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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Ocean Power Technologies, Inc.    OPTT

OCEAN POWER TECHNOLOGIES, INC.

(OPTT)
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OCEAN POWER TECHNOLOGIES : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

09/14/2020 | 04:03pm EST

The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business, pending and threatened litigation and our liquidity includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of our Annual Report on Form 10-K for the year ended April 30, 2020 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. References to a fiscal year in this Form 10-Q refer to the year ended April 30 of that year (e.g., fiscal 2020 refers to the year ended April 30, 2020).

Business Update Regarding COVID-19

As a result of the COVID-19 pandemic, in March 2020, the Company put in place a number of protective measures. 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. As of June 2020, the Company returned to work although individuals can work from home if necessary.

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 and instead extended an existing lease. In April 2020, the Company declared force majeure and 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 II, Item 1A "Risk Factors" of this report.



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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 and governed by a Loan Agreement with Santander. The interest rate is 1% and the loan is repayable over two years. The loan contains customary events of defaults relating to, among other things, payment defaults or breaches of the terms of the loan. Upon the occurrence of an event of default, the lender may require immediate repayment of all outstanding under the loan. Interest and principal payments are deferred for the first 6 months from the date of the loan. Principal and interest are payable monthly commencing 6 months after the disbursement date and may be repaid by the Company at any time prior to maturity with no prepayment penalties. The Company received the proceeds on May 5, 2020.

The SBA allows loan forgiveness for eligible costs incurred and paid which include a) payroll costs, b) interest on any real or personal property mortgage 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. As of July 31, 2020, the Company has utilized all of the loan proceeds. While the Company currently believes that the use of the loan proceeds will meet the conditions for forgiveness of the loan and is in the process of preparing the SBA's forgiveness application, no assurance can be provided that the Company will obtain forgiveness of the loan, in whole or in part.

On June 5, 2020, the Paycheck Protection Program Flexibility Act ("PPPFA") was signed into law. Among other changes, the PPPFA (a) reduced the amount of the loan required to be spent on payroll costs from 75% to 60%, (b) extended the covered period to 24 weeks from 8 weeks, (c) extended the repayment term of PPP loan from 2 years to 5 years, and (d) increased the deferred payment date from 6 months to 10 months. For the loans disbursed before June 5, 2020, the PPPFA provides the option to opt for 24 weeks for spending the loan instead of 8 weeks. The Company has opted for 24 weeks to spend the loan.



Overview


We believe that we are a marine power solutions provider. We control the design, manufacture, sales, installation, operations and maintenance of our products while working closely with partners that provide payloads, integration services, and marine installation capabilities. We believe our solutions provide distributed offshore power which is persistent and reliable power along with 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.

We also continue to develop and commercialize our proprietary systems that generate electricity by harnessing the renewable energy of ocean waves for our PB3 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 science and research applications. 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 and the first three months of fiscal 2021 included the Company's first commercial sale of a PB3 to Enel Green Power ("EGP"). We continued work on our Eni S.p.A. ("Eni") project and completed work for Premier Oil ("PMO"), U.S. Navy Small Business Innovation Research ("U.S. SBIR"), 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. In June, 2020, the Company signed a memorandum of understanding with Mackay Marine (a division of Mackay Communications) to develop a Marine Surveillance Solution.



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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 the hybrid PowerBuoy®, as well as our surface surveillance solution 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 electric 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.

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,




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? 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 by solar panels with a liquid-fueled Stirling engine to provide back-up power and is capable of providing reliable power in remote offshore locations, regardless of ocean wave conditions. We believe this product is 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 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 around the world. Power is generated independent of wave activity, making it a 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 energy storage system ("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 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 1 megawatt-hour of stored energy capacity. We believe that 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.



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Subsea Battery


We have developed 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 PowerBuoys® are 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 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.

We believe 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.




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, and services supporting 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 revenues derived from customers whose revenues accounted for at least 10% of our consolidated revenues for at least one of the periods indicated:



                                          Three months ended July 31,
                                          2020                  2019

             Eni S.p.A.                          17 %                  14 %
             Premier Oil UK Limited              16 %                  47 %
             EGP                                 67 %                   0 %
             U.S. Navy                            0 %                  26 %
             Other                                0 %                  13 %
                                                100 %                 100 %



In order to achieve success in commercializing our products, we must expand our customer base and obtain commercial contracts to lease or sell our products, solutions and related services to customers. Our potential customer base for our products and 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.




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.




