(Mark One)
|
||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
22-2535818
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company þ
|
|||
(Do not check if a smaller reporting company) |
Page
|
||||
Number
|
||||
PART I — FINANCIAL INFORMATION
|
||||
Item 1. Financial Statements (unaudited):
|
||||
Consolidated Balance Sheets as of July 31, 2012 and April 30, 2012
|
3
|
|||
Consolidated Statements of Operations for the Three Months Ended July 31, 2012 and 2011
|
4
|
|||
Consolidated Statements of Comprehensive Loss for the Three Months Ended July 31, 2012 and 2011
|
5
|
|||
Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2012 and 2011
|
6
|
|||
Consolidated Statements of Stockholders' Equity for the Three Months Ended July 31, 2012 and 2011
|
7
|
|||
Notes to Consolidated Financial Statements
|
8
|
|||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
18
|
|||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
26
|
|||
Item 4. Controls and Procedures
|
27
|
|||
PART II — OTHER INFORMATION
|
||||
Item 1. Legal Proceedings
|
27
|
|||
Item 1A. Risk Factors
|
27
|
|||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
28
|
|||
Item 3. Defaults Upon Senior Securities
|
28
|
|||
Item 5. Other Information
|
28
|
|||
Item 6. Exhibits
|
29
|
|||
EX-31.1: CERTIFICATION
|
||||
EX-31.2: CERTIFICATION
|
||||
EX-32.1: CERTIFICATION
|
||||
EX-32.2: CERTIFICATION
|
Item 1.
|
FINANCIAL STATEMENTS
|
July 31, 2012
|
April 30, 2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 5,089,657 | 9,353,460 | |||||
Marketable securities
|
23,017,509 | 22,369,484 | ||||||
Accounts receivable
|
1,157,791 | 1,064,796 | ||||||
Unbilled receivables
|
235,493 | 223,050 | ||||||
Other current assets
|
718,270 | 842,820 | ||||||
Total current assets
|
30,218,720 | 33,853,610 | ||||||
Property and equipment, net
|
880,018 | 682,933 | ||||||
Patents, net
|
1,215,248 | 1,269,457 | ||||||
Restricted cash
|
1,308,656 | 1,453,712 | ||||||
Other noncurrent assets
|
194,618 | 181,925 | ||||||
Total assets
|
$ | 33,817,260 | 37,441,637 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 656,810 | 440,773 | |||||
Accrued expenses
|
3,176,831 | 2,770,094 | ||||||
Deferred credits payable
|
600,000 | 600,000 | ||||||
Unearned revenues
|
846,422 | 1,073,389 | ||||||
Current portion of long-term debt
|
100,000 | 100,000 | ||||||
Total current liabilities
|
5,380,063 | 4,984,256 | ||||||
Long-term debt
|
325,000 | 350,000 | ||||||
Total liabilities
|
5,705,063 | 5,334,256 | ||||||
Commitments and contingencies (note 9)
|
||||||||
Ocean Power Technologies, Inc. Stockholders’ equity:
|
||||||||
Preferred stock, $0.001 par value; authorized 5,000,000 shares, none issued or outstanding
|
— | — | ||||||
Common stock, $0.001 par value; authorized 105,000,000 shares, issued 10,405,439 and 10,407,389 shares, respectively
|
10,405 | 10,407 | ||||||
Treasury stock, at cost; 27,818 and 23,544 shares, respectively
|
(111,510 | ) | (102,388 | ) | ||||
Additional paid-in capital
|
158,683,010 | 158,296,458 | ||||||
Accumulated deficit
|
(130,325,527 | ) | (125,989,474 | ) | ||||
Accumulated other comprehensive loss
|
(88,413 | ) | (78,990 | ) | ||||
Total Ocean Power Technologies, Inc. stockholders’ equity
|
28,167,965 | 32,136,013 | ||||||
Noncontrolling interest in Ocean Power Technologies (Australasia) Pty Ltd.
