Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Dec. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | FUELCELL ENERGY INC | ||
Entity Central Index Key | 886,128 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 26,593,128 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 306,115,542 | ||
Share Price | $ 14.76 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 58,852 | $ 83,710 |
Restricted cash and cash equivalents - short-term | 6,288 | 5,523 |
Accounts receivable, net of allowance for doubtful accounts of $544 and $132 at October 31, 2015 and 2014, respectively | 60,790 | 64,375 |
Inventories | 65,754 | 55,895 |
Project assets current | 5,260 | 0 |
Other current assets | 6,954 | 7,528 |
Total current assets | 203,898 | 217,031 |
Restricted cash and cash equivalents - long-term | 20,600 | 19,600 |
Project assets noncurrent | 6,922 | 784 |
Property, plant and equipment, net | 29,002 | 25,825 |
Goodwill | 4,075 | 4,075 |
Intangible assets | 9,592 | 9,592 |
Other assets, net | 3,142 | 3,729 |
Total assets | 277,231 | 280,636 |
Current liabilities: | ||
Current portion of long-term debt | 7,358 | 1,439 |
Accounts payable | 15,745 | 22,969 |
Accrued liabilities | 19,175 | 12,066 |
Deferred revenue | 31,787 | 37,626 |
Preferred stock obligation of subsidiary | 823 | 961 |
Total current liabilities | 74,888 | 75,061 |
Long-term deferred revenue | 22,646 | 20,705 |
Long-term preferred stock obligation of subsidiary | 12,088 | 13,197 |
Long-term debt and other liabilities | 12,998 | 13,367 |
Total liabilities | 122,620 | 122,330 |
Redeemable preferred stock (liquidation preference of $64,020 at October 31, 2015 and 2014) | 59,857 | 59,857 |
Shareholders' equity | ||
Common stock ($.0001 par value; 39,583,333 and 33,333,333 shares authorized at October 31, 2015 and 2014, respectively; 25,964,710 and 23,930,000 shares issued and outstanding at October 31, 2015 and 2014, respectively) | 3 | 2 |
Additional paid-in capital | 934,488 | 909,458 |
Accumulated deficit | (838,673) | (809,314) |
Accumulated other comprehensive loss | (509) | (159) |
Treasury stock, Common, at cost (5,845 and 3,796 shares at October 31, 2015 and 2014, respectively) | (78) | (95) |
Deferred compensation | 78 | 95 |
Total shareholders' equity | 95,309 | 99,987 |
Noncontrolling interest in subsidiaries | (555) | (1,538) |
Total equity | 94,754 | 98,449 |
Total liabilities and equity | $ 277,231 | $ 280,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Statement of Operations [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 544,000 | $ 132,000 |
Preferred Stock, Liquidation Preference, Value | $ 64,020,000 | $ 64,020,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 39,583,333 | 33,333,333 |
Common stock, shares issued | 25,964,710 | 23,930,000 |
Common stock, shares outstanding | 25,964,710 | 23,930,000 |
Treasury stock, shares | 5,845 | 3,796 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | ||
Revenues: | ||||
Product sales (including $100.5 million, $115.0 million and $81.6 million of related party revenue) | $ 128,595 | $ 136,842 | $ 145,071 | |
Service agreements and license revenues (including $11.4 million, $14.9 million and $20.1 million of related party revenue) | 21,012 | 25,956 | 28,141 | |
Advanced technologies contract revenues (including $0.6 million, $0.4 million and $0.3 million of related party revenue) | 13,470 | 17,495 | 14,446 | |
Total revenues | 163,077 | 180,293 | 187,658 | |
Costs of revenues: | ||||
Cost of product sales | 118,530 | 126,866 | 136,989 | |
Cost of Services | 18,301 | 23,037 | 29,683 | |
Cost of advanced technologies contract revenues | 13,470 | 16,664 | 13,864 | |
Total costs of revenues | 150,301 | 166,567 | 180,536 | |
Gross profit | 12,776 | 13,726 | 7,122 | |
Operating expenses: | ||||
Administrative and selling expenses | 24,226 | 22,797 | 21,218 | |
Research and development expenses | 17,442 | 18,240 | 15,717 | |
Total operating expenses | 41,668 | 41,037 | 36,935 | |
Loss from operations | (28,892) | (27,311) | (29,813) | |
Interest expense | (2,960) | (3,561) | (3,973) | |
Income from equity investment | 0 | 0 | 46 | |
Other income (expense), net | 2,442 | (7,523) | (1,208) | |
Loss before provision for income taxes | (29,410) | (38,395) | (34,948) | |
Provision for income taxes | (274) | (488) | (371) | |
Net loss | (29,684) | (38,883) | (35,319) | |
Net loss attributable to noncontrolling interest | 325 | 758 | 961 | |
Net loss attributable to FuelCell Energy, Inc. | (29,359) | (38,125) | (34,358) | |
Preferred stock dividends | (3,200) | (3,200) | (3,200) | |
Net loss to common shareholders | $ (32,559) | $ (41,325) | $ (37,558) | |
Net loss to common shareholders per share | ||||
Basic | $ (1.33) | $ (2.02) | $ (2.42) | |
Diluted | $ (1.33) | $ (2.02) | $ (2.42) | [1] |
Weighted average shares outstanding | ||||
Basic | 24,513,731 | 20,473,915 | 15,543,750 | |
Diluted | 24,513,731 | 20,473,915 | 15,543,750 | |
[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 and convertible preferred stock. At October 31, 2015, 2014 and 2013, there were options to purchase 0.3 million shares of common stock. At October 31, 2015, 2014 and 2013, respectively, there were warrants to purchase 0.2 million, 0.5 million and 0.4 million shares of common stock, which were not included in the calculation of diluted earnings per share as they would be antidiulutive. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Product sales | $ 128,595 | $ 136,842 | $ 145,071 |
Service agreements and license revenues | 21,012 | 25,956 | 28,141 |
Advanced technologies contract revenues | 13,470 | 17,495 | 14,446 |
Related Party [Member] | |||
Product sales | 100,500 | 115,000 | 81,600 |
Service agreements and license revenues | 11,400 | 14,900 | 20,100 |
Advanced technologies contract revenues | $ 600 | $ 400 | $ 290 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Net loss | $ (29,684) | $ (38,883) | $ (35,319) |
Foreign currency translation adjustments | (350) | (260) | 35 |
Comprehensive loss | $ (30,034) | $ (39,143) | $ (35,284) |
Consolidated Statements of Chan
Consolidated Statements of Changes in (Deficit) Equity - USD ($) $ in Thousands | 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] |
Balance at (in shares) at Oct. 31, 2012 | 15,488,010 | |||||||
Balance at at Oct. 31, 2012 | $ 14,128 | $ 2 | $ 751,272 | $ (736,831) | $ 66 | $ (53) | $ 53 | $ (381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 357,983 | |||||||
Sale of common stock | 5,548 | $ 0 | 5,548 | |||||
Common stock issued for acquisition (in shares) | 293,897 | |||||||
Common stock issued for acquisition | 3,563 | $ 0 | 3,563 | |||||
Share based compensation | 2,226 | 2,226 | ||||||
Stock issued under benefit plans (in shares) | 219,310 | |||||||
Stock issued under benefit plans | (173) | (173) | ||||||
Sale of noncontrolling interest in subsidiary | 0 | (562) | (562) | |||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Noncontrolling interest in subsidiaries | (961) | (961) | ||||||
Foreign currency translation adjustments | 35 | 35 | ||||||
Net loss attributable to FuelCell Energy, Inc. | (34,358) | (34,358) | ||||||
Balance at (in shares) at Oct. 31, 2013 | 16,359,200 | |||||||
Balance at at Oct. 31, 2013 | (13,192) | $ 2 | 758,674 | (771,189) | 101 | (53) | 53 | (780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 4,973,604 | |||||||
Sale of common stock | 105,966 | $ 0 | 105,966 | |||||
Common stock issued for convertible note conversions including interest, shares | 2,063,896 | |||||||
Common stock issued for convertible note conversions including interest, value | 33,306 | $ 0 | 33,306 | |||||
Common stock issued for acquisition | 0 | |||||||
Common stock issued to settle make-whole obligation, shares | 459,523 | |||||||
Common stock issued to settle make-whole obligation, value | 12,883 | 12,883 | ||||||
Share based compensation | 2,908 | 2,908 | ||||||
Stock issued under benefit plans (in shares) | 76,136 | |||||||
Stock issued under benefit plans | (1,079) | (1,079) | ||||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation (in shares) | (2,359) | |||||||
Adjustment for deferred compensation | (42) | |||||||
Adjustment for deferred compensation | 0 | 42 | ||||||
Noncontrolling interest in subsidiaries | (758) | (758) | ||||||
Foreign currency translation adjustments | (260) | (260) | ||||||
Net loss attributable to FuelCell Energy, Inc. | $ (38,125) | (38,125) | ||||||
Balance at (in shares) at Oct. 31, 2014 | 23,930,000 | 23,930,000 | ||||||
Balance at at Oct. 31, 2014 | $ 98,449 | $ 2 | 909,458 | (809,314) | (159) | (95) | 95 | (1,538) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 1,845,166 | |||||||
Sale of common stock | 26,921 | $ 1 | 26,920 | |||||
Common stock issued for acquisition | 0 | |||||||
Share based compensation | 3,157 | 3,157 | ||||||
Stock issued under benefit plans (in shares) | 191,593 | |||||||
Stock issued under benefit plans | (539) | (539) | ||||||
Sale of noncontrolling interest in subsidiary | 0 | (1,308) | (1,308) | |||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation (in shares) | (2,049) | |||||||
Adjustment for deferred compensation | 17 | |||||||
Adjustment for deferred compensation | 0 | (17) | ||||||
Noncontrolling interest in subsidiaries | (325) | (325) | ||||||
Foreign currency translation adjustments | (350) | (350) | ||||||
Net loss attributable to FuelCell Energy, Inc. | $ (29,359) | (29,359) | ||||||
Balance at (in shares) at Oct. 31, 2015 | 25,964,710 | 25,964,710 | ||||||
Balance at at Oct. 31, 2015 | $ 94,754 | $ 3 | $ 934,488 | $ (838,673) | $ (509) | $ (78) | $ 78 | $ (555) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (29,684) | $ (38,883) | $ (35,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 3,157 | 2,908 | 2,226 |
Income from equity investment | 0 | 0 | (46) |
(Gain) Loss from change in fair value of embedded derivatives | (23) | (126) | 1,359 |
Make whole derivative expense | 0 | 8,347 | 0 |
Depreciation | 4,099 | 4,384 | 4,097 |
Amortization of convertible note discount and non-cash interest expense | 1,830 | 2,140 | 2,480 |
Foreign Currency Transaction Gains | (2,075) | (571) | (443) |
Other non-cash transactions | 412 | 146 | 61 |
(Increase) decrease in operating assets: | |||
Accounts receivable | 3,173 | (15,378) | (12,000) |
Inventories | (10,100) | 1,059 | (5,901) |
Project assets | (11,398) | 0 | 0 |
Other assets | 1,022 | 3,417 | 6,076 |
Increase (decrease) in operating liabilities: | |||
Accounts payable | (7,224) | (1,566) | 11,776 |
Accrued liabilities | 6,435 | (11,056) | (172) |
Deferred revenue | (3,898) | (12,289) | 9,148 |
Net cash used in operating activities | (44,274) | (57,468) | (16,658) |
Cash flows from investing activities: | |||
Capital expenditures | (6,930) | (6,295) | (6,551) |
Expenditures for long-term project assets | 0 | (784) | 0 |
Cash acquired from acquisition | 0 | 0 | 357 |
Net cash used in provided by investing activities | (6,930) | (7,079) | (6,194) |
Cash flows from financing activities: | |||
Repayment of debt | (1,535) | (5,971) | (374) |
Proceeds from debt | 6,763 | 250 | 45,250 |
Financing costs for convertible debt securities | 0 | 0 | (2,472) |
(Increase) decrease in restricted cash and cash equivalents | (1,765) | (15,120) | 632 |
Proceeds from sale of common stock, net of registration fees | 27,060 | 105,844 | 5,040 |
Payment of preferred dividends and return of capital | (4,202) | (4,343) | (4,442) |
Common stock issued for stock plans and related expenses | 133 | 161 | 0 |
Net cash provided by financing activities | 26,454 | 80,821 | 43,634 |
Effects on cash from changes in foreign currency rates | (108) | (260) | 35 |
Net increase in cash and cash equivalents | (24,858) | 16,014 | 20,817 |
Cash and cash equivalents-beginning of period | 83,710 | 67,696 | 46,879 |
Cash and cash equivalents-end of period | $ 58,852 | $ 83,710 | $ 67,696 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Oct. 31, 2015 | |
