Item 1A. Risk Factors 20
Item 1B. Unresolved Staff Comments 35
Item 2. Properties 35
Item 3. Legal Proceedings 35
Item 4. Mine Safety Disclosures 36
PART II
Item 6. Selected Financial Data 39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46
Item 8. Financial Statements and Supplementary Data 46
Item 9A. Controls and Procedures 46
Item 9B. Other Information 47
PART III
Item 10. Directors, Executive Officers and Corporate Governance 47
Item 11. Executive Compensation 47
Item 14. Principal Accountant Fees and Services 47
PART IV
Item 15. Exhibits, Financial Statement Schedules 47
PowerBuoy®,
PB-Vue ®, PowerTower ®, Making Waves in Power ®, Talk on Water ®, WAM-V®
and the Ocean Power Technologies logo are trademarks of Ocean Power Technologies, Inc. All other trademarks appearing in this annual
report are the property of their respective holders.
i
Special
Note Regarding Forward-Looking Statements
We
have made statements in this Annual Report on Form 10-K (the “Annual Report”) in, among other sections, Item 1 - “Business,”
Item 1A - “Risk Factors,” Item 3 - “Legal Proceedings,” and Item 7 - “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” that are forward-looking statements. Forward-looking statements convey
our current expectations or forecasts of future events. Forward-looking statements include statements regarding our future financial
position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “may,”
“continue,” “estimate,” “intend,” “plan,” “will,” “believe,”
“project,” “expect,” “anticipate” and similar expressions may identify forward-looking statements,
but the absence of these words does not necessarily mean that a statement is not forward-looking.
Any
or all of our forward-looking statements in this Annual Report may turn out to be inaccurate. We have based these forward-looking statements
on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. They may be affected by inaccurate assumptions we might make or unknown
risks and uncertainties, including the risks, uncertainties and assumptions described in Item 1A - “Risk Factors.” In light
of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur
as contemplated and actual results could differ materially from those anticipated or implied by the forward-looking statements.
You
should not unduly rely on these forward-looking statements, which speak only as of the date of this filing. Unless required by law, we
undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.
Our
fiscal year begins on May 1 and ends on April 30. When we refer to a particular fiscal year, we are referring to the fiscal year ending
on April 30 of that year. References to fiscal 2023 are to the fiscal year ended April 30, 2023.
Unless
the context indicates otherwise, the terms “Company,” “Ocean Power Technologies,” “OPT,” “we,”
“our” or “us” as used herein refers to Ocean Power Technologies Inc. and its subsidiaries.
ii
PART
I
ITEM
1. BUSINESS
Overview
Our
solutions focus on four major service areas: Data as a Service (“DaaS”), which includes data collected by our Wave Adaptive
Modular Vessel (WAM-V®) autonomous vehicles or our PowerBuoy® product lines; Robotics as a Service (“RaaS”), which
provides a lower cost subscription model for our customers to access use of our WAM-V’s®; Power as a Service (“PaaS”),
which includes our PowerBuoy® and subsea battery products; and our Strategic Consulting Services.
Our
mission is to provide intelligent maritime solutions and services that enable more secure and more productive utilization of our oceans
and waterways, provide clean energy power services, and offer sophisticated surface and subsea maritime domain awareness solutions. We
achieve this through our proprietary, state-of-the-art technologies that are at the core of our clean and renewable energy platforms,
autonomous systems, solutions and services.
We
provide ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness System
(“MDA” or “MDAS”) products, integrated solutions, and consulting services. We offer our products and
services to a wide range of customers, including those in government and offshore energy, oil and gas, construction, wind power and
other industries. We are involved in the entire life cycle of product development, from product design through manufacturing,
testing, deployment, maintenance and upgrades, while working closely with partners across our supply chain. We also work closely
with our third-party partners that provide us with, among other things, software, controls, sensors, integration services, and
marine installation services. Our solutions are based on proprietary technologies that enable autonomous, zero or low carbon
emitting, and cost-effective data collection, analysis, transportation and communication. Our solutions are primarily suited to
ocean and other offshore environments, and support generation of actionable intelligence on a standalone basis or working with other
data sources. We channel the information we collect, and other communications, through control equipment linked to edge computing
and cloud hosting environments.
We
were incorporated under the laws of the State of New Jersey in April 1984 and began commercial operations in 1994. On April 23, 2007,
we reincorporated in Delaware.
Our
Solutions
Data
as a Service
Our
DaaS solution is at the forefront of our strategic plan to be a leader in offshore data collection, integration, analytics and real
time communication for a variety of important applications. For example, our solutions can track surface vessel movement for
maritime border enforcement and illegal fishing interdiction, provide security for offshore wind farms and oil and gas fields, or
provide harbor or port security as well as logistics support. We have the ability to support aquaculture and gather information on
ocean currents, water quality, wind and other weather metrics, and map shorelines or subsurface areas. We also offer 24/7 monitoring
solutions that can provide meaningful real time information, and long-term data collection and analytics for sophisticated
applications across many industries and scientific applications. Additionally, the stability of our WAM-V® platform makes it an
ideal solution to produce high quality sonar data in many sea conditions for subsea surveys. WAM-V’s® can also be
outfitted with various equipment for the performance of marine infrastructure surveys, berth clearance surveys, dredging surveys,
and mining pit surveys.