|
(55,768 | ) | (28,632 | ) | ||||
Total equity
|
28,112,197 | 32,107,381 | ||||||
Total liabilities and stockholders’ equity
|
$ | 33,817,260 | 37,441,637 |
Three Months Ended July 31,
|
||||||||
2012
|
2011
|
|||||||
Revenues
|
$ | 982,396 | 1,910,852 | |||||
Cost of revenues
|
979,860 | 1,901,902 | ||||||
Gross profit
|
2,536 | 8,950 | ||||||
Operating expenses:
|
||||||||
Product development costs
|
1,927,427 | 3,100,587 | ||||||
Selling, general and administrative costs
|
2,384,338 | 2,019,742 | ||||||
Total operating expenses
|
4,311,765 | 5,120,329 | ||||||
Operating loss
|
(4,309,229 | ) | (5,111,379 | ) | ||||
Interest income, net
|
55,424 | 120,768 | ||||||
Foreign exchange loss
|
(108,323 | ) | (9,041 | ) | ||||
Net loss
|
(4,362,128 | ) | (4,999,652 | ) | ||||
Less: Net loss attributable to the noncontrolling interest in Ocean Power Technologies (Australasia) Pty Ltd.
|
26,075 | 4,588 | ||||||
Net loss attributable to Ocean Power Technologies, Inc.
|
$ | (4,336,053 | ) | (4,995,064 | ) | |||
Basic and diluted net loss per share
|
$ | (0.42 | ) | (0.49 | ) | |||
Weighted average shares used to compute basic and diluted net loss per share
|
10,295,999 | 10,268,155 |
Three Months Ended July 31,
|
||||||||
2012
|
2011
|
|||||||
Net loss
|
$ | (4,362,128 | ) | (4,999,652 | ) | |||
Foreign currency translation adjustment
|
(10,484 | ) | (90,079 | ) | ||||
Total comprehensive loss
|
(4,372,612 | ) | (5,089,731 | ) | ||||
Comprehensive loss attributable to the noncontrolling interest in Ocean Power Technologies (Australasia) Pty Ltd.
|
27,136 | 4,595 | ||||||
Comprehensive loss attributable to Ocean Power Technologies, Inc.
|
$ | (4,345,476 | ) | (5,085,136 | ) |
Three Months Ended July 31,
|
||||||||
2012
|
2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (4,362,128 | ) | (4,999,652 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Foreign exchange loss
|
108,323 | 9,041 | ||||||
Depreciation and amortization
|
116,492 | 99,140 | ||||||
Loss on disposals of property, plant and equipment
|
— | 356 | ||||||
Treasury note (discount) premium amortization
|
7,734 | 13,914 | ||||||
Compensation expense related to stock option grants and restricted stock
|
386,550 | 370,882 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(99,302 | ) | 282,099 | |||||
Unbilled receivables
|
(12,443 | ) | (865,244 | ) | ||||
Other current assets
|
120,649 | 112,335 | ||||||
Other noncurrent assets
|
(13,252 | ) | (17,994 | ) | ||||
Accounts payable
|
230,884 | (397,069 | ) | |||||
Accrued expenses
|
369,247 | (373,541 | ) | |||||
Unearned revenues
|
(226,967 | ) | 900,540 | |||||
Net cash used in operating activities
|
(3,374,213 | ) | (4,865,193 | ) | ||||
Cash flows from investing activities:
|
||||||||
Purchases of marketable securities
|
(9,833,736 | ) | (271,005 | ) | ||||
Maturities of marketable securities
|
9,171,233 | 10,000,000 | ||||||
Restricted cash
|
75,000 | — | ||||||
Purchases of equipment
|
(224,891 | ) | (82,658 | ) | ||||
Payments of patent costs
|
— | (56,836 | ) | |||||
Net cash (used in) provided by investing activities
|
(812,394 | ) | 9,589,501 | |||||