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. Our operations are funded primarily through sales of equity instruments to strategic investors or in public markets, debt financing and local or state government loans or grants. In order to 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.; Eastern Connecticut Fuel Cell Properties, LLC, Killingly Fuel Cell Park, LLC and DFC ERG CT, LLC, which were formed for the purpose of developing projects within Connecticut; UCI Fuel Cell, LLC, Riverside Fuel Cell, LLC and SRJFC, LLC, which were formed for the purpose of developing projects within California; Setauket Fuel Cell Park, LLC, Cedar Creek Fuel Cell, LLC, EPCAL Fuel Cell Park, LLC, Yaphank Fuel Cell Park, LLC and Farmingdale Fuel Cell, LLC which were formed for the purpose of developing projects within New York; FCE Korea Ltd., which was formed to facilitate our business operations in South Korea; and Versa Power Systems, Inc. ("Versa"), a domestic entity, which includes its Canadian subsidiary Versa Power Systems Ltd., 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. FuelCell Energy Solutions GmbH (“FCES GmbH”), a joint venture with Fraunhofer IKTS (Fraunhofer), facilitates business development in Europe. We have an 89% interest in FCES GmbH and accordingly, the financial results are consolidated with our financial results. All intercompany accounts and transactions have been eliminated. On December 3, 2015, we effected a 1-for-12 reverse stock split, reducing the number of our common shares outstanding on that date from 314.5 million shares to approximately 26.2 million shares. Concurrently with the reverse stock split the number of authorized shares of our common stock was reduced proportionately from 475 million shares to 39.6 million shares. Additionally, the conversion price of our Series B Preferred Stock, and the exchange price of our Series 1 Preferred Shares, the exercise price of all outstanding options and warrants, and the number of shares reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately to the reverse stock split. All such amounts presented herein have been adjusted retroactively to reflect these changes. Certain reclassifications have been made to the prior year amounts to conform to the current year presentation. Prior year project assets have been reclassed on the Consolidated Balance Sheets from Property, plant and equipment, net to Project assets noncurrent, Expenditures for long-term project assets for the year ended October 31, 2014 has been reclassed on the Consolidated Statement of Cash Flows from Capital expenditures and foreign currency transactions gains for the years ended October 31, 2014 and 2013 have been reclassed on the Consolidated Statement of Cash Flows from Other non-cash transactions to Foreign currency transaction gains. 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, 2015, $26.9 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $25.1 million pledged at October 31, 2014. The restricted cash balance 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, 2015 and 2014, we had outstanding letters of credit of $8.7 million and $7.4 million , respectively, which expire on various dates through April 2019. Cash and cash equivalents at October 31, 2015 also included $9.6 million of cash advanced by POSCO Energy for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. 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 valuation allowances 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. Project Assets Project assets consist primarily of capitalized costs for fuel cell projects in various stages of development whereby the Company has entered into power purchase agreements prior to entering into a definitive sales or long-term financing agreement for the project. These projects are actively being marketed and intended to be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. We classify project assets as current if the expected commercial operation date is less than twelve months and long-term if it is greater than twelve months from the balance sheet date. The current portion of project assets are currently held for sale, however, should the Company elect to retain a project asset, it will be classified as long-term upon such election. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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, 2015. The goodwill and intangible assets all relate to the Company's Versa reporting unit. 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 any of the years presented. 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. No impairment charges were recorded during any of the years presented. 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 a power purchase agreement ("PPA"), (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 power plant construction, module 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 and license and royalty 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, project 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 revenue. Revenues are recognized based on the proportion of costs incurred to date relative to total estimated costs at completion as compared to the contract value. 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 accrual of $0.03 million at October 31, 2014. There was no contract loss accrual recorded at October 31, 2015. Actual results could vary from initial estimates and reserve estimates will be updated as conditions change. Revenue from the sale of fuel cell modules, component part 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. 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, 2015 and October 31, 2014, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet, totaled $1.0 million and $1.2 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 $2.6 million and $0.8 million at October 31, 2015 and 2014, respectively. The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds 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, 2015, our loss accruals on service agreements totaled $0.8 million compared to $3.0 million at October 31, 2014. 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, 2015, the asset related to the residual value of replacement modules in power plants under service agreements was $2.5 million compared to $2.7 million at October 31, 2014. License Agreements and Royalty Income We generally recognize license fees and other revenue over the term of the associated agreement. License fees and royalty income have been included within revenues on the consolidated 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% to 3.0% 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% 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, whereby 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 3.0% royalty on each fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives compensation as recognized revenue for services rendered. The Company recorded license and royalty income of $3.9 million , $4.3 million and $4.1 million for the years ended October 31, 2015, 2014 and 2013, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the license payments discussed above as well as a 3.0% royalty on POSCO Energy net product sales related to FCE's technology and 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. 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, 2015, 2014 and 2013, our top customers accounted for 94% , 88% and 88% , respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2015, 2014 and 2013, respectively are presented below. 2015 2014 2013 POSCO Energy 67 % 69 % 54 % The United Illuminating Company 14 % 9 % — % Bridgeport Dominion Fuel Cell, LLC 3 % 3 % 29 % Department of Energy 5 % 4 % 5 % Pepperidge Farms 3 % — % — % NRG Energy 2 % 3 % — % Total 94 % 88 % 88 % POSCO Energy is a related party and owns approximately 10% of the outstanding common shares of the Company and NRG Energy is a related party and owns approximately 5% of the outstanding common shares of the Company. Derivatives We do not use derivatives for speculative purposes and through fiscal year end 2015, have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to operations. Refer to Note 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 uncollectable receivables, depreciation and amortization, impairment of goodwill, intangible and long-lived assets, income 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 (loss) within stockholders’ equity (deficit). Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and 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 gains of $1.7 million , $0.6 million and $0.4 million for the years ended October 31, 2015, 2014 and 2013, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. Recent Accounting Guidance Not Yet Effective In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU simplifies the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt instrument, consistent with debt discounts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015 and for interim periods therein. Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial position. 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. In March 2015, the FASB voted to defer the effective date by one year, but allow adoption as of the original adoption date. We are evaluating the financial statement impacts of the guidance in this ASU and determining which transition method we will utilize. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Oct. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | Note 2. Accounts Receivable Accounts receivable at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Advanced Technology (including U.S. Government (1) ): Amount billed $ 433 $ 2,517 Unbilled recoverable costs 3,077 2,886 3,510 5,403 Commercial customers: Amount billed 19,331 8,871 Unbilled recoverable costs 37,949 50,101 57,280 58,972 $ 60,790 $ 64,375 (1) Total U.S. Government accounts receivable outstanding at October 31, 2015 and 2014 is $2.6 million and $1.7 million , respectively. 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 $0.5 million and $0.1 million at October 31, 2015 and 2014, respectively. Commercial customers accounts receivable (including unbilled recoverable costs) include amounts due from POSCO Energy of $34.4 million and $29.9 million , and amounts due from NRG of $0.02 million and $5.5 million at October 31, 2015 and 2014, respectively. |
Inventories
Inventories | 12 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Raw materials $ 29,103 $ 25,460 Work-in-process (1) 36,651 30,435 Inventories $ 65,754 $ 55,895 (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, 2015 and 2014 is $13.3 million and $19.2 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 reserves of approximately $0.2 million and $1.4 million at October 31, 2015 and 2014, respectively. |
Project Assets (Notes)
Project Assets (Notes) | 12 Months Ended |
Oct. 31, 2015 | |
Project assets [Abstract] | |
Project assets [Text Block] | Note 4. Project Assets Project assets at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Current project assets 5,260 — Long-term project assets 6,922 784 Project assets 12,182 784 Current project assets include projects that are currently under construction by the Company under a PPA. The current portion of project assets of $5.3 million includes two projects that are under construction by the Company. This balance will fluctuate based on timing of construction and sale of the projects to third parties. The long-term portion of project assets of $6.9 million represents a fuel cell project which was sold under a sales leaseback transaction in December 2015 (see Note 20). The Consolidated Statement of Cash Flows for 2015 reflects all expenditures for project assets within operating activities consistent with the current Balance Sheet classification at the time such expenditures were incurred during the year. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | Note 5. Property, Plant and Equipment Property, plant and equipment at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 9,263 9,117 10-26 years Machinery, equipment and software 83,578 75,084 3-8 years Furniture and fixtures 3,137 2,955 10 years Power plants for use under PPAs — 996 3-10 years Construction in progress 9,948 10,534 — 106,450 99,210 Accumulated depreciation (77,448 ) (73,385 ) Property, plant and equipment, net $ 29,002 $ 25,825 Depreciation expense was $4.1 million , $4.4 million and $4.1 million for the years ended October 31, 2015, 2014 and 2013, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Oct. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6. Goodwill and Intangible Assets At October 31, 2015 and 2014, the Company had goodwill of $4.1 million and intangible assets of $9.6 million associated with the 2012 Versa acquisition. The intangible asset represents indefinite lived in-process research and development. The Company has completed a qualitative assessment at July 31, 2015 and determined that the goodwill and indefinite-lived intangible asset are not impaired. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Oct. 31, 2015 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 7. Other Current Assets Other current assets at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Advance payments to vendors (1) $ 2,281 $ 2,372 Deferred finance costs (2) 198 129 Notes receivable 585 529 Prepaid expenses and other (3) 3,890 4,498 $ 6,954 $ 7,528 (1) Advance payments to vendors relate to inventory purchases. (2) Primarily represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan agreement (see Note 10) and will be amortized over the five-year life of the facility. (3) Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets, net