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  ? In September 2019, we entered into two contracts with subsidiaries of EGP
    which include the sale of a PB3 PowerBuoy® and the development and supply of a
    turn-key integrated Open Sea Lab that will be the Company's first deployment
    off the coast of Chile. In April 2020, the Company declared force majeure and
    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 in
    response to COVID-19 pandemic. The contract is a result of a detailed
    feasibility study of the PowerBuoy® 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. In March 2020,
    after the several months at sea the PB3 was decommissioned and returned to New
    Jersey for evaluation and refurbishment to prepare for another deployment.




Partnerships



  ? In June 2020, we signed a memorandum of understanding with Mackay Marine, a
    division of Mackay Communications, Inc., to further optimize our Marine
    Surveillance System payload for both the PB3 and hybrid PowerBuoy®. Mackay
    Marine manufacturers and supplies a wide variety of technically advanced
    equipment for commercial, military, and personal marine applications.

  ? In February 2020, we signed a letter of intent with Taiwan-based BAP
    Precision, Inc. ("BAP") to provide PowerBuoy® joint surveillance solutions for
    government agency contract pursuits for policing territorial waters.

  ? In May 2019, we signed a memorandum of understanding with Modus Seabed
    Intervention Ltd. ("Modus"). 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 Hybrid Autonomous Underwater Vehicle (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 Field Life
    Service Ltd. ("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 Seaeye Ltd. ("Saab"). The agreement anticipates
    a preliminary focus on AUV and eROV charging and communications systems.




Business Strategy



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 prepare for low rate initial production. In 2019, we completed the design of our hybrid PowerBuoy®. 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 have continued progress in marketing our PB3. We have made 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 the initial feasibility and non-disclosure agreement stage 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.



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Many proposal requests are for projects where one of our PowerBuoys® products, either the PB3, the hybrid, or our subsea battery solution 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. 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 potential demand, vis-à-vis specific application proposal requests, is indicative of significant progress in our commercialization strategy. We believe in the potential for growth as a result of our positioning for higher volume production of our products and solutions and their initial indications of demand for our PowerBuoy® products in multiple customer applications.

We continue to commercialize our products and solutions for use in remote offshore power and real-time data communications applications, and in order 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, hybrid PowerBuoys® and our subsea battery
    solutions 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 diagnostics, 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.

  ? Expand customer system solution offerings through new complimentary products
    that enable shorter and more cost-efficient deployments. We completed the
    design and construction of the hybrid PowerBuoy® in 2020. This product builds
    on our existing expertise in offshore power systems. The hybrid PowerBuoy® is
    a solar powered buoy with a liquid-fueled Stirling engine as backup. The
    hybrid is to be highly complementary to the PB3 PowerBuoy® 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 has also developed a subsea battery system
    that is complimentary to the Company's PowerBuoy® products. The subsea battery
    system offers the possibility of creating a sea floor energy storage solution
    for remote offshore operations. These subsea battery systems contain lithium
    ion batteries, which provide high power density to supply power to subsea
    equipment, sensors, communications, and recharging of AUVs and eROV. 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, Asia and Western Africa. 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 a new product. 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 Mackay, BAP, Modus,
    Saab and Acteon. We continue to seek other opportunities to collaborate with
    application experts from within our selected markets.




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  ? Outsourcing of fabrication, deployment and service support. We outsource all
    fabrication, anchoring, mooring, cabling supply, and in most cases deployment
    of our PowerBuoy® in order 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 to 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 and solutions.

  ? Cost reduction and PowerBuoy® solution development. Our engineering efforts
    are mainly focused on addressing customer solutions; PowerBuoy® sales;
    reducing costs associated with production, installation and product life-cycle
    costs; and improving the energy output, reliability, maintenance interval and
    expected operating life of our products and solutions. 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.




Capital Raises



On January 7, 2019, the Company entered into the 2019 ATM Facility with AGP 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. ThroughJuly 31, 2020, under the 2019 ATM Facility, the Company sold and issued 5,913,362 shares of its common stock with an aggregate market value of $5.0 million at an average price of $0.85 per share and paid AGP a sales commission of approximately $162,448 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. 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 October 24, 2019, the Company entered into a new common stock purchase agreement with Aspire Capital which provided 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 could issue within the 19.99% limit is 1,219,010 shares including shares issued as a commitment fee. In consideration for entering into the agreement, the Company issued to Aspire Capital 194,805 shares of our common stock as a commitment fee. Shareholder approval was needed for sale of common stock over the 19.99% limit of the outstanding common stock on the date of the agreement. 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. Through July 31, 2020, the Company has sold 6,424,205 shares of common stock with an aggregate market value of $4.0 million at an average price of $0.63 per share pursuant to this common stock purchase agreement.

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 July 31, 2020, the Company's backlog was $0.8 million. As of April 30, 2020, backlog was $0.9 million. Our backlog can include 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.



30





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.