Cash flows from financing activities:
|
||||||||
Repayment of debt
|
(25,000 | ) | (89,378 | ) | ||||
Acquisition of treasury stock
|
(9,122 | ) | (23,143 | ) | ||||
Net cash used in financing activities
|
(34,122 | ) | (112,521 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
(43,074 | ) | (89,222 | ) | ||||
Net (decrease) increase in cash and cash equivalents
|
(4,263,803 | ) | 4,522,565 | |||||
Cash and cash equivalents, beginning of period
|
9,353,460 | 4,376,136 | ||||||
Cash and cash equivalents, end of period
|
$ | 5,089,657 | 8,898,701 | |||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Capitalized patent costs financed through accounts payable and accrued espenses expenses
|
$ | — | 24,332 | |||||
Capitalized purchases of equipment financed through accounts payable and accrued expenses
|
80,125 | 19,795 |
Common Shares
|
Treasury Shares
|
Additional
Paid-In |
Accumulated
|
Accumulated
Other |
Noncontrolling | Total | ||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Interest |
Equity
|
||||||||||||||||||||||||||||
Balance, April 30, 2011
|
10,419,183 | $ | 10,419 | (7,685 | ) | $ | (42,734 | ) | 157,174,930 | (110,848,972 | ) | 175,907 | 21,948 | 46,491,498 | ||||||||||||||||||||||
Net loss
|
— | — | — | — | — | (4,995,064 | ) | — | (4,588 | ) | (4,999,652 | ) | ||||||||||||||||||||||||
Stock based compensation | — | — | — | — | 316,462 | — | — | — | 316,462 | |||||||||||||||||||||||||||
Issuance (forfeiture) of restricted stock, net
|
(7,888 | ) | (8 | ) | — | — | 54,428 | — | — | — | 54,420 | |||||||||||||||||||||||||
Acquisition of treasury stock
|
— | — | (5,800 | ) | (23,143 | ) | — | — | — | — | (23,143 | ) | ||||||||||||||||||||||||
Other comprehensive loss
|
— | — | — | — | — | — | (90,072 | ) | (7 | ) | (90,079 | ) | ||||||||||||||||||||||||
Balance, July 31, 2011
|
10,411,295 | $ | 10,411 | (13,485 | ) | $ | (65,877 | ) | 157,545,820 | (115,844,036 | ) | 85,835 | 17,353 | 41,749,506 | ||||||||||||||||||||||
Balance, April 30, 2012
|
10,407,389 | $ | 10,407 | (23,544 | ) | $ | (102,388 | ) | 158,296,458 | (125,989,474 | ) | (78,990 | ) | (28,632 | ) | 32,107,381 | ||||||||||||||||||||
Net loss
|
— | — | — | — | — | (4,336,053 | ) | — | (26,075 | ) | (4,362,128 | ) | ||||||||||||||||||||||||
Stock based compensation | — | — | — | — | 371,784 | — | — | — | 371,784 | |||||||||||||||||||||||||||
Issuance (forfeiture) of restricted stock, net
|
(1,950 | ) | (2 | ) | — | — | 14,768 | — | — | — | 14,766 | |||||||||||||||||||||||||
Acquisition of treasury stock
|
— | — | (4,274 | ) | (9,122 | ) | — | — | — | — | (9,122 | ) | ||||||||||||||||||||||||
Other comprehensive loss
|
— | — | — | — | — | — | (9,423 | ) | (1,061 | ) | (10,484 | ) | ||||||||||||||||||||||||
Balance, July 31, 2012
|
10,405,439 | $ | 10,405 | (27,818 | ) | $ | (111,510 | ) | 158,683,010 | (130,325,527 | ) | (88,413 | ) | (55,768 | ) | 28,112,197 |
July 31, 2012
|
April 30, 2012
|
|||||||
Checking and savings accounts
|
$ | 2,545,662 | 2,051,918 | |||||
Certificates of deposits and US Treasury obligations
|
1,404,662 | 5,998,925 | ||||||
Money market funds
|
1,139,333 | 1,302,617 | ||||||