Other Assets, net | 12 Months Ended |
Oct. 31, 2015 | |
Other Assets, net [Abstract] | |
Other Assets, net | Note 8. Other Assets, net Other assets, net at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Long-term stack residual value (1) $ 2,509 $ 2,725 Deferred finance costs (2) $ 354 $ 483 Other 279 521 Other assets, net $ 3,142 $ 3,729 (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 full cost of the module is expensed at the time of the module exchange. (2) Represents the long-term portion of direct deferred finance costs relating to securing a $40.0 million loan facility (see Note 10) and will be amortized over the five-year life of the facility. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities Accrued liabilities at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Accrued payroll and employee benefits $ 3,914 $ 4,432 Accrued contract and operating costs — 34 Accrued product warranty costs (1) 964 1,156 Accrued service agreement costs 3,437 3,882 Accrued taxes, legal, professional and other 3,292 2,562 Accrued material purchases (2) 7,568 — $ 19,175 $ 12,066 (1) Activity in the accrued product warranty costs during the year ended October 31, 2015 and 2014 included additions for estimates of potential future warranty obligations of $0.6 million and $2.4 million , respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.8 million and $1.2 million , respectively, as contracts progress through the warranty period or are beyond the warranty period. (2) The Company acts as a procurement agent for POSCO under the Integrated Global Supply Chain Plan ("IGSCP") whereby the Company procures materials on POSCO's behalf for its production facility. The liability represents amounts received for the purchase of materials on behalf of POSCO. Amounts due to vendors is recorded as Accounts Payable. |
Debt and Leases
Debt and Leases | 12 Months Ended |
Oct. 31, 2015 | |
Debt and Leases [Abstract] | |
Debt and Leases | Note 10. Debt Debt at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Revolving credit facility $ 2,945 $ 945 Connecticut Development Authority Note 2,817 3,033 Connecticut Clean Energy and Finance Investment Authority Note 6,052 6,052 NRG loan agreement 3,763 — Capitalized lease obligations 726 721 Total debt $ 16,303 $ 10,751 Current portion of long-term debt (7,358 ) (1,439 ) Long-term debt $ 8,945 $ 9,312 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, 2015 are as follows (in thousands): Year 1 $ 4,412 Year 2 482 Year 3 2,411 Year 4 — Year 5 — Thereafter 6,053 $13,358 On August 1, 2014, the Company entered into a 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 outstanding principal balance of the facility will bear interest, at the option of the Company, of either the one-month LIBOR plus 1.5% 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. The credit facility expired on November 28, 2015 in conjunction with the Export-Import Bank charter expiration and the outstanding balance was paid back subsequent to year-end on November 24, 2015. The Export-Import Bank Charter was subsequently renewed and the Company is working with JPMorgan on reinstating the facility. On July 30, 2014, FuelCell Finance entered into a Loan Agreement for a revolving credit facility with NRG (the “Loan Agreement”). 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% per annum for construction-period financing and 8.0% 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. During fiscal year 2015, our project finance subsidiary, UCI Fuel Cell LLC, borrowed $3.8 million which is secured by project assets of this subsidiary. The term of this loan is up to five years but the intent is to repay within one year in anticipation of the project being sold or refinanced at the option of the Company. 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 2.04 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. As a result of the Note conversions, 0.5 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 . The make-whole charge is included in Other income (expense), net on the consolidated statements of operations. 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% 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% . 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. Subsequent to October 31, 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received $ 10 million of low-cost financing, to be used for the first phase of our expansion of the Torrington facility. See Note 20. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | Note 11. Shareholders’ Equity 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 2.04 million shares of common stock related to the conversions, 0.5 million shares to settle the make-whole obligation and 0.03 million shares for accrued interest. On July 30, 2014, the Company entered into a Securities Purchase Agreement with NRG and issued 1.2 million shares of common stock to NRG at a per share price of $28.68 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 to purchase up to 0.2 million shares of the Company's common stock at an exercise price of $40.2 per share, expiring July 30, 2017. The warrants qualify for permanent equity accounting treatment. On January 23, 2014, the Company completed a public offering of 1.9 million shares of common stock, including 0.3 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 $18.00 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 2015 and 2014, the Company sold 1.9 million and 1.6 million shares, respectively of the Company's common stock at prevailing market prices through periodic trades on the open market and raised approximately $26.9 million and $41.3 million , respectively, net of fees. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Oct. 31, 2015 | |
Preferred Stock [Abstract] | |
Redeemable Preferred Stock | Note 12. Redeemable Preferred Stock Redeemable Series B Preferred Stock We have 250,000 shares of our 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 ) (“Series B Preferred Stock”) authorized for issuance. At October 31, 2015 and 2014, 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 Company, 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, 2015, 2014 and 2013. There were no cumulative unpaid dividends at October 31, 2015 and 2014. • 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, 2015 and 2014, 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 7.0922 shares of our common stock (which is equivalent to an initial conversion price of $141 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% of the then prevailing conversion price ( $141 at October 31, 2015) 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% 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. ("Enbridge"), the sole holder of the Series 1 Preferred Shares. 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 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 during each of fiscal years 2015, 2014 and 2013, under the terms of the modified agreement, including the recording of interest expense, which reflects the amortization of the fair value discount, of approximately Cdn. $2.3 million , Cdn. $2.1 million and Cdn. $2.0 million , respectively. At October 31, 2015 and 2014, the carrying value of the Series 1 Preferred shares was Cdn. $ 16.9 million ( $12.9 million ) and Cdn. 15.8 million ( $14.2 million ), 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% 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. $1,664.52 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% 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% 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 bifurcated 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, 2015 and 2014 was $0.7 million . |
Segment Information
Segment Information | 12 Months Ended |
Oct. 31, 2015 | |
Segment Information [Abstract] | |
Segment Information | Note 13. Segment Information We are engaged in the development, design, production, construction 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, 2015, 2014 and 2013 were as follows (in thousands): 2015 2014 2013 United States $ 52,109 $ 52,765 $ 80,199 South Korea 109,953 124,669 101,928 England 142 119 2,036 Germany 764 869 1,503 Canada — 820 1,912 Spain 109 1,051 80 Total $ 163,077 $ 180,293 $ 187,658 Service agreement revenue which is included within Service agreements and license revenues on the consolidated statement of operations was $16.3 million , $21.7 million and $24.0 million , for the years ended October 31, 2015, 2014 and 2013, respectively. Long-lived assets located outside of the United States at October 31, 2015 and 2014 are not significant individually or in the aggregate. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Oct. 31, 2015 | |
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, 2 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. The Company also has an international award program to provide RSUs for the benefit of certain employees outside the United States. At October 31, 2015, there were 0.4 million shares available for grant. At October 31, 2015 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 at October 31, 2015. Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands): 2015 2014 2013 Cost of revenues $ 769 $ 751 $ 584 General and administrative expense 1,990 1,718 1,325 Research and development expense 360 436 308 $ 3,119 $ 2,905 $ 2,217 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: 2015 2014 2013 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 1.7 % 2.3 % 1.2 % Volatility 80.3 % 81.1 % 76.5 % 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, 2015: Weighted- Average Option Options Shares Price Outstanding at October 31, 2014 252,340 $ 77.04 Granted 31,106 $ 13.24 Canceled (25,677 ) $ 102.22 Outstanding at October 31, 2015 257,769 $ 57.89 The weighted average grant-date fair value per share for options granted during the years ended October 31, 2015, 2014 and 2013 was $13.24 , $21.48 and $7.92 , respectively. There were no options exercised in fiscal year 2015, 2014 or 2013. The following table summarizes information about stock options outstanding and exercisable at October 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Number Remaining Exercise Number Exercise Exercise Prices outstanding Contractual Life Price exercisable Price $3.24 — $61.20 144,495 6.7 $ 20.64 128,392 $ 21.72 $61.21 — $119.04 81,546 1.8 $ 96.85 81,546 $ 96.85 $119.05 — $176.88 31,728 0.6 $ 127.42 31,728 $ 127.42 257,769 4.4 $ 57.89 241,666 $ 60.95 There was no intrinsic value for options outstanding and exercisable at October 31, 2015. Restricted Stock Awards and Units The following table summarizes our RSA and RSU activity for the year ended October 31, 2015: Weighted- Average Restricted Stock Awards and Units Shares Price Outstanding at October 31, 2014 393,673 17.88 Granted 253,902 15.26 Vested (148,920 ) 17.51 Forfeited (15,085 ) 17.31 Outstanding at October 31, 2015 483,570 16.67 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, 2015, the 0.5 million outstanding RSAs and RSUs had an average remaining life of 