Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FUELCELL ENERGY INC | ||
Entity Central Index Key | 886128 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Oct-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -21 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 291,130,611 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $502,494,634 | ||
Share Price | $2.27 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $83,710 | $67,696 |
Restricted cash and cash equivalents - short-term | 5,523 | 5,053 |
Accounts receivable, net of allowance for doubtful accounts of $132 and $14 at October 31, 2014 and 2013, respectively | 64,375 | 49,116 |
Inventories | 55,895 | 56,185 |
Other current assets | 7,528 | 11,279 |
Total current assets | 217,031 | 189,329 |
Restricted cash and cash equivalents - long-term | 19,600 | 4,950 |
Property, plant and equipment, net | 26,609 | 24,225 |
Goodwill | 4,075 | 4,075 |
Intangible assets | 9,592 | 9,592 |
Other assets, net | 3,729 | 5,465 |
Total assets | 280,636 | 237,636 |
Current liabilities: | ||
Current portion of long-term debt | 1,439 | 6,931 |
Accounts payable | 22,969 | 24,535 |
Accrued liabilities | 12,066 | 21,912 |
Deferred revenue | 37,626 | 51,857 |
Preferred stock obligation of subsidiary | 961 | 1,028 |
Total current liabilities | 75,061 | 106,263 |
Long-term deferred revenue | 20,705 | 18,763 |
Long-term preferred stock obligation of subsidiary | 13,197 | 13,270 |
Long-term debt and other liabilities | 13,367 | 52,675 |
Total liabilities | 122,330 | 190,971 |
Redeemable preferred stock (liquidation preference of $64,020 at October 31, 2014 and 2013) | 59,857 | 59,857 |
Shareholders' equity (deficit) | ||
Common stock ($.0001 par value; 400,000,000 and 275,000,000 shares authorized at October 31, 2014 and 2013, respectively; 287,160,003 and 196,310.402 shares issued and outstanding at October 31, 2014 and 2013, respectively) | 29 | 20 |
Additional paid-in capital | 909,431 | 758,656 |
Accumulated deficit | -809,314 | -771,189 |
Accumulated other comprehensive income (loss) | -159 | 101 |
Treasury stock, Common, at cost (45,550 and 5,679 shares at October 31, 2014 and 2013, respectively) | 95 | 53 |
Deferred compensation | -95 | -53 |
Total shareholders' equity (deficit) | 99,987 | -12,412 |
Noncontrolling interest in subsidiaries | -1,538 | -780 |
Total equity (deficit) | 98,449 | -13,192 |
Total liabilities and equity (deficit) | $280,636 | $237,636 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Statement of Operations [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $132,000 | $14,000 |
Preferred Stock, Liquidation Preference, Value | $64,020,000 | $64,020,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 275,000,000 |
Common stock, shares issued | 287,160,003 | 196,310,402 |
Common stock, shares outstanding | 287,160,003 | 196,310,402 |
Treasury stock, shares | 45,550 | 5,679 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | |||
Revenues: | ||||||
Product sales (including $115.0 million, $81.6 million and $83.9 million of related party revenue) | $136,842 | $145,071 | $94,950 | |||
Service agreements and license revenues (including $14.9 million, $20.1 milion and $8.4 million of related party revenue) | 25,956 | 28,141 | 18,183 | |||
Advanced technologies contract revenues (including $0.4 million, $0.3 million and $0.2 million of related party revenue) | 17,495 | 14,446 | 7,470 | |||
Total revenues | 180,293 | 187,658 | 120,603 | |||
Costs of revenues: | ||||||
Cost of product sales | 126,866 | 136,989 | 93,876 | |||
Cost of Services | 23,037 | 29,683 | 19,045 | |||
Cost of advanced technologies contract revenues | 16,664 | 13,864 | 7,237 | |||
Total costs of revenues | 166,567 | 180,536 | 120,158 | |||
Gross profit | 13,726 | 7,122 | 445 | |||
Operating expenses: | ||||||
Administrative and selling expenses | 22,797 | 21,218 | 18,220 | |||
Research and development expenses | 18,240 | 15,717 | 14,354 | |||
Total operating expenses | 41,037 | 36,935 | 32,574 | |||
Loss from operations | -27,311 | -29,813 | -32,129 | |||
Interest expense | -3,561 | -3,973 | -2,304 | |||
Income (loss) from equity investment | 0 | 46 | -645 | |||
Impairment of equity Investment | 0 | 0 | -3,602 | |||
License fee and royalty income | 0 | 0 | 1,599 | |||
Other income (expense), net | -7,523 | -1,208 | 1,244 | |||
Loss before provision for income taxes | -38,395 | -34,948 | -35,837 | |||
Provision for income taxes | -488 | -371 | -69 | |||
Net loss | -38,883 | -35,319 | -35,906 | |||
Net loss attributable to noncontrolling interest | 758 | 961 | 411 | |||
Net loss attributable to FuelCell Energy, Inc. | -38,125 | -34,358 | -35,495 | |||
Preferred stock dividends | -3,200 | -3,200 | -3,201 | |||
Net loss to common shareholders | ($41,325) | ($37,558) | ($38,696) | |||
Net loss to common shareholders per share | ||||||
Basic | ($0.17) | ($0.20) | ($0.23) | |||
Diluted | ($0.17) | [1] | ($0.20) | [1] | ($0.23) | [1] |
Weighted average shares outstanding | ||||||
Basic | 245,686,983 | 186,525,001 | 165,471,261 | |||
Diluted | 245,686,983 | 186,525,001 | 165,471,261 | |||
[1] | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. Potentially dilutive instruments include stock options, warrants, unvested RSAs and RSUs, convertible preferred stock and convertible notes. At OctoberB 31, 2014, 2013 and 2012, there were options to purchase 3.0 million, 3.2 million and 3.1 million shares of common stock, respectively and at October 31, 2014 and 2013, there were warrants to purchase 5.75 million and 5.0 million, respectively shares of common stock that were not included in the calculation of diluted earnings per share as they would be antidiulutive. There were no warrants outstanding at October 31, 2012. |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Product sales | $136,842 | $145,071 | $94,950 |
Service agreements and license revenues | 25,956 | 28,141 | 18,183 |
Advanced technologies contract revenues | 17,495 | 14,446 | 7,470 |
Related Party [Member] | |||
Product sales | 115,000 | 81,600 | 83,900 |
Service agreements and license revenues | 14,900 | 20,100 | 8,400 |
Advanced technologies contract revenues | $400 | $300 | $20 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (Loss) Statement (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Net loss | ($38,883) | ($35,319) | ($35,906) |
Foreign currency translation adjustments | -260 | 35 | 51 |
Comprehensive loss | ($39,143) | ($35,284) | ($35,855) |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in (Deficit) Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Deferred Compensation [Member] | Noncontrolling Interest In Subsidiaries [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||||
Balance at at Oct. 31, 2011 | ($14,375) | $13 | $687,857 | ($701,336) | $15 | ($53) | $53 | ($924) |
Balance at (in shares) at Oct. 31, 2011 | 138,400,497 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 45,012,306 | |||||||
Sale of common stock | 64,003 | 5 | 63,998 | |||||
Common stock issued for acquisition | 0 | |||||||
Share based compensation | 2,054 | 2,054 | ||||||
Stock issued under benefit plans (in shares) | 2,443,320 | |||||||
Stock issued under benefit plans | 548 | 548 | ||||||
Preferred stock dividends | -3,201 | -3,201 | ||||||
Noncontrolling interest in subsidiaries | -411 | -411 | ||||||
Sale of noncontrolling interest in subsidiary | 954 | |||||||
Effect of foreign currency translation | 51 | 51 | ||||||
Net loss attributable to FuelCell Energy, Inc. | -35,495 | -35,495 | ||||||
Adjustment for Modification of Redeemable Preferred Stock of Subsidiary | 0 | |||||||
Balance at at Oct. 31, 2012 | 14,128 | 18 | 751,256 | -736,831 | 66 | -53 | 53 | -381 |
Balance at (in shares) at Oct. 31, 2012 | 185,856,123 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 4,300,000 | 4,295,800 | ||||||
Sale of common stock | 5,548 | 1 | 5,547 | |||||
Common stock issued for acquisition (in shares) | 3,526,764 | |||||||
Common stock issued for acquisition | 3,563 | 1 | 3,562 | |||||
Common stock issued to settle make-whole obligation, value | 600 | |||||||
Share based compensation | 2,226 | 2,226 | ||||||
Stock issued under benefit plans (in shares) | 2,631,715 | |||||||
Stock issued under benefit plans | -173 | -173 | ||||||
Reclass of noncontrolling interest due to liquidation of subsidiaries | 0 | 0 | -562 | 0 | 0 | 0 | 0 | 562 |
Preferred stock dividends | -3,200 | -3,200 | ||||||
Noncontrolling interest in subsidiaries | -961 | -961 | ||||||
Sale of noncontrolling interest in subsidiary | 954 | |||||||
Effect of foreign currency translation | 35 | 35 | ||||||
Net loss attributable to FuelCell Energy, Inc. | -34,358 | -34,358 | ||||||
Balance at at Oct. 31, 2013 | -13,192 | 20 | 758,656 | -771,189 | 101 | -53 | 53 | -780 |
Balance at (in shares) at Oct. 31, 2013 | 196,310,402 | 196,310,402 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 59,683,252 | |||||||
Sale of common stock | 105,966 | 6 | 105,960 | |||||
Common stock issued for convertible note conversions including interest, shares | 24,766,752 | |||||||
Common stock issued for convertible note conversions including interest, value | 3 | 33,303 | ||||||
Common stock issued for acquisition | 0 | |||||||
Common stock issued to settle make-whole obligation, shares | 5,514,272 | |||||||
Common stock issued to settle make-whole obligation, value | 12,883 | |||||||
Share based compensation | 2,908 | 2,908 | ||||||
Stock issued under benefit plans (in shares) | 913,627 | |||||||
Stock issued under benefit plans | -1,079 | -1,079 | ||||||
Preferred stock dividends | -3,200 | -3,200 | ||||||
Adjustment for deferred compensation | -28,302 | |||||||
Treasury Stock, Shares, Acquired | -42 | |||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | 42 | |||||||
Noncontrolling interest in subsidiaries | -758 | -758 | ||||||
Effect of foreign currency translation | -260 | -260 | ||||||
Net loss attributable to FuelCell Energy, Inc. | -38,125 | -38,125 | ||||||
Balance at at Oct. 31, 2014 | $98,449 | $29 | $909,431 | ($809,314) | ($159) | ($95) | $95 | ($1,538) |
Balance at (in shares) at Oct. 31, 2014 | 287,160,003 | 287,160,003 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($38,883) | ($35,319) | ($35,906) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 2,908 | 2,226 | 2,054 |
(Income) loss from equity investment | 0 | -46 | 645 |
Impairment of equity investment | 0 | 0 | 3,602 |
(Gain) Loss from change in fair value of embedded derivatives | 126 | -1,359 | -180 |
Make whole derivative expense | 8,347 | 0 | 0 |
Depreciation | 4,384 | 4,097 | 5,192 |
Amortization of convertible note discount and interest expense | 2,140 | 2,480 | 2,018 |
Other non-cash transactions | -425 | -382 | -297 |
(Increase) decrease in operating assets: | |||
Accounts and license fee receivables | -15,378 | -12,000 | -14,066 |
Inventories | 1,059 | -5,901 | -7,600 |
Other assets | 3,417 | 6,076 | 3,032 |
Increase (decrease) in operating liabilities: | |||
Accounts payable | -1,566 | 11,776 | -1,790 |
Accrued liabilities | -11,056 | -172 | -6,081 |
Deferred revenue | -12,289 | 9,148 | -9,642 |
Net cash used in operating activities | -57,468 | -16,658 | -58,659 |
Cash flows from investing activities: | |||
Capital expenditures | -7,079 | -6,551 | -4,453 |
Cash acquired from acquisition | 0 | 357 | 0 |
Treasury notes matured | 0 | 0 | 12,000 |
Net cash (used in) provided by investing activities | -7,079 | -6,194 | 7,547 |
Cash flows from financing activities: | |||
Repayment of debt | -5,971 | -374 | -173 |
Proceeds from debt | 250 | 45,250 | 0 |
Financing costs for convertible debt securities | 0 | -2,472 | 0 |
Proceeds received from noncontrolling interest in subsidiary | 0 | 0 | 954 |
(Increase) decrease in restricted cash and cash equivalents | -15,120 | 632 | -2,203 |
Proceeds from sale of common stock, net of registration fees | 105,844 | 5,040 | 64,003 |
Payment of preferred dividends and return of capital | -4,343 | -4,442 | -7,624 |
Common stock issued for stock plans and related expenses | 161 | 0 | 0 |
Net cash provided by financing activities | 80,821 | 43,634 | 54,957 |
Effects on cash from changes in foreign currency rates | -260 | 35 | 51 |
Net increase in cash and cash equivalents | 16,014 | 20,817 | 3,896 |
Cash and cash equivalents-beginning of period | 67,696 | 46,879 | 42,983 |
Cash and cash equivalents-end of period | $83,710 | $67,696 | $46,879 |
Nature_of_Business_and_Basis_o
Nature of Business and Basis of Presentation | 12 Months Ended | |||||||||
Oct. 31, 2014 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies | |||||||||
Nature of Business and Basis of Presentation | ||||||||||
FuelCell Energy, Inc. and its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”) is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and service ultra-clean, efficient and reliable stationary fuel cell power plants. Our Direct FuelCell power plants continuously produce base load electricity and usable high quality heat around the clock for commercial, industrial, government and utility customers. We have commercialized our stationary carbonate fuel cells and are also pursuing the complementary development of planar solid oxide fuel cells and other fuel cell technologies. We continue to invest in new product and market development and, as such, we are not currently generating net income from our operations. Our operations are funded primarily through cash generated from product sales, service and advanced technologies contracts, license fee income and sales of equity and debt securities. In order to continually produce positive cash flow from operations, we need to be successful at increasing annual order volume and production and in our cost reduction efforts. | ||||||||||
The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, including FCE FuelCell Energy Ltd. (“FCE Ltd.”), our Canadian subsidiary; Waterbury Renewable Energy, LLC (“WRE”), FuelCell Energy Finance, LLC, which was formed for the purpose of financing projects within the U.S., UB Fuel Cell LLC, DFC-ERG Milford, LLC and DFC-ERG CT, LLC, which were formed for the purpose of developing projects within Connecticut; UCI Fuel Cell, LLC, which was formed for the purpose of developing a project within California; Long Beach Clean Energy, LLC, which was formed for the purpose of developing projects within New York; and FCE Korea, Ltd., which was formed to facilitate our business operations in South Korea. FuelCell Energy Solutions GmbH (“FCES GmbH”), a joint venture with Fraunhofer IKTS (Fraunhofer), was formed in the fourth quarter of fiscal year 2011 to facilitate business development in Europe. We have an 86 percent interest in FCES GmbH and accordingly, the financial results are consolidated with our financial results. Alliance Star Energy, LLC (“Alliance Star”) is a joint venture with Alliance Power, Inc. (“Alliance”) established to construct fuel cell power plants and sell power under power purchase agreements (“PPAs”). We have an 80 percent interest in the entity and accordingly, the financial results of Alliance Star are consolidated with our financial results. Versa Power Systems, Inc. ("Versa"), a domestic entity, which includes its Canadian subsidiary Versa Power Systems Ltd., is a sub-contractor for the Department of Energy ("DOE") large-scale hybrid project to develop a coal-based, multi-megawatt solid oxide fuel cell ("SOFC") based hybrid system. We had a 39 percent ownership interest and historically accounted for Versa under the equity method of accounting. On December 20, 2012, the Company acquired the remaining 61 percent ownership position of Versa and it is now a wholly-owned subsidiary and consolidated with our financial results. All intercompany accounts and transactions have been eliminated. | ||||||||||
Certain reclassifications have been made to the prior year amounts to conform to the current year presentation. | ||||||||||
Significant Accounting Policies | ||||||||||
Cash and Cash Equivalents and Restricted Cash | ||||||||||
All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. At October 31, 2014, $25.1 million of cash and cash equivalents was pledged as collateral for letters of credit for certain banking requirements and contractual commitments, compared to $10.0 million pledged at October 31, 2013. The restricted cash balance at October 31, 2014 includes $15.0 million which has been placed in a Grantor's Trust account to secure certain FCE obligations under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. At October 31, 2014 and 2013, we had outstanding letters of credit of $7.4 million and $7.7 million, respectively. | ||||||||||
Inventories and Advance Payments to Vendors | ||||||||||
Inventories consist principally of raw materials and work-in-process. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as other current assets on the consolidated balance sheets. | ||||||||||
Inventories are reviewed to determine if reserves are required for obsolescence (excess, obsolete, and slow-moving inventory). This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. | ||||||||||
Property, Plant and Equipment | ||||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. | ||||||||||
Intellectual Property | ||||||||||
Intellectual property, including internally generated patents and know-how, is carried at no value. | ||||||||||
Goodwill and Intangible Assets | ||||||||||
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. | ||||||||||
Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (ASC 350) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. | ||||||||||
The Company completed its annual impairment analysis of goodwill and intangible assets with indefinite lives at July 31, 2014 during the fourth quarter of fiscal year 2014 which was completed at the reporting unit level. The goodwill and intangible assets all relate to the Company's Versa reporting unit, since Versa has a segment manager that regularly reviews the results of that operation. Goodwill and other indefinite lived intangible assets are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. No impairment charges were recorded during fiscal year 2014 or fiscal year 2013. | ||||||||||
Impairment of Long Lived Assets | ||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. | ||||||||||
Revenue Recognition | ||||||||||
We earn revenue from (i) the sale and installation of fuel cell power plants (ii) the sale of fuel cell modules, component part kits and spare parts to customers, (iii) site engineering and construction services, (iv) providing services under service agreements, (v) the sale of electricity under PPAs , (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) customer-sponsored advanced technology projects. | ||||||||||
The Company periodically enters into arrangements with customers that involve multiple elements of the above items. We assess such contracts to evaluate whether there are multiple deliverables, and whether the consideration under the arrangement is being appropriately allocated to each of the deliverables. | ||||||||||
Our revenue is primarily generated from customers located throughout the U.S. and Asia and from agencies of the U.S. Government. Revenue from product and module kit sales, construction services and component part revenue is recorded as product sales in the consolidated statements of operations. Construction services includes engineering, procurement and construction (EPC) services of the overall fuel cell project. The installation of a power plant at a customer site includes significant site preparation which is included in the EPC component and is required to be completed before integration of the fuel cell power plant. Revenue from service agreements, PPAs, license and royalty revenue and engineering services revenue is recorded as service and license revenues. Revenue from customer-sponsored advanced technology research and development projects is recorded as advanced technologies contract revenues in the consolidated statements of operations. | ||||||||||
For customer contracts for complete DFC Power Plants which the Company has adequate cost history and estimating experience, and that management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience of our engineers, program managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract's schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods. Revenues are recognized based on the percentage of the contract value that incurred costs to date bear to estimated total contract costs, after giving effect to estimates of costs to complete based on most recent information. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. We have recorded an estimated contract loss reserve of $0.03 million and $0.09 million at October 31, 2014 and October 31, 2013, respectively. Actual results could vary from initial estimates and reserve estimates will be updated as conditions change. | ||||||||||