Going Concern


The 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 losses have caused an accumulated deficit of $223.5 million at July 31, 2020. Based on the Company's cash, cash equivalents and restricted cash balances as of July 31, 2020, the Company believes that it will be able to finance its capital requirements and operations into the quarter ending July 31, 2021. Among other things, the Company is currently evaluating a variety of different financing alternatives and we expect to continue to fund our business with sales of our securities and through generating revenue with customers.

The report of our independent registered public accounting firm on our consolidated financial statements filed with our Annual Report on Form 10-K 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 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.

For a discussion of our critical accounting estimates, see the section entitled Item 7.- "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended April 30, 2020. There were no material changes in our critical accounting estimates or accounting policies during the three months ended July 31, 2020.

Recently Issued Accounting Standards

See Note 2 of the Notes to Consolidated Financial Statements.



Financial Operations Overview


The following describes certain line items in our statement of operations and some of the factors that affect our operating results.



Revenues


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.



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The nature of the Company's contracts may give rise to several types of variable consideration, 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.

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 each of the three-month periods ended July 31, 2020 and 2019, all of the Company's contracts were classified as firm fixed price.

The following table provides information regarding the breakdown of our revenues by customer for the three months ended July 31, 2020 and 2019.



                                          Three months ended July 31,
                                          2020                  2019
                                                (in thousands)

             Eni S.p.A.               $          28         $          29
             Premier Oil UK Limited              27                    95
             EGP                                114                     -
             U.S. Navy                            -                    52
             Other                                -                    26
                                      $         169         $         202



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 the three months ended July 31, 2020 and 2019.



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                                       Three months ended July 31,
               Customer Location       2020                  2019

               Europe                         33 %                  74 %
               South America                  67 %                   0 %
               North America                   0 %                  26 %
                                             100 %                 100 %




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 products supplied by third-party suppliers. Cost of revenues also includes product system delivery and deployment expenses and may include anticipated losses at completion on certain contracts.

Our ability to generate a gross profit will depend on the nature of future contracts, our success at generating revenues through sales or leases of our products, the nature of our contracts generating revenues to fund our product development efforts, and our ability to manage costs incurred on fixed price commercial contracts.

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.

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 products and costs for executive, accounting and administrative personnel, professional fees and other general corporate expenses.



Interest income, net


Interest income, net consists of interest received on cash, cash equivalents and money market fund and interest expense paid on certain obligations to third parties.




Foreign exchange gain (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 July 31, 2020 and $0.7 million as of July 31, 2019, compared to our total cash, cash equivalents and restricted cash balances of $12.0 million as of July 31, 2020 and $13.5 million as of July 31, 2019. These foreign currency balances are translated each month and 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.



33





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."

Three months ended July 31, 2020 compared to the three months ended July 31, 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 three months ended July 31, 2020 and 2019.



                                                                                   % change
                                           Three months ended July 31,          2020 period to
                                            2020                 2019            2019 period
                                                 (in thousands)

Revenues                               $          169       $          202                  -16 %
Cost of revenues                                  334                  367                   -9 %
Gross loss                                       (165 )               (165 )
Operating expenses:
Engineering and product development
costs                                           1,252                1,198                    5 %
Selling, general and administrative
costs                                           1,987                1,697                   17 %
Total operating expenses                        3,239                2,895
Operating loss                                 (3,404 )             (3,060 )
Gain due to the change in fair value
of warrant liabilities                              -                    6                 -100 %
Interest income, net                               11                   42                  -74 %
Foreign exchange gain/(loss)                        8                  (13 )               -162 %
Net loss                               $       (3,385 )$       (3,025 )                 12 %




Revenues


Revenues were $0.2 million in the three months ended July 31, 2020, essentially flat as compared to the three months ended July 31, 2019. Revenue for the three months ended July 31, 2020 was primarily derived from the EGP project while revenue for the same period in the prior year was primarily derived from projects with Premier Oil and U.S. Navy.



Cost of revenues


Cost of revenues were $0.3 million in the three months ended July 31, 2020, essentially flat compared to the three months ended July 31, 2019.

Engineering and product development costs

Engineering and product development costs for the three months ended July 31, 2020 and 2019 were $1.3 million and $1.2 million, respectively. The increase of approximately $0.1 million is the result of higher spending on new product development in the current year period mostly offset by lower spending on buoy builds as compared to the same period in fiscal 2020.



34





Selling, general and administrative costs

Selling, general and administrative costs for the three months ended July 31, 2020 and 2019 were $2.0 million and $1.7 million, respectively. The increase compared to the same period in fiscal 2020 is due mainly to higher employee related costs of $0.2 million and an increase in the estimated penalty payment of $0.2 million relating to the Spanish tax audit.