$ | 5,089,657 | 9,353,460 |
July 31, 2012
|
April 30, 2012
|
|||||||
Barclays Bank agreement
|
$ | 883,656 | 953,712 | |||||
NJBPU agreement
|
425,000 | 500,000 | ||||||
$ | 1,308,656 | 1,453,712 |
Three Months Ended July 31, | ||||||||
2012
|
2011
|
|||||||
Foreign exchange loss
|
$ | (108,323 | ) | (9,041 | ) |
July 31, 2012
|
April 30, 2012
|
|||||||
Foreign currency denominated certificates of deposit and cash accounts
|
$ | 2,906,000 | 2,826,000 |
Three months ended July 31, | ||||||||
Customer
|
2012
|
2011
|
||||||
US Department of Energy
|
63 | % | 25 | % | ||||
European Union (WavePort project)
|
17 | % | — | |||||
US Navy
|
6 | % | 60 | % | ||||
UK Government's Technology Strategy Board
|
5 | % | 12 | % | ||||
91 | % | 97 | % |
July 31,
|
April 30,
|
|||||||
2012
|
2012
|
|||||||
Certificates of deposit denominated in Australian dollars
|
$
|
356,634
|
556,437
|
|||||
Certificate of deposit denominated in US dollars
|
3,360,000
|
3,806,808
|
||||||
US Treasury obligations
|
19,300,875
|
18,006,239
|
||||||
$
|
23,017,509
|
22,369,484
|
July 31, 2012
|
April 30, 2012
|
|||||||
Accounts Receivable, net
|
||||||||
Accounts receivable
|
$ | 1,452,053 | 1,369,400 | |||||
Allowance for doubtful accounts
|
(294,262 | ) | (304,604 | ) | ||||
$ | 1,157,791 | 1,064,796 | ||||||
Property and Equipment
|
||||||||
Property and Equipment
|
$ | 2,459,440 | 2,213,820 | |||||
Accumulated depreciation and amortization
|
(1,579,422 | ) | (1,530,887 | ) | ||||
$ | 880,018 | 682,933 | ||||||
Patents
|
||||||||
Patents
|
$ | 1,574,044 | 1,574,044 | |||||
Accumulated amortization
|
(358,796 | ) | (304,587 | ) | ||||
$ | 1,215,248 | 1,269,457 | ||||||
Accrued Expenses
|
||||||||
Project costs
|
$ | 1,025,521 | 244,892 | |||||
Contract loss reserves
|
785,000 | 785,000 | ||||||
Employee incentive payments
|
165,083 | 661,328 | ||||||
Other
|
224,277 | 185,320 | ||||||
Employee-related costs
|
439,840 | 354,966 | ||||||
Payroll tax withholdings
|
156,626 | 166,092 | ||||||
Investment in joint venture
|
163,216 | 176,110 | ||||||
Legal and accounting fees
|
209,678 | 193,720 | ||||||
Value-added tax
|
7,590 | 2,666 | ||||||
$ | 3,176,831 | 2,770,094 |
Three Months Ended July 31, | ||||||||
2012
|
2011
|
|||||||
Related party consulting expense
|
$ | 21,000 | 21,000 | |||||
Expenses for services provided by related party company
|
- | 22,000 | ||||||
Revenue for services provided to related party company
|
17,000 | 16,000 |
July 31, 2012
|
April 30, 2012
|
|||||||
Consulting fees payable to related party
|
$ | 7,000 | 7,000 | |||||
Payable to related party company
|
- | - | ||||||
Receivable from related party company
|
13,000 | - |
Three Months Ended July 31,
|
||||||||
2012
|
2011
|
|||||||
Risk-free interest rate
|
0.9 | % | 2.1 | % | ||||
Expected dividend yield
|
0.0 | % | 0.0 | % | ||||
Expected life
|
6.3 years
|
6.3 years
|
||||||
Expected volatility
|
86.15 | % | 94 | % |
Shares
Underlying |
Weighted
Average |
Weighted
Average |
||||||||||
Outstanding as of April 30, 2012
|
1,353,473
|
$
|
8.92
|
|||||||||
Forfeited
|
(38,813
|
)
|
6.85
|
|||||||||
Exercised
|
—
|
—
|
||||||||||
Granted
|
233,896
|
