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.) |
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Ex-10.1: Form of Restricted Stock Agreement | ||||||||
EX-31.1: CERTIFICATION | ||||||||
EX-31.2: CERTIFICATION | ||||||||
EX-32.1: CERTIFICATION | ||||||||
EX-32.2: CERTIFICATION |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Item 1.
Table of Contents
(Unaudited)
Three Months Ended January 31,
Nine Months Ended January 31,
2011
2010
2011
2010
$
1,523,601
856,482
4,762,415
2,749,294
1,453,397
691,090
4,818,623
2,243,465
70,204
165,392
(56,208
)
505,829
2,026,336
3,681,118
9,731,592
8,467,866
1,884,950
2,557,931
6,060,705
6,915,435
3,911,286
6,239,049
15,792,297
15,383,301
(3,841,082
)
(6,073,657
)
(15,848,505
)
(14,877,472
)
148,480
231,683
546,829
764,504
17,668
549,258
(38,014
)
172,128
(205,824
)
674,517
(3,730,616
)
(5,652,178
)
(15,507,500
)
(12,889,193
)
364,105
364,105
(3,366,511
)
(5,652,178
)
(15,143,395
)
(12,889,193
)
3,693
2,682
14,792
(50,551
)
$
(3,362,818
)
(5,649,496
)
(15,128,603
)
(12,939,744
)
$
(0.33
)
(0.55
)
(1.48
)
(1.27
)
10,248,092
10,213,900
10,242,528
10,211,536
Table of Contents
(Unaudited)
Nine Months Ended January 31,
2011
2010
$
(15,143,395
)
(12,889,193
)
205,824
(674,517
)
270,209
274,226
933
57,752
135,325
953,738
872,109
776,316
64,961
(192,577
)
76,224
325,440
12,858
756,172
(191,505
)
(715,927
)
423,534
(787,537
)
(553,942
)
(351,625
)
549,983
(142,586
)
133,505
(13,987,263
)
(11,766,432
)
(7,528,436
)
(34,048,490
)
27,011,971
41,838,886
(250,000
)
(250,000
)
(67,356
)
(199,089
)
(190,547
)
(119,017
)
18,975,632
7,222,290
250,000
(6,008
)
(93,398
)
(30,859
)
213,133
(93,398
)
64,525
837,636
5,266,027
(3,799,904
)
4,236,597
12,267,830
$
9,502,624
8,467,926
$
6,429
13,419
1,956
6,894
Table of Contents
Comprehensive Loss
(Unaudited)
Accumulated
Additional
Other
Total Ocean Power
Common Shares
Treasury Shares
Paid-In
Accumulated
Comprehensive
Technologies, Inc,
Noncontrolling
Shares
Amount
Shares
Amount
Capital
Deficit
Loss
Stockholders Equity
Interest
Total Equity
10,210,354
$
10,210
$
154,568,931
(71,242,791
)
(553,323
)
82,783,027
82,783,027
(12,939,744
)
(12,939,744
)
50,551
(12,889,193
)
292,180
292,180
1,699
293,879
(12,647,564
)
52,250
(12,595,314
)
872,109
872,109
872,109
180,209
181
39,806
39,987
39,987
10,390,563
$
10,391
$
155,480,846
(84,182,535
)
(261,143
)
71,047,559
52,250
71,099,809
10,390,563
$
10,391
(1,072
)
$
(6,443
)
155,726,672
(90,413,098
)
(503,322
)
64,814,200
40,890
64,855,090
(15,128,603
)
(15,128,603
)
(14,792
)
(15,143,395
)
300,586
300,586
1,990
302,576
(14,828,017
)
(12,802
)
(14,840,819
)
953,738
953,738
953,738
28,620
28
(28
)
(5,601
)
(30,859
)
(30,859
)
(30,859
)
10,419,183
$
10,419
(6,673
)
$
(37,302
)
156,680,382
(105,541,701
)
(202,736
)
50,909,062
28,088
50,937,150
Table of Contents
(Unaudited)
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
Three months ended January 31,
Nine months ended January 31,
Customer
2011
2010
2011
2010
33
%
79
%
53
%
82
%
39
%
10
%
31
%
2
%
22
%
13
%
94
%
89
%
97
%
84
%
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
January 31,
April 30,
2011
2010
$
519,232
25,538,538
32,016,769
$
25,538,538
32,536,001
Gross
Gross
Amortized
unrealized
unrealized
Market
cost
gains
losses
value
$
12,517,853
162,462
12,680,315
3,806,808
3,806,808
$
16,324,661
162,462