Revenue from the sale of fuel cell modules, kits and spare parts is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. | ||||||||||
Site engineering and construction services revenue is recognized on a percentage of completion basis as costs are incurred. | ||||||||||
Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements are generally expected to be incurred on a straight-line basis. For service agreements where we expect to have a module exchange at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange is deferred and is recognized upon such module replacement event. | ||||||||||
Under PPAs, revenue from the sale of electricity is recognized as electricity is provided to the customer. | ||||||||||
Beginning in fiscal year 2013, license fees and royalty income are included within revenues on the consolidated statement of operations. This change is a result of the license agreement entered into on October 31, 2012 for our core technology and the harmonization of the existing agreements to provide fees and royalties for the manufacture of complete DFC Power Plants. Classification as revenue is reflective of our Asia market partnership and royalty based strategy and this business activity is a significant component of non-product revenue. | ||||||||||
Revenue from funded advanced technology contracts is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from customer funded advanced technology programs are generally multi-year, cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. While advanced technology contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and funds are authorized. | ||||||||||
Warranty and Service Expense Recognition | ||||||||||
We warranty our products for a specific period of time against manufacturing or performance defects. Our warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products, except for fuel cell kits. We have agreed to warranty fuel cell kits and components for 21 months from the date of shipment due to the additional shipping and customer manufacture time required. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. At October 31, 2014 and October 31, 2013, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet totaled $1.2 million and $0.9 million, respectively. | ||||||||||
In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees of $0.8 million and $0.5 million at October 31, 2014 and 2013, respectively. | ||||||||||
The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceed the remaining contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available, our limit of liability on service agreements and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. At October 31, 2014, our loss accruals on service agreements totaled $3.0 million compared to $3.7 million at October 31, 2013. | ||||||||||
At the end of our service agreements, customers are expected to either renew the service agreement or, based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being monitored or having routine service performed. At October 31, 2014, the asset related to the residual value of replacement modules in power plants under service agreements was $2.7 million compared to $2.9 million at October 31, 2013. | ||||||||||
During fiscal year 2011, the Company committed to a repair and upgrade program for a select group of 1.2 megawatt (MW) fuel cell modules produced between 2007 and early 2009. At October 31, 2014, the obligation to supply modules to POSCO Energy has been fulfilled and there is no remaining balance compared to $7.3 million accrued at October 31, 2013. | ||||||||||
License Agreements and Royalty Income | ||||||||||
We generally recognize license fees and other revenue over the term of the associated agreement. Beginning in fiscal year 2013, license fees and royalty income have been included within revenues on the consolidated statement of operations. This change is a result of the new license agreement entered into on October 31, 2012 for our core technology and the harmonization of the existing agreements to provide license fees and royalties for the value of complete DFC Power Plants sold by POSCO Energy. Classification as revenue is reflective of our Asia market partnership and royalty based strategy having become a significant component of non-product revenue. Prior to November 1, 2012, license fee and royalty income were classified as such in the accompanying Statement of Operations. | ||||||||||
The Company receives license fees and royalty income from POSCO Energy as a result of manufacturing and technology transfer agreements entered into in 2007, 2009 and 2012. The Cell Technology Transfer Agreement ("CTTA") we entered into on October 31, 2012 provides POSCO Energy with the technology to manufacture Direct FuelCell power plants in South Korea and the exclusive market access to sell power plants throughout Asia. In conjunction with this agreement we amended the 2010 manufacturing and distribution agreement with POSCO Energy and the 2009 License Agreement. The 2012 agreement and the previously referenced amendments contain multiple elements, including the license of technology and market access rights, fuel cell module kit product deliverables, as well as professional service deliverables. We identified these three items as deliverables under the multiple-element arrangement guidance and evaluated the estimated selling prices to allocate the relative fair value to these deliverables, as vendor-specific objective evidence and third-party evidence was not available. The Company's determination of estimated selling prices involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the tangible product and cost of professional service deliverables, the anticipated margin on those deliverables, prices charged when those deliverables are sold on a stand-alone basis in limited sales, and the Company's ongoing pricing strategy and practices used to negotiate and price overall bundled product, service and license arrangements. We are recognizing the consideration allocated to the license of technology and market access rights as revenue over the 15 year license term on a straight-line basis, and will recognize the amounts allocated to the module kit deliverables and professional service deliverables when such items are delivered to POSCO Energy. We have also determined that based on the utility to the customer of the fully developed technology that was licensed in the Cell Technology Transfer Agreement, there is stand-alone value for this deliverable. | ||||||||||
In conjunction with the CTTA, a $10.0 million fee was paid to the Company on November 1, 2012. Future fees, totaling $8.0 million are payable on a milestone basis between 2014 and 2016. In conjunction with the CTTA, the Company also amended the royalty provisions in the 2007 Technology Transfer, Distribution and Licensing Agreement ("TTA") and the 2009 Stack Technology Transfer and License Agreement ("STTA") revising the royalty from 4.1 percent to 3.0 percent of POSCO Energy net sales. The reduction in the royalty rate resulted in a net fee of $6.7 million paid to the Company in January 2013. | ||||||||||
Under the terms of the 2007 TTA, POSCO Energy manufactures balance of plant (“BOP”) in South Korea using its design, procurement and manufacturing expertise. The 2009 STTA allows POSCO Energy to produce fuel cell modules which will be combined with BOP manufactured in South Korea to complete electricity-producing fuel cell power plants for sale in South Korea. Under the STTA and prior to the CTTA, we were receiving 4.1 percent of the revenues generated from sales of fuel cell modules manufactured and sourced by POSCO Energy. The STTA also provided for an upfront license fee of $10.0 million. License fee income was recognized ratably over the 10-year term of the STTA through October 31, 2012. As a result of the CTTA, the remaining license fee income of $7.0 million is being recognized ratably over an additional 15 years beginning November 1, 2012. | ||||||||||
In September 2013, the Company entered into a revised Master Service Agreement with POSCO Energy, hereby POSCO Energy assumed more responsibility for servicing installations in Asia that utilize power plants manufactured by POSCO Energy. The Company will perform engineering and support services for each unit in the installed fleet and receive quarterly fees as well as a royalty on each scheduled fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. | ||||||||||
The Company recorded license and royalty income of $4.3 million, $4.1 million and $1.6 million for the years ended October 31, 2014, 2013 and 2012, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the payments discussed above as well as a 3.0 percent royalty on POSCO Energy net product sales related to FCE's technology and a 3.0 percent royalty on each scheduled fuel cell module replacement under terms of our Master Service Agreement. | ||||||||||
Deferred Revenue and Customer Deposits | ||||||||||
We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. | ||||||||||
Research and Development Costs | ||||||||||
We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. These costs are recorded as Advanced Technologies contract revenues in the consolidated statements of operations. | ||||||||||
Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. | ||||||||||
Share-Based Compensation | ||||||||||
We account for restricted stock awards (RSAs) and restricted stock units (RSUs) based on the closing market price of the Company's common stock on the date of grant. We account for stock options awarded to employees and non-employee directors under the fair value method of accounting using the Black-Scholes valuation model to estimate fair value at the grant date. The model requires us to make estimates and assumptions regarding the expected life of the option, the risk-free interest rate, the expected volatility of our common stock price and the expected dividend yield. The fair value of equity awards is amortized to expense over the vesting period, which is generally four years. Refer to Note 14 for additional information. | ||||||||||
Income Taxes | ||||||||||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are determined based on net operating loss (“NOL”) carryforwards, research and development credit carryforwards, and differences between financial reporting and the income tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is unlikely that some or all of the deferred tax assets will be realized. | ||||||||||
The Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. | ||||||||||
Concentrations | ||||||||||
We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for advanced technologies contracts. For the years ended October 31, 2014, 2013 and 2012, our top five customers accounted for 88 percent, 88 percent and 83 percent, respectively, of our total annual consolidated revenue. | ||||||||||
The percent of consolidated revenues from each customer for the years ended October 31, 2014, 2013 and 2012, respectively are presented below. | ||||||||||
2014 | 2013 | 2012 | ||||||||
POSCO Energy | 69 | % | 54 | % | 76 | % | ||||
The United Illuminating Company | 9 | % | — | % | — | % | ||||
Bridgeport Dominion Fuel Cell, LLC | 3 | % | 29 | % | — | % | ||||
Department of Energy | 4 | % | 5 | % | 7 | % | ||||
NRG Energy | 3 | % | — | % | — | % | ||||
Total | 88 | % | 88 | % | 83 | % | ||||
POSCO Energy is a related party and owns approximately 11.0 percent of the outstanding common shares of the Company and NRG Energy is a related party and owns approximately 6 percent of the outstanding common shares of the Company. | ||||||||||
Derivatives | ||||||||||
We do not use derivatives for speculative purposes and through fiscal year end 2014, have not used derivatives for hedging or trading purposes. Derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. Derivative instruments also consisted of embedded derivatives for the change of control put redemption and an interest make-whole payment upon conversion feature embedded in the 8.0% Senior Unsecured Convertible Notes which required bifurcation from the host debt contract. We account for these derivatives using the fair-value method with changes in the underlying fair value recorded to earnings. Refer to Notes 10 and 12 for additional information. | ||||||||||
Use of Estimates | ||||||||||
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, excess, slow-moving and obsolete inventories, product warranty costs, service agreement loss accruals, allowance for uncollectible receivables, depreciation and amortization, impairment of assets, taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. | ||||||||||
Foreign Currency Translation | ||||||||||
The translation of FuelCell Korea Ltd’s and FCES GmbH's financial statements results in translation gains or losses, which are recorded in accumulated other comprehensive income within stockholders’ equity (deficit). | ||||||||||
Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and therefore the temporal method of translation of foreign currencies is followed. The functional currency is U.S. dollars. We are subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized a gain of $0.6 million, a gain of $0.4 million and a gain of $0.1 million for the years ended October 31, 2014, 2013 and 2012, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. | ||||||||||
Recently Adopted Accounting Guidance | ||||||||||
None | ||||||||||
Recent Accounting Guidance Not Yet Effective | ||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for fiscal years, and interim periods within those years beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. We are evaluating the financial statement impacts of the guidance in this ASU and determining which transition method we will utilize. |
Acquisitions
Acquisitions | 12 Months Ended | |||
Oct. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Acquisitions | Note 2. Acquisitions | |||
Versa was previously one of our sub-contractors under the DOE's large-scale hybrid project to develop a coal-based, multi-megawatt SOFC based hybrid system. Versa is developing advanced SOFC systems for various stationary and mobile applications since 2001. Prior to December 20, 2012, we had a 39 percent ownership interest and accounted for Versa under the equity method of accounting. We recognized our share of the income or losses as income (loss) from equity investment on the consolidated statements of operations. | ||||
On December 20, 2012, the Company acquired the remaining 61 percent ownership position of Versa in a stock transaction by exchanging approximately 3.5 million shares of its common stock for the outstanding Versa shares held by the other Versa shareholders. | ||||
The transaction has been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Step-acquisition accounting guidance was applied and an impairment charge of $3.6 million relating to the previously held equity investment was recorded in the fourth quarter of 2012 and is included in Impairment of equity investment on the consolidated statement of operations. The pre-acquisition value of the ownership in Versa was $6.2 million and represents the book value of the investment as of the acquisition date. | ||||
The following table summarizes the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. | ||||
Cash and cash equivalents | $ | 357 | ||
Accounts receivable | 1,133 | |||
Other current assets | 23 | |||
Property, plant and equipment | 480 | |||
Goodwill | 4,075 | |||
In-process research and development | 9,592 | |||
Other assets | 101 | |||
Accounts payable | (302 | ) | ||
Other current liabilities | (1,492 | ) | ||
Deferred tax liabilities (1) | (3,377 | ) | ||
Other long-term liabilities | (155 | ) | ||
Total identifiable net assets | $ | 10,435 | ||
(1) Classified in Long-term debt and other liabilities on the consolidated balance sheets. | ||||
The acquisition date fair value of the 61 percent investment was approximately $10.2 million and is included in the measurement of the consideration transferred. The acquisition date fair value represented the fair value of our common stock on the acquisition date provided to the other Versa shareholders in exchange for their shares of Versa. The cost approach was used to value the in-process research and development value as this represents an indication of the intangible asset's value by the cost to replace or rebuild the asset. The carrying value for the remaining assets and liabilities acquired approximated fair value. | ||||
Acquisition-related costs of $0.1 million were expensed as incurred. These costs were recognized in administrative and selling expenses on the statement of operations and comprehensive (loss) income for the year ended October 31, 2013. | ||||
Versa has been consolidated into the Company's financial statements as of the acquisition date. Versa receives revenue under a number of research contracts including the U.S. Department of Energy Solid State Energy Conversion Alliance (SECA) coal-based systems program and a research contract with The Boeing Company. Revenue and associated costs are recognized under advanced technologies contract revenues in the consolidated statements of operations. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Accounts Receivable | Note 3. Accounts Receivable | ||||||||
Accounts receivable at October 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Advanced Technology (including U.S. Government (1)): | |||||||||
Amount billed | $ | 2,517 | $ | 786 | |||||
Unbilled recoverable costs | 2,886 | 639 | |||||||
5,403 | 1,425 | ||||||||
Commercial customers: | |||||||||
Amount billed | 8,871 | 17,344 | |||||||
Unbilled recoverable costs | 50,101 | 30,347 | |||||||
58,972 | 47,691 | ||||||||
$ | 64,375 | $ | 49,116 | ||||||
. (1) Total U.S. Government accounts receivable outstanding at October 31, 2014 is $1.7 million | |||||||||
We bill customers for power plant and module kit sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our advanced technology contracts are billed based on actual recoverable costs incurred, typically in the month subsequent to incurring costs. Some advanced technology contracts are billed based on contractual milestones or costs incurred. Unbilled recoverable costs relate to revenue recognized on customer contracts that have not been billed. Accounts receivable are presented net of an allowance for doubtful accounts of $0.1 million and $0.01 million at October 31, 2014 and 2013, respectively. | |||||||||
Commercial customers accounts receivable (including Unbilled recoverable costs) are amounts due from POSCO Energy of $29.9 million and $17.4 million at October 31, 2014 and 2013, respectively. |
Inventories
Inventories | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | Note 4. Inventories | ||||||||
Inventories at October 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 25,460 | $ | 20,599 | |||||
Work-in-process (1) | 30,435 | 35,586 | |||||||
Net inventories | $ | 55,895 | $ | 56,185 | |||||
(1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process at October 31, 2014 and 2013 is $19.2 million and $5.8 million, respectively, of completed standard components. | |||||||||
Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power plant. | |||||||||
Raw materials and work in process are net of valuation allowances of approximately $1.4 million and $1.4 million at October 31, 2014 and 2013, respectively. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment | Note 5. Property, Plant and Equipment | ||||||||||
Property, plant and equipment at October 31, 2014 and 2013 consisted of the following: | |||||||||||
2014 | 2013 | Estimated Useful Life | |||||||||
Land | $ | 524 | $ | 524 | — | ||||||
Building and improvements | 9,117 | 8,679 | 10-26 years | ||||||||
Machinery, equipment and software | 75,868 | 73,051 | 3-8 years | ||||||||
Furniture and fixtures | 2,955 | 2,899 | 10 years | ||||||||
Power plants for use under PPAs | 996 | 8,216 | 3-10 years | ||||||||
Construction in progress | 10,534 | 9,537 | |||||||||
99,994 | 102,906 | ||||||||||
Less: Accumulated depreciation | (73,385 | ) | (78,681 | ) | |||||||
Property, plant and equipment, net | $ | 26,609 | $ | 24,225 | |||||||
Depreciation expense was $4.4 million, $4.1 million and $5.2 million for the years ended October 31, 2014, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Oct. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6. Goodwill and Intangible Assets |