1.8 years and an aggregate intrinsic value of $4.7 million . At October 31, 2015, total unrecognized compensation cost related to nonvested stock options and RSAs including RSUs was $0.1 million and $6.3 million , respectively, which is expected to be recognized over the next 1.0 and 1.7 years, respectively, on a weighted-average basis. Stock Awards During the years ended October 31, 2015, 2014 and 2013, we awarded 2,399 , 979 and 2,482 shares, respectively, of fully vested, unrestricted 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% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% 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, 2015, there were 4,708 shares of common stock available for issuance under the ESPP. ESPP activity for the year ended October 31, 2015 was as follows: Number of ESPP Shares Balance at October 31, 2014 23,517 Issued at $20.64 per share (8,182 ) Issued at $12.60 per share (10,627 ) Available for issuance at October 31, 2015 4,708 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: 2015 2014 2013 Expected life (in years) 0.5 0.5 0.5 Risk free interest rate 0.07 % 0.08 % 0.15 % Volatility 72.0 % 75.0 % 75.0 % Dividends yield — % — % — % The weighted-average fair value of shares issued under the ESPP during fiscal year 2015 was $16.08 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. Matching contributions of 2% under the Plan aggregated $0.4 million , $0.3 million and $ 0.3 million for the years ended October 31, 2015, 2014, and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, 2014, and 2013 were as follows (in thousands): 2015 2014 2013 U.S. $ (26,459 ) $ (35,167 ) $ (31,044 ) Foreign (2,951 ) (3,228 ) (3,904 ) Loss before income taxes $ (29,410 ) $ (38,395 ) $ (34,948 ) There was current income tax expense of $0.3 million , $0.5 million and $0.4 million related to foreign withholding taxes and income taxes in South Korea and no deferred federal income tax expense (benefit) for the years ended October 31, 2015, 2014 and 2013. Franchise tax expense, which is included in administrative and selling expenses, was $0.2 million for each of the years ended October 31, 2015, 2014 and 2013. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2015, 2014 and 2013 was as follows: 2015 2014 2013 Statutory federal income tax rate (34.0 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (0.1 )% (1.8 )% (1.7 )% Foreign withholding tax 0.9 % 1.0 % 0.9 % Net operating loss adjustment and true-ups 4.7 % (25.4 )% 0.1 % Nondeductible expenditures 0.1 % 14.5 % 0.8 % Change in state tax rate 1.6 % (0.8 )% 10.5 % Other, net 0.4 % 0.4 % 4.1 % Valuation allowance 27.3 % 47.1 % 20.3 % Effective income tax rate 0.9 % 1.0 % 1.0 % Our deferred tax assets and liabilities consisted of the following at October 31, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Compensation and benefit accruals $ 8,389 $ 7,591 Bad debt and other allowances 1,109 1,859 Capital loss and tax credit carry-forwards 12,998 13,486 Net operating losses (domestic and foreign) 257,373 247,170 Deferred license revenue 9,313 8,894 Inventory valuation allowances 77 521 Investment in partnerships — 404 Accumulated depreciation 535 590 Gross deferred tax assets: 289,794 280,515 Valuation allowance (289,794 ) (280,515 ) 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 $4.6 million of the valuation allowance will reduce additional paid in capital upon subsequent recognition of any related tax benefits. In connection with our 2012 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, 2015, we had federal and state NOL carryforwards of $721.0 million and $406.0 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 2035 while state NOL carryforwards expire in varying amounts from fiscal year 2015 through 2035 . Additionally, we had $11 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 fiscal year 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 2015 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 2015 under Section 382. The acquisition of VERSA in fiscal year 2013 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, 2015 and 2014 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 1999 to the present. We are currently not under any income tax examinations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, 2014 and 2013 was as follows: 2015 2014 2013 Numerator Net loss $ (29,684 ) $ (38,883 ) $ (35,319 ) Net loss attributable to noncontrolling interest 325 758 961 Preferred stock dividend (3,200 ) (3,200 ) (3,200 ) Net loss attributable to common shareholders $ (32,559 ) $ (41,325 ) $ (37,558 ) Denominator Weighted average basic common shares 24,513,731 20,473,915 15,543,750 Effect of dilutive securities (1) — — — Weighted average diluted common shares 24,513,731 20,473,915 15,543,750 Basic loss per share (1.33 ) (2.02 ) (2.42 ) Diluted loss per share (1) (1.33 ) (2.02 ) (2.42 ) (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 and convertible preferred stock. At October 31, 2015, 2014 and 2013, there were options to purchase 0.3 million shares of common stock. At October 31, 2015, 2014 and 2013, respectively, there were warrants to purchase 0.2 million , 0.5 million and 0.4 million shares of common stock, which were not included in the calculation of diluted earnings per share as they would be antidiulutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Lease agreements At October 31, 2015 and 2014, we had capital lease obligations of $0.7 million. 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 2019. Rent expense was $1.7 million , $1.7 million and $1.6 million for the years ended October 2015, 2014 and 2013, respectively. Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2015 were as follows (in thousands): Operating Leases Capital Leases 2016 $ 1,771 $ 422 2017 1,360 243 2018 891 61 2019 755 — 2020 374 — Thereafter 62 — Total $ 5,213 $ 726 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 $2.6 million and $0.8 million at October 31, 2015 and 2014, respectively, and is recorded in Accrued Liabilities. Our loss accrual on service agreements, excluding the accrual for performance guarantees, totaled $0.8 million and $3.0 million at October 31, 2015 and 2014, 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. Plant Expansion Subsequent to year-end, we commenced the first phase of our project to expand the existing 65,000 square foot manufacturing facility in Torrington, Connecticut by approximately 102,000 square feet for a total size of 167,000 square feet. On November 9, 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10 million to be used for the first phase of the expansion project. See Note 20 for additional information. Other At October 31, 2015, the Company has unconditional purchase commitments aggregating $57.1 million , for materials, supplies and services in the normal course of business. 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 Informat
Supplemental Cash Flow Information | 12 Months Ended |
Oct. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2015 2014 2013 Cash interest paid $ 677 $ 1,892 $ 280 Income taxes paid $ 8 $ 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 Stock Purchase Plan in settlement of prior year accrued employee contributions $ 169 $ 106 $ 85 Common stock issued for acquisition of Versa $ — $ — $ 3,563 Accrued sale of common stock, cash received in a subsequent period $ 494 $ 633 $ 509 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Oct. 31, 2015 | |
Quarterly Information (Unaudited) [Abstract] | |
Quarterly Information (Unaudited) | Note 18. Quarterly Information (Unaudited) Selected unaudited financial data for each quarter of fiscal year 2015 and 2014 is presented below (in thousands). We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. (in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Year ended October 31, 2015 Revenues $ 41,670 $ 28,600 $ 41,356 $ 51,451 $ 163,077 Gross profit 4,014 2,023 3,595 3,144 12,776 Loss on operations (5,130 ) (8,793 ) (7,103 ) (7,866 ) (28,892 ) Net loss (4,154 ) (9,997 ) (6,628 ) (8,905 ) (29,684 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (4,866 ) (10,694 ) (7,339 ) (9,660 ) (32,559 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.20 ) $ (0.44 ) $ (0.29 ) $ (0.38 ) $ (1.33 ) 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) $ (0.68 ) $ (0.82 ) $ (0.36 ) $ (0.26 ) (2.02 ) (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. |
Subsequent events (Notes)
Subsequent events (Notes) | 12 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent to year-end, we commenced the first phase of our project to expand the existing 65,000 square foot manufacturing facility in Torrington, Connecticut by approximately 102,000 square feet for a total size of 167,000 square feet. Initially, this additional space will be used to enhance and streamline logistics functions through consolidation of satellite warehouse locations and will provide the space needed to reconfigure the existing production process to improve manufacturing efficiencies and realize cost savings. On November 9, 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10 million to be used for the first phase of the expansion project. In conjunction with this financing, the Company entered into a $10 million Promissory Note and related security agreements securing the loan with equipment liens and a mortgage on its Danbury, Connecticut location. Pursuant to the terms of the loan, payment of principal is deferred for the first four years. Interest at a fixed rate of 2.0% is payable beginning December 2015. The financing is payable over 15 years , and is predicated on certain terms and conditions, including the forgiveness of up to half of the loan principal if certain job retention and job creation targets are reached. In addition, the Company will receive up to $10 million of tax credits earned during the first phase of the expansion. The second phase of our manufacturing expansion, for which we will be eligible to receive an additional $10 million in low-cost financing from the State of Connecticut, will commence as demand supports. This includes adding manufacturing equipment to increase annual capacity from the current 100 megawatts to at least 200 megawatts. Plans for this phase also include the installation of a megawatt scale tri-generation fuel cell plant to power and heat the facility as well as provide hydrogen for the manufacturing process of the fuel cell components, and the creation of an Advanced Technology Center for technology testing and prototype manufacturing. In addition, the final stage of the fuel cell module manufacturing will be relocated to the Torrington facility from its current location at the Danbury, Connecticut headquarters, which will reduce logistics costs. The first phase of the expansion is expected to result in expenditures of up to $23 million that will be partially off-set by the $10 million of first phase funding received from the State of Connecticut. The total investment for both phases of the expansion could be up to $65 million over a five year period, of which $20 million will be funded by low cost financing from the State of Connecticut. Revolving Credit Facility The Company's revolving credit facility with JPMorgan referenced in Note 10 expired on November 28, 2015 in conjunction with the Export-Import Bank charter expiration. The outstanding balance was paid back subsequent to year-end on November 24, 2015. The Export-Import Bank Charter has subsequently been renewed by the U.S. Government and the Company is working with JPMorgan on reinstating the facility during fiscal 2016. Sale Leaseback Tax Equity Facility In December 2015 the Company entered into a sale leaseback tax equity facility with PNC Energy Capital, LLC. (“PNC”) Under this facility, the Company’s project finance subsidiaries may enter into up to $30 million of lease agreements for projects currently under development. The first project to close under the facility on December 23, 2015 was a sale leaseback of the UCI Fuel Cell, LLC power plant which entered into commercial operations in December 2015. Proceeds from PNC totaled approximately $8.8 million and were partially used to settle outstanding construction period debt to NRG referenced under Note 8 to the financial statements. The Company and its project finance subsidiaries will establish reserves for up to $10.0 million to support obligations of the power purchase and service agreements. Such reserves will be classified as restricted cash on the Consolidated Financial Statements and released over time based on project performance. Under the terms of the terms of the sale lease back transactions we make fixed monthly payments to PNC for a period of 10 years and have the option of repurchasing the plants at the end of the term. While we receive financing for the full value of the power plant asset, we do not expect to recognize revenue on the sale leaseback transaction. Instead, revenue is recognized through the sale of electricity and energy credits which are generated as energy is produced. |