1.79
|
||||||||||
Outstanding as of July 31, 2012
|
1,548,556
|
7.89
|
6.4
|
|||||||||
Exercisable as of July 31, 2012
|
930,251
|
10.50
|
4.8
|
Number
of Shares |
Weighted
Average |
|||||||
Issued and unvested at April 30, 2012
|
93,840
|
$
|
5.86
|
|||||
Granted
|
18,000
|
2.00
|
||||||
Forfeited
|
(19,950
|
)
|
5.97
|
|||||
Vested
|
(15,049
|
)
|
5.97
|
|||||
Issued and unvested at July 31, 2012
|
76,841
|
4.91
|
North America
|
Europe
|
Asia and Australia
|
Total
|
|||||||||||||
Three months ended July 31, 2012
|
||||||||||||||||
Revenues from external customers
|
$ | 930,903 | 51,493 | — | 982,396 | |||||||||||
Operating loss
|
(3,851,720 | ) | (234,974 | ) | (222,535 | ) | (4,309,229 | ) | ||||||||
Three months ended July 31, 2011
|
||||||||||||||||
Revenues from external customers
|
1,688,551 | 222,301 | — | 1,910,852 | ||||||||||||
Operating loss
|
(4,647,691 | ) | (413,622 | ) | (50,066 | ) | (5,111,379 | ) | ||||||||
July 31, 2012
|
||||||||||||||||
Long-lived assets
|
791,939 | 88,079 | — | 880,018 | ||||||||||||
Total assets
|
32,010,213 | 1,295,258 | 511,789 | 33,817,260 | ||||||||||||
April 30, 2012
|
||||||||||||||||
Long-lived assets
|
585,818 | 97,115 | — | 682,933 | ||||||||||||
Total assets
|
$ | 35,181,637 | 1,619,973 | 640,027 | 37,441,637 |
Customer
|
Three months ended July 31, | |||||||
($ millions)
|
2012
|
2011
|
||||||
US Department of Energy
|
$ | 0.6 | $ | 0.5 | ||||
European Union (WavePort project)
|
0.2 | — | ||||||
US Navy
|
0.1 | 1.1 | ||||||
UK Government's Technology Strategy Board
|
— | 0.2 | ||||||
Other
|
0.1 | 0.1 | ||||||
$ | 1.0 | $ | 1.9 |
Three months ended July 31, | ||||||||
Customer Location
|
2012
|
2011
|
||||||
United States
|
72 | % | 88 | % | ||||
Europe
|
22 | % | 12 | % | ||||
Asia and Australia
|
6 | % | — | |||||
100 | % | 100 | % |
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||
July 31, 2012
|
July 31, 2011
|
|||||||||||||||||||
Amount
|
As a
% of
Revenues |
(1)
|
Amount
|
As a
% of
Revenues |
(1)
|
% Change
2012 Period to 2011 Period |
||||||||||||||
Revenues
|
$ | 982,396 | 100 | % | $ | 1,910,852 | 100 | % | (49 | ) % | ||||||||||
Cost of revenues
|
979,860 | 100 | 1,901,902 | 100 | (48 | ) | ||||||||||||||
Gross profit
|
2,536 | — | 8,950 | — | (72 | ) | ||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Product development costs
|
1,927,427 | 196 | 3,100,587 | 162 | (38 | ) | ||||||||||||||
Selling, general and administrative costs
|
2,384,338 | 243 | 2,019,742 | 106 | 18 | |||||||||||||||
Total operating expenses
|
4,311,765 | 439 | 5,120,329 | 268 | (16 | ) | ||||||||||||||
Operating loss
|
(4,309,229 | ) | (439 | ) | (5,111,379 | ) | (267 | ) | 16 | |||||||||||
Interest income, net
|
55,424 | 6 | 120,768 | 6 | (54 | ) | ||||||||||||||
Foreign exchange loss
|
(108,323 | ) | (11 | ) | (9,041 | ) | — | |||||||||||||
Net loss
|
(4,362,128 | ) | (444 | ) | (4,999,652 | ) | (262 | ) | 13 | |||||||||||
Less: Net loss attributable to the noncontrolling interest in Ocean Power Technologies (Australasia) Pty Ltd.
|
26,075 | 3 | 4,588 | — | 468 | |||||||||||||||
Net loss attributable to Ocean Power Technologies, Inc.