At October 31, 2014 and 2013, the Company had goodwill of $4.1 million and intangible assets of $9.6 million associated with the Versa acquisition. Versa’s goodwill resulted from the purchase price residual value method. All identifiable assets and liabilities were deducted from the total purchase price and the difference represents the implied fair value of goodwill. The intangible asset represents indefinite lived in-process research and development for which the fair value was determined utilizing the cost approach which estimated the costs to replicate cumulative research and development efforts associated with the development of SOFC stationary power generation and had a 10 percent obsolescence factor applied to account for improvements that could be made on the current technology. | |
The Company has completed a qualitative assessment at July 31, 2014 and determined that the goodwill and indefinite-lived intangible assets recorded as a result of the Versa acquisition which are included within the Versa reporting unit are not impaired. |
Other_Current_Assets
Other Current Assets | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Other Current Assets [Abstract] | |||||||||
Other Current Assets | Note 7. Other Current Assets | ||||||||
Other current assets at October 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Advance payments to vendors (1) | $ | 2,372 | $ | 4,235 | |||||
Debt issuance costs (2) | — | 494 | |||||||
Deferred finance costs (3) | 129 | — | |||||||
Notes receivable | 529 | 478 | |||||||
Prepaid expenses and other (4) | 4,498 | 6,072 | |||||||
Total | $ | 7,528 | $ | 11,279 | |||||
-1 | Advance payments to vendors relate to inventory purchases. | ||||||||
-2 | Represents the current portion of capitalized debt issuance costs relating to the convertible debt issuance. The convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | ||||||||
-3 | Represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. | ||||||||
-4 | Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other_Assets_net
Other Assets, net | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Other Assets, net [Abstract] | |||||||||
Other Assets, net | Note 8. Other Assets, net | ||||||||
Other assets, net at October 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Long-term stack residual value (1) | $ | 2,725 | $ | 2,898 | |||||
Debt issuance costs (2) | — | 1,721 | |||||||
Deferred finance costs(3) | $ | 483 | $ | — | |||||
Other | 521 | 846 | |||||||
Other assets, net | $ | 3,729 | $ | 5,465 | |||||
-1 | Relates to expected residual value for module exchanges performed under the Company's service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the cost of the module is expensed at the time of the module exchange. | ||||||||
-2 | Represents the long-term portion of debt issuance costs capitalized relating to the convertible debt issuance. At October 31, 2014, the convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | ||||||||
-3 | Represents the long-term portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Accrued Liabilities | Note 9. Accrued Liabilities | ||||||||
Accrued liabilities at October 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Accrued payroll and employee benefits | $ | 4,432 | $ | 4,647 | |||||
Accrued contract and operating costs | 34 | 87 | |||||||
Accrued product warranty costs (1) | 1,156 | 860 | |||||||
Accrued service agreement costs | 3,882 | 4,186 | |||||||
Accrued B1200 repair and upgrade program and modules due POSCO Energy (2) | — | 7,267 | |||||||
Accrued taxes, legal, professional and other | 2,562 | 4,865 | |||||||
$ | 12,066 | $ | 21,912 | ||||||
-1 | Activity in the accrued product warranty costs during the year ended October 31, 2014 and 2013 included additions for estimates of potential future warranty obligations of $2.4 million and $1.2 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $1.2 million and $0.3 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | ||||||||
-2 | The balance of the accrual at October 31, 2013 related to three replacement modules due to POSCO Energy, which were delivered in the first quarter of 2014. |
Debt_and_Leases
Debt and Leases | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt and Leases [Abstract] | |||||||||
Debt and Leases | Note 10. Debt and Leases | ||||||||
Debt at October 31, 2014 and 2013, consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Revolving credit facility | $ | 945 | $ | 6,500 | |||||
Senior Unsecured Convertible Notes | — | 38,000 | |||||||
Connecticut Development Authority Note | 3,033 | 3,246 | |||||||
Connecticut Clean Energy and Finance Investment Authority Note | 6,052 | 5,744 | |||||||
Capitalized lease obligations | 721 | 497 | |||||||
Total debt | $ | 10,751 | $ | 53,987 | |||||
Less: Unamortized debt discount | — | (3,106 | ) | ||||||
10,751 | 50,881 | ||||||||
Less: Current portion of long-term debt | (1,439 | ) | (6,931 | ) | |||||
Long-term debt | $ | 9,312 | $ | 43,950 | |||||
Aggregate annual principal payments under our loan agreements (excluding payments relating to the revolving credit facility) and capital lease obligations for the years subsequent to October 31, 2014 are as follows: | |||||||||
Year 1 | 493 | ||||||||
Year 2 | 537 | ||||||||
Year 3 | 351 | ||||||||
Year 4 | 2,368 | ||||||||
Year 5 | 5 | ||||||||
Thereafter | 6,052 | ||||||||
$ | 9,806 | ||||||||
On July 30, 2014, the Company's subsidiary, FuelCell Energy Finance, LLC (“FuelCell Finance”) entered into a Loan Agreement (the “Loan Agreement”) with NRG Energy, Inc. ("NRG"). Pursuant to the Loan Agreement, NRG has extended a $40.0 million revolving construction and term financing facility to FuelCell Finance for the purpose of accelerating project development by the Company and its subsidiaries. FuelCell Finance and its subsidiaries may draw on the facility to finance the construction of projects through the commercial operating date of the power plants. FuelCell Finance has the option to continue the financing term for each project after the commercial operating date for a maximum term of five years per project. The interest rate is 8.5 percent per annum for construction-period financing and 8.0 percent thereafter. Fees that were paid by FuelCell Finance to NRG for making the loan facility available and related legal fees incurred were capitalized and will be amortized straight-line over the life of the related loan agreement, which is five years. | |||||||||
On June 25, 2013, the Company sold $38.0 million in aggregate principal amount of 8.0% Senior Unsecured Convertible Notes ("Notes"). During the year ended October 31, 2014, the total $38.0 million of outstanding principal was converted by Note holders and the Company issued 24.5 million shares of common stock. In connection with the conversion of the Notes, the Company recorded an increase in common stock and additional paid in capital based on the carrying value of the converted Notes which included the converted Notes principal, a proportional amount of unamortized debt discount, and a proportional amount of unamortized debt issuance costs. The change of control put redemption and interest make-whole payment upon conversion features embedded in the Notes required bifurcation from the host debt contract. As a result of the conversion of all the outstanding Notes, there is no remaining derivative balance at October 31, 2014. The aggregate fair value of these derivatives at October 31, 2013 was $4.7 million. The fair values were determined using a lattice-based valuation model. In determining the fair value of these bifurcated derivatives, various assumptions were used. Stock price was projected assuming a log-normal distribution. The stock volatility, the interest rate curve, the borrowing cost and credit spread are all assumed to be deterministic. The value was calculated as the difference between the value of the original note and a note with no change of control or make-whole payments upon conversion features. The inputs used to estimate the fair value of the control put redemption feature ad make-whole payment embedded derivatives include several significant unobservable inputs (Level 3). | |||||||||
As a result of the Note conversions, 5.5 million shares were issued and a payment of $0.3 million was made to settle the make-whole payment. The total fair value of the shares issued for the make-whole payment was $12.9 million which resulted in a charge of $8.7 million and a reduction to the embedded derivative liability of $4.6 million. The derivatives were included in Long term debt and other liabilities on the consolidated balance sheets and the make-whole charge is included in Other income (expense), net on the consolidated statements of operations. | |||||||||
On August 1, 2014, the Company entered into a new revolving credit facility with JPMorgan Chase Bank, N.A. (the "Bank") which has a total borrowing capacity of $4.0 million. This credit facility replaces the Company's previous credit facility with the Bank. The credit facility is used for working capital to finance the manufacture and production and subsequent export sale of the Company’s products or services. The agreement has a one year term with renewal provisions and the current expiration date is August 1, 2015. The outstanding principal balance of the facility will bear interest, at the option of the Company of either the one-month LIBOR plus 1.5 percent or the prime rate of JP Morgan Chase. The facility is secured by certain working capital assets and general intangibles, up to the amount of the outstanding facility balance. | |||||||||
In April 2008, we entered into a 10-year loan agreement with the Connecticut Development Authority to finance equipment purchases associated with manufacturing capacity expansion allowing for a maximum amount borrowed of $4.0 million. The interest rate is 5.0 percent and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. Repayment terms require interest and principal payments through May 2018. | |||||||||
On March 5, 2013 the Company closed on a long-term loan agreement with the Connecticut Clean Energy and Finance Investment Authority (CEFIA, now known as the CT Green Bank) totaling $5.9 million in support of the Bridgeport Fuel Cell Park project. The loan agreement carries an interest rate of 5.0 percent. Interest only payments commenced in January 2014 and principal payments will commence on the eighth anniversary of the project's provisional acceptance date, which is December 20, 2021, payable in forty eight equal monthly installments. Outstanding amounts are secured by future cash flows from the Bridgeport Fuel Cell Park service agreement. | |||||||||
We lease computer equipment under master lease agreements. Lease payment terms are generally thirty-six months from the date of acceptance for leased equipment. |
Shareholders_Equity_Deficit
Shareholders' Equity (Deficit) | 12 Months Ended |
Oct. 31, 2014 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | Note 11. Shareholders’ Equity (Deficit) |
Common Stock and Warrant Issuances | |
During the year ended October 31, 2014, investors elected to convert the total outstanding $38.0 million in aggregate principal of the 8.0% Senior Unsecured Convertible Notes. As a result of these conversions, the Company issued 24.5 million shares of common stock related to the conversions, 5.5 million shares to settle the make-whole obligation and 0.3 million shares for accrued interest. | |
On July 30, 2014, the Company entered into a Securities Purchase Agreement with NRG and issued 14,644,352 shares of common stock to NRG at a per share price of $2.39 for a total purchase price of $35.0 million. The per share price was equal to the per share closing NASDAQ market price on July 29, 2014. In conjunction with the sale of common stock to NRG, the Company also issued a warrant to NRG. Pursuant to the Warrant Agreement, NRG has the right to purchase up to 2.0 million shares of the Company's common stock at an exercise price of $3.35 per share. The Warrant has a term of three years from the Closing Date. The warrants qualified for permanent equity accounting treatment. | |
On January 23, 2014, the Company completed a public offering of 23.0 million shares of common stock, including 3.0 million shares sold pursuant to the full exercise of an over-allotment option granted to the underwriters. All shares were offered by the Company at a price of $1.50 per share. Total net proceeds to the Company were approximately $32.0 million. | |
The Company may sell common stock on the open market from time to time. The proceeds of these sales may be used for general corporate purposes or to pay obligations related to the Company's outstanding Series I and Series B preferred shares. During fiscal year 2014 and 2013, the Company sold 19.7 million and 4.3 million shares, respectively of the Company's common stock at prevailing market prices through periodic trades on the open market and raised approximately $41.3 million and $5.6 million, respectively, net of fees. | |
On December 20, 2012, the Company issued 3.5 million shares of common stock for the remaining 61 percent of outstanding Versa shares. | |
On September 4, 2013, the Company entered into a co-marketing agreement with NRG Energy ("NRG") for the marketing and sales of the Company's power plants. The terms of the agreement included the issuance of warrants to NRG that permit NRG to purchase up to 5.0 million shares of the Company's common stock at predetermined prices based on attaining minimum sales goals. The first tranche of 1.25 million warrants expired unvested on March 1, 2014. There are two tranches remaining of warrants with varying strike prices, varying minimum levels of qualifying orders, and different vesting and expiration dates. The weighted average strike price for the remaining 3.75 million warrants is $2.08. The qualifying order vesting dates range from December 2014 through September 2015 and the expiration dates range from December 2017 through August 2018. Any costs associated with the warrants will be recorded as a reduction of potential future revenue recorded under the arrangement. No warrants were vested at October 31, 2014 and no expense has been recorded. | |
On April 30, 2012, POSCO Energy purchased, and the Company issued, 20.0 million shares of common stock at a price of $1.50 per share for proceeds of $30.0 million. | |
On March 27, 2012, the Company completed a public offering of 23.0 million shares of common stock, including 3.0 million shares sold pursuant to the full exercise of an over-allotment option previously granted to the underwriters. All shares were offered by the Company at a price of $1.50 per share. Total net proceeds to the Company were approximately $32.0 million. |
Preferred_Stock
Preferred Stock | 12 Months Ended | |
Oct. 31, 2014 | ||
Preferred Stock [Abstract] | ||
Redeemable Preferred Stock | Note 12. Redeemable Preferred Stock | |
Redeemable Series B Preferred Stock | ||
We have 250,000 shares of our 5 percent Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000) (“Series B Preferred Stock”) authorized for issuance. At October 31, 2014 and 2013, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. The following is a summary of certain provisions of our Series B Preferred Stock. | ||
• | Ranking — Shares of Series B Preferred Stock rank with respect to dividend rights and rights upon our liquidation, winding up or dissolution: | |
• | senior to shares of our common stock; | |
• | junior to our debt obligations; and | |
• | effectively junior to our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. | |
• | Dividends - The Series B Preferred Stock pays cumulative annual dividends of $50 per share which are payable quarterly in arrears on February 15, May 15, August 15 and November 15, and if declared by the board of directors. Dividends accumulate and are cumulative from the date of original issuance. Accumulated dividends on the Series B Preferred Stock do not bear interest. | |
The dividend rate is subject to upward adjustment as set forth in the Certificate of Designation if we fail to pay, or to set apart funds to pay, any quarterly dividend. The dividend rate is also subject to upward adjustment as set forth in the Registration Rights Agreement entered into with the Initial Purchasers if we fail to satisfy our registration obligations with respect to the Series B Preferred Stock (or the underlying common shares) under the Registration Rights Agreement. | ||
The dividend on the Series B Preferred Stock may be paid in cash; or at the option of the holder, in shares of our common stock, which will be registered pursuant to a registration statement to allow for the immediate sale of these common shares in the public market. Dividends of $3.2 million were paid in cash in each of the years ended October 31, 2014, 2013 and 2012. There were no cumulative unpaid dividends at October 31, 2014 and 2013. | ||
• | Liquidation - The Series B Preferred Stock stockholders are entitled to receive, in the event that we are liquidated, dissolved or wound up, whether voluntary or involuntary, $1,000 per share plus all accumulated and unpaid dividends to the date of that liquidation, dissolution, or winding up (“Liquidation Preference”). Until the holders of Series B Preferred Stock receive their Liquidation Preference in full, no payment will be made on any junior shares, including shares of our common stock. After the Liquidation Preference is paid in full, holders of the Series B Preferred Stock will not be entitled to receive any further distribution of our assets. At October 31, 2014 and 2013, the Series B Preferred Stock had a Liquidation Preference of $64.0 million. | |
• | Conversion Rights - Each Series B Preferred Stock share may be converted at any time, at the option of the holder, into 85.1064 shares of our common stock (which is equivalent to an initial conversion price of $11.75 per share) plus cash in lieu of fractional shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as described below, but will not be adjusted for accumulated and unpaid dividends. If converted, holders of Series B Preferred Stock do not receive a cash payment for all accumulated and unpaid dividends; rather, all accumulated and unpaid dividends are canceled. | |
We may, at our option, cause shares of Series B Preferred Stock to be automatically converted into that number of shares of our common stock that are issuable at the then prevailing conversion rate. We may exercise our conversion right only if the closing price of our common stock exceeds 150 percent of the then prevailing conversion price ($11.75 at October 31, 2014) for 20 trading days during any consecutive 30 trading day period, as described in the Certificate of Designation. | ||
If holders of Series B Preferred Stock elect to convert their shares in connection with certain fundamental changes, as defined, we will in certain circumstances increase the conversion rate by a number of additional shares of common stock upon conversion or, in lieu thereof, we may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that shares of our Series B Preferred Stock are converted into shares of the acquiring or surviving company, in each case as described in the Certificate of Designation. | ||
The adjustment of the conversion price is to prevent dilution of the interests of the holders of the Series B Preferred Stock from certain dilutive transactions with holders of common stock. | ||
• | Redemption — We do not have the option to redeem the shares of Series B Preferred Stock. However, holders of the Series B Preferred Stock can require us to redeem all or part of their shares at a redemption price equal to the Liquidation Preference of the shares to be redeemed in the case of a fundamental change, as defined. | |
We may, at our option, elect to pay the redemption price in cash or, in shares of our common stock valued at a discount of 5 percent from the market price of shares of our common stock, or any combination thereof. Notwithstanding the foregoing, we may only pay such redemption price in shares of our common stock that are registered under the Securities Act of 1933 and eligible for immediate sale in the public market by non-affiliates of the Company. | ||
• | Voting Rights - Holders of Series B Preferred Stock currently have no voting rights. | |
Series 1 Preferred Shares | ||