Nature of Business and Basis 29
Nature of Business and Basis of Presentation Level 2 (Policies) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, $26.9 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $25.1 million pledged at October 31, 2014. The restricted cash balance 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, 2015 and 2014, we had outstanding letters of credit of $8.7 million and $7.4 million , respectively, which expire on various dates through April 2019. Cash and cash equivalents at October 31, 2015 also included $9.6 million of cash advanced by POSCO Energy for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. |
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. Cost is determined using the first-in, first-out cost method. 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 valuation allowances 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. |
Project Assets Policy [Policy Text Block] | Project Assets Project assets consist primarily of capitalized costs for fuel cell projects in various stages of development whereby the Company has entered into power purchase agreements prior to entering into a definitive sales or long-term financing agreement for the project. These projects are actively being marketed and intended to be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. We classify project assets as current if the expected commercial operation date is less than twelve months and long-term if it is greater than twelve months from the balance sheet date. The current portion of project assets are currently held for sale, however, should the Company elect to retain a project asset, it will be classified as long-term upon such election. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
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, 2015. The goodwill and intangible assets all relate to the Company's Versa reporting unit. 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 any of the years presented. |
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. No impairment charges were recorded during any of the years presented. |
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 a power purchase agreement ("PPA"), (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 power plant construction, module 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 and license and royalty 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, project 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 revenue. Revenues are recognized based on the proportion of costs incurred to date relative to total estimated costs at completion as compared to the contract value. 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 accrual of $0.03 million at October 31, 2014. There was no contract loss accrual recorded at October 31, 2015. Actual results could vary from initial estimates and reserve estimates will be updated as conditions change. Revenue from the sale of fuel cell modules, component part 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. 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, 2015 and October 31, 2014, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet, totaled $1.0 million and $1.2 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 $2.6 million and $0.8 million at October 31, 2015 and 2014, respectively. The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds 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, 2015, our loss accruals on service agreements totaled $0.8 million compared to $3.0 million at October 31, 2014. 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, 2015, the asset related to the residual value of replacement modules in power plants under service agreements was $2.5 million compared to $2.7 million at October 31, 2014. |
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. License fees and royalty income have been included within revenues on the consolidated 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% to 3.0% 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% 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, whereby 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 3.0% royalty on each fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives compensation as recognized revenue for services rendered. The Company recorded license and royalty income of $3.9 million , $4.3 million and $4.1 million for the years ended October 31, 2015, 2014 and 2013, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the license payments discussed above as well as a 3.0% royalty on POSCO Energy net product sales related to FCE's technology and 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. |
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, 2015, 2014 and 2013, our top customers accounted for 94% , 88% and 88% , respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2015, 2014 and 2013, respectively are presented below. 2015 2014 2013 POSCO Energy 67 % 69 % 54 % The United Illuminating Company 14 % 9 % — % Bridgeport Dominion Fuel Cell, LLC 3 % 3 % 29 % Department of Energy 5 % 4 % 5 % Pepperidge Farms 3 % — % — % NRG Energy 2 % 3 % — % Total 94 % 88 % 88 % POSCO Energy is a related party and owns approximately 10% of the outstanding common shares of the Company and NRG Energy is a related party and owns approximately 5% 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 2015, have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to operations. Refer to Note 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 uncollectable receivables, depreciation and amortization, impairment of goodwill, intangible and long-lived assets, income 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 (loss) within stockholders’ equity (deficit). Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and 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 gains of $1.7 million , $0.6 million and $0.4 million for the years ended October 31, 2015, 2014 and 2013, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. |
Recent Accounting Guidance Not Yet Effective [Policy Text Block] | Recent Accounting Guidance Not Yet Effective In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU simplifies the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt instrument, consistent with debt discounts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015 and for interim periods therein. Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial position. 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. In March 2015, the FASB voted to defer the effective date by one year, but allow adoption as of the original adoption date. 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 30
Nature of Business and Basis of Presentation (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, 2014 and 2013, respectively are presented below. 2015 2014 2013 POSCO Energy 67 % 69 % 54 % The United Illuminating Company 14 % 9 % — % Bridgeport Dominion Fuel Cell, LLC 3 % 3 % 29 % Department of Energy 5 % 4 % 5 % Pepperidge Farms 3 % — % — % NRG Energy 2 % 3 % — % Total 94 % 88 % 88 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Advanced Technology (including U.S. Government (1) ): Amount billed $ 433 $ 2,517 Unbilled recoverable costs 3,077 2,886 3,510 5,403 Commercial customers: Amount billed 19,331 8,871 Unbilled recoverable costs 37,949 50,101 57,280 58,972 $ 60,790 $ 64,375 (1) Total U.S. Government accounts receivable outstanding at October 31, 2015 and 2014 is $2.6 million and |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Raw materials $ 29,103 $ 25,460 Work-in-process (1) 36,651 30,435 Inventories $ 65,754 $ 55,895 (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, 2015 and 2014 is $13.3 million and $19.2 million , respectively, of completed standard components. |
Project Assets (Tables)
Project Assets (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Project assets [Abstract] | |
Project assets [Table Text Block] | Project assets at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Current project assets 5,260 — Long-term project assets 6,922 784 Project assets 12,182 784 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 9,263 9,117 10-26 years Machinery, equipment and software 83,578 75,084 3-8 years Furniture and fixtures 3,137 2,955 10 years Power plants for use under PPAs — 996 3-10 years Construction in progress 9,948 10,534 — 106,450 99,210 Accumulated depreciation (77,448 ) (73,385 ) Property, plant and equipment, net $ 29,002 $ 25,825 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other current assets at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Advance payments to vendors (1) $ 2,281 $ 2,372 Deferred finance costs (2) 198 129 Notes receivable 585 529 Prepaid expenses and other (3) 3,890 4,498 $ 6,954 $ 7,528 (1) Advance payments to vendors relate to inventory purchases. (2) Primarily represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan agreement (see Note 10) and will be amortized over the five-year life of the facility. (3) 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, 2015 | |
Other Assets, net [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other assets, net at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Long-term stack residual value (1) $ 2,509 $ 2,725 Deferred finance costs (2) $ 354 $ 483 Other 279 521 Other assets, net $ 3,142 $ 3,729 (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 full cost of the module is expensed at the time of the module exchange. (2) Represents the long-term portion of direct deferred finance costs relating to securing a $40.0 million loan facility (see Note 10) and will be amortized over the five-year life of the facility. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Accrued payroll and employee benefits $ 3,914 $ 4,432 Accrued contract and operating costs — 34 Accrued product warranty costs (1) 964 1,156 Accrued service agreement costs 3,437 3,882 Accrued taxes, legal, professional and other 3,292 2,562 Accrued material purchases (2) 7,568 — $ 19,175 $ 12,066 (1) Activity in the accrued product warranty costs during the year ended October 31, 2015 and 2014 included additions for estimates of potential future warranty obligations of $0.6 million and $2.4 million , respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.8 million and $1.2 million , respectively, as contracts progress through the warranty period or are beyond the warranty period. (2) The Company acts as a procurement agent for POSCO under the Integrated Global Supply Chain Plan ("IGSCP") whereby the Company procures materials on POSCO's behalf for its production facility. The liability represents amounts received for the purchase of materials on behalf of POSCO. Amounts due to vendors is recorded as Accounts Payable. |
Debt and Leases (Tables)
Debt and Leases (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Debt at October 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Revolving credit facility $ 2,945 $ 945 Connecticut Development Authority Note 2,817 3,033 Connecticut Clean Energy and Finance Investment Authority Note 6,052 6,052 NRG loan agreement 3,763 — Capitalized lease obligations 726 721 Total debt $ 16,303 $ 10,751 Current portion of long-term debt (7,358 ) (1,439 ) Long-term debt $ 8,945 $ 9,312 |
