020
F-27
Subsidiary
Ocean Power Technologies Ltd
Ocean Power Technologies (Australasia) Pty Ltd
Reedsport OPT Wave Park LLC
Oregon Wave Energy Partners I, LLC
Victorian Wave Partners Pty Ltd
EXHIBIT 21.1
Jurisdiction of Incorporation
United Kingdom
Australia
Oregon
Delaware
Australia
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
The Board of Directors
Ocean Power Technologies, Inc.:
We consent to the incorporation by reference in the registration statements (No. 333-217209, No. 333-213519,
No. 333-226820, No. 333-230199, No. 333-234320, No. 333-235995 and No. 333-239130) on Form S-1, registration
statements (No. 333-208522, No. 333-214316, No. 333-224436 and No. 333-232755) on Form S-8, and the registration
statement (No. 333-221867) on Form S-3 of Ocean Power Technologies, Inc. of our report dated June 29, 2020, with
respect to the consolidated balance sheets of Ocean Power Technologies, Inc. and subsidiaries as of April 30, 2020 and
2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the
years then ended, and the related notes, which report appears in the April 30, 2020 annual report on Form 10-K of Ocean
Power Technologies, Inc.
Our report on the consolidated financial statements also refers to the Company’s adoption of Accounting
Standards Update (ASU) 2016-02, Leases (Topic 842), and the related amendments.
Our report dated June 29, 2020 contains an explanatory paragraph that states that the Company has suffered
recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as
a going concern, as discussed in Note 1(b) to the consolidated financial statements. The consolidated financial statements
do not include any adjustments that might result from the outcome of that uncertainty.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 29, 2020
I, George H. Kirby III, certify that:
CERTIFICATIONS
EXHIBIT 31.1
1.
I have reviewed this Annual Report on Form 10-K of Ocean Power Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or other persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
/s/ George H. Kirby III
George H. Kirby III
President and Chief Executive Officer
Dated: June 29, 2020
I, Matthew T. Shafer, certify that:
CERTIFICATIONS
EXHIBIT 31.2
1.
I have reviewed this Annual Report on Form 10-K of Ocean Power Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or other persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
/s/ Matthew T. Shafer
Matthew T. Shafer
Chief Financial Officer and Treasurer
Dated: June 29, 2020
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K of Ocean Power Technologies, Inc. (the “Company”) for the
year ended April 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, George H. Kirby III, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section
1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ George H. Kirby III
George H. Kirby III
President and Chief Executive Officer
Date: June 29, 2020
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been
provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K of Ocean Power Technologies, Inc. (the “Company”) for the
year ended April 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, Matthew T. Shafer, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section
1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ Matthew T. Shafer
Matthew T. Shafer
Chief Financial Officer and Treasurer
Date: June 29, 2020
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been
provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
OCEAN POWER TECHNOLOGIES, INC.
Directors
Executive Officers
Registrar
George H. Kirby III
President, Chief Executive Officer and
Director
Matthew T. Shafer
Chief Financial Officer, Vice President
of Finance and Treasurer
John W. Lawrence
General Counsel and Corporate Secretary
Computershare Trust Company, N.A.
462 South 4th Street
Suite 1600
Louisville, KY 40202
US & Canada: 800-662-7232
International: 781-575-4238
www.computershare.com
Legal Advisor
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Bankers
Santander Bank
3 Terry Drive
Newtown, PA 18974
USA
Terence J. Cryan
Independent Director and Chairman of
Ocean Power Technologies, Inc.,
Co-Founder, Concert Energy Partners, LLC
Dean J. Glover
Independent Director and Vice Chairman
of Ocean Power Technologies, Inc., Chief
Executive Officer of Teckniks Tool Group
George H. Kirby III
President, Chief Executive Officer and
Director
Steven M. Fludder
Independent Director, Chief Executive Officer
of NEC Energy Solutions
Kristine S. Moore
Independent Director, former Royal Dutch
Shell Executive
Robert K. Winters
Independent Director, Senior Managing
Director of Alpha IR Group
Independent Registered
Public Accounting Firm
EisnerAmper LLP
111 Wood Avenue South
Iselin, NJ 08830-2700
USA
Share Price Information
The Company’s share price is quoted on the NASDAQ Capital Market under the symbol OPTT. Go to www.nasdaq.com to access
the Company’s share price information. In addition, the share price and other publicly released information are available at OPT’s
website under the Investor Relations tab.
Contact Us
Ocean Power Technologies, Inc.
28 Engelhard Drive
Suite B
Monroe Township, NJ 08831
USA
Website Address: www.oceanpowertechnologies.com