In connection with our acquisition of Global Thermoelectric Inc. (“Global”) in November 2003, we acquired the obligations of Global pursuant to its outstanding 1,000,000 Series 2 Preferred Shares (“Series 2 Preferred Shares”) which continued to be held by Enbridge, Inc. With the sale of Global in May of 2004, the Series 2 Preferred Shares were canceled, and replaced with substantially equivalent Series 1 Preferred Shares (“Series 1 Preferred Shares”) issued by FuelCell Energy Ltd. (“FCE Ltd”). | ||
On March 31, 2011, the Company entered into an agreement with Enbridge, Inc. (“Enbridge”) to modify the Class A Cumulative Redeemable Exchangeable Preferred Shares agreement (the “Series 1 preferred share agreement”) between FCE Ltd, a wholly-owned subsidiary of FuelCell, and Enbridge, the sole holder of the Series 1 preferred shares. Consistent with the previous Series 1 preferred share agreement, FuelCell continues to guarantee the return of principal and dividend obligations of FCE Ltd. to the Series 1 preferred shareholders under the modified agreement. | ||
The modified terms of the Series 1 Preferred Shares provides for payments of (i) annual dividend payments of Cdn. $500,000 and (ii) annual return of capital payments of Cdn. $750,000. These payments commenced on March 31, 2011 and will end on December 31, 2020. On December 31, 2020 the amount of all accrued and unpaid dividends on the Series 1 Preferred Shares of Cdn. $21.1 million and the balance of the principal redemption price of Cdn. $4.4 million shall be paid to the holders of the Series 1 Preferred Shares. FCE Ltd. has the option of making dividend payments in the form of common stock or cash under the Series 1 Preferred Shares provisions. | ||
The Company assessed the accounting guidance related to the classification of the preferred shares after the modification on March 31, 2011 and concluded that the preferred shares should be classified as a mandatorily redeemable financial instrument, and presented as a liability on the consolidated balance sheet. | ||
The Company made its scheduled payments of Cdn. $1.3 million, Cdn. $1.3 million and Cdn. $4.4 million during fiscal year 2014, 2013 and 2012, under the terms of the modified agreement, including the recording of interest expense, which reflects the fair value discount, of approximately Cdn. $2.1 million, Cdn. $2.0 million and Cdn. $2.0 million, respectively. At October 31, 2014 and 2013, the carrying value of the Series 1 Preferred shares was Cdn. $15.8 million ($14.2 million USD) and Cdn. $15.0 million ($14.3 million USD), respectively and is classified as preferred stock obligation of subsidiary on the consolidated balance sheets. | ||
In addition to the above, the significant terms of the Series 1 Preferred Shares include the following: | ||
• | Voting Rights —The holders of the Series 1 Preferred Shares are not entitled to any voting rights. | |
• | Dividends — Dividend payments can be made in cash or common stock of the Company, at the option of FCE Ltd., and if common stock is issued it may be unregistered. If FCE Ltd. elects to make such payments by issuing common stock of the Company, the number of common shares is determined by dividing the cash dividend obligation by 95 percent of the volume weighted average price in US dollars at which board lots of the common shares have been traded on NASDAQ during the 20 consecutive trading days preceding the end of the calendar quarter for which such dividend in common shares is to be paid converted into Canadian dollars using the Bank of Canada’s noon rate of exchange on the day of determination. | |
• | Redemption — The Series 1 Preferred Shares are redeemable by FCE Ltd. for Cdn. $25 per share less any amounts paid as a return of capital in respect of such share plus all unpaid dividends and accrued interest. Holders of the Series 1 Preferred Shares do not have any mandatory or conditional redemption rights. | |
• | Liquidation or Dissolution — In the event of the liquidation or dissolution of FCE Ltd., the holders of Series 1 Preferred Shares will be entitled to receive Cdn. $25 per share less any amounts paid as a return of capital in respect of such share plus all unpaid dividends and accrued interest. The Company has guaranteed any liquidation obligations of FCE Ltd. | |
• | Exchange Rights — A holder of Series 1 Preferred Shares has the right to exchange such shares for fully paid and non-assessable common stock of the Company at the following exchange prices: | |
• | Cdn. $129.46 per share of common stock after July 31, 2010 until July 31, 2015; | |
• | Cdn. $138.71 per share of common stock after July 31, 2015 until July 31, 2020; and | |
• | at any time after July 31, 2020, at a price equal to 95 percent of the then current market price (in Cdn. $) of the Company’s common stock at the time of conversion. | |
The exchange rates set forth above shall be adjusted if the Company: (i) subdivides or consolidates the common stock; (ii) pays a stock dividend; (iii) issues rights, options or other convertible securities to the Company's common stockholders enabling them to acquire common stock at a price less than 95 percent of the then-current price; or (iv) fixes a record date to distribute to the Company's common stockholders shares of any other class of securities, indebtedness or assets. | ||
Derivative liability related to Series 1 Preferred Shares | ||
The conversion feature and variable dividend contained in the terms of the Series 1 Preferred Shares are not clearly and closely related to the characteristics of the Series 1 Preferred Shares. Accordingly, these features qualify as embedded derivative instruments and are required to be accounted for separately and recorded as derivative financial instruments at fair value. | ||
The conversion feature is valued using a lattice model. Based on the pay-off profiles of the Series 1 Preferred Shares, it is assumed that we will exercise the call option to force conversion in 2020. Conversion after 2020 delivers a fixed pay-off to the investor, and is modeled as a fixed payment in 2020. The cumulative dividend is modeled as a quarterly cash dividend component (to satisfy minimum dividend payment requirement), and a one-time cumulative dividend payment in 2020. | ||
The variable dividend is valued using a Monte Carlo simulation model. | ||
The assumptions used in these valuation models include historical stock price volatility, risk-free interest rate and a credit spread based on the yield indexes of technology high yield bonds, foreign exchange volatility as the security is denominated in Canadian dollars, and the closing price of our common stock. The aggregate fair value of these derivatives included within long-term debt and other liabilities on the consolidated balance sheets at October 31, 2014 and 2013 was $0.7 million. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Segment Information [Abstract] | |||||||||||||
Segment Information | Note 13. Segment Information | ||||||||||||
We are engaged in the development, design, production, sale and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. Due to the nature of the internal financial and operational reports reviewed by the chief operating decision maker, who does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if it operated as a standalone business segment, we have identified one business segment: fuel cell power plant production and research. | |||||||||||||
Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2014, 2013 and 2012 was as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 52,765 | $ | 80,199 | $ | 26,929 | |||||||
South Korea | 124,669 | 101,928 | 92,163 | ||||||||||
England | 119 | 2,036 | 1,061 | ||||||||||
Indonesia | — | — | 147 | ||||||||||
Germany | 869 | 1,503 | 128 | ||||||||||
Canada | 820 | 1,912 | 175 | ||||||||||
Spain | 1,051 | 80 | — | ||||||||||
Total | $ | 180,293 | $ | 187,658 | $ | 120,603 | |||||||
Service agreement revenue which is included within Service agreements and license revenues on the consolidated statement of operations was $21.7 million, $24.0 million and $18.2 million, for the years ended October 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Long-lived assets located outside of the United States at October 31, 2014 and 2013 are not significant individually or in the aggregate. |
Benefit_Plans
Benefit Plans | 12 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Benefit Plans | Note 14. Benefit Plans | ||||||||||||||||
We have shareholder approved equity incentive plans, a shareholder approved Section 423 Stock Purchase Plan (the “ESPP”) and an employee tax-deferred savings plan, which are described in more detail below. | |||||||||||||||||
Equity Incentive Plans | |||||||||||||||||
The Board adopted the 2006 and 2010 Equity Incentive Plans (collectively, the “Equity Plans”). Pursuant to the Equity Plans, 18.0 million shares of common stock were reserved for issuance. The Board is authorized to grant incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units ("RSUs"), performance units, performance shares, dividend equivalent rights and other stock based awards to our officers, key employees and non-employee directors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. During the second quarter of fiscal year 2013, the Company established an international award program to provide RSUs for the benefit of certain employees outside the United States. At October 31, 2014, there were 7.5 million shares available for grant. As of October 31, 2014 equity awards outstanding consisted of incentive stock options, nonstatutory stock options, RSAs and RSUs. The 1998 Equity Incentive Plan remains in effect only to the extent of awards outstanding under the plan as of October 31, 2014. | |||||||||||||||||
Share-based compensation was reflected in the consolidated statements of operations as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of revenues | $ | 751 | $ | 584 | $ | 587 | |||||||||||
General and administrative expense | 1,718 | 1,325 | 1,182 | ||||||||||||||
Research and development expense | 436 | 308 | 280 | ||||||||||||||
Total share-based compensation | $ | 2,905 | $ | 2,217 | $ | 2,049 | |||||||||||
Stock Options | |||||||||||||||||
We account for stock options awarded to employees and non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected life (in years) | 7 | 7 | 7 | ||||||||||||||
Risk free interest rate | 2.3 | % | 1.2 | % | 1.6 | % | |||||||||||
Volatility | 81.1 | % | 76.5 | % | 75.5 | % | |||||||||||
Dividends yield | — | % | — | % | — | % | |||||||||||
The expected life is the period over which our employees are expected to hold the options and is based on historical data for similar grants. The risk free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected volatility is based on the historical volatility of our stock. Dividend yield is based on our expected dividend payments over the expected life. | |||||||||||||||||
The following table summarizes our stock option activity for the year ended October 31, 2014: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Option | |||||||||||||||||
Options | Shares | Price | |||||||||||||||
Outstanding at October 31, 2013 | 3,181,464 | $ | 6.42 | ||||||||||||||
Granted | 146,841 | $ | 2.42 | ||||||||||||||
Canceled | (300,225 | ) | $ | 12.18 | |||||||||||||
Outstanding at October 31, 2014 | 3,028,080 | $ | 5.66 | ||||||||||||||
The weighted average grant-date fair value per share for options granted during the years ended October 31, 2014, 2013 and 2012 was $1.79, $0.66 and $0.89, respectively. There were no options exercised in fiscal year 2014, 2013 or 2012. | |||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at October 31, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Weighted | Weighted Average | Weighted Average | |||||||||||||||
Average | |||||||||||||||||
Range of | Number | Remaining | Exercise | Number | Exercise | ||||||||||||
Exercise Prices | outstanding | Contractual Life | Price | exercisable | Price | ||||||||||||
$0.26 — $5.10 | 1,367,028 | 7 | $ | 1.89 | 1,293,606 | $ | 1.86 | ||||||||||
$5.11 — $9.92 | 1,218,404 | 2.4 | $ | 8.09 | 1,218,404 | $ | 8.09 | ||||||||||
$9.93 — $14.74 | 442,648 | 1.5 | $ | 10.6 | 442,648 | $ | 10.6 | ||||||||||
3,028,080 | 4.3 | $ | 5.66 | 2,954,658 | $ | 5.74 | |||||||||||
There was no intrinsic value for options outstanding and exercisable at October 31, 2014. | |||||||||||||||||
Restricted Stock Awards and Units | |||||||||||||||||
The following table summarizes our RSA and RSU activity for the year ended October 31, 2014: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Restricted Stock Awards and Units | Shares | Price | |||||||||||||||
Outstanding at October 31, 2013 | 5,036,104 | $ | 1.2 | ||||||||||||||
Granted | 1,410,479 | $ | 2.39 | ||||||||||||||
Vested | (1,654,775 | ) | $ | 1.36 | |||||||||||||
Forfeited | (67,728 | ) | $ | 1.24 | |||||||||||||
Outstanding at October 31, 2014 | 4,724,080 | $ | 1.49 | ||||||||||||||
RSA and RSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally four years. At October 31, 2014, there were 4.7 million outstanding RSAs and RSUs had an average remaining life of 2.5 years and an aggregate intrinsic value of $8.8 million. | |||||||||||||||||
At October 31, 2014, total compensation cost related to nonvested stock options and RSAs including RSUs not yet recognized was $0.1 million and $5.5 million, respectively, which is expected to be recognized over the next 0.4 and 2.5 years, respectively, on a weighted-average basis. | |||||||||||||||||
Stock Awards | |||||||||||||||||
Stock may be issued to employees as part of the annual incentive bonus. During fiscal year 2012, we issued 550,355 shares of common stock, respectively, in lieu of cash bonuses, with a value of $0.6 million to fulfill the accrued obligation from the prior fiscal year. Beginning in fiscal year 2013, the bonus was paid in cash to fulfill the accrued obligation from the prior fiscal year and no stock awards were issued for fiscal year 2013 and fiscal year 2014. | |||||||||||||||||
During the years ended October 31, 2014 and 2013, we awarded 11,570 shares and 29,787 shares, respectively, of fully vested, unrestricted shares of common stock to the independent members of our board of directors as a component of board of director compensation which resulted in recognizing $0.1 million or less of expense for each of the respective years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85 percent of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85 percent of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of six months after the date of purchase. At October 31, 2014, there were 282,209 shares of common stock available for issuance under the ESPP. | |||||||||||||||||
ESPP activity for the year ended October 31, 2014 was as follows: | |||||||||||||||||
Number of | |||||||||||||||||
ESPP | Shares | ||||||||||||||||
Balance at October 31, 2013 | 549,584 | ||||||||||||||||
Issued @ $0.85 | (124,334 | ) | |||||||||||||||
Issued @ $1.13 | (143,041 | ) | |||||||||||||||
Available for issuance at October 31, 2014 | 282,209 | ||||||||||||||||
The fair value of shares under the ESPP was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected life (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
Risk free interest rate | 0.08 | % | 0.15 | % | 0.07 | % | |||||||||||
Volatility | 75 | % | 75 | % | 92 | % | |||||||||||
Dividends yield | — | % | — | % | — | % | |||||||||||
The weighted-average fair value of shares issued under the ESPP during fiscal year 2014 was $1.00 per share. | |||||||||||||||||
Employee Tax-Deferred Savings Plans | |||||||||||||||||
We offer a 401(k) plan (the “Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Employee contributions are fully vested when made. Under the Plan, there is no option available to the employee to receive or purchase our common stock. After suspending our matching contribution in February 2009, we commenced matching contributions of 1 percent in January 2012 and increased the amount to 2 percent in January 2013. Matching contributions under the Plan were $0.3 million and $0.3 million for the years ended October 31, 2014 and 2013, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Note 15. Income Taxes [Abstract] | |||||||||||||
Income Taxes | Note 15. Income Taxes | ||||||||||||
The components of loss from continuing operations before income taxes for the years ended October 31, 2014, 2013, and 2012 were as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. | $ | (35,167 | ) | $ | (31,044 | ) | $ | (35,535 | ) | ||||
Foreign | (3,228 | ) | (3,904 | ) | (302 | ) | |||||||
Loss before income taxes | $ | (38,395 | ) | $ | (34,948 | ) | $ | (35,837 | ) | ||||
There was current income tax expense of $0.5 million, $0.4 million and $0.07 million related to foreign withholding taxes and income taxes in South Korea and no deferred federal income tax expense (benefit) for each of the years ended October 31, 2014, 2013 and 2012, respectively. Franchise tax expense, which is included in administrative and selling expenses, was $0.2 million for the years ended October 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2014, 2013 and 2012 was as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | |||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State taxes net of Federal benefits | (1.8 | )% | (1.7 | )% | (2.6 | )% | |||||||
Foreign withholding tax | 1 | % | 0.9 | % | 0.2 | % | |||||||
Net operating loss adjustment and true-ups | (25.4 | )% | 0.1 | % | (34.9 | )% | |||||||
Nondeductible expenditures | 14.5 | % | 0.8 | % | 1.2 | % | |||||||
Change in state tax rate | (0.8 | )% | 10.5 | % | (6.8 | )% | |||||||
Other, net | 0.4 | % | 4.1 | % | (0.1 | )% | |||||||
Valuation allowance | 47.1 | % | 20.3 | % | 77.2 | % | |||||||
Effective income tax rate | 1 | % | 1 | % | 0.2 | % | |||||||
Our deferred tax assets and liabilities consisted of the following at October 31, 2014 and 2013: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Compensation and benefit accruals | $ | 7,591 | $ | 6,452 | |||||||||
Bad debt and other reserves | 1,859 | 1,841 | |||||||||||
Capital loss and tax credit carry-forwards | 13,486 | 13,582 | |||||||||||
Net operating losses (domestic and foreign) | 247,170 | 228,154 | |||||||||||
Deferred license revenue | 8,894 | 8,033 | |||||||||||
Lower of cost or market inventory reserves | 521 | 509 | |||||||||||
Investment in partnerships | 404 | 419 | |||||||||||
Accumulated depreciation | 590 | 625 | |||||||||||
Gross deferred tax assets: | 280,515 | 259,615 | |||||||||||
Valuation allowance | (280,515 | ) | (259,615 | ) | |||||||||
Deferred tax assets after valuation allowance | — | — | |||||||||||
Deferred tax liability: | |||||||||||||
In process research and development | (3,377 | ) | (3,377 | ) | |||||||||
Net deferred tax liability | $ | (3,377 | ) | $ | (3,377 | ) | |||||||
We continually evaluate our deferred tax assets as to whether it is “more likely than not” that the deferred tax assets will be realized. In assessing the realizability of our deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable, management believes that significant uncertainty exists surrounding the recoverability of the deferred tax assets. As a result, we recorded a full valuation allowance against our deferred tax assets. Approximately $4.3 million of the valuation allowance will reduce additional paid in capital upon subsequent recognition of any related tax benefits. In connection with our acquisition of Versa we recorded a deferred tax liability for IPR&D, which has an indefinite life. Accordingly, we do not consider it to be a source of taxable income in evaluating the recoverability of our deferred tax assets. | |||||||||||||
At October 31, 2014, we had federal and state NOL carryforwards of $655.0 million and $396.0 million, respectively, for which a portion of the NOL has not been recognized in connection with share-based compensation. The Federal NOL carryforwards expire in varying amounts from 2020 through 2034 while state NOL carryforwards expire in varying amounts from fiscal year 2014 through 2034. Additionally, we had $10.4 million of state tax credits available, of which $1.0 million expires in fiscal year 2018. The remaining credits do not expire. | |||||||||||||
Certain transactions involving the Company’s beneficial ownership occurred in fiscalyear 2014 and prior years, which could have resulted in a stock ownership change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended. We have completed a detailed Section 382 study in fiscal year 2014 to determine if any of our NOL and credit carryovers will be subject to limitation. Based on that study we have determined that there was no ownership change as of the end of our fiscal year 2014 under Section 382. The acquisition of VERSA in the prior fiscal year triggered a Section 382 ownership change which will limit the future usage of some of the Federal and state NOLs. The Federal and state NOLs that are non 382-limited are included in the NOL deferred tax assets as disclosed. | |||||||||||||