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, 2015 are as follows (in thousands): Year 1 $ 4,412 Year 2 482 Year 3 2,411 Year 4 — Year 5 — Thereafter 6,053 $13,358 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, 2014 and 2013 were as follows (in thousands): 2015 2014 2013 United States $ 52,109 $ 52,765 $ 80,199 South Korea 109,953 124,669 101,928 England 142 119 2,036 Germany 764 869 1,503 Canada — 820 1,912 Spain 109 1,051 80 Total $ 163,077 $ 180,293 $ 187,658 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 (in thousands): 2015 2014 2013 Cost of revenues $ 769 $ 751 $ 584 General and administrative expense 1,990 1,718 1,325 Research and development expense 360 436 308 $ 3,119 $ 2,905 $ 2,217 |
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: 2015 2014 2013 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 1.7 % 2.3 % 1.2 % Volatility 80.3 % 81.1 % 76.5 % Dividends yield — % — % — % |
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, 2015: Weighted- Average Option Options Shares Price Outstanding at October 31, 2014 252,340 $ 77.04 Granted 31,106 $ 13.24 Canceled (25,677 ) $ 102.22 Outstanding at October 31, 2015 257,769 $ 57.89 |
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, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Number Remaining Exercise Number Exercise Exercise Prices outstanding Contractual Life Price exercisable Price $3.24 — $61.20 144,495 6.7 $ 20.64 128,392 $ 21.72 $61.21 — $119.04 81,546 1.8 $ 96.85 81,546 $ 96.85 $119.05 — $176.88 31,728 0.6 $ 127.42 31,728 $ 127.42 257,769 4.4 $ 57.89 241,666 $ 60.95 |
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, 2015: Weighted- Average Restricted Stock Awards and Units Shares Price Outstanding at October 31, 2014 393,673 17.88 Granted 253,902 15.26 Vested (148,920 ) 17.51 Forfeited (15,085 ) 17.31 Outstanding at October 31, 2015 483,570 16.67 |
Benefit Plans Employee stock pu
Benefit Plans Employee stock purchase plan (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015 was as follows: Number of ESPP Shares Balance at October 31, 2014 23,517 Issued at $20.64 per share (8,182 ) Issued at $12.60 per share (10,627 ) Available for issuance at October 31, 2015 4,708 |
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: 2015 2014 2013 Expected life (in years) 0.5 0.5 0.5 Risk free interest rate 0.07 % 0.08 % 0.15 % Volatility 72.0 % 75.0 % 75.0 % Dividends yield — % — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015, 2014, and 2013 were as follows (in thousands): 2015 2014 2013 U.S. $ (26,459 ) $ (35,167 ) $ (31,044 ) Foreign (2,951 ) (3,228 ) (3,904 ) Loss before income taxes $ (29,410 ) $ (38,395 ) $ (34,948 ) |
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, 2015, 2014 and 2013 was as follows: 2015 2014 2013 Statutory federal income tax rate (34.0 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (0.1 )% (1.8 )% (1.7 )% Foreign withholding tax 0.9 % 1.0 % 0.9 % Net operating loss adjustment and true-ups 4.7 % (25.4 )% 0.1 % Nondeductible expenditures 0.1 % 14.5 % 0.8 % Change in state tax rate 1.6 % (0.8 )% 10.5 % Other, net 0.4 % 0.4 % 4.1 % Valuation allowance 27.3 % 47.1 % 20.3 % Effective income tax rate 0.9 % 1.0 % 1.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Our deferred tax assets and liabilities consisted of the following at October 31, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Compensation and benefit accruals $ 8,389 $ 7,591 Bad debt and other allowances 1,109 1,859 Capital loss and tax credit carry-forwards 12,998 13,486 Net operating losses (domestic and foreign) 257,373 247,170 Deferred license revenue 9,313 8,894 Inventory valuation allowances 77 521 Investment in partnerships — 404 Accumulated depreciation 535 590 Gross deferred tax assets: 289,794 280,515 Valuation allowance (289,794 ) (280,515 ) 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, 2015 | |
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, 2015, 2014 and 2013 was as follows: 2015 2014 2013 Numerator Net loss $ (29,684 ) $ (38,883 ) $ (35,319 ) Net loss attributable to noncontrolling interest 325 758 961 Preferred stock dividend (3,200 ) (3,200 ) (3,200 ) Net loss attributable to common shareholders $ (32,559 ) $ (41,325 ) $ (37,558 ) Denominator Weighted average basic common shares 24,513,731 20,473,915 15,543,750 Effect of dilutive securities (1) — — — Weighted average diluted common shares 24,513,731 20,473,915 15,543,750 Basic loss per share (1.33 ) (2.02 ) (2.42 ) Diluted loss per share (1) (1.33 ) (2.02 ) (2.42 ) (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 and convertible preferred stock. At October 31, 2015, 2014 and 2013, there were options to purchase 0.3 million shares of common stock. At October 31, 2015, 2014 and 2013, respectively, there were warrants to purchase 0.2 million , 0.5 million and 0.4 million shares of common stock, which were not included in the calculation of diluted earnings per share as they would be antidiulutive. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
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, 2015 were as follows (in thousands): Operating Leases Capital Leases 2016 $ 1,771 $ 422 2017 1,360 243 2018 891 61 2019 755 — 2020 374 — Thereafter 62 — Total $ 5,213 $ 726 |
Supplemental Cash Flow Inform45
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2015 2014 2013 Cash interest paid $ 677 $ 1,892 $ 280 Income taxes paid $ 8 $ 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 Stock Purchase Plan in settlement of prior year accrued employee contributions $ 169 $ 106 $ 85 Common stock issued for acquisition of Versa $ — $ — $ 3,563 Accrued sale of common stock, cash received in a subsequent period $ 494 $ 633 $ 509 |
Quarterly Information (Unaudi46
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Schedule of Quarterly Financial Information [Table Text Block] | Selected unaudited financial data for each quarter of fiscal year 2015 and 2014 is presented below (in thousands). We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. (in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Year ended October 31, 2015 Revenues $ 41,670 $ 28,600 $ 41,356 $ 51,451 $ 163,077 Gross profit 4,014 2,023 3,595 3,144 12,776 Loss on operations (5,130 ) (8,793 ) (7,103 ) (7,866 ) (28,892 ) Net loss (4,154 ) (9,997 ) (6,628 ) (8,905 ) (29,684 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (4,866 ) (10,694 ) (7,339 ) (9,660 ) (32,559 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.20 ) $ (0.44 ) $ (0.29 ) $ (0.38 ) $ (1.33 ) 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) $ (0.68 ) $ (0.82 ) $ (0.36 ) $ (0.26 ) (2.02 ) (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 47
Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | Dec. 03, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2009 | Nov. 01, 2012 |
Extended Product Warranty Description | 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. | |||||
project assets current and noncurrent | $ 12,182 | $ 784 | ||||
Restricted Cash and Cash Equivalents | 26,900 | 25,100 | ||||
Letters of Credit Outstanding, Amount | 8,700 | 7,400 | ||||
Accrued Contract and Operating Costs | 0 | 34 | ||||
Product Warranty Accrual | 964 | 1,156 | ||||
Reserve for Performance Guarantees | 2,600 | 800 | ||||
Loss Reserve on Service Agreements | 800 | 3,000 | ||||
Long-term stack residual value | 2,509 | $ 2,725 | ||||
Future License Fees To Be Paid | $ 8,000 | |||||
Royalty percentage | 4.10% | 4.10% | ||||
Reduced royalty percentage | 3.00% | |||||
Royalty fee payment for reduction in royalty rate | $ 6,700 | |||||
significant customer revenue percentage | 94.00% | 88.00% | 88.00% | |||
Foreign Currency Transaction Gain (Loss), Unrealized | $ 1,700 | $ 600 | $ 400 | |||
Restricted cash and cash equivalents - short-term | 6,288 | 5,523 | ||||
Restricted cash and cash equivalents - long-term | 20,600 | $ 19,600 | ||||
Customer Advances, Current | $ 9,600 | |||||
Common Stock, Shares, Outstanding | 25,964,710 | 23,930,000 | ||||
Common Stock, shares authorized prior to reverse split | 475,000,000 | |||||
Common Stock, Shares Authorized | 39,583,333 | 33,333,333 | ||||
Cell Technology Transfer Agreement [Member] | ||||||
Upfront License Fee | $ 10,000 | |||||
Stack Technology Transfer and License Agreement [Member] | ||||||
Upfront License Fee | $ 7,000 | $ 10,000 | ||||
Service and License Fee Revenues [Member] | ||||||
License Fee and Royalty Income | $ 3,900 | $ 4,300 | $ 4,100 | |||
FCES Germany [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 89.00% | |||||
POSCO Energy [Member] | ||||||
significant customer revenue percentage | 67.00% | 69.00% | 54.00% | |||
Common stock ownership percentage | 10.00% | |||||
United Illuminating [Member] | ||||||
significant customer revenue percentage | 14.00% | 9.00% | 0.00% | |||
Department of Energy [Member] | ||||||
significant customer revenue percentage | 5.00% | 4.00% | 5.00% | |||
Pepperidge Farms [Member] | ||||||
significant customer revenue percentage | 3.00% | 0.00% | 0.00% | |||
NRG Energy [Member] | ||||||
significant customer revenue percentage | 2.00% | 3.00% | 0.00% | |||
Common stock ownership percentage | 5.00% | |||||
Dominion Bridgeport FuelCell Park [Member] | ||||||
significant customer revenue percentage | 3.00% | 3.00% | 29.00% | |||
Restricted cash and cash equivalents - long-term | $ 15,000 | |||||
Reverse Split [Member] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-12 | |||||
Common stock, shares outstanding prior to reverse split | 314,500,000 | |||||
Common Stock, Shares, Outstanding | 26,200,000 | |||||
Common Stock, Shares Authorized | 39,600,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Government Contract Receivable | $ 433 | $ 2,517 |
U.S. Government Unbilled Recoverable Costs | 3,077 | 2,886 |
U.S. Government Accounts Receivable Total | 3,510 | 5,403 |
Commercial Customers Unbilled Recoverable Costs | 37,949 | 50,101 |
Commercial Customers Accounts Receivable Total | 57,280 | 58,972 |
Accounts receivable, net of allowance for doubtful accounts of $544 and $132 at October 31, 2015 and 2014, respectively | 60,790 | 64,375 |
Allowance for Doubtful Accounts Receivable, Current | 544 | 132 |
Commercial Customers Amount Billed | 19,331 | 8,871 |
NRG Energy, Inc. [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 0 | 5,500 |
POSCO Energy [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 34,400 | 29,900 |
Government [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
U.S. Government Accounts Receivable Total | $ 2,600 | $ 1,700 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 29,103 | $ 25,460 |
Work in Process | 36,651 | 30,435 |
Inventory, Net | 65,754 | 55,895 |
Completed Standard Component | 13,300 | 19,200 |
Inventory Valuation Reserves | $ 200 | $ 1,400 |
Project Assets (Details)
Project Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Project assets table [Line Items] | ||
Project assets current | $ 5,260 | $ 0 |
Project assets noncurrent | 6,922 | 784 |
project assets current and noncurrent | $ 12,182 | $ 784 |
Property, Plant and Equipment51
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 106,450 | $ 99,210 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (77,448) | (73,385) | |
Property, Plant and Equipment, Net | 29,002 | 25,825 | |
Depreciation | 4,099 | 4,384 | $ 4,097 |
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 | 9,263 | 9,117 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 83,578 | 75,084 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,137 | 2,955 | |
Power plants for use under PPA's [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 0 | 996 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 9,948 | $ 10,534 |
Property, Plant and Equipment P
Property, Plant and Equipment Property, plant and equipment useful life (Details) | 12 Months Ended |
Oct. 31, 2015 | |
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 Asset53
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
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 ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Advance payments to vendors | $ 2,281 | $ 2,372 |
Deferred Finance Costs, Current, Net | 198 | 129 |
Notes Receivable | 585 | 529 |
Prepaid Expenses and Other | 3,890 | 4,498 |
Other current assets | 6,954 | $ 7,528 |
NRG Energy [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 |
Other Assets, net (Details)