In
October 2020, the Company launched its DaaS offering in support of the U.S. Navy’s Naval Postgraduate School’s Sea, Land,
Air, Military Research Initiative (“SLAMR”). We have further expanded our DaaS offering through field demonstration such
as ANTX Coastal Trident 2022, as well as contracts with a U.S. government services’ provider for an MDA demonstration off the U.S.
West Coast, Naval Task Force 59 for the Digital Horizon field exercise and the International Maritime Exercise (IMX) in Bahrain, Sulmara
for survey services with our WAM-V® platform, and Phase I funding through National Oceanic and Atmospheric Administration’s
(NOAA) Small Business Innovation Research (SBIR) program. Additionally, during fiscal 2023 the Company was awarded a contract to provide
scientific hardware delivery, training, and integration services under a subcontract for a U.S. government agency. This project seeks
to identify and integrate sensors and systems and share data suitable for the full spectrum of maritime operations. We will provide the
required hardware, hardware deployment support, software, software deployment support, integration services, surveillance and telemetry
data, and associated training in support of a PB3 PowerBuoy® equipped with our MDA solution. The project will be deployed in support
of security efforts to detect illegal, unreported, and unregulated (“IUU”) fishing, dark vessels, and human/drug trafficking
in operation 24/7/365 and is scheduled to begin during the first half of fiscal 2024.
Maritime
Domain Awareness Solution
The
International Maritime Organization defines Maritime Domain Awareness (“MDA”) as the effective understanding of any activity that
could impact the security, safety, economy, or environment related to and within our oceans and seas. Since 2002, the U.S. has had
an active strategy to secure the maritime domain, primarily through the U.S. Navy. Furthermore, in 2020 the U.S. Coast Guard
elevated Illegal, Unreported and Unregulated (IUU) fishing, one aspect of MDA security, as the leading global maritime threat.
We
have designed our solution to provide detailed, localized maritime domain awareness that can be utilized for a wide range of applications
across market segments. Our MDAS base hardware consists of a high-definition radar, a stabilized high-definition optical and thermal
imaging camera, and a vessel Automatic Identification System (“AIS”) detection module. This hardware can be customized or
supplemented by other solutions, depending on the requirements of our customers. These devices can be mounted on our products, such as
our PB3 or WAM-V®, and then, utilizing integrated command and control software, data is sent to us and to our customers via secure
communications channels. Multiple sensors can be used on a single unit based on the comprehensiveness of the needs of our customers.
Our
MDAS processes data onboard our platforms (i.e., edge computing) and transmits the results to our cloud-based analytics platform via
secure Wi-Fi and cellular and satellite communications. We anticipate integrating our MDAS solution into our WAM-V’s® to
add mobile assets for patrols or interdiction and utilizing satellite communication to expand the availability of our data service.
Surveillance data can be integrated with third party marine monitoring software or with our own MDA software solution to provide
command and control features of a multi-platform surveillance network. As an example, one or more WAM-Vs® can be networked to
our self-powered buoy, which acts as a central data and communication hub. These WAM-Vs® can significantly increase the range of
our MDAS network solutions. The data can also be integrated with satellite, weather, bathymetric, and other third-party data feeds
to form a detailed surface and subsea picture of a monitored area. All vessel video, radar, and track data are securely stored in our
cloud, or the customer’s cloud, environment and is accessible for as long as required by the customer for further analysis and
reference.
In
May 2022, the Company launched the first commercially ready MDAS on a test buoy off the coast of New Jersey. The system includes our
proprietary integration of sensors, hardware and software, supported by cloud infrastructure as well as having a web-based user
interface that displays camera, radar, AIS and live chart data. We have successfully demonstrated the system multiple times for
potential customers, including a showcase in San Diego Bay at the U.S. Navy’s Advanced Naval Technology Exercise in August
2022. While we continue to develop our MDAS with hardware optimization and feature enhancements, we believe that we have now
launched a commercially viable product to markets and are currently preparing for our first commercially funded MDAS deployments in
calendar 2023.
Autonomous
Vehicles (“WAM-V®”)
On
November 15, 2021, the Company acquired all of the outstanding equity interest of Marine Advanced Robotics, Inc. (“MAR”).
Founded in 2004, MAR is the developer of the patented Wave Adaptive Modular Vessel (WAM-V®) technology, which enables roaming capabilities
for unmanned maritime systems in waters around the world. MAR launched the first WAM-V® in 2007 as a new vehicle class to deliver
reliable autonomous surface vehicles to customers that could provide robust, real-time data collection and reporting. MAR also provides
RaaS, allowing customers to lease WAM-V® robotics and access information from our WAM-Vs® while we maintain ownership and maintenance
and repair responsibilities. Today, WAM-Vs® operates in 11 countries for commercial, military and scientific uses. Our WAM-Vs®
exist in three primary sizes of 8, 16, and 22 feet, however, many of the design components are common across the sizes, allowing for
integration of different payloads and adaptation of the payload platforms for larger equipment. All sizes can be adapted to suit electric
or liquid fuel propulsion methods.