|
$ | (4,336,053 | ) | (441 | ) % | $ | (4,995,064 | ) | (261 | ) % | 13 | % |
•
|
Revenues relating to our utility PowerBuoy system increased by $0.2 million due primarily to an increase in billable work on our WavePort project off the coast of Spain.
|
|
•
|
Revenues relating to our autonomous PowerBuoy system decreased by $1.1 million primarily as a result of a decrease in billable work on our projects to provide our PowerBuoy technology to the US Navy's Littoral Expeditionary Autonomous PowerBuoy (“LEAP”) program. The LEAP project was completed during fiscal 2012.
|
Three Months Ended July 31, | ||||||||
2012
|
2011
|
|||||||
Net loss
|
$ | (4,362,128 | ) | $ | (4,999,652 | ) | ||
Adjustments for noncash operating items
|
619,099 | 493,333 | ||||||
Net cash operating loss
|
(3,743,029 | ) | (4,506,319 | ) | ||||
Net change in operating assets and liabilities
|
368,816 | (358,874 | ) | |||||
Net cash used in operating activities
|
$ | (3,374,213 | ) | $ | (4,865,193 | ) | ||
Net cash (used in) provided by investing activities
|
$ | (812,394 | ) | $ | 9,589,501 | |||
Net cash used in financing activities
|
$ | (34,122 | ) | $ | (112,521 | ) | ||
Effect of exchange rates on cash and cash equivalents
|
$ | (43,074 | ) | $ | (89,222 | ) |
•
|
the cost of development efforts for our PowerBuoy systems;
|
|
•
|
the success of our commercial relationships with major customers;
|
|
•
|
the ability to obtain project-specific financing, grants, subsidies and other sources of funding for some of our projects;
|
|
•
|
the cost of manufacturing activities;
|
|
•
|
the cost of commercialization activities, including demonstration projects, product marketing and sales;
|
|
•
|
our ability to establish and maintain additional customer relationships;
|
|
•
|
the implementation of our expansion plans, including the hiring of new employees;
|
|
•
|
potential acquisitions of other products or technologies; and
|
|
•
|
the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other patent-related costs.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of Shares Purchased (1)
|
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
|
||||||||||||
May 1-31, 2012
|
― | ― | ― | ― | ||||||||||||
June 1-30, 2012
|
3,444 | $ | 2.01 | ― | ― | |||||||||||
July 1-31, 2012
|
830 | $ | 2.65 | ― | ― |
|
(1)
|
Represents shares delivered back to the Company by employees to pay taxes related to the vesting of restricted shares.
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 5.
|
OTHER INFORMATION
|
Item 6.
|
EXHIBITS
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||||
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||||
101
|
The following materials formatted in eXtensible Business Reporting Language (XBRL) from Ocean Power Technologies, Inc Quarterly Report on Form 10-Q for the quarter ended July 31, 2012, filed September 14, 2012: (i) Consolidated Balance Sheets – July 31, 2012 (unaudited) and April 30, 2012, (ii) Consolidated Statements of Operations (unaudited) – Three Months Ended July 31, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) – Three Months Ended July 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows (unaudited) – Three Months Ended July 31, 2012 and 2011, (v) Consolidated Statements of Stockholders’ Equity (unaudited) – Three Months Ended July 31, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.*
|
|||||
* 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.