Other Assets, net (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Oct. 31, 2014 |
Long-term stack residual value | $ 2,509 | $ 2,725 |
Deferred Finance Costs, Noncurrent, Net | 354 | 483 |
Other | 279 | 521 |
Other Assets, Net | $ 3,142 | $ 3,729 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Accrued Liabilities [Abstract] | ||
Accrued Payroll and Employee Benefits | $ 3,914 | $ 4,432 |
Accrued Contract and Operating Costs | 0 | 34 |
Product Warranty Accrual | 964 | 1,156 |
Reserve for Service Agreement Costs | 3,437 | 3,882 |
Other Accrued Liabilities, Current | 3,292 | 2,562 |
Accrued material purchase | 7,568 | 0 |
Accrued Liabilities, Current | 19,175 | 12,066 |
Product Warranty Accrual, Warranties Issued | 600 | 2,400 |
Product Warranty Accrual, Payment and Adjustments | $ 800 | $ 1,200 |
Debt and Leases (Details)
Debt and Leases (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Jun. 25, 2013 | Mar. 05, 2013 | |
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | $ 2,945 | $ 945 | ||
Capital Lease Obligations | 726 | 721 | ||
Debt, Long-term and Short-term, Combined Amount | 16,303 | 10,751 | ||
Long-term Debt, Current Maturities | 7,358 | 1,439 | ||
Long-term Debt, Excluding Current Maturities | 8,945 | 9,312 | ||
Long-term Debt and Capital Lease Obligations, Repayments of Principal in Next Twelve Months | 4,412 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 482 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three | 2,411 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four | 0 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five | 0 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five | 6,053 | |||
Debt and Capital Leases, Future Minimum Payments Due | 13,358 | |||
Common stock issued to settle make-whole obligation, value | 12,883 | |||
Connecticut Development Authority Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | 2,817 | 3,033 | ||
Connecticut Clean Energy Fund [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | 6,052 | 6,052 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900 | |||
JPMorgan Chase Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000 | |||
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 | |||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 8.50% | |||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.00% | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Debt | $ 38,000 | $ 38,000 | ||
Common stock issued to settle make-whole obligation, shares | 500 | |||
Common stock issued to settle make-whole obligation, value | $ 12,900 | |||
Debt Conversion, Original Debt, Amount | $ 38,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,040 | |||
embedded derivative cash payment | $ 300 | |||
Embedded Derivative, Loss on Embedded Derivative | 8,700 | |||
NRG Energy, Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | $ 3,763 | $ 0 |
Debt and Leases Debt (Details)
Debt and Leases Debt (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | Nov. 09, 2015 | Jun. 25, 2013 | Mar. 05, 2013 | |
Debt Instrument [Line Items] | ||||||
Payments of Debt Issuance Costs | $ 0 | $ 0 | $ 2,472 | |||
Line of Credit Facility, Amount Outstanding | 2,945 | 945 | ||||
Long-term Debt, Current Maturities | 7,358 | 1,439 | ||||
Long-term Debt, Excluding Current Maturities | 8,945 | 9,312 | ||||
Interest Paid | $ 677 | $ 1,892 | $ 280 | |||
Lease Payment Terms | 36 months | |||||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,040 | |||||
Common stock issued to settle make-whole obligation, value | $ 12,900 | |||||
Convertible Debt | $ 38,000 | $ 38,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Common stock issued to settle make-whole obligation, shares | 500 | |||||
JPMorgan Chase Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000 | |||||
NRG Energy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000 | |||||
NRG Energy, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Amount Outstanding | 3,763 | $ 0 | ||||
Connecticut Development Authority Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Amount Outstanding | 2,817 | 3,033 | ||||
Debt Instrument, Face Amount | $ 4,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Collateralized Agreements | $ 4,000 | |||||
Connecticut Clean Energy Fund [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900 | |||||
Line of Credit Facility, Amount Outstanding | $ 6,052 | $ 6,052 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
CT Dept of Economic & Community Development [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | Jun. 25, 2013 | |
Stock Issued During Period, Value, New Issues | $ 26,921 | $ 105,966 | $ 5,548 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Proceeds from Issuance of Common Stock | $ 27,060 | $ 105,844 | $ 5,040 | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,000,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | 500,000 | 400,000 | |
Public stock offering [Member] | ||||
Common stock issued relating to full exercise of an over allottment option | 300,000 | |||
Price Per Share for New Common Stock Issuance | $ 18 | |||
Proceeds from Issuance of Common Stock | $ 32,000 | |||
shares issued 2014 public offering | 1,900,000 | |||
Common Stock [Member] | ||||
Common stock issued to settle make-whole obligation, shares | 459,523 | |||
Stock Issued During Period, Shares, Acquisitions | 293,897 | |||
Stock Issued During Period, Shares, New Issues | 1,845,166 | 4,973,604 | 357,983 | |
Stock Issued During Period, Value, New Issues | $ 1 | $ 0 | $ 0 | |
Common Stock [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,900,000 | 1,600,000 | ||
Proceeds from Issuance of Common Stock | $ 26,900 | $ 41,300 | ||
NRG Energy [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,200,000 | |||
Price Per Share for New Common Stock Issuance | $ 28.68 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 40.2 | |||
Proceeds from Issuance of Common Stock | $ 35,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |||
Convertible Debt [Member] | ||||
Convertible Debt | $ 38,000 | $ 38,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,040,000 | |||
Common stock issued to settle make-whole obligation, shares | 500,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities, Accrued Interest | 30,000 |
Preferred Stock (Details)
Preferred Stock (Details) | 12 Months Ended | ||||||||
Oct. 31, 2015CADshares | Oct. 31, 2015USD ($)$ / shares | Oct. 31, 2014CADshares | Oct. 31, 2014USD ($) | Oct. 31, 2013CAD | Oct. 31, 2013USD ($) | Dec. 31, 2020CAD | Oct. 31, 2015USD ($)$ / sharesshares | Oct. 31, 2014USD ($)shares | |
Statement [Line Items] | |||||||||
Preferred Stock, Shares Outstanding | shares | 64,020 | 64,020 | |||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 59,857,000 | $ 59,857,000 | |||||||
Preferred Stock, Liquidation Preference, Value | 64,020,000 | 64,020,000 | |||||||
Derivative Liability, Fair Value, Gross Liability | $ 700,000 | $ 700,000 | |||||||
Series B Preferred Stock [Member] | |||||||||
Statement [Line Items] | |||||||||
Preferred Stock, Shares Authorized | shares | 250,000 | 250,000 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 | ||||||||
Preferred Stock, Shares Issued | shares | 64,020 | 64,020 | 64,020 | 64,020 | |||||
Preferred Stock, Shares Outstanding | shares | 64,020 | 64,020 | 64,020 | 64,020 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 59,900,000 | $ 59,900,000 | |||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 50 | ||||||||
Dividends, Preferred Stock, Cash | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | ||||||
Preferred Stock, Liquidation Preference, Value | $ 64,000,000 | 64,000,000 | |||||||
Shares of Common Stock Issued Upon Conversion of Each Share of Series B Preferred Stock | shares | 7.0922 | 7.0922 | |||||||
Stock Conversion Price | $ / shares | $ 141 | ||||||||
Percent of Conversion Price To Exceed to Exercise Conversion Right | 150.00% | 150.00% | |||||||
Discount on Market Price of Shares of Common Stock | 5.00% | 5.00% | |||||||
Series 2 Preferred Stock [Member] | |||||||||
Statement [Line Items] | |||||||||
Preferred Stock, Shares Outstanding | shares | 1,000,000 | 1,000,000 | |||||||
Series 1 Preferred Shares [Member] | |||||||||
Statement [Line Items] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | CAD | CAD 16,900,000 | CAD 15,800,000 | |||||||
Payments of Dividends | CAD | 500,000 | ||||||||
Return of Capital Payments | CAD | 750,000 | ||||||||
Interest Expense, Other | CAD | 2,300,000 | 2,100,000 | CAD 2,000,000 | ||||||
Carrying Value of Preferred Shares, Total | $ 12,900,000 | $ 14,200,000 | |||||||
Return of Capital and Dividend Payments | CAD | CAD 1,300,000 | CAD 1,300,000 | CAD 1,300,000 | ||||||
percent calculated on weighted average price of common shares | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in US dollars | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in US dollars | |||||||
Percent of Common Stock Price | 95.00% | 95.00% | |||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 25 | ||||||||
Preferred Stock Exchange Right Per Common Stock Share | $ 1,664.52 | ||||||||
Scenario, Forecast [Member] | Series 1 Preferred Shares [Member] | |||||||||
Statement [Line Items] | |||||||||
Accrued and Unpaid Dividend Obligation | CAD | CAD 21,100,000 | ||||||||
Preferred Stock, Redemption Amount | CAD | CAD 4,400,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
schedule of revenues by geographic area [Line Items] | |||||||||||
Service agreement revenue | $ 16,300 | $ 21,700 | $ 24,000 | ||||||||
Revenues | $ 51,451 | $ 41,356 | $ 28,600 | $ 41,670 | $ 54,409 | $ 43,176 | $ 38,274 | $ 44,434 | 163,077 | 180,293 | 187,658 |
UNITED STATES | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 52,109 | 52,765 | 80,199 | ||||||||
south korea [Domain] | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 109,953 | 124,669 | 101,928 | ||||||||
UNITED KINGDOM | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 142 | 119 | 2,036 | ||||||||
GERMANY | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 764 | 869 | 1,503 | ||||||||
CANADA | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 0 | 820 | 1,912 | ||||||||
SPAIN | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | $ 109 | $ 1,051 | $ 80 |
Benefit Plans 1 (Details)
Benefit Plans 1 (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Weighted Average Assumptions [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0.4 | ||
Allocated Share-based Compensation Expense | $ 3,119 | $ 2,905 | $ 2,217 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 7 years | 7 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.70% | 2.30% | 1.20% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 80.30% | 81.10% | 76.50% |
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 | $ 769 | $ 751 | $ 584 |
Selling, General and Administrative Expenses [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | 1,990 | 1,718 | 1,325 |
Research and Development Expense [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | $ 360 | $ 436 | $ 308 |
Benefit Plans 2 (Details)
Benefit Plans 2 (Details) - $ / shares | 12 Months Ended | ||
Oct. 31, 2015 | 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, Options, Outstanding, Number | 252,340 | 300,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 77.04 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 31,106 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 13.24 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (25,677) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 102.22 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 257,769 | 252,340 | 300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 57.89 | $ 77.04 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 13.24 | $ 21.48 | $ 7.92 |
Benefit Plans Benefit Plans 3 (
Benefit Plans Benefit Plans 3 (Details) | 12 Months Ended |
Oct. 31, 2015$ / sharesshares | |
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 | shares | 257,769 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 5 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 57.89 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 241,666 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 60.95 |