The
acquisition of MAR immediately provided the Company with an established product line that highly complements the Company’s business
strategy and can be used inshore, nearshore, and offshore. Since the acquisition, the business of MAR has continued to grow and is further
expanding into core marine survey and maritime security markets in Europe, Asia, Oceania and the Americas. We continue to find ways to
integrate MAR technology with the Company’s existing platforms and service offerings and expect to take advantage of new synergistic
opportunities as they arise. During our fiscal third quarter ended January 31, 2023, the Company participated in the Digital Horizon
demonstration and field exercise for the U.S. Navy in Bahrain which has led to additional opportunities to cross sell our autonomous
vehicles. In addition, we plan to integrate the MDAS platform onto the WAM-V® to expand our MDA offering to provide a roaming MDA
solution to our customers.
Robotics
as a Service
During
fiscal 2023 the Company introduced the RaaS subscription model for our customers to access our WAM-V’s®. Under this model we
lease our WAM’V’s to our customers over a period that generally ranges from three to six months, or provide a specified number of use days, typically
with a guaranteed minimum. This model provides a lower cost entry point for our customers to access our products, provides a try before
buying opportunity, and allows our customers increased access during their peak seasons. The Company expects to benefit from the growing
RaaS trend, providing greater visibility into predicting revenue and planning supply for demand, while providing our customers with flexibility
and a lower barrier to entry.
Power
as a Service
PaaS
solutions deliver value to customers by utilizing our managed power platforms. We continue to develop and commercialize our proprietary
power platforms that generate electricity primarily by harnessing the renewable energy of ocean waves. We continue to offer our commercial
PB3 and are adding solar power options to our next generation PowerBuoy® (the “NextGen PB”) and have the option of adding
small wind turbines to supplement power generation. The NextGen PB includes versions with and without a wave energy converter (WEC),
with the non-WEC version replacing our previous hybrid PB. We also continue to offer our commercialized subsea battery for subsea power
applications and as additional storage when combined with our buoy platforms. Our focus for these solutions is on bringing autonomous
clean power to our customers wherever it is required. Moreover, offshore data and communications networks require power to function,
and our solution solves this need without requiring ongoing battery replacement or older technologies such as shore to station power
cables. Many of the lessons learned from the deployments of both our PB3, including with Enel Green Power Chile, LTDA (“EGP”)
for which we received final acceptance during the third quarter of fiscal 2023, and PB 2.0 are being used to develop the next generation
of PowerBuoy® systems that are based on modularity for WEC and non-WEC applications. The PB3 will continue to be available and supported
in addition to the support provided to the NextGen PB once launched.
PB3
PowerBuoy®
The
PB3 uses proprietary technologies that convert the hydrokinetic energy of ocean waves into electricity. 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 nameplate capacity rating of up to 3 kilowatts (“kW”) of peak power. Power generation is
deployment-site dependent, as wave activity impacts power generation. Our Energy Storage System (“ESS”) has a capacity
of up to a nominal 150 kW-hours to meet specific application requirements.
The
PB3 is designed to generate power for use independent of the power grid in offshore locations. The hull consists of a main spar structure
compliantly 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 energy conversion system, an electrical generator, a power electronics system, our
control system, and our ESS which is sealed within the hull. As ocean waves pass the PB3 the mechanical stroke action created by the
rising and falling of the waves is converted into rotational mechanical energy by the PTO, which in turn, drives the electric generator.
The power electronics system then conditions the electrical output which is stored within the 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 protect the PB3 from being damaged by
storms.
Customized
solutions are also available for the PB3 including the addition of subsea sensors to monitor for acoustic signatures, tsunami activity,
and water quality.
Next
Generation PowerBuoy® (NextGen PB)
The
NextGen PB is an alternative platform to the PB3, and will consist of multiple versions, one utilizing solar and wind power and one
utilizing solar and wind power plus wave energy conversion capability, to provide reliable power in remote offshore locations,
regardless of ocean wave conditions. The WEC technology in the NextGenPB is based on our ongoing Mass on Spring Wave Energy
Converter (MOSWEC) development which has the advantages of smaller size, lower cost, environmentally sealed design, and increased
energy generation capability. The prototype of the solar and wind PowerBuoy® has been tested off the coast of New
Jersey and was used during the MDAS demonstration for ANTX during fiscal 2023. We believe this product addresses a broader spectrum
of customer deployment needs, including low-wave and nearshore environments, with the potential for greater product integration
within each customer project. The NextGen PB is intended to provide a stable energy platform for our MDAS solution, and for agile
deployment of subsea power applications, such as a surface communications hub for electric remotely operated vehicles
(“eROV”) and autonomous underwater vehicles (“AUV”) used for underwater inspections and short-term
maintenance, and subsea equipment monitoring and control. The design has a high payload capacity for surveillance and communications
equipment, including subsea acoustics, with the capability of being tethered to subsea payloads such as batteries, or with a
conventional anchor mooring system. Energy is stored in onboard lithium ion batteries which can power subsea and topside payloads.
The control system uses sensors and an onboard computer to continuously monitor the subsystems. The NextGen PB is designed to be
able to operate over a broad range of temperature and ocean wave conditions. It has a 40kW-hour battery system which can be expanded
up to 120 kW-hour energy . The Company expects both versions of the NextGen PB to be completed and commercially available by the end
of fiscal 2024.