As discussed in Note 1, the Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. | |||||||||||||
The liability for unrecognized tax benefits at October 31, 2014 and 2013 was $15.7 million. This amount is directly associated with a tax position taken in a year in which federal and state NOL carryforwards were generated. Accordingly, the amount of unrecognized tax benefit has been presented as a reduction in the reported amounts of our federal and state NOL carryforwards. It is our policy to record interest and penalties on unrecognized tax benefits as income taxes; however, because of our significant NOLs, no provision for interest or penalties has been recorded. | |||||||||||||
We file income tax returns in the U.S. and various states, primarily Connecticut and California, as well as income tax returns required internationally for South Korea and Germany. We are open to examination by the Internal Revenue Service and various states in which we file for fiscal years 1998 to the present. We are currently not under any income tax examinations. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings Per Share | Note 16. Earnings Per Share | ||||||||||||
Basic earnings (loss) per common share (“EPS”) are generally calculated as income (loss) available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income (loss) available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. | |||||||||||||
The calculation of basic and diluted EPS for the years ended October 31, 2014, 2013 and 2012 was as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator | |||||||||||||
Net loss | $ | (38,883 | ) | $ | (35,319 | ) | $ | (35,906 | ) | ||||
Net loss attributable to noncontrolling interest | 758 | 961 | 411 | ||||||||||
Preferred stock dividend | (3,200 | ) | (3,200 | ) | (3,201 | ) | |||||||
Net loss to common shareholders | $ | (41,325 | ) | $ | (37,558 | ) | $ | (38,696 | ) | ||||
Denominator | |||||||||||||
Weighted average basic common shares | 245,686,983 | 186,525,001 | 165,471,261 | ||||||||||
Effect of dilutive securities (1) | — | — | — | ||||||||||
Weighted average diluted common shares | 245,686,983 | 186,525,001 | 165,471,261 | ||||||||||
Basic loss per share | (0.17 | ) | (0.20 | ) | (0.23 | ) | |||||||
Diluted loss per share (1) | (0.17 | ) | (0.20 | ) | (0.23 | ) | |||||||
-1 | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. Potentially dilutive instruments include stock options, warrants, unvested RSAs and RSUs, convertible preferred stock and convertible notes. At October 31, 2014, 2013 and 2012, there were options to purchase 3.0 million, 3.2 million and 3.1 million shares of common stock, respectively and at October 31, 2014 and 2013, there were warrants to purchase 5.75 million and 5.0 million, respectively shares of common stock that were not included in the calculation of diluted earnings per share as they would be antidiulutive. There were no warrants outstanding at October 31, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Commitments and Contingencies | Note 17. Commitments and Contingencies | ||||||||
Lease agreements | |||||||||
At October 31, 2014 and 2013, we had capital lease obligations of $0.7 million and $0.5 million, respectively. Lease payment terms are thirty-six months from the date of lease. | |||||||||
We also lease certain computer and office equipment and manufacturing facilities in Torrington, and Danbury, Connecticut under operating leases expiring on various dates through 2015. Rent expense was $1.7 million, $1.6 million and $1.6 million for the years ended October 2014, 2013 and 2012, respectively. | |||||||||
Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2014 were as follows: | |||||||||
Operating | Capital | ||||||||
Leases | Leases | ||||||||
2015 | $ | 1,978 | $ | 276 | |||||
2016 | 1,087 | 310 | |||||||
2017 | 711 | 110 | |||||||
2018 | 578 | 20 | |||||||
2019 | 330 | 5 | |||||||
Thereafter | 318 | — | |||||||
Total | $ | 5,002 | $ | 721 | |||||
Service and warranty agreements | |||||||||
Under the provisions of our service agreements, we provide services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of our service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module. An estimate is not recorded for a potential performance guarantee liability until a performance issue has occurred on a particular power plant. At that point, the actual power plant’s output is compared against the minimum output guarantee and an accrual is recorded. The review of power plant performance is updated for each reporting period to incorporate the most recent performance of the power plant and minimum output guarantee payments made to customers, if any. The Company has provided for an accrual for performance guarantees, based on actual historical fleet performance, which totaled $0.8 million and $0.5 million at October 31, 2014 and 2013, respectively, and is recorded in Accrued Liabilities. | |||||||||
Our loss accrual on service agreements, excluding the accrual for performance guarantees, totaled $3.0 million and $3.7 million at October 31, 2014 and 2013, respectively and is recorded in Accrued Liabilities. Our accrual estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. | |||||||||
Power purchase agreements | |||||||||
Under the terms of our PPAs, customers agree to purchase power from our fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and future electricity pricing available from the grid. As owner of the power plants, we are responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, we are also responsible for procuring fuel, generally natural gas, to run the power plants. We are typically not required to produce minimum amounts of power under our PPA agreements and we typically have the right to terminate PPA agreements by giving written notice to the customer, subject to certain exit costs. | |||||||||
Other | |||||||||
We are involved in legal proceedings, claims and litigation arising out of the ordinary conduct of our business. Although we cannot assure the outcome, management presently believes that the result of such legal proceedings, either individually, or in the aggregate, will not have a material adverse effect on our consolidated financial statements, and no material amounts have been accrued in our consolidated financial statements with respect to these matters. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||
Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information | ||||||||||||
The following represents supplemental cash flow information: | |||||||||||||
Year Ended October 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash interest paid | $ | 1,892 | $ | 280 | $ | 302 | |||||||
Income taxes paid | $ | 35 | 17 | — | |||||||||
Noncash financing and investing activity: | |||||||||||||
Common stock issued for convertible note conversions and make-whole settlements | $ | 46,186 | $ | — | $ | — | |||||||
Common stock issued for employee annual incentive bonus | $ | — | — | 550 | |||||||||
Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions | $ | 106 | 85 | 84 | |||||||||
Common stock issued for acquisition of Versa | $ | — | 3,563 | — | |||||||||
Accrued sale of common stock, cash received in a subsequent period | $ | 633 | 509 | $ | — | ||||||||
Quarterly_Information_Unaudite
Quarterly Information (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||||||
Quarterly Information (Unaudited) [Abstract] | |||||||||||||||||||||
Quarterly Information (Unaudited) | Note 19. Quarterly Information (Unaudited) | ||||||||||||||||||||
Selected unaudited financial data for each quarter of fiscal year 2014 and 2013 is presented below. We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. | |||||||||||||||||||||
First | Second | Third | Fourth | Full | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||||
Year ended October 31, 2014 | |||||||||||||||||||||
Revenues | $ | 44,434 | $ | 38,274 | $ | 43,176 | $ | 54,409 | $ | 180,293 | |||||||||||
Gross profit | 2,199 | 1,611 | 3,961 | 5,955 | 13,726 | ||||||||||||||||
Loss on operations | (7,570 | ) | (8,773 | ) | (6,000 | ) | (4,968 | ) | (27,311 | ) | |||||||||||
Net loss | (10,815 | ) | (16,039 | ) | (7,139 | ) | (4,890 | ) | (38,883 | ) | |||||||||||
Preferred stock dividends | (800 | ) | (800 | ) | (800 | ) | (800 | ) | (3,200 | ) | |||||||||||
Net loss to common shareholders | (11,404 | ) | (16,643 | ) | (7,778 | ) | (5,500 | ) | (41,325 | ) | |||||||||||
Net loss to common shareholders per basic and diluted common share (1) | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.17 | ) | ||||||
Year ended October 31, 2013 | |||||||||||||||||||||
Revenues | $ | 36,358 | $ | 42,436 | $ | 53,707 | $ | 55,157 | $ | 187,658 | |||||||||||
Gross profit (loss) | (2,311 | ) | 2,314 | 4,522 | 2,597 | 7,122 | |||||||||||||||
Loss on operations | (11,070 | ) | (7,197 | ) | (4,594 | ) | (6,952 | ) | (29,813 | ) | |||||||||||
Net loss | (11,879 | ) | (7,629 | ) | (5,814 | ) | (9,997 | ) | (35,319 | ) | |||||||||||
Preferred stock dividends | (800 | ) | (800 | ) | (800 | ) | (800 | ) | (3,200 | ) | |||||||||||
Net loss to common shareholders | (12,481 | ) | (8,165 | ) | (6,412 | ) | (10,500 | ) | (37,558 | ) | |||||||||||
Net loss to common shareholders per basic and diluted common share (1) | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.06 | ) | (0.20 | ) | |||||||
-1 | The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Nature_of_Business_and_Basis_o1
Nature of Business and Basis of Presentation Level 2 (Policies) | 12 Months Ended | |||||||||
Oct. 31, 2014 | ||||||||||
Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents and Restricted Cash | |||||||||
All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. At October 31, 2014, $25.1 million of cash and cash equivalents was pledged as collateral for letters of credit for certain banking requirements and contractual commitments, compared to $10.0 million pledged at October 31, 2013. The restricted cash balance at October 31, 2014 includes $15.0 million which has been placed in a Grantor's Trust account to secure certain FCE obligations under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. At October 31, 2014 and 2013, we had outstanding letters of credit of $7.4 million and $7.7 million, respectively. | ||||||||||
Inventory and Advance Payments to Vendors, Policy [Policy Text Block] | Inventories and Advance Payments to Vendors | |||||||||
Inventories consist principally of raw materials and work-in-process. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as other current assets on the consolidated balance sheets. | ||||||||||
Inventories are reviewed to determine if reserves are required for obsolescence (excess, obsolete, and slow-moving inventory). This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. | ||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment | |||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. | ||||||||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intellectual Property | |||||||||
Intellectual property, including internally generated patents and know-how, is carried at no value. | ||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets | |||||||||
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. | ||||||||||
Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (ASC 350) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. | ||||||||||
The Company completed its annual impairment analysis of goodwill and intangible assets with indefinite lives at July 31, 2014 during the fourth quarter of fiscal year 2014 which was completed at the reporting unit level. The goodwill and intangible assets all relate to the Company's Versa reporting unit, since Versa has a segment manager that regularly reviews the results of that operation. Goodwill and other indefinite lived intangible assets are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. No impairment charges were recorded during fiscal year 2014 or fiscal year 2013. | ||||||||||
Impairment of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long Lived Assets | |||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. | ||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | |||||||||
We earn revenue from (i) the sale and installation of fuel cell power plants (ii) the sale of fuel cell modules, component part kits and spare parts to customers, (iii) site engineering and construction services, (iv) providing services under service agreements, (v) the sale of electricity under PPAs , (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) customer-sponsored advanced technology projects. | ||||||||||
The Company periodically enters into arrangements with customers that involve multiple elements of the above items. We assess such contracts to evaluate whether there are multiple deliverables, and whether the consideration under the arrangement is being appropriately allocated to each of the deliverables. | ||||||||||
Our revenue is primarily generated from customers located throughout the U.S. and Asia and from agencies of the U.S. Government. Revenue from product and module kit sales, construction services and component part revenue is recorded as product sales in the consolidated statements of operations. Construction services includes engineering, procurement and construction (EPC) services of the overall fuel cell project. The installation of a power plant at a customer site includes significant site preparation which is included in the EPC component and is required to be completed before integration of the fuel cell power plant. Revenue from service agreements, PPAs, license and royalty revenue and engineering services revenue is recorded as service and license revenues. Revenue from customer-sponsored advanced technology research and development projects is recorded as advanced technologies contract revenues in the consolidated statements of operations. | ||||||||||
For customer contracts for complete DFC Power Plants which the Company has adequate cost history and estimating experience, and that management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience of our engineers, program managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract's schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods. Revenues are recognized based on the percentage of the contract value that incurred costs to date bear to estimated total contract costs, after giving effect to estimates of costs to complete based on most recent information. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. We have recorded an estimated contract loss reserve of $0.03 million and $0.09 million at October 31, 2014 and October 31, 2013, respectively. Actual results could vary from initial estimates and reserve estimates will be updated as conditions change. | ||||||||||
Revenue from the sale of fuel cell modules, kits and spare parts is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. | ||||||||||
Site engineering and construction services revenue is recognized on a percentage of completion basis as costs are incurred. | ||||||||||
Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements are generally expected to be incurred on a straight-line basis. For service agreements where we expect to have a module exchange at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange is deferred and is recognized upon such module replacement event. | ||||||||||
Under PPAs, revenue from the sale of electricity is recognized as electricity is provided to the customer. | ||||||||||
Beginning in fiscal year 2013, license fees and royalty income are included within revenues on the consolidated statement of operations. This change is a result of the license agreement entered into on October 31, 2012 for our core technology and the harmonization of the existing agreements to provide fees and royalties for the manufacture of complete DFC Power Plants. Classification as revenue is reflective of our Asia market partnership and royalty based strategy and this business activity is a significant component of non-product revenue. | ||||||||||
Revenue from funded advanced technology contracts is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from customer funded advanced technology programs are generally multi-year, cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. While advanced technology contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and funds are authorized. | ||||||||||
Warranty and Service Expense Recognition [Policy Text Block] | Warranty and Service Expense Recognition | |||||||||
We warranty our products for a specific period of time against manufacturing or performance defects. Our warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products, except for fuel cell kits. We have agreed to warranty fuel cell kits and components for 21 months from the date of shipment due to the additional shipping and customer manufacture time required. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. At October 31, 2014 and October 31, 2013, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet totaled $1.2 million and $0.9 million, respectively. | ||||||||||
In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees of $0.8 million and $0.5 million at October 31, 2014 and 2013, respectively. | ||||||||||
The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceed the remaining contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available, our limit of liability on service agreements and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. At October 31, 2014, our loss accruals on service agreements totaled $3.0 million compared to $3.7 million at October 31, 2013. | ||||||||||
At the end of our service agreements, customers are expected to either renew the service agreement or, based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being monitored or having routine service performed. At October 31, 2014, the asset related to the residual value of replacement modules in power plants under service agreements was $2.7 million compared to $2.9 million at October 31, 2013. | ||||||||||
During fiscal year 2011, the Company committed to a repair and upgrade program for a select group of 1.2 megawatt (MW) fuel cell modules produced between 2007 and early 2009. At October 31, 2014, the obligation to supply modules to POSCO Energy has been fulfilled and there is no remaining balance compared to $7.3 million accrued at October 31, 2013. | ||||||||||
Revenue Recognition, Services, Royalty Fees [Policy Text Block] | License Agreements and Royalty Income | |||||||||
We generally recognize license fees and other revenue over the term of the associated agreement. Beginning in fiscal year 2013, license fees and royalty income have been included within revenues on the consolidated statement of operations. This change is a result of the new license agreement entered into on October 31, 2012 for our core technology and the harmonization of the existing agreements to provide license fees and royalties for the value of complete DFC Power Plants sold by POSCO Energy. Classification as revenue is reflective of our Asia market partnership and royalty based strategy having become a significant component of non-product revenue. Prior to November 1, 2012, license fee and royalty income were classified as such in the accompanying Statement of Operations. | ||||||||||
The Company receives license fees and royalty income from POSCO Energy as a result of manufacturing and technology transfer agreements entered into in 2007, 2009 and 2012. The Cell Technology Transfer Agreement ("CTTA") we entered into on October 31, 2012 provides POSCO Energy with the technology to manufacture Direct FuelCell power plants in South Korea and the exclusive market access to sell power plants throughout Asia. In conjunction with this agreement we amended the 2010 manufacturing and distribution agreement with POSCO Energy and the 2009 License Agreement. The 2012 agreement and the previously referenced amendments contain multiple elements, including the license of technology and market access rights, fuel cell module kit product deliverables, as well as professional service deliverables. We identified these three items as deliverables under the multiple-element arrangement guidance and evaluated the estimated selling prices to allocate the relative fair value to these deliverables, as vendor-specific objective evidence and third-party evidence was not available. The Company's determination of estimated selling prices involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the tangible product and cost of professional service deliverables, the anticipated margin on those deliverables, prices charged when those deliverables are sold on a stand-alone basis in limited sales, and the Company's ongoing pricing strategy and practices used to negotiate and price overall bundled product, service and license arrangements. We are recognizing the consideration allocated to the license of technology and market access rights as revenue over the 15 year license term on a straight-line basis, and will recognize the amounts allocated to the module kit deliverables and professional service deliverables when such items are delivered to POSCO Energy. We have also determined that based on the utility to the customer of the fully developed technology that was licensed in the Cell Technology Transfer Agreement, there is stand-alone value for this deliverable. | ||||||||||