Exercise price range between three point twelve and sixty-one point twenty [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 | shares | 144,495 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months 21 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 20.64 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 128,392 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 21.72 |
Exercise price range between sixty-one point thirty-two and one hundred nineteen point 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 | shares | 81,546 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 22 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 96.85 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 81,546 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 96.85 |
Exercise price range between one hundred nineteen point sixteen and one hundred seventy six point eighty-eight [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 | shares | 31,728 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 months 6 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 127.42 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 31,728 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 127.42 |
Benefit Plans 4 (Details)
Benefit Plans 4 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
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 | 483,570 | 393,673 |
Restricted Stock Awards, Weighted Average Remaining Life | 1 year 10 months | |
Restricted Stock Awards Outstanding, Intrinsic Value | $ 4.7 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 0.1 | $ 6.3 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year | 1 year 8 months |
Benefit Plans 5 (Details)
Benefit Plans 5 (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Restricted Stock Awards, Weighted Average Remaining Life | 1 year 10 months | ||
Common stock issued to settle make-whole obligation, value | $ 12,883 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 2,000,000 | ||
Weighted Average Expented Life Assumption for Employee Stock Purchase Plan | 6 months | 6 months | 6 months |
Weighted Average Risk Free Interest Rate for Employee Stock Purchase Plan | 0.07% | 0.08% | 0.15% |
Volatility for Employee Stock Purchase Plan | 72.00% | 75.00% | 75.00% |
Weighted Average Dividend Yield for Employee Stock Purchase Plan | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16.08 | ||
Employee Stock Purchase Plan [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Stock Issuance Terms | 85.00% | ||
Common Stock, Capital Shares Reserved for Future Issuance | 23,517 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (8,182) | ||
Common Stock, Capital Shares Reserved for Future Issuance | 4,708 | 23,517 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 20.64 | ||
Employee Stock Purchase Plan [Member] [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (10,627) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 12.6 |
Benefit Plans Employee Tax-Defe
Benefit Plans Employee Tax-Deferred Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Employer Matching Contribution Percentage | 2.00% | ||
Defined Contribution Plan, Cost Recognized | $ 0.4 | $ 0.3 | $ 0.3 |
Benefit Plans Share based payme
Benefit Plans Share based payment awards other than options (Details) | 12 Months Ended |
Oct. 31, 2015$ / sharesshares | |
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 | shares | 393,673 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 17.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 253,902 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 15.26 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | shares | (148,920) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 17.51 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | shares | (15,085) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 17.31 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 483,570 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 16.67 |
Benefit Plans Shares issued to
Benefit Plans Shares issued to Board Members (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 31, 2015 | 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 | $ 0.1 | $ 0.1 | $ 0 |
Stock Issued During Period, Shares, Issued for Services | 2,399 | 979 | 2,482 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized Tax Benefits | $ 15,700 | $ 15,700 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (26,459) | (35,167) | $ (31,044) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (2,951) | (3,228) | (3,904) |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (29,410) | (38,395) | (34,948) |
Current Foreign Tax Expense (Benefit) | 300 | 500 | 400 |
franchise tax expense | $ 200 | $ 200 | $ 200 |
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 | (0.10%) | (1.80%) | (1.70%) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential | 0.90% | 1.00% | 0.90% |
effective income tax rate reconciliation, net operating loss adjustment | 4.70% | (25.40%) | 0.10% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense | 0.10% | 14.50% | 0.80% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate | 1.60% | (0.80%) | 10.50% |
Effective Income Tax Rate Reconciliation, Other Adjustments | 0.40% | 0.40% | 4.10% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 27.30% | 47.10% | 20.30% |
Effective Income Tax Rate, Continuing Operations | 0.90% | 1.00% | 1.00% |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits | $ 8,389 | $ 7,591 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 1,109 | 1,859 | |
Deferred Tax Assets, Capital Loss Carryforwards | 12,998 | 13,486 | |
Deferred Tax Assets, Operating Loss Carryforwards | 257,373 | 247,170 | |
deferred tax assets, deferred license revenue | 9,313 | 8,894 | |
Deferred Tax Assets, Inventory | 77 | 521 | |
Deferred Tax Assets, Investments | 0 | 404 | |
Deferred Tax Assets, Property, Plant and Equipment | 535 | 590 | |
Deferred Tax Assets, Gross | 289,794 | 280,515 | |
Deferred Tax Assets, Valuation Allowance | (289,794) | (280,515) | |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 | |
Deferred Tax Liabilities, Deferred Expense, Capitalized Research and Development Costs | (3,377) | (3,377) | |
Deferred Tax Liabilities, Net | (3,377) | $ (3,377) | |
Valuation Allowance Allocated To Reduce Additional Paid In Capital | 4,600 | ||
Federal Operating Loss Carryforwards | 721,000 | ||
State Operating Loss Carryforwards | 406,000 | ||
Tax Credits, State | 11,000 | ||
Amount of Tax Credits to Expire | $ 1,000 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | ||
Numerator [Abstract] | ||||||||||||
Net loss | $ (8,905) | $ (6,628) | $ (9,997) | $ (4,154) | $ (4,890) | $ (7,139) | $ (16,039) | $ (10,815) | $ (29,684) | $ (38,883) | $ (35,319) | |
Net Income (Loss) Attributable to Noncontrolling Interest | 325 | 758 | 961 | |||||||||
Dividends, Preferred Stock | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | |
Net loss to common shareholders | $ (9,660) | $ (7,339) | $ (10,694) | $ (4,866) | $ (5,500) | $ (7,778) | $ (16,643) | $ (11,404) | $ (32,559) | $ (41,325) | $ (37,558) | |
Demoninator [Abstract] | ||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 24,513,731 | 20,473,915 | 15,543,750 | |||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 0 | [1] | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 24,513,731 | 20,473,915 | 15,543,750 | |||||||||
Earnings Per Share, Basic | $ (1.33) | $ (2.02) | $ (2.42) | |||||||||
Earnings Per Share, Diluted | $ (1.33) | $ (2.02) | $ (2.42) | [1] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 257,769 | 252,340 | 257,769 | 252,340 | 300,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | 500,000 | 200,000 | 500,000 | 400,000 | |||||||
[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 and convertible preferred stock. At October 31, 2015, 2014 and 2013, there were options to purchase 0.3 million shares of common stock. At October 31, 2015, 2014 and 2013, respectively, there were warrants to purchase 0.2 million, 0.5 million and 0.4 million shares of common stock, which were not included in the calculation of diluted earnings per share as they would be antidiulutive. |
Commitments and Contingencies72
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | Nov. 09, 2015 | |
Loss Contingencies [Line Items] | ||||
Capital Lease Obligations | $ 726 | $ 721 | ||
Lease Payment Terms | 36 months | |||
Operating Leases, Rent Expense, Net | $ 1,700 | 1,700 | $ 1,600 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 1,771 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,360 | |||
Operating Leases, Future Minimum Payments, Due in Three Years | 891 | |||
Operating Leases, Future Minimum Payments, Due in Four Years | 755 | |||
Operating Leases, Future Minimum Payments, Due in Five Years | 374 | |||
Operating Leases, Future Minimum Payments, Due Thereafter | 62 | |||
Operating Leases, Future Minimum Payments Due | 5,213 | |||
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 422 | |||
Capital Leases, Future Minimum Payments Due in Two Years | 243 | |||
Capital Leases, Future Minimum Payments Due in Three Years | 61 | |||
Capital Leases, Future Minimum Payments Due in Four Years | 0 | |||
Capital Leases, Future Minimum Payments Due in Five Years | 0 | |||
Capital Leases, Future Minimum Payments Due Thereafter | 0 | |||
Capital Leases, Future Minimum Payments Due | 726 | |||
Reserve for Performance Guarantees | 2,600 | 800 | ||
Loss Reserve on Service Agreements | 800 | $ 3,000 | ||
Loss reserve, service agreements, excluding performance guarantees | 800 | |||
Recorded Unconditional Purchase Obligation | $ 57,100 | |||
CT Dept of Economic & Community Development [Member] | ||||
Loss Contingencies [Line Items] | ||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 10,000 | |||
Debt Instrument, Face Amount | $ 10,000 |
Supplemental Cash Flow Inform73
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Debt Conversion [Line Items] | |||
Interest Paid | $ 677 | $ 1,892 | $ 280 |
Income Taxes Paid | 8 | 35 | 17 |
Common Stock Issued for Employee Stock Purchase Plan in Settlement of Prior Year Accrued Employee Contributions | 169 | 106 | 85 |
Common stock issued for acquisition | 0 | 0 | 3,563 |
Accrued Sale of Common Stock | 494 | 633 | 509 |
Debt Conversion and Make Whole Obligation [Member] | |||
Debt Conversion [Line Items] | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | $ 46,186 | $ 0 |
Quarterly Information (Unaudi74
Quarterly Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | ||
Revenues | $ 51,451 | $ 41,356 | $ 28,600 | $ 41,670 | $ 54,409 | $ 43,176 | $ 38,274 | $ 44,434 | $ 163,077 | $ 180,293 | $ 187,658 | |
Gross Profit | 3,144 | 3,595 | 2,023 | 4,014 | 5,955 | 3,961 | 1,611 | 2,199 | 12,776 | 13,726 | 7,122 | |
Operating Income (Loss) | (7,866) | (7,103) | (8,793) | (5,130) | (4,968) | (6,000) | (8,773) | (7,570) | (28,892) | (27,311) | (29,813) | |
Net loss | (8,905) | (6,628) | (9,997) | (4,154) | (4,890) | (7,139) | (16,039) | (10,815) | (29,684) | (38,883) | (35,319) | |
Dividends, Preferred Stock | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | |
Net Income (Loss) Available to Common Stockholders, Basic | $ (9,660) | $ (7,339) | $ (10,694) | $ (4,866) | $ (5,500) | $ (7,778) | $ (16,643) | $ (11,404) | $ (32,559) | $ (41,325) | $ (37,558) | |
Earnings Per Share, Basic and Diluted | [1] | $ (0.38) | $ (0.29) | $ (0.44) | $ (0.20) | $ (0.26) | $ (0.36) | $ (0.82) | $ (0.68) | $ (1.33) | $ (2.02) | |
[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. |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ in Millions | Nov. 10, 2015 | Oct. 31, 2015 | Dec. 23, 2015 | Nov. 09, 2015 |
Subsequent Event [Line Items] | ||||
Tax Adjustments, Settlements, and Unusual Provisions | $ 10 | |||
Lease Agreements for Projects | $ 30 | |||
Proceeds received from sale of project assets | 8.8 | |||
Reserves for obligations | $ 10 | |||
CT Dept of Economic & Community Development [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 10 | |||
Debt Instrument, Collateral Amount | $ 10 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Debt Instrument, Term | 15 years | |||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 10 | |||
Planned expenditures Phase 1 | $ 23 | |||
Planned expenditures both phases | 65 | |||
Total potential funding | $ 20 |