Subsea
Battery
Our
subsea battery is complementary to both the PB3 and NextGen PB products and can be deployed together with our PowerBuoys® or as a
standalone unit. It offers customers the option of placing additional modular and expandable energy storage, including non-OPT solutions, on the seabed near existing,
or to be installed, subsea equipment. Our pressure-tested lithium-iron phosphate subsea batteries supply power that can enable subsea
equipment, sensors, communications and AUV and eROV recharge. Our PB3 and NextGen PB are complementary 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.
The
subsea battery provides both long or short-term power supply from its integrated energy storage system, enabling us to supply 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 100kW-hours of available energy storage and is designed and tested
to operate in water depths of up to 500 meters. It comes installed on a readily deployable subsea skid suitable for installation on the
seabed. The subsea battery can be integrated into other subsea equipment on land prior to deployment.
Strategic
Consulting Services
The
focus of our Strategic Consulting Services is on delivering value to our customers in the areas of ocean engineering, structural and
dynamic analysis, Front End Engineering and Design (“FEED”) studies, and motion simulation. These services can be integrated
in support of our broader PaaS and/or DaaS and RaaS solutions, utilizing our products or on an independent basis for third party clients.
In the near term, we will focus on increasing our market share in the offshore wind market, the broader floating foundation design market,
as well as with our offshore energy customers.
We
intend to continue to grow our service sectors and strengthen our solutions through internal developments, partnerships, and potential
acquisitions. Our Strategic Consulting Services were materially expanded with the acquisition of 3dent Technology, LLC (“3Dent”),
in February 2021. Our team of dedicated consultants/designers has expertise in structural engineering, hydrodynamics and naval architecture.
Consulting services include simulation engineering, developing purpose specific software, concept design and motion analysis. We also
offer a full range of high-level offshore engineering to offshore wind developers, offshore construction companies, drilling contractors,
major oil companies, service companies, shipyards, and engineering firms. For example, we advise offshore drill rig owners, including
owners of floaters, jackups, and lift boats. The Company has seen an increase in consulting services activity for conventional offshore
energy and for offshore wind projects over the last year, including a contract signed during the fourth quarter of fiscal 2023 with Netsco for design work on their Wind
Turbine Installation Vessel (WTIV).
Strategy
and marketing
Our
strategy includes developing integrated solutions and services, including autonomous and cloud-based delivery systems for ocean data
and predictive analytics to provide actionable intelligence for our clients. 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, data collection, and communications,
either by supplying electric power to payloads that are integrated directly with our products or located in its vicinity, such as on
the surface, the seabed, or in the water column. Our recent projects have been in the offshore energy, military and government, and science
and research industries.
Based
on our recent market analysis, several emerging themes are shaping the offshore MDA sector for commercial and defense applications,
as highlighted by the National Plan to achieve MDA released by the Department of Homeland Security (“DHS”) and the
Government Accountability Office (“GAO”) in their ‘Unmanned Maritime Systems’ 2022 report on Maritime
Security. In March 2023, the United States Coast Guard released its Unmanned Systems Strategic Plan with a stated vision to
effectively employ, defend against, and regulate unmanned systems in a complex maritime environment advancing maritime safety,
security, and prosperity for the American public. Coast Guard mission execution often begins with awareness of what is happening in
the maritime domain. Surveillance, detection, classification, identification, and prosecution are enduring, high-level capabilities
that the Coast Guard needs in order to execute its statutory missions and we believe that the Company’s products are well
positioned to enable the Coast Guard to accomplish this mission. The Coast Guard states the technologies required to support its
mission will include buoys and surface vehicles, Similarly, the United States Navy has publicly stated that it plans to employ a
fleet of 100 unmanned surface vessels (“USV”) patrolling waters from the Red Sea into the Persian Gulf during calendar
2023, further evidencing the growing emphasis on USV’s for defense and surveillance operations. Large defense contractors are
also expanding into the “ocean data collection” space by acquiring small and mid-size unmanned and autonomous surface
and subsea vehicle companies. Unmanned systems are increasingly in demand by defense and security and commercial companies to reduce
costs and improve safety in offshore operations. Also, geopolitical developments such as the need for countries to protect their
exclusive economic zones from illegal fishing activities and protect natural resources on the seabed are accelerating the adoption
of solutions or technologies that collect, transmit, and synthesize data to provide actionable intelligence and decision-advantage
to clients. Our recent operations in Bahrain and in the Asia Pacific region show the broadening geographic opportunity for our
services. For example, in its ‘Technology Outlook 2030’, Det Norske Veritas, Inc, (“DNV”), a leading
operator of quality assurance and risk management in maritime, oil and gas and the energy industries, observed that all-electric
systems are gaining popularity in subsea applications due to their cost-efficiency and reduced environmental impact. DNV predicts
that all-electric subsea systems will play a critical role in the industry’s transition to a more sustainable future. These
trends reinforce the increasing need for products, solutions, and services in the offshore maritime domain awareness sector,
particularly for unmanned and sentinel systems that can improve safety and reduce costs.