In conjunction with the CTTA, a $10.0 million fee was paid to the Company on November 1, 2012. Future fees, totaling $8.0 million are payable on a milestone basis between 2014 and 2016. In conjunction with the CTTA, the Company also amended the royalty provisions in the 2007 Technology Transfer, Distribution and Licensing Agreement ("TTA") and the 2009 Stack Technology Transfer and License Agreement ("STTA") revising the royalty from 4.1 percent to 3.0 percent of POSCO Energy net sales. The reduction in the royalty rate resulted in a net fee of $6.7 million paid to the Company in January 2013. | ||||||||||
Under the terms of the 2007 TTA, POSCO Energy manufactures balance of plant (“BOP”) in South Korea using its design, procurement and manufacturing expertise. The 2009 STTA allows POSCO Energy to produce fuel cell modules which will be combined with BOP manufactured in South Korea to complete electricity-producing fuel cell power plants for sale in South Korea. Under the STTA and prior to the CTTA, we were receiving 4.1 percent of the revenues generated from sales of fuel cell modules manufactured and sourced by POSCO Energy. The STTA also provided for an upfront license fee of $10.0 million. License fee income was recognized ratably over the 10-year term of the STTA through October 31, 2012. As a result of the CTTA, the remaining license fee income of $7.0 million is being recognized ratably over an additional 15 years beginning November 1, 2012. | ||||||||||
In September 2013, the Company entered into a revised Master Service Agreement with POSCO Energy, hereby POSCO Energy assumed more responsibility for servicing installations in Asia that utilize power plants manufactured by POSCO Energy. The Company will perform engineering and support services for each unit in the installed fleet and receive quarterly fees as well as a royalty on each scheduled fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. | ||||||||||
The Company recorded license and royalty income of $4.3 million, $4.1 million and $1.6 million for the years ended October 31, 2014, 2013 and 2012, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the payments discussed above as well as a 3.0 percent royalty on POSCO Energy net product sales related to FCE's technology and a 3.0 percent royalty on each scheduled fuel cell module replacement under terms of our Master Service Agreement. | ||||||||||
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue and Customer Deposits | |||||||||
We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. | ||||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs | |||||||||
We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. These costs are recorded as Advanced Technologies contract revenues in the consolidated statements of operations. | ||||||||||
Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. | ||||||||||
Share-based Compensation Policy [Policy Text Block] | Share-Based Compensation | |||||||||
We account for restricted stock awards (RSAs) and restricted stock units (RSUs) based on the closing market price of the Company's common stock on the date of grant. We account for stock options awarded to employees and non-employee directors under the fair value method of accounting using the Black-Scholes valuation model to estimate fair value at the grant date. The model requires us to make estimates and assumptions regarding the expected life of the option, the risk-free interest rate, the expected volatility of our common stock price and the expected dividend yield. The fair value of equity awards is amortized to expense over the vesting period, which is generally four years. Refer to Note 14 for additional information. | ||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | |||||||||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are determined based on net operating loss (“NOL”) carryforwards, research and development credit carryforwards, and differences between financial reporting and the income tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is unlikely that some or all of the deferred tax assets will be realized. | ||||||||||
The Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. | ||||||||||
Concentrations, Policy [Policy Text Block] | Concentrations | |||||||||
We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for advanced technologies contracts. For the years ended October 31, 2014, 2013 and 2012, our top five customers accounted for 88 percent, 88 percent and 83 percent, respectively, of our total annual consolidated revenue. | ||||||||||
The percent of consolidated revenues from each customer for the years ended October 31, 2014, 2013 and 2012, respectively are presented below. | ||||||||||
2014 | 2013 | 2012 | ||||||||
POSCO Energy | 69 | % | 54 | % | 76 | % | ||||
The United Illuminating Company | 9 | % | — | % | — | % | ||||
Bridgeport Dominion Fuel Cell, LLC | 3 | % | 29 | % | — | % | ||||
Department of Energy | 4 | % | 5 | % | 7 | % | ||||
NRG Energy | 3 | % | — | % | — | % | ||||
Total | 88 | % | 88 | % | 83 | % | ||||
POSCO Energy is a related party and owns approximately 11.0 percent of the outstanding common shares of the Company and NRG Energy is a related party and owns approximately 6 percent of the outstanding common shares of the Company. | ||||||||||
Derivatives, Policy [Policy Text Block] | Derivatives | |||||||||
We do not use derivatives for speculative purposes and through fiscal year end 2014, have not used derivatives for hedging or trading purposes. Derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. Derivative instruments also consisted of embedded derivatives for the change of control put redemption and an interest make-whole payment upon conversion feature embedded in the 8.0% Senior Unsecured Convertible Notes which required bifurcation from the host debt contract. We account for these derivatives using the fair-value method with changes in the underlying fair value recorded to earnings. Refer to Notes 10 and 12 for additional information. | ||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |||||||||
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, excess, slow-moving and obsolete inventories, product warranty costs, service agreement loss accruals, allowance for uncollectible receivables, depreciation and amortization, impairment of assets, taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. | ||||||||||
Foreign Currency Translations Policy [Policy Text Block] | Foreign Currency Translation | |||||||||
The translation of FuelCell Korea Ltd’s and FCES GmbH's financial statements results in translation gains or losses, which are recorded in accumulated other comprehensive income within stockholders’ equity (deficit). | ||||||||||
Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and therefore the temporal method of translation of foreign currencies is followed. The functional currency is U.S. dollars. We are subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized a gain of $0.6 million, a gain of $0.4 million and a gain of $0.1 million for the years ended October 31, 2014, 2013 and 2012, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. | ||||||||||
Recently Adopted Accounting Guidance [Policy Text Block] | Recently Adopted Accounting Guidance | |||||||||
None | ||||||||||
Recent Accounting Guidance Not Yet Effective [Policy Text Block] | Recent Accounting Guidance Not Yet Effective | |||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for fiscal years, and interim periods within those years beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. We are evaluating the financial statement impacts of the guidance in this ASU and determining which transition method we will utilize. |
Nature_of_Business_and_Basis_o2
Nature of Business and Basis of Presentation (Tables) | 12 Months Ended | |||||||||
Oct. 31, 2014 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Percent of customer consolidated revenues [Table Text Block] | The percent of consolidated revenues from each customer for the years ended October 31, 2014, 2013 and 2012, respectively are presented below. | |||||||||
2014 | 2013 | 2012 | ||||||||
POSCO Energy | 69 | % | 54 | % | 76 | % | ||||
The United Illuminating Company | 9 | % | — | % | — | % | ||||
Bridgeport Dominion Fuel Cell, LLC | 3 | % | 29 | % | — | % | ||||
Department of Energy | 4 | % | 5 | % | 7 | % | ||||
NRG Energy | 3 | % | — | % | — | % | ||||
Total | 88 | % | 88 | % | 83 | % |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||
Oct. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. | |||
Cash and cash equivalents | $ | 357 | ||
Accounts receivable | 1,133 | |||
Other current assets | 23 | |||
Property, plant and equipment | 480 | |||
Goodwill | 4,075 | |||
In-process research and development | 9,592 | |||
Other assets | 101 | |||
Accounts payable | (302 | ) | ||
Other current liabilities | (1,492 | ) | ||
Deferred tax liabilities (1) | (3,377 | ) | ||
Other long-term liabilities | (155 | ) | ||
Total identifiable net assets | $ | 10,435 | ||
(1) Classified in Long-term debt and other liabilities on the consolidated balance sheets. |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable at October 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Advanced Technology (including U.S. Government (1)): | |||||||||
Amount billed | $ | 2,517 | $ | 786 | |||||
Unbilled recoverable costs | 2,886 | 639 | |||||||
5,403 | 1,425 | ||||||||
Commercial customers: | |||||||||
Amount billed | 8,871 | 17,344 | |||||||
Unbilled recoverable costs | 50,101 | 30,347 | |||||||
58,972 | 47,691 | ||||||||
$ | 64,375 | $ | 49,116 | ||||||
. (1) Total U.S. Government accounts receivable outstanding at October 31, 2014 is $1.7 million |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories at October 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 25,460 | $ | 20,599 | |||||
Work-in-process (1) | 30,435 | 35,586 | |||||||
Net inventories | $ | 55,895 | $ | 56,185 | |||||
(1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process at October 31, 2014 and 2013 is $19.2 million and $5.8 million, respectively, of completed standard components. |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment at October 31, 2014 and 2013 consisted of the following: | ||||||||||
2014 | 2013 | Estimated Useful Life | |||||||||
Land | $ | 524 | $ | 524 | — | ||||||
Building and improvements | 9,117 | 8,679 | 10-26 years | ||||||||
Machinery, equipment and software | 75,868 | 73,051 | 3-8 years | ||||||||
Furniture and fixtures | 2,955 | 2,899 | 10 years | ||||||||
Power plants for use under PPAs | 996 | 8,216 | 3-10 years | ||||||||
Construction in progress | 10,534 | 9,537 | |||||||||
99,994 | 102,906 | ||||||||||
Less: Accumulated depreciation | (73,385 | ) | (78,681 | ) | |||||||
Property, plant and equipment, net | $ | 26,609 | $ | 24,225 | |||||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Other Current Assets [Abstract] | |||||||||
Schedule of Other Current Assets [Table Text Block] | Other current assets at October 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Advance payments to vendors (1) | $ | 2,372 | $ | 4,235 | |||||
Debt issuance costs (2) | — | 494 | |||||||
Deferred finance costs (3) | 129 | — | |||||||
Notes receivable | 529 | 478 | |||||||
Prepaid expenses and other (4) | 4,498 | 6,072 | |||||||
Total | $ | 7,528 | $ | 11,279 | |||||
-1 | Advance payments to vendors relate to inventory purchases. | ||||||||
-2 | Represents the current portion of capitalized debt issuance costs relating to the convertible debt issuance. The convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | ||||||||
-3 | Represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. | ||||||||
-4 | Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other_Assets_net_Tables
Other Assets, net (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Other Assets, net [Abstract] | |||||||||
Schedule of Other Current Assets [Table Text Block] | Other assets, net at October 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Long-term stack residual value (1) | $ | 2,725 | $ | 2,898 | |||||
Debt issuance costs (2) | — | 1,721 | |||||||
Deferred finance costs(3) | $ | 483 | $ | — | |||||
Other | 521 | 846 | |||||||
Other assets, net | $ | 3,729 | $ | 5,465 | |||||
-1 | Relates to expected residual value for module exchanges performed under the Company's service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the cost of the module is expensed at the time of the module exchange. | ||||||||
-2 | Represents the long-term portion of debt issuance costs capitalized relating to the convertible debt issuance. At October 31, 2014, the convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | ||||||||
-3 | Represents the long-term portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities at October 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Accrued payroll and employee benefits | $ | 4,432 | $ | 4,647 | |||||
Accrued contract and operating costs | 34 | 87 | |||||||
Accrued product warranty costs (1) | 1,156 | 860 | |||||||
Accrued service agreement costs | 3,882 | 4,186 | |||||||
Accrued B1200 repair and upgrade program and modules due POSCO Energy (2) | — | 7,267 | |||||||
Accrued taxes, legal, professional and other | 2,562 | 4,865 | |||||||
$ | 12,066 | $ | 21,912 | ||||||
-1 | Activity in the accrued product warranty costs during the year ended October 31, 2014 and 2013 included additions for estimates of potential future warranty obligations of $2.4 million and $1.2 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $1.2 million and $0.3 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | ||||||||
-2 | The balance of the accrual at October 31, 2013 related to three replacement modules due to POSCO Energy, which were delivered in the first quarter of 2014. |
Debt_and_Leases_Tables
Debt and Leases (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Instrument [Line Items] | |||||||||
Schedule of Debt [Table Text Block] | Debt at October 31, 2014 and 2013, consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Revolving credit facility | $ | 945 | $ | 6,500 | |||||
Senior Unsecured Convertible Notes | — | 38,000 | |||||||
Connecticut Development Authority Note | 3,033 | 3,246 | |||||||
Connecticut Clean Energy and Finance Investment Authority Note | 6,052 | 5,744 | |||||||
Capitalized lease obligations | 721 | 497 | |||||||
Total debt | $ | 10,751 | $ | 53,987 | |||||
Less: Unamortized debt discount | — | (3,106 | ) | ||||||
10,751 | 50,881 | ||||||||
Less: Current portion of long-term debt | (1,439 | ) | (6,931 | ) | |||||
Long-term debt | $ | 9,312 | $ | 43,950 | |||||
schedule of future minimum debt and lease payments [Text Block] | Aggregate annual principal payments under our loan agreements (excluding payments relating to the revolving credit facility) and capital lease obligations for the years subsequent to October 31, 2014 are as follows: | ||||||||
Year 1 | 493 | ||||||||
Year 2 | 537 | ||||||||
Year 3 | 351 | ||||||||
Year 4 | 2,368 | ||||||||
Year 5 | 5 | ||||||||
Thereafter | 6,052 | ||||||||
$ | 9,806 | ||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Segment Information [Abstract] | |||||||||||||
revenues by geographic Area [Table Text Block] | Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2014, 2013 and 2012 was as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 52,765 | $ | 80,199 | $ | 26,929 | |||||||
South Korea | 124,669 | 101,928 | 92,163 | ||||||||||
England | 119 | 2,036 | 1,061 | ||||||||||
Indonesia | — | — | 147 | ||||||||||
Germany | 869 | 1,503 | 128 | ||||||||||
Canada | 820 | 1,912 | 175 | ||||||||||
Spain | 1,051 | 80 | — | ||||||||||
Total | $ | 180,293 | $ | 187,658 | $ | 120,603 | |||||||
Benefit_Plans_Tables
Benefit Plans (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Other Share-based Compensation, Activity [Table Text Block] | The following table summarizes our RSA and RSU activity for the year ended October 31, 2014: | ||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Restricted Stock Awards and Units | Shares | Price | |||||||||||||||
Outstanding at October 31, 2013 | 5,036,104 | $ | 1.2 | ||||||||||||||
Granted | 1,410,479 | $ | 2.39 | ||||||||||||||
Vested | (1,654,775 | ) | $ | 1.36 | |||||||||||||
Forfeited | (67,728 | ) | $ | 1.24 | |||||||||||||
Outstanding at October 31, 2014 | 4,724,080 | $ | 1.49 | ||||||||||||||
Schedule of Assumptions Used [Table Text Block] | The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected life (in years) | 7 | 7 | 7 | ||||||||||||||
Risk free interest rate | 2.3 | % | 1.2 | % | 1.6 | % | |||||||||||
Volatility | 81.1 | % | 76.5 | % | 75.5 | % | |||||||||||
Dividends yield | — | % | — | % | — | % | |||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based compensation was reflected in the consolidated statements of operations as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of revenues | $ | 751 | $ | 584 | $ | 587 | |||||||||||
General and administrative expense | 1,718 | 1,325 | 1,182 | ||||||||||||||
Research and development expense | 436 | 308 | 280 | ||||||||||||||
Total share-based compensation | $ | 2,905 | $ | 2,217 | $ | 2,049 | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes our stock option activity for the year ended October 31, 2014: | ||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Option | |||||||||||||||||
Options | Shares | Price | |||||||||||||||
Outstanding at October 31, 2013 | 3,181,464 | $ | 6.42 | ||||||||||||||
Granted | 146,841 | $ | 2.42 | ||||||||||||||
Canceled | (300,225 | ) | $ | 12.18 | |||||||||||||
Outstanding at October 31, 2014 | 3,028,080 | $ | 5.66 | ||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable at October 31, 2014: | ||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Weighted | Weighted Average | Weighted Average | |||||||||||||||
Average | |||||||||||||||||
Range of | Number | Remaining | Exercise | Number | Exercise | ||||||||||||
Exercise Prices | outstanding | Contractual Life | Price | exercisable | Price | ||||||||||||
$0.26 — $5.10 | 1,367,028 | 7 | $ | 1.89 | 1,293,606 | $ | 1.86 | ||||||||||
$5.11 — $9.92 | 1,218,404 | 2.4 | $ | 8.09 | 1,218,404 | $ | 8.09 | ||||||||||
$9.93 — $14.74 | 442,648 | 1.5 | $ | 10.6 | 442,648 | $ | 10.6 | ||||||||||
3,028,080 | 4.3 | $ | 5.66 | 2,954,658 | $ | 5.74 | |||||||||||
Benefit_Plans_Employee_stock_p
Benefit Plans Employee stock purchase plan (Tables) | 12 Months Ended | |||||||||
Oct. 31, 2014 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | ESPP activity for the year ended October 31, 2014 was as follows: | |||||||||
Number of | ||||||||||
ESPP | Shares | |||||||||
Balance at October 31, 2013 | 549,584 | |||||||||
Issued @ $0.85 | (124,334 | ) | ||||||||
Issued @ $1.13 | (143,041 | ) | ||||||||
Available for issuance at October 31, 2014 | 282,209 | |||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The fair value of shares under the ESPP was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||
2014 | 2013 | 2012 | ||||||||
Expected life (in years) | 0.5 | 0.5 | 0.5 | |||||||
Risk free interest rate | 0.08 | % | 0.15 | % | 0.07 | % | ||||
Volatility | 75 | % | 75 | % | 92 | % | ||||
Dividends yield | — | % | — | % | — | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Note 15. Income Taxes [Abstract] | |||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of loss from continuing operations before income taxes for the years ended October 31, 2014, 2013, and 2012 were as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. | $ | (35,167 | ) | $ | (31,044 | ) | $ | (35,535 | ) | ||||
Foreign | (3,228 | ) | (3,904 | ) | (302 | ) | |||||||