|
By:
|
/s/ Charles F. Dunleavy
|
|||
Charles F. Dunleavy
|
||||
Chief Executive Officer
|
||||
(Principal Executive Officer)
|
By:
|
/s/ Brian M. Posner
|
|||
Brian M. Posner
|
||||
Chief Financial Officer
|
||||
(Principal Financial Officer)
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||||
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||||
101
|
The following materials formatted in eXtensible Business Reporting Language (XBRL) from Ocean Power Technologies, Inc Quarterly Report on Form 10-Q for the quarter ended July 31, 2012, filed September 14, 2012: (i) Consolidated Balance Sheets – July 31, 2012 (unaudited) and April 30, 2012, (ii) Consolidated Statements of Operations (unaudited) – Three Months Ended July 31, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) – Three Months Ended July 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows (unaudited) – Three Months Ended July 31, 2012 and 2011, (v) Consolidated Statements of Stockholders’ Equity (unaudited) – Three Months Ended July 31, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.*
|
|||||
* 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.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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/ Charles F. Dunleavy
|
||||
Charles F. Dunleavy
|
||||
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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/ Brian M. Posner
|
||||
Brian M. Posner
|
||||
Chief Financial Officer
|
(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/ Charles F. Dunleavy
|
||||
Charles F. Dunleavy
|
||||
Chief Executive Officer
|
(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/ Brian M. Posner
|
||||
Brian M. Posner
|
||||
Chief Financial Officer
|
Note 7. Deferred Credits Payable and Deferred Credits (Detail) (USD $)
|
Jul. 31, 2012
|
Apr. 30, 2012
|
Apr. 30, 2001
T
|
---|---|---|---|
Customer Advances and Deposits (in Dollars) | $ 600,000 | ||
Deferred Credits Payable Option Details (in US Ton) | 500,000 | ||
Deferred Credits Payable Market Discount Rate | 30.00% | ||
Customer Advances and Deposits, Current (in Dollars) | $ 600,000 | $ 600,000 | |
Deferred Credits Payable Market Liquidated Damages Rate | 30.00% |
Note 3. Marketable Securities (Detail) - Marketable Securities That Mature Within One Year (USD $)
|
Jul. 31, 2012
|
Apr. 30, 2012
|
---|---|---|
Marketable Securities | $ 23,017,509 | $ 22,369,484 |
Certificates of deposit denominated in Australian dollars [Member]
|
||
Marketable Securities | 356,634 | 556,437 |
Certificate of deposit denominated in US dollars [Member]
|
||
Marketable Securities | 3,360,000 | 3,806,808 |
US Treasury obligations [Member]
|
||
Marketable Securities | $ 19,300,875 | $ 18,006,239 |
Note 11. Operating Segments and Geographic Information (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] |
|
Note 8. Stock-Based Compensation (Detail) - Stock Options Under the Plans (USD $)
|
3 Months Ended |
---|---|
Jul. 31, 2012
|
|
Shares Underlying Options | 1,353,473 |
Weighted Average Exercise Price (in Dollars per share) | $ 8.92 |
Weighted Average Remaining Contractual Term (In Years) | 6 years 146 days |
Exercisable as of July 31, 2012 | 930,251 |
Exercisable as of July 31, 2012 (in Dollars per share) | $ 10.50 |
Exercisable as of July 31, 2012 | 4 years 292 days |
Forfeited | (38,813) |
Forfeited (in Dollars per share) | $ 6.85 |
Granted | 233,896 |
Granted (in Dollars per share) | $ 1.79 |
Shares Underlying Options | 1,548,556 |
Weighted Average Exercise Price (in Dollars per share) | $ 7.89 |
Note 5. Related Party Transactions (Detail) - Additional Related Party Transactions (USD $)
|
Jul. 31, 2012
|
Apr. 30, 2012
|
---|---|---|
Consulting fees payable to related party | $ 7,000 | $ 7,000 |
Receivable from related party company | $ 13,000 |
Note 2. Summary of Significant Accounting Policies
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] |
(2) Summary
of Significant Accounting Policies
(a) Revenue
Recognition
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.
Currently, 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. 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.
Generally,
the Company recognizes revenue using the
percentage-of-completion method based on the ratio of costs
incurred to total estimated costs at completion. In certain
circumstances, revenue under contracts that have specified
milestones or other performance criteria may be recognized
only when the customer acknowledges that such criteria have
been satisfied. In addition, recognition of revenue (and
the related costs) may be deferred for fixed-price
contracts until contract completion if the Company is
unable to reasonably estimate the total costs of the
project prior to completion. Because the Company has a
small number of contracts, revisions to the
percentage-of-completion determination or delays in meeting
performance criteria or in completing projects may have a
significant effect on revenue for the periods involved.
Upon anticipating a loss on a contract, the Company
recognizes the full amount of the anticipated loss in the
current period.
Under
cost plus and firm fixed price contracts there is a profit
or loss on the project depending on whether actual costs
are more or less than the agreed upon amount. 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.