We
serve a diverse range of leading customers in this sector, including defense and security organizations, offshore wind, science and research,
ports and harbors, and oil & gas companies. Our pipeline continues to grow and during fiscal 2023 we saw a significant increase in
defense and security activity, and we continue to see commercial opportunities as we witness growing interest from offshore wind companies
for autonomous monitoring, surveillance and survey-related services during various stages of the project development cycle. Additionally,
we are also attracting interest targeted toward subsea applications, using proprietary sensor payloads for environmental monitoring and
subsea intelligence. We believe that our buoys and WAM-Vs® are uniquely able to deliver these services either as a standalone solution
or in combination with other systems. Furthermore, we believe that we are becoming a reliable player in the hydrography survey market,
particularly in the shallow water environment.
Competitive
Advantages
We
continue to commercialize our current and future products and solutions by targeting customers in our principal markets (defense and
security, offshore oil and gas, science and research, and offshore wind, as well as government applications in border protection, fishery
protection and marine protected areas) that require resident, semi-resident, or roaming platforms. Our platforms provide stable and reliable
power sources in nearshore and remote offshore locations for short and long-term deployments. We believe that our solutions and our existing
commercial relationships provide the following competitive advantages in our target markets:
Our
Target Markets
The
Company takes a rigorous approach to market evaluation. Utilizing our deep internal industry knowledge as well as publicly available
and purchased data, we evaluate total addressable market sizes. We apply screening criteria to narrow our focus within these markets
and identify sub-segments and associated service addressable market sizes. These market evaluations are updated on an ongoing basis.
The DOE has identified eight non-grid applications where renewable marine energy could provide consistent, reliable power. The identified
marine energy applications are ocean observation, underwater vehicle charging, marine aquaculture, marine algae, seawater mining, seawater
desalination, coastal resiliency and disaster recovery, and isolated communities. We have been focused on addressing the energy needs
of many of these applications (e.g., ocean observation, underwater vehicle charging), and other offshore applications (e.g., maritime
domain awareness, well monitoring and powering subsea equipment control systems).
Defense
and Security
Our
MDAS provides the ideal understanding of the global maritime domain impacting the defense and security markets by generating actionable
intelligence from the sea. This modular, standalone solution can be deployed across multiple platforms and provides remote, autonomous
monitoring that enables enforcement of maritime law in dangerous and remote ocean environments to improve safety at sea. Applications
include port security, maritime border protection, and illegal, unreported, and unregulated fishing protection, among others. Using an
integrated suite of monitoring components and data communications and analysis software, our MDAS can enable 24/7, real-time, unmanned
offshore monitoring capabilities.
We
believe that our buoys are uniquely positioned to be used to provide power and communications for multiple applications within the defense
and security markets. The ability of the buoys to power multiple payloads may be an attractive feature for these markets, as their systems
can be easily integrated into other PowerBuoy® applications allowing their operation to be concealed. One example of an application
for domestic and international defense departments and defense contractors includes forward deployed energy and communications outposts
(which is a current U.S. Department of Defense program), both above and below sea surface. Buoys enabled with our MDAS provide actionable
intelligence from 24/7/365 radar and AIS vessel tracking (including “dark vessels”), automatic notifications and vessel warnings,
real-time visual and Infra-Red video surveillance, with an integrated command and control user interface. Other examples of such applications
include perimeter security, early detection and warning systems, remote sensing stations, high frequency radar, sonar, electro-optical
and infrared sensors for maritime security, network communications systems, and unmanned underwater vehicle docking stations.
In
addition, our WAM-V® is an ideal platform servicing multiple applications within the defense and security markets, including
high value asset protection, marine domain awareness, security perimeter, mine counter measures and explosive ordinance disposal, anti-submarine
warfare, and border security. Multiple WAM-V’s® can also autonomously work together to provide a security perimeter
and coordinate to intercept suspicious vessels and provide valuable information before the threat gets near the protected asset. The
portability of the WAM-V® provides quick relocation of the entire system by air, sea or ground and the scalability of
the WAM-V® technology means that a common platform can be used for multiple missions with varying requirements. Our platforms
and systems are designed to be operated in compliance with our customers’ and our internal cybersecurity standards and integrate
with our customers’ command and control systems (“C2”). Additionally, we actively manage cybersecurity at the corporate
level.
IUU
fishing has become a global issue with both environmental and economic consequences. According to a report published in Science Advances
by the American Association for the Advancement of Science, it is estimated the global economic impact from illegal fishing to be as
high as $50 billion. Most exclusive economic zone monitoring is done by offshore patrol vessels (“OPV”), which is one of
the fastest growing naval product markets. We believe that our autonomous MDAS solution, which can be combined with mobile assets such
as our WAM-V® or satellite imagery, can deliver substantial economic impact to governments over incumbent solutions in securing remote
fisheries and MPAs. In the U.S. specifically, IUU fishing is considered a major maritime threat by the DHS.