16,487,123
$
25,058,238
158,672
25,216,910
3,806,808
3,806,808
$
28,865,046
158,672
29,023,718
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
January 31, 2011
April 30, 2010
$
1,846,910
1,767,078
(1,303,424
)
(1,056,515
)
$
543,486
710,563
$
1,452,799
1,322,335
(320,257
)
(285,454
)
$
1,132,542
1,036,881
$
738,333
1,072,635
785,000
785,000
564,752
682,400
209,826
308,514
608,054
865,829
181,152
176,121
181,880
154,567
37,880
47,047
$
3,306,877
4,092,113
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
Nine Months Ended January 31,
2011
2010
2.3
%
3.0
%
0.0
%
0.0
%
6.4 years
6.4 years
93.8
%
81.7
%
Weighted
Weighted
Average
Shares
Average
Remaining
Underlying
Exercise
Contractual
Options
Price
Term
(In Years)
1,375,453
11.87
(121,211
)
11.16
283,705
5.36
1,537,947
10.73
5.2
978,265
12.91
3.3
Table of Contents
Weighted
Average
Number
Price per
of Shares
Share
157,124
$
6.35
33,620
5.32
(5,000
)
6.40
(31,791
)
6.14
153,953
6.17
Table of Contents
Notes to Consolidated Financial Statements
(Unaudited)
North America
Europe
Australia
Total
$
1,194,094
329,208
299
1,523,601
(3,422,876
)
(374,869
)
(43,337
)
(3,841,082
)
807,091
46,857
2,534
856,482
(5,831,992
)
(193,985
)
(47,680
)
(6,073,657
)
4,224,222
528,860
9,333
4,762,415
(14,477,206
)
(1,215,246
)
(156,053
)
(15,848,505
)
2,324,319
346,209
78,766
2,749,294
(14,081,449
)
(655,730
)
(140,293
)
(14,877,472
)
351,205
192,281
543,486
49,707,581
6,744,156
860,113
57,311,850
448,022
262,541
710,563
$
67,424,387
4,684,104
869,702
72,978,193
Table of Contents
Item 2.
Table of Contents
Table of Contents
Three months ended January 31,
Nine months ended January 31,
($ millions)
($ millions)
Customer
2011
2010
2011
2010
$
0.5
$
0.7
$
2.5
$
2.2
0.6
0.1
1.5
0.1
0.3
0.6
(0.2
)
0.2
0.2
0.2
0.1
0.1
0.2
$
1.5
$
0.9
$
4.8
$
2.7
Table of Contents
Nine months ended January 31,
2011
2010
89
%
84
%
11
%
13
%
3
%
100
%
100
%
Table of Contents
Table of Contents
Three Months Ended
Three Months Ended
January 31, 2011
January 31, 2010
% Change
As a % of
As a % of
2011 Period to
Amount
Revenues
(1)
Amount
Revenues
(1)
2010 Period
$
1,523,601
100
%
$
856,482
100
%
78
%
1,453,397
95
691,090
81
110
70,204
5
165,392
19
(58
)
2,026,336
133
3,681,118
430
(45
)
1,884,950
124
2,557,931
299
(26
)
3,911,286
257
6,239,049
728
(37
)
(3,841,082
)
(252
)
(6,073,657
)
(709
)
(37
)
148,480
10
231,683
27
(36
)
17,668
2
(38,014
)
(2
)
172,128
20
(122
)
(3,730,616
)
(245
)
(5,652,178
)
(660
)
364,105
24
(3,366,511
)
(221
)
(5,652,178
)
(660
)
40
3,693
2,682
(38
)
$
(3,362,818
)
(221
)%
$
(5,649,496
)
(660
)%
40
%
(1)
Table of Contents
Table of Contents
Nine Months Ended
Nine Months Ended
January 31, 2011
January 31, 2010
% Change
As a % of
As a % of
2011 Period to
Amount
Revenues
(
1)
Amount
Revenues
(
1)
2010 Period
$
4,762,415
100
%
$
2,749,294
100
%
73
%
4,818,623
101
2,243,465
82
115
(56,208
)
(1
)
505,829
18
(111
)
9,731,592
204
8,467,866
308
15
6,060,705
127
6,915,435
252
(12
)
15,792,297
332
15,383,301
560
3
(15,848,505
)
(333
)
(14,877,472
)
(541
)
7
546,829
11
764,504
28
(28
)
549,258
20
(205,824
)
(4
)
674,517
25
(131
)
(15,507,500
)
(326
)
(12,889,193
)
(469
)
364,105
8
(15,143,395
)
(318
)
(12,889,193
)
(469
)
(17
)
14,792
(50,551
)
(2
)
129
$
(15,128,603
)
(318
)%
$
(12,939,744
)
(471
)%
(17
)%
(1)
Certain subtotals may not add due to rounding.