Unbilled
receivables represent expenditures on contracts, plus
applicable profit margin, not yet billed. Unbilled
receivables are normally billed and collected within one
year. Billings made on contracts are recorded as a
reduction of unbilled receivables, and to the extent that
such billings and cash collections exceed costs incurred
plus applicable profit margin, they are recorded as
unearned revenues.
(b) Cash
and Cash Equivalents
Cash
equivalents consist of investments in short-term financial
instruments with initial maturities of three months or less
from the date of purchase. Cash and cash equivalents
include the following:
(c) Restricted
Cash and Credit Facility
A
portion of the Company’s cash is restricted under the
terms of two security agreements.
One
agreement is between Ocean Power Technologies, Inc. and
Barclays Bank. Under this agreement, the cash is on deposit
at Barclays Bank and serves as security for letters of
credit that are expected to be issued by Barclays Bank on
behalf of Ocean Power Technologies Ltd., one of the
Company's subsidiaries, under a €800,000 credit
facility established by Barclays Bank for Ocean Power
Technologies Ltd. The credit facility is for the issuance
of letters of credit and bank guarantees and carries a fee
of 1% per annum of the amount of any such obligations
issued by Barclays Bank. As of July 31, 2012, there were
€266,000 in letters of credit outstanding under this
agreement. The credit facility does not have an expiration
date, but is cancelable at the discretion of the
bank.
The
other agreement is between Ocean Power Technologies, Inc.
and the New Jersey Board of Public Utilities (NJBPU). The
Company received a $500,000 recoverable grant award from
the NJBPU. Under this agreement, the Company is required to
assign to the NJBPU a certificate of deposit in an amount
equal to the
outstanding grant balance. See Note 6.
Cash
restricted under security agreements is as
follows:
(d) Foreign
Exchange Gains and Losses
The
Company has invested in certain certificates of deposit and
has maintained cash accounts that are denominated in
British pounds sterling, Euros and Australian dollars.
These amounts are included in cash, cash equivalents,
restricted cash and marketable securities on the
accompanying consolidated balance sheets. Such positions
may result in realized and unrealized foreign exchange
gains or losses from exchange rate fluctuations, which
gains and losses are included in foreign exchange
loss in the accompanying consolidated statements of
operations.
(e) Long-Lived
Assets
Long-lived
assets, such as property and equipment and patents subject
to amortization, are 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.
The Company reviewed its long-lived assets for impairment
and determined there was no impairment for the three months
ended July 31, 2012.
(f) Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to
concentration of credit risk consist principally of cash
balances, bank certificates of deposit and trade
receivables. The Company invests its excess cash in highly
liquid investments (principally, short-term bank deposits,
Treasury bills, Treasury notes and money market funds) and
does not believe that it is exposed to any significant
risks related to its cash accounts, money market funds or
certificates of deposit.
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:
The
loss of, or a significant reduction in revenues from, any
of the current customers could significantly impact the
Company's financial position or results of operations. The
Company does not require its customers to post
collateral.
(g) 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 outstanding during the
period. Due to the Company's net losses, potentially
dilutive securities, consisting of outstanding stock
options and non-vested performance-based shares, were
excluded from the diluted loss per share calculation due to
their anti-dilutive effect.
In
computing diluted net loss per share, options to purchase
shares of common stock and non-vested restricted stock
issued to employees and non-employee directors, totaling
1,625,397 for the three months ended July 31, 2012, and
1,560,178 for the three months ended July 31, 2011, were
excluded from the computations as the effect would be
anti-dilutive due to the Company's losses.
(h) Recently
Issued Accounting Standards
During
the quarter ended July 31, 2012, the Company adopted the
Financial Accounting Standards Board (FASB) amendment to
the disclosure requirements for presentation of
comprehensive income. The amendment requires that all
non-owner changes in stockholders’ equity be
presented either in a single continuous statement of
comprehensive income or in two separate but consecutive
statements. This guidance became effective retrospectively
for the interim periods and annual periods beginning after
December 15, 2011; however, the FASB agreed to an
indefinite deferral of the reclassification requirement.
For the Consolidated Statements of Comprehensive Income see
page 5.
|