Offshore
Oil and Gas
We
believe the offshore oil and gas industry is undergoing a significant transformation as it continues to invest in new technologies
that enable carbon reduction, cost savings, and the electrification and digitization of operations. There are over 10,000 offshore
oil and gas platforms worldwide, including exploration, production, reservoir management, and sites pending decommissioning based on
information from organizations such as the U.S. Bureau of Ocean Energy Management (“BOEM”) and industry organizations
and publications. Driven by the growing demand for electrification, we believe that we have opportunities to implement one or more
buoys at some of these sites to displace current power solutions or augment existing technologies. Customer feedback obtained
through engineering studies with multiple oil and gas customers has helped identify target applications for our buoys –
namely, temporary power and control communications for subsea fields experiencing umbilical degradation and subsea docking stations
for future resident ROV/AUV applications for inspection, maintenance, and repair. The market for remote and autonomous charging of
subsea assets, such as ROVs and AUVs, is rapidly taking shape. Based on various reports, other applications in the oil and gas
market include providing power to unmanned platforms and area surveillance during decommissioning activities. Although estimates
vary in these reports, they generally point towards more than 2,000 platforms (and corresponding wells) that need to be
decommissioned over the next 10 years across the globe. We see this market materializing primarily in the North Sea and regions such
as Brazil and Australia. Furthermore, there is an increasing market demand for providing interim power and control solutions for
tiebacks where umbilicals are exhibiting failures. In addition, we believe the survey capability afforded by our WAM-V’s®
is perfectly suited to serve a broad range of survey needs of the oil and gas industry often required for permit obtainment. WAM-V® stability produces excellent
sonar data quality in higher sea conditions than comparably sized vessels and can be used as a force multiplier to existing manned
assets or as the sole deployment tool. WAM-V’s® can be outfitted with various sonar solutions depending on requirements
and identify any underwater obstacles or hazards.
Marine
Charting
Since
2019, WAM-Vs® have been used in support of nautical charting efforts for NOAA-backed projects in the Great Lakes and Western Alaska.
WAM-V’s® are teamed up with manned assets to provide enhanced capability when compared to a manned asset. This capability
improves the production efficiency of the project as well as lowers the overall carbon footprint.
Science
and Research
The
science and research market provides environmental intelligence to the entire ocean enterprise, which supports ocean measurement, observation
and forecasting, and is an important provider of information to maritime commerce and the entire “blue economy.” Maritime
commerce and the scientific community depend on information in areas such as meteorology, climate change, ocean currents, and biological
processes to inform operations and development. These groups often require a power and communications solution in remote offshore locations.
Additionally, the increased interest in protecting marine habitats offers opportunities to collaborate with governments and NGOs to monitor
marine sanctuaries.
Offshore
Wind and Other Markets
Opportunities
also exist in other markets such as supporting offshore wind farm development and aquaculture. Based on an article in the 2021 edition
of the Offshore Wind Market by the U.S. Department of Energy (DOE), the U.S. offshore wind energy and product development pipeline grew to a potential generating
capacity of 35,324 megawatts in 2020.
The
offshore wind fleet is forecast to grow 15-fold by 2040 and move further offshore with Europe alone connecting over 500 turbines in 2019.
While these turbines develop significant power, there are opportunities pre-installation of the turbines to autonomously collect ocean
data during the early stages and monitor marine habitats during construction. There are also opportunities to support ongoing survey
work once wind farms are operational to mitigate carbon emissions and to provide communication stations for aerial drones providing maintenance
materials. Furthermore, the U.S. recently approved the permits for the first major utility scale offshore wind farm. Providing wave power
solutions to utility scale renewable developments offers an attractive proposition to support renewable power and autonomous operations.
Our solutions can support aquaculture development with systems such as species escape tracking, effluent monitoring, and other water
quality considerations.
Our
WAM-V’s® are currently used to perform sonar surveys that support the marine infrastructure required for offshore wind development
and installation. They can also assist during the planning and environmental permitting phase including metocean and environmental data
and mammal tracking. We can also protect operations through Maritime Domain Awareness to monitor operations and vessel traffic and motion
data analysis for predictive maintenance and safety.
We
also provide offshore engineering, consulting, and design services for offshore wind, drilling contractors, defense contractors, construction
yards, engineering firms, and oil and gas, wave energy, and marine construction and service companies including design review, forensic
investigation, and expert witness services.
Business
Strategy
During
fiscal 2023, we continued to advance our marketing programs, products, and solutions. We have progressed from an R&D focused
organization to an organization with robust commercialization efforts, and we are moving further into the ocean DaaS and RaaS
markets. We intend to build on these efforts by introducing additional processes and making investments in appropriate human
capital, operations, and manufacturing capabilities. In support of one of our key markets, we recently added a defense specific
sales team, including veterans from the U.S. Navy, Swedish Navy, and U.S. Intelligence Community to navigate domestic and
international markets. In addition, we are focusing on customer care and service efforts to increase repeat business opportunities.
This strategy was further enhanced by our acquisition of MAR in November 2021.
The
majority of the Company’s potential customers are in areas of defense and security, hydrographic survey, oil and gas, offshore
wind, offshore and coastal communication networks, and MDA, including mitigation of IUU fishing, where the end use may be both domestic and abroad. Further, the Company’s unmanned surface vehicle platform provides
opportunities in oil & gas, renewable energy, hydrographic survey, and security and defense markets largely in North America and
Europe.