Revenues relating to our autonomous PowerBuoy system increased by
$1.2 million as a result of an increase in billable work on our
project to provide our PowerBuoy technology to the US Navys
Littoral Expeditionary Autonomous PowerBuoy or LEAP program. This
was partially offset by a decrease in billable work on the US
Navys DWADS project.
Revenues relating to our utility PowerBuoy system increased by $0.9
million due primarily to an increase in billable work on our PB500
PowerBuoy development project and our 150kW PowerBuoy project off
the coast of Reedsport, Oregon. This was partially offset by a
decrease in revenue related to our Hawaii project for the US Navy
and our wave power project off the coast of Spain, as these
projects neared completion. Also, during the nine months ended
January 31, 2011, there was a reduction in revenue of approximately
$0.2 million due to a change in estimated revenue to be recognized
in connection with the Spain construction agreement.
Table of Contents
Table of Contents
Nine Months Ended January 31,
2011
2010
$
(15,143,395
)
$
(12,889,193
)
1,488,456
607,143
(13,654,939
)
(12,282,050
)
(332,324
)
515,618
$
(13,987,263
)
$
(11,766,432
)
$
18,975,632
$
7,222,290
$
213,133
$
(93,398
)
$
64,525
$
837,636
Table of Contents
the cost of development efforts for our PowerBuoy systems;
the success of our commercial relationships with major customers;
the cost of manufacturing activities;
the cost of commercialization activities, including demonstration projects, product marketing and sales;
our ability to establish and maintain additional commercial 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.
Table of Contents
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Table of Contents
Item 4.
CONTROLS AND PROCEDURES
Item 1.
LEGAL PROCEEDINGS
Item 1A.
RISK FACTORS
Table of Contents
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 3.
DEFAULTS UPON SENIOR SECURITIES
Item 5.
OTHER INFORMATION
Table of Contents
Item 6.
EXHIBITS
10.1
31.1
31.2
32.1
32.2
Table of Contents
/s/ Charles F. Dunleavy
Chief Executive Officer
(Principal Executive Officer)
Date: March 14, 2011
/s/ Brian M. Posner
Chief Financial Officer
(Principal Financial Officer)
Table of Contents
10.1
31.1
31.2
32.1
32.2
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Name of Recipient: | |||||
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Number of shares of restricted common stock awarded: | |||||
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Grant Date: | |||||
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Ocean Power Technologies, Inc. | ||||||
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By: | |||||
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Charles F. Dunleavy
|
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Chief Executive Officer
|
Accepted and Agreed:
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2
(A) | the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act)) (a Person) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however , that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control Event: (1) any acquisition directly from the Company or (2) any acquisition by any corporation pursuant to a Business Combination (as defined below), in each case which complies with clauses (x) and (y) of subsection (C) of this definition; or |
3
(B) | such time as the Continuing Directors (as defined below) do not constitute a majority of the Board of Directors of the Company (the Board) (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term Continuing Director means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of the Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however , that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or |
(C) | the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a Business Combination), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Companys assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the Acquiring Corporation) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or |
(D) | the liquidation or dissolution of the Company. |
4
5
6
7
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Brian M. Posner
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Chief Financial Officer
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(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
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Chief Executive Officer
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(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
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Brian M. Posner
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Chief Financial Officer
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