Gain due to the change in fair value of warrant liabilities

The change in fair value of warrant liabilities during the three months ended July 31, 2020 was zero versus an unrealized gain of $6,000 for the three months ended July 31, 2019.




Interest income, net



Interest income, net during the three months ended July 31, 2020 was $11,000, compared to $42,000 during the three months ended July 31, 2019. The decrease of $31,000 is due to a lower interest rate earned on investments in the three months ended July 31, 2020 as compared to the three months ended July 31, 2019.

Foreign exchange gain/(loss)

Foreign exchange gain during the three months ended July 31, 2020 was $8,000 compared to a foreign exchange loss of $13,000 during the three months ended July 31, 2019. The difference was attributable primarily to the relative change in value of the British pound sterling, Euro and Australian dollar compared to the US dollar during the two periods.

Liquidity and Capital Resources

Our cash requirements relate primarily to working capital needed to operate and grow our business including funding operating expenses. We have experienced and continue to experience negative cash flows from operations and net losses. The Company incurred net losses of $3.4 million and $3.0 million for the three months ended July 31, 2020 and 2019, respectively. Refer to "Liquidity Outlook" below for additional information.

Net cash used in operating activities

During the three months ended July 31, 2020, net cash flows used in operating activities was $2.7 million, consisting primarily of a net loss of $3.4 million offset by net outflows from fluctuations in working capital and other assets and liabilities of $0.4 million and impact of non-cash charges of $0.3 million.

Net cash used in investing activities

Net cash used in investing activities during the three months ended July 31, 2020 was zero, a decrease of $28,000 compared to net cash used by investing activities during the three months ended July 31, 2019. The decrease in net cash used in investing activities was due to lower spending on the purchase of computers, equipment and furniture.

Net cash provided by financing activities

Net cash provided by financing activities during the three months ended July 31, 2020 was approximately $3.8 million compared to net cash used by financing activities during the three months ended July 31, 2019 of $19,000. The increase in net cash provided by financing activities during the three months ended July 31, 2020 is primarily due to more proceeds from capital raises of $2.9 million and $0.9 million received from the PPP loan.

Effect of exchange rates on cash and cash equivalents

The effect of exchange rates on cash and cash equivalents was an increase of $32,000 in the three months ended July 31, 2020 and a decrease of $20,000 in the three months ended for July 31, 2019. 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 have contributed to an accumulated deficit of $223.5 million at July 31, 2020. As of July 31, 2020, we had approximately $12.0 million in cash, cash equivalents and restricted cash on hand. The Company generated revenues of $0.2 million and $0.2 million during the three months ended July 31, 2020 and 2019, respectively. Based on the Company's cash, cash equivalents and restricted cash balances as of July 31, 2020, the Company believes that it will be able to finance its capital requirements and operations into the quarter ended July 31, 2021. Among other things, the Company is currently evaluating a variety of different financing alternatives and we expect to continue to fund our business with sales of our securities and through generating revenue with customers. These conditions raise substantial doubt about our ability to continue as a going concern.



35





We expect to devote substantial resources to continue our development efforts of our products and to expand our sales, marketing and manufacturing programs associated with the continued commercialization of the PowerBuoys®. Our future capital requirements will depend on a number of factors, including but not limited to:



  ? The impact of COVID-19 pandemic on our business, operations, custoemrs,
    suppliers and manufacturers;

  ? 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;

  ? 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 solutions;

  ? our ability to implement our commercialization strategy as planned, or at all;

  ? our ability to improve the power output, survivability and reliability of our
    products;

  ? 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 raise capital through our current equity facilities;

  ? 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.




36

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 product development costs associated with our product development. We anticipate that our operating expenses will be approximately $14.0 million in fiscal 2021 including expected savings from cost reduction initiatives and engineering and 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 remainder of 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.

If our common stock is delisted from Nasdaq, 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 II, 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.

Off-Balance Sheet Arrangements

Since inception, we have not engaged in any off-balance sheet financing activities.

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Financials (USD)
Sales 2020 1,68 M - -
Net income 2020 -10,4 M - -
Net cash 2020 8,76 M - -
P/E ratio 2020 -0,31x
Yield 2020 -
Capitalization 86,8 M 86,8 M -
EV / Sales 2019 -14,2x
EV / Sales 2020 -2,75x
Nbr of Employees -
Free-Float 99,9%
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Managers
NameTitle
George H. Kirby President, CEO & Executive Director
Terence James Cryan Chairman
Matthew T. Shafer CFO, Treasurer & Vice President
Dean J. Glover Vice Chairman
Steven M. Fludder Independent Non-Executive Director
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