Historically,
demonstration projects have been a requisite step towards broad solution deployment and revenues associated with specific applications
such as our New Jersey MDAS test array as part of our DaaS solution and to highlight these capabilities. Customers may want their own
dedicated demonstration depending on customer needs. During a typical demonstration project’s specification, negotiation and evaluation
period, we are often subject to the prospective customer’s vendor qualification process, which entails substantial due diligence
of the Company and its capabilities. Such demonstrations are often a required step prior to leasing and may include negotiation of standard
terms and conditions. Many proposals contain provisions which would provide the option to purchase or lease our PowerBuoy® or WAM-V®
product upon successful conclusion of the demonstration project. The Company maintains a fleet of WAM-Vs® dedicated to demonstrations
and has successfully demonstrated the capabilities of many of its solutions on its own or in customer-sponsored evaluation projects and
remains focused on further demonstrations to build customer awareness and confidence and to drive revenue.
The
Company is pursuing a long-term growth strategy to expand its market value proposition while growing the Company’s revenue base.
This strategy includes partnerships with leading companies and organizations in adjacent and complementary markets. We continue to develop
our PowerBuoy® and WAM-V® products for use in offshore power, data acquisition, and real-time data communications applications,
and in order to achieve this goal, we are pursuing the following business objectives:
Marketing
and Sales
We
continue to enhance our marketing capabilities across our target markets, and we are actively marketing our products and solutions. We
currently use a direct sales force consisting of employees. During fiscal 2023 we significantly added to the depth and breadth of our
sales and marketing team through the creation of three new roles focusing on the defense and security markets, both in the U.S. and internationally.
Each role was filled by individuals within excess of 25 years serving the U.S. Department of Defense, U.S. Intelligence, and international
defense and security markets. We believe the addition of this deep industry knowledge positions us well for success in these markets
in fiscal 2024 and beyond. Because some of our solutions use technology that is not yet fully adopted by customers within our target
markets in every case, we expect that the customer decision process will continue to include substantial time educating end-users and
stakeholders, which may result in a continued lengthy sales cycle.
One
of the primary ways we showcase our Company, products, services and expertise is through demonstrations, conferences, and selective
use of trade shows. We utilize our database to select conferences and trade shows where we will have the most effective visibility
to our potential clients. During fiscal 2024, we have plans to continue to attend and present at various demonstrations,
conferences, and trade shows in the U.S., Europe, and Asia.
Additionally,
we seek to enter strategic relationships to develop application solutions with commercial and military sensor and equipment manufacturers.
Competition
We
expect to compete with other providers in the DaaS, RaaS, PaaS, and Strategic Consulting industries. Our Data as a Service solution competes
with other data acquisition companies in a variety of industries, from sensor and measurement equipment providers to other providers
of autonomous vehicles.
Our
Power as a Service solution competes with other offshore autonomous power sources, primarily consisting of subsea batteries, solar and
fossil-fuel power sources, where many of the providers are substantially larger than us and may have access to greater financial resources.
Incumbent sources of offshore power may also represent established and reliable power sources and may have already gained customer acceptance.
Our ability to compete successfully for business from applications seeking offshore power will depend on (a) our ability to produce and
store energy reliably and at a total cost that is competitive with or lower than that of other sources, and (b) the demonstrated reliability
of our products and positive customer perception of our company. We also may have the opportunity to cooperate with other solution providers,
such as other suppliers of subsea batteries where our PowerBuoys® could provide recharging capabilities or other providers of autonomous
surface or underwater vehicles where our PowerBuoys® could provide charging and enhanced communications capabilities.
The
vast majority of the companies in the DOE’s wave energy converter database are small, early-stage companies with a limited
number of employees that do not have our in-ocean validation experience. Only a few of these companies have conducted testing
similar to ours, such as accelerated life testing and extensive wave tank testing on small-scale models of their devices. We believe
our in-ocean experience is critical towards proving the reliability, survivability and performance of any wave energy system, which
we believe our future customers will require before adopting any wave generated energy solution. It is our belief that experience
gained through full scale in-ocean deployments, coupled with other types of factory and laboratory testing, and our resulting
understanding of risks and failure modes provides us with an advantage compared to potential wave energy competitors.
Competition
for the WAM-V® product line and RaaS solution includes companies which market solutions as autonomous surface
vehicles (“ASVs”) and unmanned surface vehicles (“USVs”). There are several established competitors in this
space, with the pace of new entrants increasing in-line with the expanding market opportunities. Through our ongoing product
development and building upon our years of commercial deployment data, we believe that we continue to maintain a first mover
advantage in the smaller scale autonomous offshore power market.
Our
Strategic Consulting Services group competes with specialized offshore engineering firms. These include large and small engineering
firms that specialize in naval architecture, structural engineering, and hydrodynamics as applied to the design of jack-ups, wind
turbine installation vessels, and semi-submersibles.
We
continuously monitor non-traditional competitive threats, such as multi-domain drones and artificial intelligence tools utilizing satellite
data. We are in active discussions with companies in these markets to evaluate synergistic solution development where we believe there
may be a demand for cooperative solutions.