Loss before income taxes | $ | (38,395 | ) | $ | (34,948 | ) | $ | (35,837 | ) | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2014, 2013 and 2012 was as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | |||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State taxes net of Federal benefits | (1.8 | )% | (1.7 | )% | (2.6 | )% | |||||||
Foreign withholding tax | 1 | % | 0.9 | % | 0.2 | % | |||||||
Net operating loss adjustment and true-ups | (25.4 | )% | 0.1 | % | (34.9 | )% | |||||||
Nondeductible expenditures | 14.5 | % | 0.8 | % | 1.2 | % | |||||||
Change in state tax rate | (0.8 | )% | 10.5 | % | (6.8 | )% | |||||||
Other, net | 0.4 | % | 4.1 | % | (0.1 | )% | |||||||
Valuation allowance | 47.1 | % | 20.3 | % | 77.2 | % | |||||||
Effective income tax rate | 1 | % | 1 | % | 0.2 | % | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Our deferred tax assets and liabilities consisted of the following at October 31, 2014 and 2013: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Compensation and benefit accruals | $ | 7,591 | $ | 6,452 | |||||||||
Bad debt and other reserves | 1,859 | 1,841 | |||||||||||
Capital loss and tax credit carry-forwards | 13,486 | 13,582 | |||||||||||
Net operating losses (domestic and foreign) | 247,170 | 228,154 | |||||||||||
Deferred license revenue | 8,894 | 8,033 | |||||||||||
Lower of cost or market inventory reserves | 521 | 509 | |||||||||||
Investment in partnerships | 404 | 419 | |||||||||||
Accumulated depreciation | 590 | 625 | |||||||||||
Gross deferred tax assets: | 280,515 | 259,615 | |||||||||||
Valuation allowance | (280,515 | ) | (259,615 | ) | |||||||||
Deferred tax assets after valuation allowance | — | — | |||||||||||
Deferred tax liability: | |||||||||||||
In process research and development | (3,377 | ) | (3,377 | ) | |||||||||
Net deferred tax liability | $ | (3,377 | ) | $ | (3,377 | ) |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The calculation of basic and diluted EPS for the years ended October 31, 2014, 2013 and 2012 was as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator | |||||||||||||
Net loss | $ | (38,883 | ) | $ | (35,319 | ) | $ | (35,906 | ) | ||||
Net loss attributable to noncontrolling interest | 758 | 961 | 411 | ||||||||||
Preferred stock dividend | (3,200 | ) | (3,200 | ) | (3,201 | ) | |||||||
Net loss to common shareholders | $ | (41,325 | ) | $ | (37,558 | ) | $ | (38,696 | ) | ||||
Denominator | |||||||||||||
Weighted average basic common shares | 245,686,983 | 186,525,001 | 165,471,261 | ||||||||||
Effect of dilutive securities (1) | — | — | — | ||||||||||
Weighted average diluted common shares | 245,686,983 | 186,525,001 | 165,471,261 | ||||||||||
Basic loss per share | (0.17 | ) | (0.20 | ) | (0.23 | ) | |||||||
Diluted loss per share (1) | (0.17 | ) | (0.20 | ) | (0.23 | ) | |||||||
-1 | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. Potentially dilutive instruments include stock options, warrants, unvested RSAs and RSUs, convertible preferred stock and convertible notes. At October 31, 2014, 2013 and 2012, there were options to purchase 3.0 million, 3.2 million and 3.1 million shares of common stock, respectively and at October 31, 2014 and 2013, there were warrants to purchase 5.75 million and 5.0 million, respectively shares of common stock that were not included in the calculation of diluted earnings per share as they would be antidiulutive. There were no warrants outstanding at October 31, 2012. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Schedule of Future Minimum Rental Payments [Table Text Block] | Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2014 were as follows: | ||||||||
Operating | Capital | ||||||||
Leases | Leases | ||||||||
2015 | $ | 1,978 | $ | 276 | |||||
2016 | 1,087 | 310 | |||||||
2017 | 711 | 110 | |||||||
2018 | 578 | 20 | |||||||
2019 | 330 | 5 | |||||||
Thereafter | 318 | — | |||||||
Total | $ | 5,002 | $ | 721 | |||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following represents supplemental cash flow information: | ||||||||||||
Year Ended October 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash interest paid | $ | 1,892 | $ | 280 | $ | 302 | |||||||
Income taxes paid | $ | 35 | 17 | — | |||||||||
Noncash financing and investing activity: | |||||||||||||
Common stock issued for convertible note conversions and make-whole settlements | $ | 46,186 | $ | — | $ | — | |||||||
Common stock issued for employee annual incentive bonus | $ | — | — | 550 | |||||||||
Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions | $ | 106 | 85 | 84 | |||||||||
Common stock issued for acquisition of Versa | $ | — | 3,563 | — | |||||||||
Accrued sale of common stock, cash received in a subsequent period | $ | 633 | 509 | $ | — | ||||||||
Quarterly_Information_Unaudite1
Quarterly Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | Selected unaudited financial data for each quarter of fiscal year 2014 and 2013 is presented below. We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. | ||||||||||||||||||||
First | Second | Third | Fourth | Full | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||||
Year ended October 31, 2014 | |||||||||||||||||||||
Revenues | $ | 44,434 | $ | 38,274 | $ | 43,176 | $ | 54,409 | $ | 180,293 | |||||||||||
Gross profit | 2,199 | 1,611 | 3,961 | 5,955 | 13,726 | ||||||||||||||||
Loss on operations | (7,570 | ) | (8,773 | ) | (6,000 | ) | (4,968 | ) | (27,311 | ) | |||||||||||
Net loss | (10,815 | ) | (16,039 | ) | (7,139 | ) | (4,890 | ) | (38,883 | ) | |||||||||||
Preferred stock dividends | (800 | ) | (800 | ) | (800 | ) | (800 | ) | (3,200 | ) | |||||||||||
Net loss to common shareholders | (11,404 | ) | (16,643 | ) | (7,778 | ) | (5,500 | ) | (41,325 | ) | |||||||||||
Net loss to common shareholders per basic and diluted common share (1) | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.17 | ) | ||||||
Year ended October 31, 2013 | |||||||||||||||||||||
Revenues | $ | 36,358 | $ | 42,436 | $ | 53,707 | $ | 55,157 | $ | 187,658 | |||||||||||
Gross profit (loss) | (2,311 | ) | 2,314 | 4,522 | 2,597 | 7,122 | |||||||||||||||
Loss on operations | (11,070 | ) | (7,197 | ) | (4,594 | ) | (6,952 | ) | (29,813 | ) | |||||||||||
Net loss | (11,879 | ) | (7,629 | ) | (5,814 | ) | (9,997 | ) | (35,319 | ) | |||||||||||
Preferred stock dividends | (800 | ) | (800 | ) | (800 | ) | (800 | ) | (3,200 | ) | |||||||||||
Net loss to common shareholders | (12,481 | ) | (8,165 | ) | (6,412 | ) | (10,500 | ) | (37,558 | ) | |||||||||||
Net loss to common shareholders per basic and diluted common share (1) | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.06 | ) | (0.20 | ) | |||||||
-1 | The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Nature_of_Business_and_Basis_o3
Nature of Business and Basis of Presentation (Details) (USD $) | 12 Months Ended | |||||||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2009 | Jun. 25, 2013 | Dec. 20, 2012 | |||
Restricted Cash and Cash Equivalents | $25,100,000 | $10,000,000 | ||||||
Letters of Credit Outstanding, Amount | 7,400,000 | 7,700,000 | ||||||
Accrued Contract and Operating Costs | 34,000 | 87,000 | ||||||
Product Warranty Accrual | 1,156,000 | [1] | 860,000 | [1] | ||||
Reserve for Performance Guarantees | 800,000 | 500,000 | ||||||
Loss Reserve on Service Agreements | 3,000,000 | 3,700,000 | ||||||
Long-term stack residual value | 2,725,000 | [2] | 2,898,000 | [2] | ||||
Reserve for Repair and Upgrade Program | 0 | [3] | 7,267,000 | [3] | ||||
Future License Fees To Be Paid | 8,000,000 | |||||||
Royalty percentage | 4.10% | 4.10% | ||||||
Reduced royalty percentage | 3.00% | |||||||
Royalty fee payment for reduction in royalty rate | 6,700,000 | |||||||
License Fee and Royalty Income | 0 | 0 | 1,599,000 | |||||
Convertible Debt | 0 | 38,000,000 | 38,000,000 | |||||
significant customer revenue percentage | 88.00% | 88.00% | 83.00% | |||||
Foreign Currency Transaction Gain (Loss), Unrealized | 600,000 | 400,000 | 100,000 | |||||
Restricted cash and cash equivalents - short-term | 5,523,000 | 5,053,000 | ||||||
Restricted cash and cash equivalents - long-term | 19,600,000 | 4,950,000 | ||||||
Cell Technology Transfer Agreement [Member] | ||||||||
Upfront License Fee | 10,000,000 | |||||||
Stack Technology Transfer and License Agreement [Member] | ||||||||
Upfront License Fee | 7,000,000 | 10,000,000 | ||||||
Service and License Fee Revenues [Member] | ||||||||
License Fee and Royalty Income | 4,300,000 | 4,100,000 | ||||||
FCES Germany [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 86.00% | |||||||
Alliance Entities [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% | |||||||
POSCO Energy [Member] | ||||||||
significant customer revenue percentage | 69.00% | 54.00% | 76.00% | |||||
Common stock ownership percentage | 11.00% | |||||||
United Illuminating [Member] | ||||||||
significant customer revenue percentage | 9.00% | 0.00% | 0.00% | |||||
Department of Energy [Member] | ||||||||
significant customer revenue percentage | 4.00% | 5.00% | 7.00% | |||||
NRG Energy [Member] | ||||||||
significant customer revenue percentage | 3.00% | 0.00% | 0.00% | |||||
Common stock ownership percentage | 6.00% | |||||||
Dominion Bridgeport FuelCell Park [Member] | ||||||||
significant customer revenue percentage | 3.00% | 29.00% | 0.00% | |||||
Restricted cash and cash equivalents - long-term | $15,000,000 | |||||||
Versa [Member] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 39.00% | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 61.00% | |||||||
[1] | Activity in the accrued product warranty costs during the year ended OctoberB 31, 2014 and 2013 included additions for estimates of potential future warranty obligations of $2.4 million and $1.2 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $1.2 million and $0.3 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | |||||||
[2] | Relates to expected residual value for module exchanges performed under the Company's service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the cost of the module is expensed at the time of the module exchange. | |||||||
[3] | The balance of the accrual at October 31, 2013 related to three replacement modules due to POSCO Energy, which were delivered in the first quarter of 2014. |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2012 | Dec. 20, 2012 | ||
Business Acquisition [Line Items] | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $10,200,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 3,526,764 | ||||
Pre-acquisition value | 6,200,000 | ||||
Versa [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 39.00% | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 61.00% | ||||
Business combination, step acquisition, equity interest in acquiree, remeasurement loss | 3,600,000 | ||||
Cash and cash equivalents | 357,000 | ||||
Accounts receivable | 1,133,000 | ||||
Other current assets | 23,000 | ||||
Property, plant and equipment | 480,000 | ||||
Goodwill | 4,075,000 | ||||
In-process research and development | 9,592,000 | ||||
Other assets | 101,000 | ||||
Accounts payable | 302,000 | ||||
Other current liabilities | 1,492,000 | ||||
Deferred tax liabilities (1) | 3,377,000 | [1] | |||
Other long-term liabilities | 155,000 | ||||
Total identifiable net assets | 10,435,000 | ||||
Versa [Member] | Selling and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Transaction Costs | $100,000 | ||||
Versa Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 3,500,000 | ||||
[1] | Classified in Long-term debt and other liabilities on the consolidated balance sheets. |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
U.S. Government Amount Billed | $2,517,000 | $786,000 |
U.S. Government Unbilled Recoverable Costs | 2,886,000 | 639,000 |
U.S. Government Accounts Receivable Total | 5,403,000 | 1,425,000 |
Commercial Customers Amount Billed | 8,871,000 | 17,344,000 |
Commercial Customers Unbilled Recoverable Costs | 50,101,000 | 30,347,000 |
Commercial Customers Accounts Receivable Total | 58,972,000 | 47,691,000 |
Accounts receivable, net of allowance for doubtful accounts of $132 and $14 at October 31, 2014 and 2013, respectively | 64,375,000 | 49,116,000 |
Allowance for Doubtful Accounts Receivable, Current | 132,000 | 14,000 |
POSCO Energy [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 29,900,000 | 17,400,000 |
Government [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
U.S. Government Amount Billed | $1,700,000 |
Inventories_Details
Inventories (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 | ||
Inventory Disclosure [Abstract] | ||||
Raw Materials | $25,460,000 | $20,599,000 | ||
Work in Process | 30,435,000 | [1] | 35,586,000 | [1] |
Inventory, Net | 55,895,000 | 56,185,000 | ||
Completed Standard Component | 19,200,000 | 5,800,000 | ||
Inventory Valuation Reserves | $1,400,000 | $1,400,000 | ||
[1] | Included in Work-in-process at October 31, 2014 and 2013 is $19.2 million and $5.8 million, respectively, of completed standard components. |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $99,994 | $102,906 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -73,385 | -78,681 | |
Property, Plant and Equipment, Net | 26,609 | 24,225 | |
Depreciation | 4,384 | 4,097 | 5,192 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 524 | 524 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,117 | 8,679 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 75,868 | 73,051 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,955 | 2,899 | |
Power plants for use under PPA's [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 996 | 8,216 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $10,534 | $9,537 |
Property_Plant_and_Equipment_P
Property, Plant and Equipment Property, plant and equipment useful life (Details) | 12 Months Ended |
Oct. 31, 2014 | |
Minimum [Member] | Building and Building Improvements [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Minimum [Member] | Machinery and Equipment [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Minimum [Member] | Furniture and Fixtures [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Minimum [Member] | Power plants for use under PPA's [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Maximum [Member] | Building and Building Improvements [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 26 |
Maximum [Member] | Machinery and Equipment [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 8 |
Maximum [Member] | Furniture and Fixtures [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Maximum [Member] | Power plants for use under PPA's [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $4,075 | $4,075 |
Intangible assets | $9,592 | $9,592 |
Other_Current_Assets_Details
Other Current Assets (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $4,000,000 | |||
Advance payments to vendors | 2,372,000 | [1] | 4,235,000 | [1] |
Deferred Finance Costs, Current, Net | 0 | [2] | 494,000 | [2] |
Notes Receivable | 529,000 | 478,000 | ||
Prepaid Expenses and Other | 4,498,000 | [3] | 6,072,000 | [3] |
Other Assets, Current | 7,528,000 | 11,279,000 | ||
Letter of Credit [Member] | ||||
Deferred Finance Costs, Current, Net | $129,000 | [4] | $0 | [4] |
[1] | Advance payments to vendors relate to inventory purchases. | |||
[2] | Represents the current portion of capitalized debt issuance costs relating to the convertible debt issuance. The convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | |||
[3] | Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. | |||
[4] | Represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. |
Other_Assets_net_Details
Other Assets, net (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $4,000,000 | |||
Long-term stack residual value | 2,725,000 | [1] | 2,898,000 | [1] |
Deferred Finance Costs, Noncurrent, Net | 0 | [2] | 1,721,000 | [2] |
Other | 521,000 | 846,000 | ||
Other Assets, Net | 3,729,000 | 5,465,000 | ||
Letter of Credit [Member] | ||||
Deferred Finance Costs, Noncurrent, Net | $483,000 | [3] | $0 | [3] |
[1] | Relates to expected residual value for module exchanges performed under the Company's service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the cost of the module is expensed at the time of the module exchange. | |||
[2] | Represents the long-term portion of debt issuance costs capitalized relating to the convertible debt issuance. At October 31, 2014, the convertible notes have been converted and the debt issuance costs have been adjusted to additional paid in capital. | |||
[3] | Represents the long-term portion of direct deferred finance costs relating to securing a $40.0 million loan facility and will be amortized over the five-year life of the facility. |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | 12 Months Ended | |||
Oct. 31, 2014 | Oct. 31, 2013 | |||
Accrued Liabilities [Abstract] | ||||
Accrued Payroll and Employee Benefits | $4,432,000 | $4,647,000 | ||
Accrued Contract and Operating Costs | 34,000 | 87,000 | ||
Product Warranty Accrual | 1,156,000 | [1] | 860,000 | [1] |
Reserve for Service Agreement Costs | 3,882,000 | 4,186,000 | ||
Reserve for Repair and Upgrade Program | 0 | [2] | 7,267,000 | [2] |
Other Accrued Liabilities, Current | 2,562,000 | 4,865,000 | ||
Accrued Liabilities, Current | 12,066,000 | 21,912,000 | ||
Product Warranty Accrual, Warranties Issued | 2,400,000 | 1,200,000 | ||
Product Warranty Accrual, Payment and Adjustments | $1,200,000 | $300,000 | ||
[1] | Activity in the accrued product warranty costs during the year ended OctoberB 31, 2014 and 2013 included additions for estimates of potential future warranty obligations of $2.4 million and $1.2 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $1.2 million and $0.3 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | |||
[2] | The balance of the accrual at October 31, 2013 related to three replacement modules due to POSCO Energy, which were delivered in the first quarter of 2014. |
Debt_and_Leases_Details
Debt and Leases (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Jun. 25, 2013 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Amount Outstanding | $945,000 | $6,500,000 | |
Convertible Debt | 0 | 38,000,000 | 38,000,000 |
Capital Lease Obligations | 721,000 | 497,000 | |
Debt, Long-term and Short-term, Combined Amount | 10,751,000 | 53,987,000 | |
Debt Instrument, Unamortized Discount | 0 | 3,106,000 | |
Long-term Debt | 10,751,000 | 50,881,000 | |
Long-term Debt, Current Maturities | 1,439,000 | 6,931,000 | |
Long-term Debt, Excluding Current Maturities | 9,312,000 | 43,950,000 | |
Long-term Debt and Capital Lease Obligations, Repayments of Principal in Next Twelve Months | 493,000 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 537,000 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three | 351,000 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four | 2,368,000 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five | 5,000 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five | 6,052,000 | ||
Debt and Capital Leases, Future Minimum Payments Due | 9,806,000 | ||
Common stock issued to settle make-whole obligation, shares | 5,514,272 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 4,000,000 | ||
Debt Conversion, Original Debt, Amount | 38,000,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 24,500,000 | ||
embedded derivative cash payment | 300,000 | ||
Common stock issued to settle make-whole obligation, value | 600,000 | ||
Embedded Derivative, Loss on Embedded Derivative | 8,700,000 | ||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | 4,600,000 | ||
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.50% | ||
NRG Energy [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 8.50% | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.00% | ||
Parent [Member] | |||
Debt Instrument [Line Items] | |||
Common stock issued to settle make-whole obligation, value | $12,900,000 |
Debt_and_Leases_Debt_Details
Debt and Leases Debt (Details) (USD $) | 12 Months Ended | ||||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Jun. 25, 2013 | Mar. 05, 2013 | |
Debt Instrument [Line Items] | |||||
Payments of Debt Issuance Costs | $0 | $2,472,000 | $0 | ||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 4,700,000 | ||||
Convertible Debt | 0 | 38,000,000 | 38,000,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 4,000,000 | ||||
Line of Credit Facility, Amount Outstanding | 945,000 | 6,500,000 | |||
Long-term Debt, Current Maturities | 1,439,000 | 6,931,000 | |||
Long-term Debt, Excluding Current Maturities | 9,312,000 | 43,950,000 | |||
Interest Paid | 1,892,000 | 280,000 | 302,000 | ||