Commercial
Activities
We
continue to seek new strategic relationships and further develop our existing partnerships. We collaborate with companies that have developed
or are developing in-ocean applications requiring a persistent source of power that is also capable of real time data collection, processing
and communication, to address potential customer needs. For the fiscal years ended April 30, 2023 and 2022 Company had two and four customers
whose revenues accounted for at least 10% of the Company’s consolidated revenues, respectively. These revenues accounted for approximately
32% and 49% of the Company’s total revenue for the respective periods.
In
order to achieve success in ongoing efforts to commercialize our products, we must expand our customer base and obtain commercial contracts
to lease or sell our solutions and services to customers. Our potential customer base for our solutions includes various public and private
entities, and agencies that require remote offshore power.
Current
and Recent Contracts
Business
Relationships
We
believe that our solutions are best developed, sold, deployed, and maintained together with subject matter experts in their respective
fields. This enables the Company to protect, maintain, and evolve our various platforms and integrate them with surface and subsea payloads.
The Company has previously entered into business relationships focused on including, but not limited to, deployment and installations,
sourcing of surface payloads, and integration with autonomous vehicles. To augment our own internal software development team and further
develop the MDAS, we maintain ongoing strategic software and robotics partnerships with two software companies, Greensea Systems, Inc.
and Fathom5. We believe the business relationships with Greensea and Fathom5 will further the development, alongside our internal technology
resources, of our next-generation MDAS product for the maritime industrial market and governmental defense and security organizations.
Greensea
Systems, Inc. is contributing to the Company’s MDAS by providing integration software, control software, autonomy, and systems integration
for the buoy sensor payload.
Fathom5
designed and is building a customized data platform that supports the Company’s MDAS with sensor data feed management, secure communications
management, a cloud-based infrastructure, and web-based user interface. The platform was designed with a flexible architecture that allows
the Company to integrate new sensor technologies and third-party analytics capabilities and share MDAS data with customers and partners.
We
also maintain an active dialogue with several offshore specialists and marine operations partners in the North Sea and North America
to support our deployment, maintenance, and recovery operations and projects.
Backlog
As
of April 30, 2023, the Company’s backlog was $4.0 million. As of April 30, 2022, the backlog was $0.6 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.
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 revenues is recognized
using the input method used to measure completion over time of customer contracts, 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.
Research
and Development
MDAS
Expanding
on our experience with our own initial prototype Marine Surveillance Solutions (“MSS”) system, we intend for the
development of the next generation MDAS, which will combine radar, marine AIS and camera data with a custom developed command and
control system to provide actionable information for our end users. We believe the sensor suite will be a combination of marine
environment tested off-the-shelf components selected to optimize performance and cost.
This
system could be utilized as a standalone node or in an array, which will provide near real-time information about the marine activity
within a customer’s area of interest.
PB3
PowerBuoy®
During
fiscal 2023, we improved PB3 efficiency, reliability, and power output. We have also reduced the cost of our PB3 systems and their deployment
while increasing the capabilities of the systems by designing flexible interfaces and rendering them sensor and payload agnostic. Further,
we are working to integrate PB3 and WAM-V® capabilities by adding WAM-V® recharging capabilities to our PB3’s
and MDAS’ capabilities to our WAM-V’s®, thus extending WAM-V® endurance, our reach, and providing both
fixed and mobile MDAS offerings to our customers. We now consider the PB3 to be a mature system, thus the Company expects to incur limited
expenses related to PB3 development and improvements.
During
fiscal 2023, we began the development of the NextGen PowerBuoy®, which will incorporate lessons learned and customer feedback from
various deployments of the PB3, prototype buoys, and test buoys to optimize power generation through hybridization of renewable
energy sources and lower installed cost of the system. Once the next generation PowerBuoy® is fully commercialized we plan to de-emphasize
next generation system research and development.
WAM-V®
We
will continue to develop the capabilities of the WAM-V® 8, WAM-V® 16, and WAM-V® 22 variants for the marine survey and defense
& security markets. Control systems’ development will continue to provide additional features based on feedback from existing customers
as well as our gained experience in our RaaS offering. Additionally, we will continue to develop and enhance our obstacle detection and
obstacle avoidance capabilities, further advancing our progress towards full Convention on the International Regulations for Preventing
Collisions at Sea (COLREGS) compliance (an international agreement that sets out the rules of the road for ships and other vessels at
sea). We also see a growing market for launch and recovery systems and are working to integrate such systems into our WAM-Vs®.
Intellectual
Property
We
believe that our experience differentiates us from other providers of DaaS, RaaS, PaaS, and WEC technologies. As a result, our success
depends in part on our ability to obtain and maintain protection of our proprietary products, technology, and know-how, to operate without
infringing upon the rights of others, and to prevent others from infringing upon our rights. Our policy is to protect our position by,
among other methods, filing U.S. and foreign patent applications related to our patented technology, inventions and improvements that
are important to the development of our business. We also rely on trade secrets, know-how, and continuous technological innovation and
may rely on licensing opportunities to develop and maintain our competitive position.
As
of April 30, 2023, we have been issued 70 U.S. patents, of which 38 are active, 20 have expired and 12 were abandoned. Outside of the
U.S., we have been issued 280 patents across 25 countries with 26 of the active U.S. patents having at least one corresponding issued
foreign patent. Our patent portfolio includes patents and patent applications with claims directed to:
● WEC control systems;