Lease Payment Terms | 36 months | ||||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Connecticut Development Authority Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | 3,033,000 | 3,246,000 | |||
Debt Instrument, Face Amount | 4,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Collateralized Agreements | 4,000,000 | ||||
Connecticut Clean Energy Fund [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,900,000 | ||||
Connecticut Clean Energy and Finance Investment Authority [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | $6,052,000 | $5,744,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Shareholders_Equity_Deficit_De
Shareholders' Equity (Deficit) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2014 | Jan. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Jul. 30, 2014 | Jan. 23, 2014 | Jun. 25, 2013 | Dec. 20, 2012 |
Convertible Debt | $0 | $0 | $38,000 | $38,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 24,500,000 | |||||||||
Common stock issued to settle make-whole obligation, shares | 5,514,272 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities, Accrued Interest | 300,000 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 3,526,764 | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 61.00% | |||||||||
Stock Issued During Period, Shares, New Issues | 14,644,352 | 23,000,000 | 4,300,000 | |||||||
Stock Issued During Period, Value, New Issues | 105,966 | 5,548 | 64,003 | |||||||
Common stock issued relating to full exercise of an over allottment option | 3,000,000 | |||||||||
Price Per Share for New Common Stock Issuance | $2.39 | $1.50 | ||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $3.35 | $3.35 | ||||||||
Proceeds from Issuance of Common Stock | 35,000 | 105,844 | 5,040 | 64,003 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 18,000,000 | 18,000,000 | ||||||||
Class of Warrant or Right, Unissued | 1,250,000 | 1,250,000 | ||||||||
number of tranches of warrants | 2 | 2 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,750,000 | 5,750,000 | 5,000,000 | |||||||
Class of Warrant or Right, Outstanding | 3,750,000 | 3,750,000 | ||||||||
Class of Warrant or Right, Weighted Average Strike Price of Warrants or Rights Outstanding | $2.08 | $2.08 | ||||||||
NRG Energy, Inc. [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | 2,000,000 | ||||||||
Public stock offering [Member] | ||||||||||
Proceeds from Issuance of Common Stock | 32,000 | |||||||||
Common Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 59,683,252 | 4,295,800 | 45,012,306 | |||||||
Stock Issued During Period, Value, New Issues | 6 | 1 | 5 | |||||||
Common Stock [Member] | ||||||||||
Proceeds from Issuance of Common Stock | 5,600 | |||||||||
Common Stock [Member] | Common Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 19,700,000 | |||||||||
Proceeds from Issuance of Common Stock | 41,300 | |||||||||
POSCO Energy [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | |||||||||
Proceeds from Issuance of Common Stock | $30,000 | |||||||||
NRG Energy, Inc. [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | 5,000,000 |
Shareholders_Deficit_Equity_Wa
Shareholders' Deficit Equity Warrant Information (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Warrants vested during period | 0 | 0 | 0 |
Warrant expense | $0 | $0 | $0 |
Preferred_Stock_Details
Preferred Stock (Details) | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Dec. 31, 2011 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2020 | |
USD ($) | USD ($) | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series 2 Preferred Stock [Member] | Series 1 Preferred Shares [Member] | Series 1 Preferred Shares [Member] | Series 1 Preferred Shares [Member] | Series 1 Preferred Shares [Member] | Series 1 Preferred Shares [Member] | Series 1 Preferred Shares [Member] | Scenario, Forecast [Member] | |
USD ($) | USD ($) | CAD | CAD | CAD | CAD | USD ($) | USD ($) | Series 1 Preferred Shares [Member] | ||||
CAD | ||||||||||||
Statement [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 250,000 | |||||||||||
Preferred Stock, Liquidation Preference Per Share | $1,000 | |||||||||||
Preferred Stock, Shares Issued | 64,020 | 64,020 | ||||||||||
Preferred Stock, Shares Outstanding | 64,020 | 64,020 | 1,000,000 | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $59,857,000 | $59,857,000 | $59,900,000 | $59,900,000 | ||||||||
Preferred Stock, Dividends Per Share, Declared | $50 | |||||||||||
Dividends, Preferred Stock, Cash | 3,200,000 | 3,200,000 | 3,200,000 | |||||||||
Preferred Stock, Liquidation Preference, Value | 64,020,000 | 64,020,000 | 64,000,000 | 64,000,000 | ||||||||
Shares of Common Stock Issued Upon Conversion of Each Share of Series B Preferred Stock | 85.1064 | |||||||||||
Stock Conversion Price | $11.75 | |||||||||||
Percent of Conversion Price To Exceed to Exercise Conversion Right | 150.00% | |||||||||||
Discount on Market Price of Shares of Common Stock | 5.00% | |||||||||||
Accrued and Unpaid Dividend Obligation | 21,100,000 | |||||||||||
Payments of Dividends | 500,000 | |||||||||||
Return of Capital Payments | 750,000 | |||||||||||
Preferred Stock, Redemption Amount | 4,400,000 | |||||||||||
Carrying Value of Preferred Shares, Total | 15,800,000 | 15,000,000 | 14,200,000 | 14,300,000 | ||||||||
Return of Capital and Dividend Payments | 1,300,000 | 1,300,000 | 4,400,000 | |||||||||
Interest Expense, Other | 2,100,000 | 2,000,000 | 2,000,000 | |||||||||
percent calculated on weighted average price of common shares | the number of common shares is determined by dividing the cash dividend obligation by 95 percent of the volume weighted average price in US dollars | |||||||||||
Percent of Common Stock Price | 95.00% | |||||||||||
Derivative Liability, Fair Value, Gross Liability | 700,000 | 700,000 | ||||||||||
Preferred Stock, Redemption Price Per Share | $25 | |||||||||||
Preferred Stock Exchange from July 31, 2010 to July 31, 2015 | 129.46 | |||||||||||
Preferred Stock Exchange Right Per Common Stock Share | $138.71 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | |
schedule of revenues by geographic area [Line Items] | |||||||||||
Service agreement revenue | $21,700,000 | $24,000,000 | $18,200,000 | ||||||||
Revenues | 54,409,000 | 43,176,000 | 38,274,000 | 44,434,000 | 55,157,000 | 53,707,000 | 42,436,000 | 36,358,000 | 180,293,000 | 187,658,000 | 120,603,000 |
UNITED STATES | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 52,765,000 | 80,199,000 | 26,929,000 | ||||||||
south korea [Domain] | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 124,669,000 | 101,928,000 | 92,163,000 | ||||||||
UNITED KINGDOM | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 119,000 | 2,036,000 | 1,061,000 | ||||||||
INDONESIA | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 0 | 0 | 147,000 | ||||||||
GERMANY | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 869,000 | 1,503,000 | 128,000 | ||||||||
CANADA | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 820,000 | 1,912,000 | 175,000 | ||||||||
SPAIN | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | $1,051,000 | $80,000 | $0 |
Benefit_Plans_1_Details
Benefit Plans 1 (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | $2,905 | $2,217 | $2,049 |
Common Stock, Capital Shares Reserved for Future Issuance | 18,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 0 months | 7 years 0 months | 7 years 0 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.30% | 1.20% | 1.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 81.10% | 76.50% | 75.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Cost of Sales [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | 751 | 584 | 587 |
Selling, General and Administrative Expenses [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | 1,718 | 1,325 | 1,182 |
Research and Development Expense [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | $436 | $308 | $280 |
Benefit_Plans_2_Details
Benefit Plans 2 (Details) (USD $) | 12 Months Ended | |||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.79 | $0.66 | $0.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,028,080 | 3,181,464 | 3,100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $5.66 | $6.42 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $2.42 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | -300,225 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $12.18 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 146,841 |
Benefit_Plans_Benefit_Plans_3_
Benefit Plans Benefit Plans 3 (Details) (USD $) | 12 Months Ended |
Oct. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 3,028,080 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $5.66 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 2,954,658 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $5.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months |
Exercise Price Range Between Point Twenty Six and Five Point Ten [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 1,367,028 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $1.89 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,293,606 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $1.86 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 0 months |
Exercise Price Range Between Five Point Eleven and Nine Point Ninety Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 1,218,404 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $8.09 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,218,404 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $8.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 5 months |
Exercise Price Range Between Nine Point Ninety Three and Fourteen Point Seventy Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 442,648 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $10.60 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 442,648 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $10.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months |
Benefit_Plans_4_Details
Benefit Plans 4 (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Issued During Period, Shares, Other | 550,355 | |
Common stock issued to settle make-whole obligation, value | $600,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 4,724,080 | 5,036,104 |
Restricted Stock Awards, Weighted Average Remaining Life | 2 years 6 months | |
Restricted Stock Awards Outstanding, Intrinsic Value | 8,800,000 | |
Nonvested Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 0 years 5 months | |
Restricted Stock or Unit Expense | 100,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months | |
Restricted Stock or Unit Expense | $5,500,000 |
Benefit_Plans_5_Details
Benefit Plans 5 (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Restricted Stock Awards, Weighted Average Remaining Life | 2 years 6 months | ||
Stock Issued During Period, Shares, Other | 550,355 | ||
Common stock issued to settle make-whole obligation, value | $600 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 18,000,000 | ||
Weighted Average Expented Life Assumption for Employee Stock Purchase Plan | 0 years 6 months | 0 years 6 months | 0 years 6 months |
Weighted Average Risk Free Interest Rate for Employee Stock Purchase Plan | 0.08% | 0.15% | 0.07% |
Volatility for Employee Stock Purchase Plan | 75.00% | 75.00% | 92.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $1 | ||
Weighted Average Dividend Yield for Employee Stock Purchase Plan | 0.00% | 0.00% | 0.00% |
Employee Stock Purchase Plan [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 282,209 | 549,584 | |
Stock Issuance Terms | 85.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.85 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | -124,334 | ||
Employee Stock Purchase Plan [Member] [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.13 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | -143,041 |
Benefit_Plans_Employee_TaxDefe
Benefit Plans Employee Tax-Deferred Savings Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Employer Matching Contribution Percentage | 2.00% | 1.00% | |
Defined Contribution Plan, Cost Recognized | $0.30 | $0.30 |
Benefit_Plans_Share_based_paym
Benefit Plans Share based payment awards other than options (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 4,724,080 | 5,036,104 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $1.49 | $1.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,410,479 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $2.39 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | -1,654,775 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $1.36 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | -67,728 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $1.24 |
Benefit_Plans_Shares_issued_to
Benefit Plans Shares issued to Board Members (Details) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Value of stock is equal to or less than | $0.10 | $0.10 |
Stock Issued During Period, Shares, Issued for Services | 11,570 | 29,787 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized Tax Benefits | $15,700,000 | $15,700,000 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | -35,167,000 | -31,044,000 | -35,535,000 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | -3,228,000 | -3,904,000 | -302,000 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | -38,395,000 | -34,948,000 | -35,837,000 |
Current Foreign Tax Expense (Benefit) | 500,000 | 400,000 | 70,000 |
franchise tax expense | 200,000 | 200,000 | 200,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | -34.00% | -34.00% | -34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes | -1.80% | -1.70% | -2.60% |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential | 1.00% | 0.90% | 0.20% |
effective income tax rate reconciliation, net operating loss adjustment | -25.40% | 0.10% | -34.90% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense | 14.50% | 0.80% | 1.20% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate | -0.80% | 10.50% | -6.80% |
Effective Income Tax Rate Reconciliation, Other Adjustments | 0.40% | 4.10% | -0.10% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 47.10% | 20.30% | 77.20% |
Effective Income Tax Rate, Continuing Operations | 1.00% | 1.00% | 0.20% |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits | 7,591,000 | 6,452,000 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 1,859,000 | 1,841,000 | |
Deferred Tax Assets, Capital Loss Carryforwards | 13,486,000 | 13,582,000 | |
Deferred Tax Assets, Operating Loss Carryforwards | 247,170,000 | 228,154,000 | |
deferred tax assets, deferred license revenue | 8,894,000 | 8,033,000 | |
Deferred Tax Assets, Inventory | 521,000 | 509,000 | |
Deferred Tax Assets, Investments | 404,000 | 419,000 | |
Deferred Tax Assets, Property, Plant and Equipment | 590,000 | 625,000 | |
Deferred Tax Assets, Gross | 280,515,000 | 259,615,000 | |
Deferred Tax Assets, Valuation Allowance | -280,515,000 | -259,615,000 | |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 | |
Deferred Tax Liabilities, Deferred Expense, Capitalized Research and Development Costs | -3,377,000 | -3,377,000 | |
Deferred Tax Liabilities, Net | -3,377,000 | -3,377,000 | |
Valuation Allowance Allocated To Reduce Additional Paid In Capital | 4,300,000 | ||
Federal Operating Loss Carryforwards | 655,000,000 | ||
State Operating Loss Carryforwards | 396,000,000 | ||
Tax Credits, State | 10,400,000 | ||
Amount of Tax Credits to Expire | $1,000,000 |
Loss_Per_Share_Details
Loss Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Jan. 31, 2012 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |||
Numerator [Abstract] | ||||||||||||||||
Net loss | ($4,890) | ($7,139) | ($16,039) | ($10,815) | ($9,997) | ($5,814) | ($7,629) | ($11,879) | ($38,883) | ($35,319) | ($35,906) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | 758 | 961 | 411 | |||||||||||||
Dividends, Preferred Stock | -800 | -800 | -800 | -800 | -800 | -800 | -800 | -800 | -3,200 | -3,200 | -3,201 | |||||
Net loss to common shareholders | ($5,500) | ($7,778) | ($16,643) | ($11,404) | ($10,500) | ($6,412) | ($8,165) | ($12,481) | ($41,325) | ($37,558) | ($38,696) | |||||
Demoninator [Abstract] | ||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 245,686,983 | 186,525,001 | 165,471,261 | |||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | [1] | 0 | [1] | 0 | [1] | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 186,525,001 | 245,686,983 | 186,525,001 | 165,471,261 | ||||||||||||
Earnings Per Share, Basic | ($0.17) | ($0.20) | ($0.23) | |||||||||||||
Earnings Per Share, Diluted | ($0.17) | [1] | ($0.20) | [1] | ($0.23) | [1] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,028,080 | 3,181,464 | 3,028,080 | 3,181,464 | 3,100,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,750,000 | 5,000,000 | 5,750,000 | 5,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $3.35 | $3.35 | ||||||||||||||
[1] | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. Potentially dilutive instruments include stock options, warrants, unvested RSAs and RSUs, convertible preferred stock and convertible notes. At OctoberB 31, 2014, 2013 and 2012, there were options to purchase 3.0 million, 3.2 million and 3.1 million shares of common stock, respectively and at October 31, 2014 and 2013, there were warrants to purchase 5.75 million and 5.0 million, respectively shares of common stock that were not included in the calculation of diluted earnings per share as they would be antidiulutive. There were no warrants outstanding at October 31, 2012. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Capital Lease Obligations | $721,000 | $497,000 | |
Lease Payment Terms | 36 months | ||
Operating Leases, Rent Expense, Net | 1,700,000 | 1,600,000 | 1,600,000 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 1,978,000 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,087,000 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 711,000 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 578,000 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 330,000 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 318,000 | ||
Operating Leases, Future Minimum Payments Due | 5,002,000 | ||
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 276,000 | ||
Capital Leases, Future Minimum Payments Due in Two Years | 310,000 | ||
Capital Leases, Future Minimum Payments Due in Three Years | 110,000 | ||
Capital Leases, Future Minimum Payments Due in Four Years | 20,000 | ||
Capital Leases, Future Minimum Payments Due in Five Years | 5,000 | ||
Capital Leases, Future Minimum Payments Due Thereafter | 0 | ||
Capital Leases, Future Minimum Payments Due | 721,000 | ||
Reserve for Performance Guarantees | 800,000 | 500,000 | |
Loss Reserve on Service Agreements | $3,000,000 | $3,700,000 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 |
Debt Conversion [Line Items] | |||
Interest Paid | $1,892 | $280 | $302 |
Income Taxes Paid | 35 | 17 | 0 |
Common Stock Issued in Settlement of Prior Year Bonus Obligation | 0 | 0 | 550 |
Common Stock Issued for Employee Stock Purchase Plan in Settlement of Prior Year Accrued Employee Contributions | 106 | 85 | 84 |
Common stock issued for acquisition | 0 | 3,563 | 0 |
Accrued Sale of Common Stock | 633 | 509 | 0 |
Debt Conversion and Make Whole Obligation [Member] | |||
Debt Conversion [Line Items] | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $46,186 | $0 | $0 |
Quarterly_Information_Unaudite2
Quarterly Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | ||||||||||
Revenues | $54,409 | $43,176 | $38,274 | $44,434 | $55,157 | $53,707 | $42,436 | $36,358 | $180,293 | $187,658 | $120,603 | ||||||||||
Gross Profit | 5,955 | 3,961 | 1,611 | 2,199 | 2,597 | 4,522 | 2,314 | -2,311 | 13,726 | 7,122 | 445 | ||||||||||
Operating Income (Loss) | -4,968 | -6,000 | -8,773 | -7,570 | -6,952 | -4,594 | -7,197 | -11,070 | -27,311 | -29,813 | -32,129 | ||||||||||
Net loss | -4,890 | -7,139 | -16,039 | -10,815 | -9,997 | -5,814 | -7,629 | -11,879 | -38,883 | -35,319 | -35,906 | ||||||||||
Dividends, Preferred Stock | -800 | -800 | -800 | -800 | -800 | -800 | -800 | -800 | -3,200 | -3,200 | -3,201 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | ($5,500) | ($7,778) | ($16,643) | ($11,404) | ($10,500) | ($6,412) | ($8,165) | ($12,481) | ($41,325) | ($37,558) | ($38,696) | ||||||||||
Earnings Per Share, Basic and Diluted | ($0.02) | [1] | ($0.03) | [1] | ($0.07) | [1] | ($0.06) | [1] | ($0.06) | [1] | ($0.03) | [1] | ($0.04) | [1] | ($0.07) | [1] | ($0.17) | [1] | ($0.20) | [1] | |
[1] | The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |