Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 23, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | FUELCELL ENERGY, INC. | ||
Entity Central Index Key | 0000886128 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FCEL | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 1-14204 | ||
Entity Tax Identification Number | 06-0853042 | ||
Entity Common Stock, Shares Outstanding | 366,672,894 | ||
Entity Address, State or Province | CT | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Address, Address Line One | 3 Great Pasture Road | ||
Entity Address, City or Town | Danbury | ||
Entity Address, Postal Zip Code | 06810 | ||
City Area Code | 203 | ||
Local Phone Number | 825-6000 | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3,226,456,793 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents, unrestricted | $ 432,213,000 | $ 149,867,000 | |
Restricted cash and cash equivalents - short-term | [1] | 11,268,000 | 9,233,000 |
Accounts receivable, net | 14,730,000 | 9,563,000 | |
Unbilled receivables | 8,924,000 | 8,041,000 | |
Inventories | 67,074,000 | 50,971,000 | |
Other current assets | 9,177,000 | 6,306,000 | |
Total current assets | 543,386,000 | 233,981,000 | |
Restricted cash and cash equivalents - long-term | 16,731,000 | 32,952,000 | |
Inventories - long-term | [2] | 4,586,000 | 8,986,000 |
Project assets | 223,277,000 | 161,809,000 | |
Property, plant and equipment, net | 39,416,000 | 36,331,000 | |
Operating lease right-of-use assets, net | 8,109,000 | 10,098,000 | |
Goodwill | 4,075,000 | 4,075,000 | |
Intangible assets, net | 18,670,000 | 19,967,000 | |
Other assets | 16,998,000 | 15,339,000 | |
Total assets | 875,248,000 | 523,538,000 | |
Current liabilities: | |||
Current portion of long-term debt | 10,085,000 | 21,366,000 | |
Current portion of operating lease liabilities | 1,032,000 | 939,000 | |
Accounts payable | 19,267,000 | 9,576,000 | |
Accrued liabilities | 16,099,000 | 15,681,000 | |
Deferred revenue | 6,287,000 | 10,399,000 | |
Preferred stock obligation of subsidiary | 938,000 | ||
Total current liabilities | 52,770,000 | 58,899,000 | |
Long-term deferred revenue | 30,427,000 | 31,501,000 | |
Long-term preferred stock obligation of subsidiary | 18,265,000 | ||
Long-term operating lease liabilities | 8,093,000 | 9,817,000 | |
Long-term debt and other liabilities | 78,633,000 | 150,651,000 | |
Total liabilities | 169,923,000 | 269,133,000 | |
Redeemable noncontrolling interests | 3,030,000 | ||
Stockholders' equity: | |||
Common stock ($0.0001 par value); 500,000,000 and 337,500,000 shares authorized as of October 31, 2021 and October 31, 2020, respectively; 366,618,693 and 294,706,758 shares issued and outstanding as of October 31, 2021 and October 31, 2020, respectively | 37,000 | 29,000 | |
Additional paid-in capital | 1,908,471,000 | 1,359,454,000 | |
Accumulated deficit | (1,265,251,000) | (1,164,196,000) | |
Accumulated other comprehensive loss | (819,000) | (739,000) | |
Treasury stock, Common, at cost (73,430 and 56,411 shares as of October 31, 2021 and October 31, 2020, respectively) | (586,000) | (432,000) | |
Deferred compensation | 586,000 | 432,000 | |
Total equity | 642,438,000 | 194,548,000 | |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 875,248,000 | 523,538,000 | |
Series B Preferred Stock | |||
Current liabilities: | |||
Redeemable Series B preferred stock (liquidation preference of $64,020 as of October 31, 2021 and October 31, 2020) | $ 59,857,000 | $ 59,857,000 | |
[1] | Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. | ||
[2] | Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for a specific project asset . |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 337,500,000 |
Common stock, shares issued | 366,618,693 | 294,706,758 |
Common stock, shares outstanding | 366,618,693 | 294,706,758 |
Treasury stock, shares | 73,430 | 56,411 |
Assets | $ 875,248 | $ 523,538 |
Cash | 432,213 | 149,867 |
Project assets | 223,277 | 161,809 |
Variable interest entity ("VIE") | ||
Assets | 54,375 | 0 |
Cash | 1,364 | 0 |
Project assets | 53,012 | 0 |
Series B Preferred Stock | ||
Preferred Stock, Liquidation Preference, Value | $ 64,020 | $ 64,020 |
Common stock, shares issued | 64,020 | 64,020 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | ||
Revenues: | ||||
Revenues | $ 69,585 | $ 70,871 | $ 60,752 | |
Costs of revenues: | ||||
Costs of revenues | 85,224 | 78,596 | 82,021 | |
Gross loss | (15,639) | (7,725) | (21,269) | |
Operating expenses: | ||||
Administrative and selling expenses | 37,948 | 26,644 | 31,874 | |
Research and development expenses | 11,315 | 4,797 | 13,786 | |
Total costs and expenses | 49,263 | 31,441 | 45,660 | |
Loss from operations | (64,902) | (39,166) | (66,929) | |
Interest expense | (7,363) | (15,294) | (10,623) | |
Change in fair value of common stock warrant liability | (15,974) | (37,086) | ||
Extinguishment of Series 1 preferred share obligation | (934) | |||
(Loss) gain on extinguishment of debt and financing obligation | (11,156) | 1,801 | ||
Other (expense) income, net | (694) | 684 | 93 | |
Loss before provision for income taxes | (101,023) | (89,061) | (77,459) | |
Provision for income taxes | (2) | (46) | (109) | |
Net loss | (101,025) | (89,107) | (77,568) | |
Net income attributable to redeemable noncontrolling interest | 30 | |||
Net loss attributable to FuelCell Energy, Inc. | (101,055) | (89,107) | (77,568) | |
Series B preferred stock dividends | (3,200) | (3,331) | (3,231) | |
Net loss attributable to common stockholders | $ (104,255) | $ (92,438) | $ (100,245) | |
Loss per share basic and diluted: | ||||
Net loss per share attributable to common stockholders, basic | $ (0.31) | $ (0.42) | $ (1.82) | |
Net loss per share attributable to common stockholders, diluted | [1] | $ (0.31) | $ (0.42) | $ (1.82) |
Basic weighted average shares outstanding | 334,742,346 | 221,960,288 | 55,081,266 | |
Diluted weighted average shares outstanding | 334,742,346 | 221,960,288 | 55,081,266 | |
Series A Warrant | ||||
Operating expenses: | ||||
Change in fair value of common stock warrant liability | $ 3,169 | |||
Series B Preferred Stock | ||||
Operating expenses: | ||||
Series B preferred stock dividends | $ (3,200) | $ (3,331) | (3,231) | |
Series C Preferred Stock | ||||
Operating expenses: | ||||
Series C preferred stock deemed dividends and redemption value adjustment, net | (6,522) | |||
Series D Preferred Stock | ||||
Operating expenses: | ||||
Series D preferred stock deemed dividends and redemption accretion | (9,755) | |||
Product | ||||
Revenues: | ||||
Revenues | 481 | |||
Costs of revenues: | ||||
Costs of revenues | 7,976 | 9,924 | 18,552 | |
Service and License | ||||
Revenues: | ||||
Revenues | 19,791 | 25,133 | 26,618 | |
Costs of revenues: | ||||
Costs of revenues | 24,735 | 24,545 | 18,943 | |
Generation | ||||
Revenues: | ||||
Revenues | 24,027 | 19,943 | 14,034 | |
Costs of revenues: | ||||
Costs of revenues | 36,017 | 27,873 | 31,642 | |
Advanced Technologies | ||||
Revenues: | ||||
Revenues | 25,767 | 25,795 | 19,619 | |
Costs of revenues: | ||||
Costs of revenues | $ 16,496 | $ 16,254 | $ 12,884 | |
[1] | Due to the net loss to common stockholders 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. |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Consolidated Statement of Comprehensive Loss | |||
Net loss | $ (101,025) | $ (89,107) | $ (77,568) |
Foreign currency translation adjustments | (80) | (92) | (244) |
Total comprehensive loss | $ (101,105) | $ (89,199) | $ (77,812) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common Stock [Member]Series C Preferred Stock | Common Stock [Member]Series D Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock | Additional Paid-in Capital [Member]Series D Preferred Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Deferred Compensation [Member] | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Beginning Balance at Oct. 31, 2018 | $ 1 | $ 1,073,463 | $ (990,867) | $ (403) | $ (363) | $ 363 | $ 82,194 | |||||||||
Beginning Balance at (in shares) at Oct. 31, 2018 | 7,972,686 | |||||||||||||||
Sale of common stock, net of fees | $ 12 | 43,654 | 43,666 | |||||||||||||
Sale of common stock, net of fees (in shares) | 119,128,677 | |||||||||||||||
Common stock issued, non-employee compensation | 102 | $ 102 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 29,454 | 29,454 | ||||||||||||||
Share based compensation | 2,804 | $ 2,804 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (200) | (200) | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans (shares) | 52,607 | |||||||||||||||
Series A Warrant Exchange (shares) | 500,000 | |||||||||||||||
Convertible preferred stock conversions | $ 6 | $ 15,489 | $ 31,177 | $ 15,489 | $ 31,183 | |||||||||||
Series C convertible preferred stock conversions (shares) | 3,914,218 | 3,914,218 | ||||||||||||||
Series C convertible preferred stock adjustment for beneficial conversion feature | 6,586 | 6,586 | ||||||||||||||
Series C convertible stock redemption value adjustments | (14,597) | (14,597) | ||||||||||||||
Preferred dividends - Series B | (3,231) | $ (3,231) | (3,231) | |||||||||||||
Series D Preferred stock redemption accretion | (3,793) | (3,793) | ||||||||||||||
Series D convertible preferred stock conversions (shares) | 62,040,496 | |||||||||||||||
Effect of foreign currency translation | (244) | (244) | ||||||||||||||
Adjustment for deferred compensation | (103) | 103 | ||||||||||||||
Adjustment for deferred compensation (in shares) | (29,454) | |||||||||||||||
Net loss | (77,568) | (77,568) | ||||||||||||||
Ending Balance at Oct. 31, 2019 | $ 19 | 1,151,454 | $ (6,654) | (1,075,089) | (647) | (466) | 466 | $ (6,654) | 75,737 | |||||||
Ending Balance at (in shares) at Oct. 31, 2019 | 193,608,684 | |||||||||||||||
Sale of common stock, net of fees | $ 9 | 171,902 | 171,911 | |||||||||||||
Sale of common stock, net of fees (in shares) | 86,307,932 | |||||||||||||||
Orion warrant exercises and other warrant exercises | $ 1 | 37,059 | 37,060 | |||||||||||||
Orion warrant exercises and other warrant exercises (in shares) | 14,696,320 | |||||||||||||||
Common stock issued, non-employee compensation | 104 | $ 104 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 58,303 | 58,303 | ||||||||||||||
Share based compensation | 1,868 | $ 1,868 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (3) | (3) | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans (shares) | 49,434 | |||||||||||||||
Reclassification of value of share based compensation upon approval of authorized shares for grant | 401 | 401 | ||||||||||||||
Preferred dividends - Series B | (3,331) | (3,331) | (3,331) | |||||||||||||
Effect of foreign currency translation | (92) | (92) | ||||||||||||||
Adjustment for deferred compensation | 34 | (34) | ||||||||||||||
Adjustment for deferred compensation (in shares) | (13,915) | |||||||||||||||
Net loss | (89,107) | (89,107) | ||||||||||||||
Ending Balance at Oct. 31, 2020 | $ 29 | 1,359,454 | (1,164,196) | (739) | (432) | 432 | $ 194,548 | |||||||||
Ending Balance at (in shares) at Oct. 31, 2020 | 294,706,758 | 294,706,758 | ||||||||||||||
Sale of common stock, net of fees | $ 8 | 525,887 | $ 525,895 | |||||||||||||
Sale of common stock, net of fees (in shares) | 69,074,573 | |||||||||||||||
Orion warrant exercises and other warrant exercises | 22,093 | 22,093 | ||||||||||||||
Orion warrant exercises and other warrant exercises (in shares) | 2,714,026 | |||||||||||||||
Common stock issued, non-employee compensation | 275 | $ 275 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 31,889 | 31,889 | ||||||||||||||
Share based compensation | 4,293 | $ 4,293 | ||||||||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards | (331) | (331) | ||||||||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards (shares) | 108,511 | |||||||||||||||
Preferred dividends - Series B | (3,200) | $ (3,200) | (3,200) | |||||||||||||
Effect of foreign currency translation | (80) | (80) | ||||||||||||||
Adjustment for deferred compensation | (154) | 154 | ||||||||||||||
Adjustment for deferred compensation (in shares) | (17,019) | |||||||||||||||
Release of a share reserve | (45) | |||||||||||||||
Net loss | (101,055) | (101,055) | ||||||||||||||
Ending Balance at Oct. 31, 2021 | $ 37 | $ 1,908,471 | $ (1,265,251) | $ (819) | $ (586) | $ 586 | $ 642,438 | |||||||||
Ending Balance at (in shares) at Oct. 31, 2021 | 366,618,693 | 366,618,693 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (101,025) | $ (89,107) | $ (77,568) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 4,293 | 1,868 | 2,804 |
Depreciation and amortization | 19,872 | 19,377 | 12,353 |
Change in fair value of common stock warrant liability | 15,974 | 37,086 | |
Loss (gain) on extinguishment of debt and financing obligation | 11,156 | (1,801) | |
Loss (gain) on Series 1 preferred stock extinguishment | 934 | (475) | |
Non-cash interest expense on preferred stock and debt obligations | 4,438 | 7,570 | 6,097 |
Operating lease costs | 1,545 | 1,451 | |
Operating lease payments | (1,226) | (1,016) | |
Impairment of property, plant and equipment and project assets | 5,024 | 2,417 | 20,360 |
Unrealized (gain) loss on derivative contract | (478) | 314 | 624 |
Other non-cash transactions | 996 | 674 | 511 |
Decrease (increase) in operating assets: | |||
Accounts receivable | (5,167) | (6,271) | 4,842 |
Unbilled receivables | (3,609) | (5,590) | (4,488) |
Inventories | (18,755) | (2,111) | (6,427) |
Other assets | (1,529) | (1,297) | 2,120 |
Increase (decrease) in operating liabilities: | |||
Accounts payable | 1,988 | (7,059) | (173) |
Accrued liabilities | 317 | 5,465 | 2,377 |
Deferred revenue | (5,186) | 1,724 | 5,996 |
Net cash used in operating activities | (70,438) | (36,781) | (30,572) |
Cash flows from investing activities: | |||
Capital expenditures | (6,353) | (382) | (2,151) |
Project asset expenditures | (66,877) | (31,527) | (31,675) |
Asset acquisition | (611) | (35,474) | |
Net cash used in investing activities | (73,230) | (32,520) | (69,300) |
Cash flows from financing activities: | |||
Repayment of debt | (98,642) | (30,117) | (48,395) |
Proceeds from debt, net of debt discount | 10,175 | 87,757 | 69,596 |
Common stock issued for stock plans and related expenses | 18 | 5 | 23 |
Payments for taxes related to net share settlement of equity awards | (339) | ||
Payment for early extinguishment of debt | (4,000) | ||
Payment of deferred financing costs | (363) | (2,697) | (3,302) |
Contributions received from sale of redeemable noncontrolling interest | 3,000 | ||
Repayment of Series 1 Preferred Share Obligation | (21,541) | ||
Proceeds from sale of common stock and warrant exercises, net | 526,800 | 173,194 | 43,573 |
Payment of preferred dividends and return of capital | (3,200) | (6,475) | (1,840) |
Net cash provided by financing activities | 411,908 | 221,667 | 59,655 |
Effects on cash from changes in foreign currency rates | (80) | (92) | (244) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 268,160 | 152,274 | (40,461) |
Cash, cash equivalents and restricted cash-beginning of period | 192,052 | 39,778 | 80,239 |
Cash, cash equivalents and restricted cash-end of period | 460,212 | 192,052 | 39,778 |
Supplemental cash flow disclosures: | |||
Cash interest paid and early prepayment charge | 5,765 | 8,376 | 4,091 |
Noncash financing and investing activity: | |||
Warrant exercises | 25,994 | ||
Accrued purchase of fixed assets, cash to be paid in subsequent period | 1,537 | 39 | 71 |
Accrued purchase of project assets, cash to be paid in subsequent period | $ 6,707 | $ 502 | $ 222 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2021 | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies Nature of Business and Basis of Presentation Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. (together with its subsidiaries, the “Company,” “FuelCell Energy,” “we,” “us,” or “our”) has leveraged five decades of research and development to become a global leader in delivering environmentally responsible distributed baseload power platform solutions through our proprietary fuel cell technology. As an innovator and an American manufacturer of clean fuel cell power platforms, our current commercial technology delivers clean, distributed generation and distributed hydrogen, as well as heat, carbon separation and utilization, and water. We plan to increase our investment in developing and commercializing future technologies expected to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as carbon capture solutions. As a leading global manufacturer of proprietary fuel cell technology platforms, we are uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments, and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. Our product offerings drive our mission to help our customers realize their environmental goals, strengthen resiliency, manage energy and other commodity costs, and deliver valuable goods and services to their customers . The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On May 8, 2019, the Company effected Liquidity Our principal sources of cash have been sales of our common stock through public equity offerings, proceeds from third party debt, project financing and tax monetization transactions, proceeds from the sale of our projects as well as research and development and service and license agreements with third parties. We have utilized this cash to develop and construct project assets, perform research and development on our Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of October 31, 2021, unrestricted cash and cash equivalents totaled $432.2 million compared to $149.9 million as of October 31, 2020. In December 2020, the Company closed an underwritten offering of 25.0 million shares of the Company’s common stock. Net proceeds to the Company were approximately $156.4 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows: ● Extinguishment of Senior Secured Debt : On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company. ● Extinguishment of the Series 1 Preferred Shares : On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares (as defined elsewhere herein), totaling Cdn. $27.4 million, or approximately $21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated. ● Working Capital: The remaining $47.5 million of proceeds from the offering was utilized as working capital and included in unrestricted cash. In February 2021, the Company further reduced its debt by repaying the outstanding $6.5 million Paycheck Protection Program Promissory Note from Liberty Bank under the CARES Act. On June 11, 2021, the Company entered into an Open Market Sale Agreement with Jefferies LLC and Barclays Capital Inc. with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $500 million. From the date of the Open Market Sale Agreement through October 31, 2021, approximately 44.1 million shares were sold, resulting in gross proceeds to the Company totaling approximately $377.2 million before deducting expenses and sales commissions. Net proceeds to the Company totaled approximately $369.7 million. The Company plans to use the net proceeds from this offering to accelerate the development and commercialization of our Advanced Technologies products, including our solid oxide platform, for project development, for internal research and development, to invest in capacity expansion for solid oxide and carbonate fuel cell manufacturing, and for project financing, working capital support, and general corporate purposes. The remaining availability under the Open Market Sale Agreement as of the date of filing of this report is approximately $122.8 million. See Note 15. “Stockholders’ Equity and Warrant Liabilities” for additional information regarding the Open Market Sale Agreement. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements. To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully commercialize its Advanced Technologies platforms, including its solid oxide, hydrogen and carbon capture platforms, (viii) implement the product cost reductions necessary to achieve profitable operations, (ix) manage working capital and the Company’s unrestricted cash balance and (x) access the capital markets to raise funds through the sale of equity securities, convertible notes, and other equity-linked instruments. We are continually assessing different means by which to accelerate the Company’s growth, enter new markets, commercialize new products, and enable capacity expansion. Therefore, from time to time, the Company may consider and enter into agreements for one or more of the following: negotiated financial transactions, minority investments, collaborative ventures, license arrangements, joint ventures or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such financing arrangements to construct and deploy our projects and facilitate the growth of our business. The Company expects to seek long-term debt and tax equity (e.g., sale-leaseback and partnership transactions) for its project asset portfolio as these projects commence commercial operations. The proceeds of any such financing, if obtained, may allow the Company to fund other projects. We may also seek to obtain additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to reduce or slow planned spending, reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations. 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 the date of acquisition. We place our temporary cash investments with high credit quality financial institutions. 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. Included in our inventory balance are used modules that are brought back into inventory upon installation of new modules. When a new module is installed, a determination is made as to whether the module has remaining useful life or should be scrapped and materials recycled. Modules that are deemed to have remaining useful life are put into inventory at an estimated value based on the expected remaining life of the module and its projected output. 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 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 platforms and inventory will be recorded at a new cost basis if a valuation allowance is required. Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, including those projects with respect to which we have entered into power purchase agreements (“PPAs”), those projects with respect to which we expect to secure long-term contracts and those projects retained by the Company under a merchant model. Such development costs are generally incurred prior to entering into a definitive sales or long-term financing agreement for the project. Project assets also include capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC Energy Capital, LLC (“PNC”) or Crestmark Equipment Finance, a division of MetaBank (“Crestmark”). 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. To the extent 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. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based 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 Indefinite-Lived Intangibles Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination and is reviewed for impairment at least annually. The intangible asset represents indefinite-lived in-process research and development for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation and is also reviewed at least annually for impairment. 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 goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (“IPR&D”) as of July 31, 2021. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset is more likely than not below its carrying value. No impairment charges were recorded with respect to goodwill or the IPR&D asset during the fiscal years ended October 31, 2021, 2020 and 2019. Impairment of Long-Lived Assets (including Project 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. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers Revenue from Contracts with Customers, A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company’s contracts with customers generally do not include significant financing components or non-cash consideration. The Company has elected practical expedients in the accounting guidance that allow for revenue to be recorded in the amount that the Company has a right to invoice, if that amount corresponds directly with the value to the customer of the Company’s performance to date, and that allow the Company not to disclose related unsatisfied performance obligations. The Company records any amounts that are billed to customers in excess of revenue recognized as deferred revenue and revenue recognized in excess of amounts billed to customers as unbilled receivables. Revenue streams are classified as follows: Product. Service. License and royalty. Generation. Advanced Technologies. See below for a discussion of revenue recognition under Topic 606 by disaggregated revenue stream. Completed project assets Contracts for the sale of completed project assets include the sale of the project asset, the assignment of the service agreement, and the assignment of the PPA. The relative stand-alone selling price is estimated and is used as the basis for allocation of the contract consideration. Revenue is recognized upon the satisfaction of the performance obligations, which includes the transfer of control of the project asset to the customer, which is when the contract is signed and the PPA is assigned to the customer. See below for further discussion regarding revenue recognition for service agreements. Contractual payments related to the sale of the project asset and assignment of the PPA are generally received up-front. Payment terms for service agreements are generally ratable over the term of the agreement. Service agreements Service agreements represent a single performance obligation whereby the Company performs all required maintenance and monitoring functions, including replacement of modules, to ensure the power platform(s) under the service agreement generate a minimum power output. To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method. The consideration for each service agreement is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. The Company reviews its cost estimates on service agreements on a quarterly basis and records any changes in estimates on a cumulative catch-up basis. Loss accruals for service agreements are recognized to the extent that the estimated remaining costs to satisfy the performance obligation exceed the estimated remaining unrecognized consideration. Estimated losses are recognized in the period in which losses are identified. Payment terms for service agreements are generally ratable over the term of the agreement. Advanced Technologies contracts Advanced Technologies contracts include the promise to perform research and development services and, as such, this represents one performance obligation. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue is only recognized to the extent the contracts are funded. Revenue from previous fixed price Advanced Technologies projects is recognized using the cost to cost input method. Revenue recognition for research performed under the EMRE Joint Development Agreement (as defined elsewhere herein) also falls into the practical expedient category where revenue is recorded consistent with the amounts that are to be invoiced. Payments are based on costs incurred for government sponsored Advanced Technologies projects and upon completion of milestones for previous fixed-price Advanced Technologies projects. Payments under the EMRE Joint Development Agreement are based on time spent and material costs incurred. License agreements The Company entered into the License Agreements (as defined elsewhere herein) with POSCO Energy Co., Ltd. (“POSCO Energy”) in 2007, 2009 and 2012. In June 2020, the Company notified POSCO Energy that it was terminating the License Agreements and POSCO Energy disputed such termination (for more information, refer to Note 22. “Commitments and Contingencies” and Note 24. “Subsequent Events”). Prior to the date of the Company’s notice of termination, in connection with the adoption of Topic 606, several performance obligations were identified under the License Agreements, including previously satisfied performance obligations for the transfer of licensed intellectual property, two performance obligations for specified upgrades of the previously licensed intellectual property, a performance obligation to deliver unspecified upgrades to the previously licensed intellectual property on a when-and-if-available basis, and a performance obligation to provide technical support for previously delivered intellectual property. ● The performance obligations related to the specified upgrades would have been satisfied and the related consideration recognized as revenue upon the delivery of the specified upgrades. The Company did not recognize any revenue in fiscal years 2021 and 2020 related to specified upgrades. ● The performance obligations for unspecified upgrades and technical support were being recognized on a straight-line basis over the license term on the basis that this represented the method that best depicted the progress towards completion of the related performance obligations. The Company recognized revenue totaling $0.8 million for the year ended October 31, 2020 related to unspecified upgrades and technical support. All fixed consideration for the License Agreements was previously collected. The Company discontinued revenue recognition of the deferred license revenue related to the License Agreements in July 2020 given the then pending arbitrations. The Company entered into the EMRE Joint Development Agreement on November 5, 2019. The Company recorded license revenue of $4.0 million in association with this agreement for the fiscal year ended October 31, 2020 which revenue was considered at a point-in-time upon the signing of the contract as the license is considered functional intellectual property because it has standalone functionality. The customer can use this intellectual property as it exists at a point in time and no further services are required from the Company. Effective as of June 11, 2019, the Company entered into a License Agreement with EMRE (the “EMRE License Agreement”), pursuant to which the Company agreed, subject to the terms of the EMRE License Agreement, to grant EMRE and its affiliates a non-exclusive, worldwide, fully paid, perpetual, irrevocable, non-transferrable license and right to use the Company’s patents, data, know-how, improvements, equipment designs, methods, processes and the like to the extent it is useful to research, develop, and commercially exploit carbonate fuel cells in applications in which the fuel cells concentrate carbon dioxide from industrial and power sources and for any other purpose attendant thereto or associated therewith. Such right and license is sublicensable to third parties performing work for or with EMRE or its affiliates, but shall not otherwise be sublicensable. Upon the payment by EMRE to the Company of $10.0 million, which was received by the Company on June 14, 2019, EMRE and its affiliates were fully vested in the rights and licenses granted in the EMRE License Agreement, and any further obligations under the EMRE License Agreement are considered by the Company to be minimal. As a result, the total contract value of $10.0 million was recorded as revenue for the year ended October 31, 2019. Generation revenue For certain project assets where customers purchase electricity from the Company under PPAs, the Company has determined that these agreements should be accounted for as operating leases pursuant to ASC 842, Leases Variable Interest Entity and Noncontrolling Interests The Company closed on a tax equity financing transaction in August 2021 f or the 7.4 MW fuel cell project (the “Groton Project”) located on the U.S. Navy Submarine Base in Groton, CT, which has been structured as a “partnership flip.” A partnership (the “Groton Partnership”) was organized with East West Bancorp, Inc. (“East West Bank”) to acquire from FuelCell Energy Finance II, LLC all of the outstanding equity interests in Groton Station Fuel Cell, LLC (“Groton Project Company”). East West Bank has a conditional withdrawal right which they can exercise and which would require the Company to pay 101% of the amount contributed by East West Bank to date. In addition, under this partnership flip structure, the Company has an option to acquire all of the equity interests that East West Bank holds in the Groton Partnership starting approximately five and a half years after the Groton Project is operational. If the Company exercises this option, the exercise price to be paid by the Company will be the greater of (1) the fair market value of East West Bank’s equity interest at the time the option is exercised, (2) five percent of the $15 million tax equity commitment and (3) East West Bank’s claim in liquidation determined using the hypothetical liquidation at book value method. The Groton Partnership is a Variable Interest Entity (VIE) under U.S. GAAP. The Company has determined that it is the primary beneficiary in the Groton Partnership for accounting purposes. The Company has considered the provisions within the financing-related agreements (including the limited liability company agreement for the Groton Partnership) which grant the Company power to manage and make decisions affecting the operations of the Groton Partnership. The Company considers the rights granted to East West Bank under the agreements to be more protective in nature than participatory. Therefore, the Company has determined under the power and benefits criterion of Accounting Standards Codification 810, Consolidations Sale-Leaseback Accounting The Company, through certain wholly-owned subsidiaries, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power. Due to the Company not meeting criteria to account for the transfer of the project assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not derecognize the project assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. 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. 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 platforms. Under the terms of these service agreements, the power platform must meet a minimum operating output during the term. If the 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 records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized 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 and future operating plans for the power platform. 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 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 platform is no longer being maintained. Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreements 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. Costs incurred for customer-sponsored projects are recorded as cost of Advanced Technologies contract revenues in the Consolidated Statements of Operations and Comprehensive Loss. 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 and Comprehensive Loss. 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, 2021, 2020 and 2019, our top customers accounted for 79%, 80% and 77%, respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2021, 2020 and 2019, respectively, are presented below. 2021 2020 2019 ExxonMobil Research and Engineering Comp |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Oct. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 2. Revenue Recognition Contract Balances Contract assets as of October 31, 2021 and 2020 were $20.5 million and $16.9 million, respectively. The contract assets relate to the Company’s rights to consideration for work completed but not billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. The net change in contract assets represents amounts recognized as revenue offset by customer billings. For the years ended October 31, 2021 and 2020, a total of $5.2 million and $5.9 million, respectively, was transferred to accounts receivable from contract assets recognized at the beginning of the period. Contract liabilities as of October 31, 2021 and 2020 were $36.7 million and $41.9 million, respectively. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and in some instances for deferred revenue relating to license performance obligations that will be recognized at a future point in time. The Company discontinued revenue recognition of the deferred license revenue related to the License Agreements in July 2020 given the then pending arbitrations. As of October 31, 2021 and 2020, $22.2 million related to the License Agreements is included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. As a result of the Settlement Agreement and the anticipated sale of modules to KFC under the Settlement Agreement (Refer to Note 24. “Subsequent Events” for additional details), the Company will evaluate the future revenue recognition of this deferred revenue in the first quarter of fiscal year 2022. The net change in contract liabilities represents customer billings offset by revenue recognized. Remaining Performance Obligations Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of October 31, 2021, the Company’s total remaining performance obligations for service agreements was $125.9 million, for license agreements was $22.2 million and for Advanced Technologies contracts was $40.8 million. Service revenue in periods in which there are no module exchanges is expected to be relatively consistent from period to period, whereas module exchanges will result in an increase in revenue when replacements occur. |
Acquisition
Acquisition | 12 Months Ended |
Oct. 31, 2021 | |
Acquisition | |
Acquisition | Note 3. Acquisition On October 31, 2018, FuelCell Energy Finance, LLC (“FuelCell Finance”) entered into a membership interest purchase agreement (the “Bridgeport Power Purchase Agreement”) with Dominion Generation, Inc., as amended on January 15, 2019 and May 9, 2019, pursuant to which FuelCell Finance purchased (on May 9, 2019) all of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC (which is now known as Bridgeport Fuel Cell, LLC) (“BFC”). BFC owns a 14.9 MW fuel cell park in Bridgeport, Connecticut (the “Bridgeport Fuel Cell Project”), which the Company originally developed and constructed and has been operating for Dominion Generation, Inc. under a service agreement since December 2013. On May 9, 2019, FuelCell Finance closed on the purchase of BFC for a total cash purchase price of $35.5 million, subject to a dollar-for-dollar post-closing adjustment to the extent that the closing working capital was greater or less than $1.0 million (the “BFC Purchase Price”). The Company recorded a working capital adjustment of $0.6 million, which has been included in the BFC Purchase Price. Certain balance sheet accounts as of the transaction date, May 9, 2019, relating to the Bridgeport Fuel Cell Project service agreement (accounts receivable of $2.7 million, unbilled receivables of $15.3 million and accrued performance guarantees of $1.3 million) were settled in connection with the acquisition and accordingly were included in the consideration for the acquisition. The acquisition was funded by loans from Fifth Third Bank, Liberty Bank and Connecticut Green Bank (refer to Note 14. “Debt and Financing Obligations” for more information). The balance of the financing for the acquisition was funded by the $15 million of restricted cash on hand that was tied to the Bridgeport Fuel Cell Project and released at closing. ASC Topic 805, “Business Combinations” states that a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. As the acquisition did not meet the definition of a business combination under ASC 805, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The Company determined the estimated fair values of net assets acquired using Level 3 inputs after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The acquisition of BFC also included a PPA with Connecticut Light and Power that has favorable terms relative to market, a land lease with the City of Bridgeport, and working capital. A pre-existing service agreement was determined to be priced similar to current market rates and no gain or loss was recorded. A total of $38.8 million of consideration was allocated to the fuel cell power platform installation, which is recorded in Project Assets, a total of $12.3 million of consideration was allocated to the PPA, which is recorded as an intangible asset, and the remaining consideration was allocated to the acquired working capital. The project asset and PPA intangible asset will be depreciated and amortized over their respective useful lives. Additionally, the land lease with the City of Bridgeport was not assigned any consideration due to its insignificant value. The major depreciable assets of the Bridgeport Fuel Cell Project are the fuel cell modules, which are being depreciated over their estimated remaining useful lives of approximately one |
Tax Equity Financing
Tax Equity Financing | 12 Months Ended |
Oct. 31, 2021 | |
Tax Equity Financing. | |
Tax Equity Financing | Note 4. Tax Equity Financing The Company closed on a tax equity financing transaction in August 2021 with East West Bank for the 7.4 MW Groton Project located on the U.S. Navy Submarine Base in Groton, CT, also known as the Submarine Force. East West Bank’s tax equity commitment totals $15 million. This transaction was structured as a “partnership flip”, which is a structure commonly used by tax equity investors in the financing of renewable energy projects. Under this partnership flip structure, a partnership, in this case Groton Station Fuel Cell Holdco, LLC (the “Groton Partnership”) was organized to acquire from FuelCell Energy Finance II, LLC, a wholly-owned subsidiary of the Company, all outstanding equity interests in Groton Station Fuel Cell, LLC (the “Groton Project Company”) which in turn owns the Groton Project and is the party to the power purchase agreement and all project agreements. At the closing of the transaction, the Groton Partnership is owned by East West Bank, holding Class A Units, and Fuel Cell Energy Finance Holdco, LLC, a subsidiary of FuelCell Energy Finance, LLC, holding Class B Units. The acquisition of the Groton Project Company by the Groton Partnership was funded in part by an initial draw from East West Bank and funds contributed downstream to the Groton Partnership by the Company. The initial closing occurred on August 4, 2021, upon the satisfaction of certain conditions precedent (including the receipt of an appraisal and confirmation that the Groton Project would be eligible for the investment tax credit under Section 48 of the Internal Revenue Code of 1986, as amended). In connection with the initial closing, the Company was able to draw down $3.0 million, of which approximately $0.8 million was used to pay closing costs including appraisal fees, title insurance expenses and legal and consulting fees. The Company is eligible to draw the remaining amount of the commitment, approximately $12 million, once the Groton Project achieves commercial operation. When such funds are drawn down, the funds will be distributed upstream to the Company, as a reimbursement of prior construction costs incurred by the Company. The Company recognized a loss of $30 thousand for the fiscal year ended October 31, 2021 which is attributable to the noncontrolling interest reflecting the 1% conditional withdrawal. Under most partnership flip structures, tax equity investors agree to receive a minimum target rate of return, typically on an after-tax basis. Prior to receiving a contractual rate of return or a date specified in the contractual arrangements, East West Bank will receive substantially all of the non-cash value attributable to the Groton Project, which includes accelerated depreciation and Section 48(a) investment tax credits; however, the Company will receive a majority of the cash distributions (based on the operating income of the Groton Project), which are paid quarterly. After East West Bank receives its contractual rate of return, the Company will receive approximately 95% of the cash and tax allocations. The Company (through a separate wholly owned entity) may enter into a back leverage debt financing transaction and use the cash distributions from the Groton Partnership to service the debt. |
Accounts Receivable, Net and Un
Accounts Receivable, Net and Unbilled Receivables | 12 Months Ended |
Oct. 31, 2021 | |
Accounts Receivable, Net and Unbilled Receivables | |
Accounts Receivable, Net and Unbilled Receivables | Note 5. Accounts Receivable, Net and Unbilled Receivables Accounts receivable, net and unbilled receivables as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Commercial Customers: Amount billed $ 13,854 $ 7,329 Unbilled receivables (1) 7,175 7,063 21,029 14,392 Advanced Technologies (including U.S. government (2) Amount billed 876 2,234 Unbilled receivables 1,749 978 2,625 3,212 Accounts receivable, net and unbilled receivables $ 23,654 $ 17,604 (1) Additional long-term unbilled receivables of $11.6 million and $8.9 million are included within “Other Assets” as of October 31, 2021 and 2020, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2021 and 2020 were $2.3 million and $1.1 million, respectively. We bill customers for power platform and power platform component 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 Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Unbilled receivables relate to revenue recognized on customer contracts that have not been billed. The Company had no allowance for doubtful accounts as of October 31, 2021 and 2020. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when all collection efforts have failed and it is deemed unlikely that the amount will be recovered. |
Inventories
Inventories | 12 Months Ended |
Oct. 31, 2021 | |
Inventories | |
Inventories | Note 6. Inventories Inventories (short and long-term) as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Raw materials $ 25,968 $ 21,726 Work-in-process (1) 45,692 38,231 Inventories 71,660 59,957 Inventories - short-term (67,074) (50,971) Inventories - long-term (2) $ 4,586 $ 8,986 (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 project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2021 and 2020 was $39.7 million and $19.6 million, respectively, of completed standard components and modules . (2) Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for a specific project asset . Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for BOP. 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 platform. The Company incurred costs associated with excess plant capacity including unabsorbed overhead and manufacturing variances of $6.3 million and $8.4 million for the years ended October 31, 2021 and 2020, respectively, which were included within product cost of revenues on the Consolidated Statements of Operations and Comprehensive Loss. |
Project Assets
Project Assets | 12 Months Ended |
Oct. 31, 2021 | |
Project Assets | |
Project Assets | Note 7. Project Assets Project assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, Estimated 2021 2020 Useful Life Project Assets - Operating $ 116,286 $ 99,351 5-20 years Accumulated depreciation (19,844) (28,818) Project Assets - Operating, net 96,442 70,533 Project Assets - Construction in progress 126,835 91,276 7-20 years Project Assets, net $ 223,277 $ 161,809 The estimated useful lives of these project assets are 20 years for BOP and site construction, and 4 to 7 years for modules. The Bridgeport Fuel Cell Project is being depreciated based on similar useful lives adjusted for time elapsed prior to the acquisition. Project assets as of October 31, 2021 and 2020 included nine and eight, respectively, completed, commissioned installations generating power with respect to which the Company has a PPA with the end-user of power and site host with a net aggregate value of $96.4 million and $70.5 million as of October 31, 2021 and 2020, respectively. Certain of these assets are the subject of sale-leaseback arrangements with PNC and Crestmark. Project assets as of October 31, 2021 and 2020 also include installations with carrying values of $126.8 million and $91.3 million, respectively, which are being developed and constructed by the Company in connection with projects for which we have entered into PPAs or projects for which we expect to secure PPAs or otherwise recover the asset value and which have not yet been placed in service. Of this total, as of October 31, 2021 and 2020, approximately $0 million and $4.8 million, respectively, relates to projects for which we expect to secure long-term contracts and/or otherwise recover the asset value and which have not yet been placed in service. In July 2020, the Company repurchased the equipment leased by the Company’s subsidiary, UCI Fuel Cell, LLC, from PNC for a purchase price of $8.8 million and terminated the lease agreement. Refer to Note 14. “Debt and Financing Obligations” for more information. Fiscal Year 2021 Impairment Charges In the fourth quarter of fiscal year 2021, the Company recorded project asset impairment charges for (i) the Triangle Street Project, (ii) the LIPA Brookhaven and Clare Rose Projects, and (iii) the Toyota Project, which are further described as follows: i. Impairment charge for the Triangle Street Project: In the fourth quarter of fiscal year 2021, based upon the carrying value of the components that can be removed and utilized to service similar project assets and due to the uncertainty as to whether the project asset will generate further cash flows, the Company recorded an impairment charge of $0.4 million. The remaining carrying value is $5.6 million. ii. Impairment charge for the LIPA Brookhaven and Clare Rose Projects: As previously reported, in July 2017, the Company was awarded three projects on Long Island, New York totaling 39.8 MW by the Long Island Power Authority (“LIPA”). In December 2018, the Company executed a power purchase agreement for one of the three awards (a 7.4 MW project in Yaphank, Long Island). The other two awards, for which there are no executed power purchase agreements (and which are referred to herein as the LIPA Brookhaven and Clare Rose Projects), had been progressing through the required interconnect process while the Company worked to find a commercial resolution and enter into such agreements with LIPA. Given the passage of time without a resolution, the Company has made a decision to no longer pursue the interconnection process and will no longer pursue development of the LIPA Brookhaven and Clare Rose Projects. As a result of this decision, in the fourth quarter of fiscal year 2021, the Company recorded a charge of $1.8 million to impair the carrying value of the development costs for these two projects. iii. Impairment charge for the Toyota Project: The Company is in the construction phase of this 2.3 MW project. It was determined in the fourth quarter of fiscal year 2021 that a potential source of renewable natural gas (“RNG”) at favorable pricing was no longer sufficiently probable and that market pricing for RNG has significantly increased resulting in the determination that the carrying value of the project asset is no longer recoverable. While the Company is pursuing alternative sources of RNG, a $2.8 million charge was recorded which represents the carrying value of the project asset less the carrying value of inventory components that could be redeployed for alternative use. Refer to Note 22. “Commitments and Contingencies” for more information regarding fuel risk exposure. Fiscal Year 2020 Impairment Charges In the fourth quarter of fiscal year 2020, the Company reviewed the Triangle Street Project and, as a result of output and revenue projections given then-current development plans, recorded an additional impairment charge of $2.4 million. The Triangle Street Project is used by the Company as a development platform for the Company’s advanced applications. Because we use the platform for development activities, generation revenue has been negatively impacted. Fiscal Year 2019 Impairment Charges During the year ended October 31, 2019, the Company recorded project asset impairment charges for (i) the Triangle Street Project and (ii) the Bolthouse Farms Project, which are further described as follows: i. Impairment charge for the Triangle Street Project: In the fourth quarter of fiscal year 2019, management determined that it would not be able to secure a PPA with terms acceptable to the Company for the Triangle Street Project. Therefore, it was management’s intention in fiscal year 2019 to operate the project under a merchant model for 5 years and use the project as a development platform for the Company’s advanced applications. The project sells power through the Connecticut grid under wholesale tariff rates and Renewable Energy Credits (RECs) to market participants. As a result of management’s decision to operate the project in this manner, an impairment charge of $14.4 million was recorded in the fourth quarter of fiscal year 2019. The amount of the impairment charge was determined by comparing the estimated discounted cash flows of the project and the expected residual value of the project to its carrying value. ii. Impairment charge for the Bolthouse Farms Project : In the fourth quarter of fiscal year 2019, an impairment charge for the Bolthouse Farms Project was recorded as management decided to pursue termination of the PPA given regulatory changes impacting the future cost profile for the Company and Bolthouse Farms. Since it was considered probable that the PPA would be terminated, a $3.1 million impairment charge was recorded, which reflects the difference between the carrying value of the asset and the value of the components that were expected to be redeployed to other projects. As of October 31, 2019, the PPA was terminated. Impairment charges are recorded as cost of generation revenues in the Consolidated Statements of Operations and Comprehensive Loss. Depreciation expense for project assets was $13.7 million, $12.9 million and $6.8 million for the years ended October 31, 2021, 2020 and 2019, respectively. Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows. The proceeds received from the sale and subsequent leaseback of project assets are classified as “Cash flows from financing activities” within the Consolidated Statements of Cash Flows and are classified as a financing obligation within “Current portion of long-term debt” and “Long-term debt and other liabilities” on the Consolidated Balance Sheets (refer to Note 14. “Debt and Financing Obligations” for more information). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2021 | |
Property, Plant and Equipment. | |
Property Plant and Equipment | Note 8. Property, Plant and Equipment Property, plant and equipment as of October 31, 2021 and 2020 consisted of the following (in thousands): Estimated 2021 2020 Useful Life Land $ 524 $ 524 — Building and improvements 20,865 20,395 10‑26 years Machinery, equipment and software 109,449 107,732 3‑8 years Furniture and fixtures 4,325 4,319 10 years Construction in progress 6,424 402 — 141,587 133,372 Accumulated depreciation (102,171) (97,041) Property, plant and equipment, net $ 39,416 $ 36,331 During the year ended October 31, 2019, the Company recorded a $2.8 million impairment of construction in process assets related to automation equipment for use in manufacturing which was recorded in Cost of product sales in the Consolidated Statements of Operations and Comprehensive Loss. There were no impairments of property, plant and equipment for the years ended October 31, 2021 and October 31, 2020. Depreciation expense for property, plant and equipment was $4.9 million, $5.1 million and $4.9 million for the years ended October 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Oct. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets As of October 31, 2021 and 2020, the Company had goodwill of $4.1 million and intangible assets of $18.7 million and $20.0 million, respectively, that were recorded in connection with the Company’s 2012 acquisition of Versa Power Systems Inc. (“Versa”) and the 2019 Bridgeport Fuel Cell Project acquisition. The Versa acquisition intangible asset represents indefinite-lived IPR&D for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation. The Company completed its annual impairment analysis of goodwill and IPR&D assets as of July 31, 2021. The Company performed a qualitative analysis for fiscal year 2021 and determined that there was no impairment of goodwill or the indefinite-lived intangible asset. Amortization expense for the Bridgeport Fuel Cell Project-related intangible asset for the years ended October 31, 2021, 2020 and 2019 was $1.3 million, $1.3 million and $0.6 million, respectively. The following tables summarize the Company’s intangible assets as of October 31, 2021 and 2020 (in thousands): As of October 31, 2021 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ — $ 9,592 Bridgeport PPA 12,320 (3,242) 9,078 Total $ 21,912 $ (3,242) $ 18,670 As of October 31, 2020 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ — $ 9,592 Bridgeport PPA 12,320 (1,945) 10,375 Total $ 21,912 $ (1,945) $ 19,967 Amortization expense is recorded on a straight-line basis and future amortization expense will be $1.3 million per year until the Bridgeport PPA is fully amortized. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Oct. 31, 2021 | |
Other Current Assets | |
Other Current Assets | Note 10. Other Current Assets Other current assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Advance payments to vendors (1) $ 4,005 $ 1,954 Prepaid expenses and other (2) 5,172 4,352 Other current assets $ 9,177 $ 6,306 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Primarily relates to other prepaid vendor expenses including insurance expense. |
Other Assets
Other Assets | 12 Months Ended |
Oct. 31, 2021 | |
Other Assets | |
Other Assets | Note 11. Other Assets Other assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Long-term stack residual value (1) $ 263 $ 890 Long-term unbilled receivables (2) 11,581 8,856 Other (3) 5,154 5,593 Other assets $ 16,998 $ 15,339 (1) Relates to estimated 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 unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date. (3) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms by the Company at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid as of October 31, 2021 and 2020 was $2.2 million. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of October 31, 2021 and 20 20 . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2021 | |
Accrued Liabilities | |
Accrued Liabilities | Note 12. Accrued Liabilities Accrued liabilities as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Accrued payroll and employee benefits $ 2,544 $ 4,461 Accrued product warranty cost (1) 72 97 Accrued service agreement and PPA costs (2) 9,112 7,037 Accrued legal, taxes, professional and other 4,371 4,086 Accrued liabilities $ 16,099 $ 15,681 (1) The decrease in accrued product warranty cost represents a reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for the years ended October 31, 2021 and 2020 was $0.03 million and $0.1 million, respectively. (2) Accrued service agreement costs represent loss accruals on service contracts of $6.5 million as of October 31, 2021, which increased from $5.5 million as of October 31, 2020. The increase is the result of a change in estimates regarding timing of future module exchanges. The accruals for performance guarantees on service agreements and PPAs increased from $1.4 million as of October 31, 2020 to $2.5 million as of October 31, 2021 . |
Leases
Leases | 12 Months Ended |
Oct. 31, 2021 | |
Leases | |
Leases | Note 13. Leases The Company adopted ASC 842 and its related amendments (collectively, the “Standard”) effective November 1, 2019 and elected the modified retrospective approach in which results and disclosures for periods before November 1, 2019 were not adjusted for the new standard and the cumulative effect of the change in accounting, if applicable, is recognized through accumulated deficit at the date of adoption. The Standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the Consolidated Balance Sheets for all leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statement of Operations. The Standard provides entities with several practical expedient elections. Among them, the Company elected the package of practical expedients that permits the Company to not reassess prior conclusions related to its leasing arrangements, lease classifications and initial direct costs. In addition, the Company has elected the practical expedients to not separate lease and non-lease components, to use hindsight in determining the lease terms and impairment of ROU assets, and to not apply the Standard’s recognition requirements to short-term leases with a term of 12 months or less. The adoption of the Standard did not have a material effect on the Company’s Consolidated Statements of Operations and Comprehensive Loss or Consolidated Statement of Cash Flows. Upon adoption, the Company recorded a $10.3 million operating lease ROU asset and a $10.1 million operating lease liability. The adoption of the New Lease Accounting Standard had no impact on accumulated deficit. The Company enters into operating and finance lease agreements for the use of real estate, vehicles, information technology equipment, and certain other equipment. We determine if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The impacts of accounting for operating leases are included in Operating lease right-of-use assets, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s Consolidated Balance Sheets. Finance leases are not considered significant to the Company’s Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. Finance lease ROU assets at October 31, 2021 and 2020 of $0.1 million and $0.04 million, respectively, are included in Property, plant and equipment, net in the Company’s Consolidated Balance Sheets. Finance lease liabilities at October 31, 2021 and 2020 of $0.1 million and $0.04 million, respectively, are included in Current portion of long-term debt and Long-term debt ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the present value of the Company’s obligation to make lease payments arising from the lease over the lease term at the commencement date of the lease (or November 1, 2019 for leases existing upon the adoption of ASC 842). As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate based on the information available at the date of adoption in determining the present value of lease payments and used the implicit rate when readily determinable. The Company determined incremental borrowing rates through market sources for secured borrowings including relevant industry rates. The Company’s operating lease ROU assets also include any lease pre-payments and exclude lease incentives. Certain of the Company’s leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from lease ROU assets and lease liabilities to the extent not considered in-substance fixed, and instead, expenses variable payments as incurred. Variable lease expense and lease expense for short term contracts are not material components of lease expense. The Company’s leases generally have remaining lease terms of 1 Operating lease costs for the years ended October 31, 2021 and 2020 was $1.5 million. As of October 31, 2021, the weighted average remaining lease term (in years) was approximately 20 years and the weighted average discount rate was 8.15%. Lease payments made during the years ended October 31, 2021 and 2020 totaled $1.2 million and $1.0 million, respectively. Rent expense for operating leases of computer and office equipment and the manufacturing facilities in Torrington and Danbury, Connecticut under previous accounting guidance for leases was $1.0 million for the year ended October 31, 2019. As of October 31, 2021, undiscounted maturities of operating lease and finance lease liabilities are as follows (in thousands): Operating Leases Finance Leases 2021 $ 1,528 $ 54 2022 1,179 49 2023 867 12 2024 795 — 2025 767 — Thereafter 14,194 — Total undiscounted lease payments 19,330 115 Less imputed interest (10,205) (13) Total discounted lease payments $ 9,125 $ 102 San Bernardino Fuel Cell, LLC Sale-Leaseback Transaction On August 25, 2021, an indirect wholly-owned subsidiary of the Company, San Bernardino Fuel Cell, LLC (“SBFC”), entered into a Purchase and Sale Agreement (the “San Bernardino Purchase Agreement”) and an Equipment Lease Agreement (the “San Bernardino Lease”) with Crestmark Equipment Finance (“Crestmark”). Under these agreements, SBFC sold the 1.4 MW biogas fueled fuel cell power plant (the “San Bernardino Plant”) located at the San Bernardino wastewater treatment plant in San Bernardino, California to Crestmark for a purchase price of $10.2 million and then leased the San Bernardino Plant back from Crestmark. SBFC sells the power produced by the San Bernardino Plant to a third party under a twenty-year PPA (the “San Bernardino PPA”). The San Bernardino Lease has an initial term of ten years but may be extended at the option of SBFC. An initial rental down payment and one quarter’s rent totaling $2.2 million was paid using the proceeds from the sale of the San Bernardino Plant. Lease payments are expected to be funded with proceeds from the sale of power under the San Bernardino PPA on a quarterly basis. As a result of the sale-leaseback transaction, the remaining lease payments due over the term of the San Bernardino Lease were approximately $5.3 million immediately following the transaction and as of October 31, 2021. Reserves covering debt service and future module replacement totaling $2.5 million were also deducted from the proceeds from the sale of the San Bernardino Plant and will be classified as restricted cash of the Company until such time as it meets its performance obligations (such as servicing the San Bernardino Plant and providing module exchanges) under the Long Term Service Agreement for the San Bernardino Plant. The Company’s net unrestricted cash proceeds from the transaction totaled approximately $5.3 million, which is the purchase price less the initial rent payments, debt and module reserves, and taxes and transaction fees. In addition, SBFC and Crestmark entered into an Assignment Agreement on August 25, 2021 (the “San Bernardino Assignment Agreement”) and FuelCell Finance (a wholly-owned subsidiary of the Company and the direct parent of SBFC) and Crestmark entered into a Pledge Agreement on August 25, 2021 (the “San Bernardino Pledge Agreement”) pursuant to which agreements collateral was provided to Crestmark to secure SBFC’s obligations under the San Bernardino Lease which includes a security interest in (i) certain agreements relating to the sale-leaseback transaction, (ii) the revenues with respect to the San Bernardino Plant, (iii) a cash module replacement reserve for the San Bernardino Plant, and (iv) FuelCell Finance’s equity interest in SBFC. SBFC and the Company also entered into a Technology License and Access Agreement with Crestmark on August 25, 2021, which provides Crestmark with certain intellectual property license rights to have access to the Company’s proprietary fuel cell technology, but only for the purpose of maintaining and servicing the San Bernardino Plant in certain circumstances in which the Company is not satisfying its obligations under its service agreement with regard to the maintenance and servicing of the San Bernardino Plant. Pursuant to the San Bernardino Lease, SBFC has an obligation to indemnify Crestmark for the amount of any actual reduction in the U.S. investment tax credit (“ITC”) anticipated to be realized by Crestmark in connection with this sale-leaseback transaction. Such obligation would arise as a result of reductions to the value of the underlying fuel cell project as assessed by the U.S. Internal Revenue Service (“IRS”). The Company does not believe that any such obligation is probable based on the facts known as of October 31, 2021. The maximum potential future payments that SBFC could be required to make as a result of this obligation would depend on the difference between the fair value of the fuel cell project sold or financed and the value the IRS would determine as the fair value of the project for purposes of claiming the ITC. The value of the ITC in the sale-leaseback agreements is based on guidelines provided by regulations from the IRS. The Company and Crestmark used a fair value determined with the assistance of an independent third-party appraisal. The San Bernardino Purchase Agreement and the San Bernardino Lease contain representations and warranties, affirmative and negative covenants, and events of default that entitle Crestmark to cause SBFC’s indebtedness under the San Bernardino Lease to become immediately due and payable. Pursuant to a Guaranty Agreement executed on August 25, 2021 by the Company for the benefit of Crestmark (the “San Bernardino Guaranty”), the Company has guaranteed the payment and performance of SBFC’s obligations under the San Bernardino Lease. Central CA Fuel Cell 2, LLC Sale-Leaseback Transaction On February 11, 2020, an indirect wholly-owned subsidiary of the Company, Central CA Fuel Cell 2, LLC (“CCFC2”), entered into a Purchase and Sale Agreement (the “Tulare Purchase Agreement”) and an Equipment Lease Agreement (the “Tulare Lease”) with Crestmark. Under these agreements, CCFC2 sold the 2.8 MW biogas fueled fuel cell power plant (the “Tulare Plant”) located at the Tulare wastewater treatment plant in Tulare, California to Crestmark for a purchase price of $14.4 million and then leased the Tulare Plant back from Crestmark. CCFC2 sells the power produced by the Tulare Plant to a third party under a twenty-year PPA (the “Tulare PPA”). The Tulare Lease includes an end of term option for CCFC2 to repurchase the transferred assets. The repurchase clause precluded sale accounting since there are no alternative assets substantially the same as the transferred assets readily available in the marketplace. As such, the transaction is a failed sale-leaseback transaction that is accounted for as a financing transaction. The Tulare Lease has an initial term of ten years but may be extended at the option of CCFC2. An initial rental down payment and one month’s rent totaling $2.9 million was paid using the proceeds from the sale of the Tulare Plant. Lease payments are due on a monthly basis in the amount of $0.1 million. Lease payments are expected to be funded with proceeds from the sale of power under the Tulare PPA. As a result of the sale-leaseback transaction, the remaining lease payments due over the term of the Tulare Lease were approximately $9.3 million immediately following the transaction and $7.7 million and $8.6 million as of October 31, 2021 and 2020, respectively. CCFC2 and Crestmark entered into an Assignment Agreement on February 11, 2020 (the “Tulare Assignment Agreement”) and FuelCell Finance, a wholly-owned subsidiary of the Company and the direct parent of CCFC2, and Crestmark entered into a Pledge Agreement on February 11, 2020 (the “Tulare Pledge Agreement”) pursuant to which agreements collateral was provided to Crestmark to secure CCFC2’s obligations under the Tulare Lease which includes a security interest in (i) certain agreements relating to the sale-leaseback transaction, (ii) the revenues with respect to the Tulare Plant, (iii) two fuel cell replacement modules for the Tulare Plant, and (iv) FuelCell Finance’s equity interest in CCFC2. CCFC2 and the Company also entered into a Technology License and Access Agreement with Crestmark on February 11, 2020, which provides Crestmark with certain intellectual property license rights to have access to the Company’s proprietary fuel cell technology, but only for the purpose of maintaining and servicing the Tulare Plant in certain circumstances where the Company is not satisfying its obligations under its service agreement with regard to the maintenance and servicing of the Tulare Plant. Pursuant to the Tulare Lease, CCFC2 has an obligation to indemnify Crestmark for the amount of any actual reduction in the U.S. Investment Tax Credit anticipated to be realized by Crestmark in connection with the foregoing sale-leaseback transaction. Such obligations would arise as a result of reductions to the value of the underlying fuel cell project as assessed by the IRS. The Company does not believe that any such obligation is probable based on the facts known as of October 31, 2021. The maximum potential future payments that CCFC2 could have to make under these obligations would depend on the difference between the fair values of the fuel cell project sold or financed and the values the IRS would determine as the fair value for the system for purposes of claiming the Investment Tax Credit. The value of the Investment Tax Credit in the sale-leaseback agreements is based on guidelines provided by regulations from the IRS. The Company and Crestmark used fair values determined with the assistance of an independent third-party appraisal. The Tulare Purchase Agreement and the Tulare Lease contain representations and warranties, affirmative and negative covenants, and events of default that entitle Crestmark to cause CCFC2’s indebtedness under the Tulare Lease to become immediately due and payable. Pursuant to a Guaranty Agreement executed on February 11, 2020 by the Company for the benefit of Crestmark (the “Tulare Guaranty”), the Company has guaranteed the payment and performance of CCFC2’s obligations under the Tulare Lease. |
Debt and Financing Obligations
Debt and Financing Obligations | 12 Months Ended |
Oct. 31, 2021 | |
Debt and Financing Obligations | |
Debt and Financing Obligations | Note 14. Debt and Financing Obligations Debt as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Orion Energy Partners Credit Facility $ — $ 80,000 Connecticut Green Bank Loan 4,800 4,800 Connecticut Green Bank Loan (Bridgeport Fuel Cell Project) 4,318 5,065 Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project) 7,465 9,549 Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project) 7,465 9,549 Finance obligation for sale-leaseback transactions 56,492 49,274 State of Connecticut Loan 8,622 9,454 Liberty Bank Promissory Note (PPP Note) — 6,515 Finance lease obligations 102 38 Deferred finance costs (1,556) (3,737) Unamortized debt discount — (5,152) Total debt and financing obligations $ 87,708 $ 165,355 Current portion of long-term debt and financing obligations (10,085) (21,366) Long-term debt and financing obligations $ 77,623 $ 143,989 Aggregate annual principal payments under our loan agreements and finance lease obligations for the years subsequent to October 31, 2021 are as follows (in thousands): Year 1 $ 10,489 Year 2 10,275 Year 3 10,352 Year 4 8,678 Year 5 4,988 Thereafter (1) 9,677 $ 54,459 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2021 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. Orion Energy Partners Investment Agent, LLC Credit Agreement On October 31, 2019, the Company and certain of its affiliates as guarantors entered into a Credit Agreement (as amended from time to time, the “Orion Credit Agreement”) with Orion Energy Partners Investment Agent, LLC, as Administrative Agent and Collateral Agent (the “Orion Agent”), and certain lenders affiliated with the Orion Agent for a $200.0 million senior secured credit facility (the “Orion Facility”), structured as a delayed draw term loan to be provided by the lenders primarily to fund certain of the Company’s construction and related costs for fuel cell projects meeting the requirements of the Orion Facility. Under the Orion Credit Agreement, each lender funded its commitments less 2.50% of the aggregate principal amount of the loans funded by such lender (the “Loan Discount”). On October 31, 2019, the Company drew down $14.5 million (the “Initial Funding”) and received $14.1 million, after taking into account a Loan Discount of $0.4 million. On October 31, 2019, in connection with the Initial Funding, the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share (the “Initial Funding Warrants”). On November 22, 2019, a second draw (the “Second Funding”) of $65.5 million, funded by Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., and Orion Energy Credit Opportunities FuelCell Co-Invest, L.P. (as the lenders under the Orion Credit Agreement), was made to fully repay certain outstanding third party debt of the Company, including the outstanding construction loan from Fifth Third Bank with respect to the Groton Project and the outstanding loan from Webster Bank with respect to the CCSU Project, as well as to fund remaining going forward construction costs and anticipated capital expenditures relating to the Groton Project (a 7.4 MW project), the LIPA Yaphank Solid Waste Management Project (a 7.4 MW project), and the Tulare BioMAT Project (a 2.8 MW project). The Company received $63.9 million in the Second Funding after taking into account a Loan Discount of $1.6 million as described above. Also in conjunction with the Second Funding, the Company issued to the lenders warrants to purchase up to a total of 14.0 million shares of the Company’s common stock, with an initial exercise price with respect to 8.0 million of such shares of $0.242 per share and with an initial exercise price with respect to 6.0 million of such shares of $0.620 per share (the “Second Funding Warrants”). Under the Orion Credit Agreement, cash interest of 9.9% per annum was paid quarterly. In addition to the cash interest, payment-in-kind interest of 2.05% per annum accrued which was added to the outstanding principal balance of the Orion Facility but was paid quarterly in cash to the extent of available cash after payment of the Company’s operating expenses and the funding of certain reserves for the payment of outstanding indebtedness to the State of Connecticut and Connecticut Green Bank. Outstanding principal under the Orion Facility was to be amortized on a straight-line basis over a seven-year term with the initial payment due 21 business days after the end of the first quarter of fiscal year 2021. The maturity date of the Orion Facility was October 31, 2027. The Orion Facility contained an administrative fee of $0.1 million per year paid on a quarterly basis and also included a prepayment premium of up to 35%. Such prepayment fee was to be reduced over time based on the aggregate amount of principal and interest paid. The issuance of the Initial Funding Warrants and recognition of the Second Funding Warrants resulted in $3.9 million being recorded as a liability as of October 31, 2019 with the offset recorded as a debt discount. Refer to Note 15. “Stockholders’ Equity and Warrant Liabilities” for additional information regarding the Initial Funding Warrants and Second Funding Warrants, including the accounting, terms and conversions during the years ended October 31, 2021 and 2020. During the year ended October 31, 2020, the Orion Credit Agreement was amended on five occasions including (a) to establish a debt reserve of $5.0 million to be released upon the occurrence of certain events and require the Company to enter into or modify certain commercial agreements in conjunction with the Second Funding, (b) to require the Company to make certain payment and funding commitments related to the Series 1 Preferred Shares in order to obtain consent from the lenders under the Orion Credit Agreement for modification of the terms of the Series 1 Preferred Shares, (c) to require the Company to pledge additional assets and to restrict the use of, or require the use in a specified manner of, the cash received from the Crestmark sale-leaseback transaction in order obtain consent from the lenders under the Orion Credit Agreement for the Crestmark sale-leaseback transaction, (d) to permit the release of a portion of restricted cash in exchange for additional collateral and performance commitments, and (e) to add additional covenants and security in conjunction with the establishment of a short-term secondary facility loan commitment of $35.0 million that expired unused. Upon entering into the secondary facility loan commitment, the Company owed the lenders under the Orion Credit Agreement an option premium of $1.0 million. The Company paid the $1.0 million option premium during the year ended October 31, 2020 and recorded the amount as interest expense. On November 30, 2020, the Company, its subsidiary guarantors, and the Orion Agent entered into a payoff letter with respect to the Orion Credit Agreement (the “Orion Payoff Letter”). Pursuant to the Orion Payoff Letter, on December 7, 2020, the Company paid a total of $87.3 million to the Orion Agent, representing the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing under the Orion Facility and the Orion Credit Agreement and related loan documents, in full repayment of the Company’s outstanding indebtedness under the Orion Facility and the Orion Credit Agreement and related loan documents. In accordance with the Orion Payoff Letter, the aggregate prepayment premium set forth in the Orion Credit Agreement was reduced from approximately $14.9 million to $4.0 million and the Orion Agent, on behalf of itself and the lenders, agreed that any portion of the prepayment premium that would otherwise be required to be paid pursuant to the Orion Credit Agreement in excess of $4.0 million was waived by the Orion Agent and the lenders. The Company expensed the remaining deferred finance costs and debt discount of $7.1 million. The Company has classified the $4.0 million prepayment premium and the deferred finance costs and debt discount expense as Loss on extinguishment of debt and financing obligation on the Consolidated Statements of Operations and Comprehensive Loss. Concurrently with the Orion Agent’s receipt of full payment pursuant to the Orion Payoff Letter, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility (which included the release of $11.2 million of restricted cash to the Company, which became unrestricted cash), and the Company and its subsidiaries were unconditionally released from their respective obligations under the Orion Credit Agreement (and related loan documents) and the Orion Facility without further action. With the termination of the Orion Facility and the Orion Credit Agreement and related loan documents, the lenders no longer have the right to appoint representatives to attend the Company’s Board of Director meetings as observers. Connecticut Green Bank Loans As of October 31, 2019, the Company had a long-term loan agreement with the Connecticut Green Bank, providing the Company with a loan of $1.8 million (the “Green Bank Loan Agreement”). On and effective as of December 19, 2019, the Company and Connecticut Green Bank entered into an amendment to the Green Bank Loan Agreement (the “Green Bank Amendment”). Upon the execution of the Green Bank Amendment on December 19, 2019, Connecticut Green Bank made an additional loan to the Company in the aggregate principal amount of $3.0 million (the “December 2019 Loan”), which was to be used (i) first, to pay closing fees related to the May 9, 2019 acquisition of the Bridgeport Fuel Cell Project and the Subordinated Credit Agreement (as defined below), other fees and interest, and (ii) thereafter, for general corporate purposes. The Green Bank Amendment provides that, until such time as the loan (which includes both the outstanding principal balance of the original loan under the Green Bank Loan Agreement and the outstanding principal amount of the December 2019 Loan) has been repaid in its entirety, interest on the outstanding balance of the loan shall accrue at a rate of 8% per annum, payable by the Company on a monthly basis in arrears. Interest payments made by the Company after the date of the Green Bank Amendment are to be applied first to interest that has accrued on the outstanding principal balance of the original loan under the Green Bank Loan Agreement and then to interest that has accrued on the December 2019 Loan. The Green Bank Amendment also modifies the repayment and mandatory prepayment terms and extends the maturity date set forth in the original Green Bank Loan Agreement. Under the Green Bank Amendment, to the extent that excess cash flow reserve funds under the BFC Credit Agreement (as defined below) are eligible for disbursement to Bridgeport Fuel Cell, LLC pursuant to Section 6.23(c) of the BFC Credit Agreement, such funds are to be paid to Connecticut Green Bank until the loans are repaid in full. The Green Bank Amendment further provides that any unpaid balance of the loan and all other obligations due under the Green Bank Loan Agreement will be due and payable on May 9, 2026. Finally, with respect to mandatory prepayments, the Green Bank Amendment provides that, when the Company has closed on the subordinated project term loan pursuant to the Commitment Letter, dated February 6, 2019, issued by Connecticut Green Bank to Groton Station Fuel Cell, LLC (“Groton Fuel Cell”) Bridgeport Fuel Cell Project Loans On May 9, 2019, in connection with the closing of the purchase of the membership interests of Bridgeport Fuel Cell, LLC (“BFC”) (and the 14.9 MW Bridgeport Fuel Cell Project), BFC entered into a subordinated credit agreement with the Connecticut Green Bank whereby Connecticut Green Bank provided financing in the amount of $6.0 million (the “Subordinated Credit Agreement”). This $6.0 million consisted of $1.8 million in incremental funding that was received by BFC and $4.2 million of funding previously received by FuelCell Energy, Inc. with respect to which BFC became the primary obligor. As security for the Subordinated Credit Agreement, Connecticut Green Bank received a perfected lien, subordinated and second in priority to the liens securing the $25.0 million loaned under the BFC Credit Agreement (as defined below), in all of the same collateral securing the BFC Credit Agreement. The interest rate under the Subordinated Credit Agreement is 8% per annum. Principal and interest are due monthly in amounts sufficient to fully amortize the loan over an 84-month period ending in May 2026. The Subordinated Credit Agreement contains a debt coverage ratio which is required to be maintained and may not be less than 1.10 as of the end of each fiscal quarter, beginning with the quarter ended July 31, 2020. The balance under the Subordinated Credit Agreement as of October 31, 2021 was $4.3 million. On May 9, 2019, in connection with the closing of the purchase of the Bridgeport Fuel Cell Project, BFC entered into a Credit Agreement with Liberty Bank, as administrative agent and co-lead arranger, and Fifth Third Bank as co-lead arranger and interest rate swap hedger (the “BFC Credit Agreement”), whereby (i) Fifth Third Bank provided financing in the amount of $12.5 million towards the purchase price for the BFC acquisition; and (ii) Liberty Bank provided financing in the amount of $12.5 million towards the purchase price for the BFC acquisition. As security for the BFC Credit Agreement, Liberty Bank and Fifth Third Bank were granted a first priority lien in (i) all assets of BFC, including BFC’s cash accounts, fuel cells, and all other personal property, as well as third party contracts including the Energy Purchase Agreement between BFC and Connecticut Light and Power Company dated July 10, 2009, as amended; (ii) certain fuel cell modules that are intended to be used to replace the Bridgeport Fuel Cell Project’s fuel cell modules as part of routine operation and maintenance; and (iii) FuelCell Finance’s (a wholly-owned subsidiary of the Company and the direct parent of BFC) ownership interest in BFC. The maturity date under the BFC Credit Agreement is May 9, 2025. Monthly principal and interest are to be paid in arrears in an amount sufficient to fully amortize the term loan over a 72-month period. BFC has the right to make additional principal payments or pay the balance due under the BFC Credit Agreement in full, provided that it pays any associated breakage fees with regard to the interest rate swap agreements fixing the interest rate. The interest rate under the BFC Credit Agreement fluctuates monthly at the 30-day LIBOR rate plus 275 basis points. An interest rate swap agreement was required to be entered into with Fifth Third Bank in connection with the BFC Credit Agreement to protect against movements in the floating LIBOR index. Accordingly, on May 16, 2019, an interest rate swap agreement (the “Swap Agreement”) was entered into with Fifth Third Bank in connection with the BFC Credit Agreement for the term of the loan. The net interest rate across the BFC Credit Agreement and the swap transaction results in a fixed rate of 5.09%. The interest rate swap is adjusted to fair value on a quarterly basis. The estimated fair value is based on Level 2 inputs including primarily the forward LIBOR curve available to swap dealers. The valuation methodology involves comparison of (i) the sum of the present value of all monthly variable rate payments based on a reset rate using the forward LIBOR curve and (ii) the sum of the present value of all monthly fixed rate payments on the notional amount, which is equivalent to the outstanding principal amount of the loans. The fair value adjustments for the years ended October 31, 2021, 2020 and 2019 resulted in a $0.5 million gain, a $0.3 million gain and a $0.6 million charge, respectively. The fair value of the interest rate swap liability as of October 31, 2021 and 2020 was $0.5 million and $0.9 million, respectively. The BFC Credit Agreement requires BFC to maintain a debt service reserve. Each of Liberty Bank and Fifth Third Bank also has an operation and module replacement reserve (“O&M Reserve”) under the BFC Credit Agreement. BFC is required to deposit $0.1 million per month into each O&M Reserve for the first five years of the BFC Credit Agreement, with such funds to be released at the sole discretion of Liberty Bank and Fifth Third Bank, as applicable. BFC is also required to maintain excess cash flow reserve accounts at each of Liberty Bank and Fifth Third Bank. Excess cash flow consists of cash generated by BFC from the Bridgeport Fuel Cell Project after payment of all expenses (including after payment of intercompany service fees to the Company), debt service to Liberty Bank and Fifth Third Bank, the funding of all required reserves, and payments to Connecticut Green Bank for the subordinated facility. BFC is also required to maintain a debt service coverage ratio of not less than 1.20, measured for the trailing year based on fiscal quarters beginning with the quarter ended July 31, 2020. The Company has certain quarterly and annual financial reporting requirements under the BFC Credit Agreement. The annual financial statements to be provided pursuant to such requirements are to be audited and accompanied by a report of an independent certified public accountant, which report shall not include a “going concern” matter of emphasis or any qualification as to the scope of such audit. Finance obligations for sale leaseback agreements Several of the Company’s project subsidiaries previously entered into sale-leaseback agreements with PNC for commissioned projects where the Company had entered into a PPA with the site host/end-user of produced power, and CCFC2 and SBFC entered into sale-leaseback transactions with Crestmark on February 11, 2020 and August 25, 2021, respectively (refer to Note. 13. “Leases” for additional information). The Company did not recognize as revenue any of the proceeds received from the lessor that contractually constitute payments to acquire the assets subject to these arrangements. Instead, the sale proceeds received were accounted for as financing obligations. The outstanding financing obligation balance as of October 31, 2021 was $56.5 million as compared to $49.3 million as of October 31, 2020. This change reflects the recording of the finance obligation with Crestmark for the San Bernardino Plant sale leaseback transaction and the recognition of interest expense, offset by lease payments. The outstanding financing obligation for the remaining leases includes $34.8 million in excess of future required payments, not including amounts for the potential repurchase price of the project assets which is based on fair value. The sale-leaseback arrangements with PNC allow the Company to repurchase the project assets at fair market value and the sale-leaseback arrangements with Crestmark include a purchase right for the greater of fair market value or 31% of the purchase price. State of Connecticut Loan In October 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut (the “Assistance Agreement”) and received a disbursement of $10.0 million, which was used for the first phase of the expansion of the Company’s Torrington, Connecticut manufacturing facility. In conjunction with this financing, the Company entered into a $10.0 million promissory note and related security agreements securing the loan with equipment liens and a mortgage on its Danbury, Connecticut location. Interest accrues at a fixed interest rate of 2.0%, and the loan is repayable over 15 years from the date of the first advance, which occurred in October of 2015. Principal payments were deferred for four years from disbursement and began on December 1, 2019. Under the Assistance Agreement, the Company was eligible for up to $5.0 million in loan forgiveness if the Company created 165 full-time positions and retained 538 full-time positions for two consecutive years (the “Employment Obligation”) as measured on October 28, 2017 (the “Target Date”). The Assistance Agreement was subsequently amended in April 2017 to extend the Target Date by two years to October 28, 2019. In January 2019, the Company and the State of Connecticut entered into a Second Amendment to the Assistance Agreement (the “Second Amendment”). The Second Amendment extended the Target Date to October 31, 2022 and amended the Employment Obligation to require the Company to continuously maintain a minimum of 538 full-time positions for 24 consecutive months. If the Company meets the Employment Obligation, as modified by the Second Amendment, and creates an additional 91 full-time positions, the Company may receive a credit in the amount of $2.0 million to be applied against the outstanding balance of the loan. However, based on the Company’s current headcount and plans for fiscal year 2022 and beyond, it will not meet this requirement or receive this credit. A job audit will be performed within 90 days of the Target Date. If the Company does not meet the Employment Obligation, then an accelerated payment penalty will be assessed at a rate of $18,587.36 multiplied by the number of employees below the number of employees required by the Employment Obligation. Such penalty is immediately payable and will be applied first to accelerate the payment of any outstanding fees or interest due and then to accelerate the payment of outstanding principal. In April of 2020, as a result of the COVID-19 pandemic, the State of Connecticut agreed to defer three months of principal and interest payments under the Assistance Agreement, beginning with the May 2020 payment. These deferred payments will be added at the end of the loan, thus extending out the maturity date by three months. Liberty Bank Promissory Note On April 20, 2020, the Company entered into a Paycheck Protection Program Promissory Note, dated April 16, 2020 (the “PPP Note”) The PPP Note was scheduled to mature on April 16, 2022, had a 1.00% per annum interest rate, and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020. Monthly principal and interest payments, less the amount of any potential forgiveness, commenced on November 16, 2020. The Company did not provide any collateral or guarantees for the PPP Note, nor did the Company pay any facility charge to obtain the PPP Note. The PPP Note could be prepaid at any time with no prepayment penalties. As required by the Orion Agent and its affiliated lenders (collectively, “Orion”) under the Company’s (now former) senior secured credit facility, the Company applied for forgiveness of the PPP Loan in October 2020. However, with the repayment in full of all amounts owed to Orion in December 2020, the Company was no longer required to pursue forgiveness of the PPP Loan. Additionally, since the time of the application for forgiveness, the Company’s financial circumstances changed substantially, such that the Company was no longer in need of forgiveness of the PPP Loan. Accordingly, on February 11, 2021, the Company withdrew its application for forgiveness and repaid all amounts outstanding under the PPP Note, which totaled approximately $6.6 million, and included approximately $0.1 million in interest. Deferred Finance Costs As of October 31, 2021, deferred finance costs relate primarily to sale-leaseback transactions entered into with PNC and Crestmark, which are being amortized over the 10-year 8-year |
Stockholders' Equity and Warran
Stockholders' Equity and Warrant Liabilities | 12 Months Ended |
Oct. 31, 2021 | |
Stockholders' Equity and Warrant Liabilities | |
Stockholders' Equity and Warrant Liabilities | Note 15. Stockholders’ Equity and Warrant Liabilities Increase in Authorized Shares The Company obtained stockholder approval on April 8, 2021 at the Annual Meeting of Stockholders to increase the number of shares of common stock the Company is authorized to issue under the Company’s Certificate of Incorporation, as amended. The Company’s stockholders approved a 162.5 million increase in the number of authorized shares of common stock. Accordingly, on April 8, 2021, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Delaware Secretary of State increasing the total number of authorized shares of common stock from 337.5 million shares to 500.0 million shares. The Company obtained stockholder approval on May 8, 2020 at the reconvened 2020 Annual Meeting of Stockholders to increase the number of shares of common stock we are authorized to issue under our Certificate of Incorporation, as amended. Our stockholders approved a 112.5 million increase in the number of authorized shares of common stock. Accordingly, on May 11, 2020, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Delaware Secretary of State increasing the total number of authorized shares of common stock from 225.0 million shares to 337.5 million shares. At Market-Issuance Sales Agreements Open Market Sale Agreement On June 11, 2021, the Company entered into an Open Market Sale Agreement with Jefferies LLC and Barclays Capital Inc. (the “Agents”) with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $500 million. Pursuant to the Open Market Sale Agreement, the Company paid the Agent making each sale a commission equal to 2.0% of the aggregate gross proceeds it received from such sale by such Agent of shares under the Open Market Sale Agreement. From the date of the Open Market Sale Agreement through October 31, 2021, approximately 44.1 million shares were sold under the Open Market Sale Agreement at an average sales price of $8.56 per share, resulting in gross proceeds of $377.2 million, before deducting expenses and sales commissions. Net proceeds to the Company totaled approximately $369.7 million after deducting commissions and offering expenses totaling approximately $7.5 million. As of October 31, 2021, the remaining availability under the Open Market Sale Agreement totaled $122.8 million. 2020 Open Market Sale Agreement On June 16, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), with respect to an at the market offering program under which the Company could offer and sell up to $75 million of shares of its common stock from time to time. Pursuant to this Open Market Sale Agreement, the Company paid Jefferies a commission equal to 3.0% of the aggregate gross proceeds it received from each sale of shares under this Open Market Sale Agreement. From the date of this Open Market Sale Agreement through October 31, 2020, 28.3 million shares were sold under this Open Market Sale Agreement at an average sales price of $2.55 per share, resulting in gross proceeds of $72.3 million, before deducting expenses and sales commissions. Commissions of $2.2 million were paid to Jefferies in connection with these sales, resulting in net proceeds to the Company of approximately $70.1 million. No sales of common stock have been made under this Open Market Sale Agreement since October 31, 2020, and, as the parties mutually agreed to terminate this Open Market Sale Agreement as of June 11, 2021, no additional sales of common stock will be made under this Open Market Sale Agreement in the future. 2019 At Market Issuance Sales Agreement On October 4, 2019, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR, Inc. (“B. Riley FBR”) to create an at-the-market equity program under which the Company could offer and sell up to 38.0 million shares of its common stock through B. Riley FBR. However, to ensure that the Company had sufficient shares available for reservation and issuance upon exercise of all of the warrants to be issued to the lenders under the Orion Facility (as discussed in further detail below), the Company, effective as of October 31, 2019, reduced the number of shares reserved for future issuance and sale under the Sales Agreement from 27.9 million shares to 7.9 million shares (thus allowing for total aggregate issuances of up to 18.0 million shares under the Sales Agreement) and reserved 20.0 million shares for issuance upon exercise of the warrants by the lenders under the Orion Facility. Under the Sales Agreement, B. Riley FBR was entitled to a commission in an amount equal to 3.0% of the gross proceeds from each sale of shares under the Sales Agreement. During the year ended October 31, 2020, the Company issued and sold a total of 7.9 million shares of its common stock under the Sales Agreement at prevailing market prices, with an average sale price of $0.46 per share, and raised aggregate gross proceeds of approximately $3.6 million, before deducting expenses and commissions. Commissions of $0.1 million were paid to B. Riley FBR in connection with these sales, resulting in net proceeds to the Company of approximately $3.5 million. During the year ended October 31, 2019, the Company sold a total of 10.1 million shares of its common stock at prevailing market prices under the Sales Agreement and received aggregate gross proceeds of $3.0 million and paid $0.1 million of fees and commissions, for net proceeds to the Company of $2.9 million. The Company terminated the Sales Agreement in June 2020. As a result of the termination of the Sales Agreement, there have been and will be no further sales of the Company’s common stock thereunder. Public Offerings and Outstanding Warrants December Common Stock Offering In December of 2020, the Company and Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., and Orion Energy Credit Opportunities FuelCell Co-Invest, L.P. (the lenders under the Orion Credit Agreement) (the “Selling Stockholders”) completed a public offering of the Company’s common stock. In connection with this public offering, the Company and the Selling Stockholders entered into an underwriting agreement pursuant to which (i) the Company agreed to issue and sell to the underwriters 19,822,219 shares of the Company’s common stock, plus up to 5,177,781 shares of common stock pursuant to an option to purchase additional shares, and (ii) the Selling Stockholders agreed to sell to the underwriters 14,696,320 shares of common stock, in each case at a price to the public of $6.50 per share. The underwriters exercised their option to purchase additional shares, resulting in the issuance and sale by the Company at the closing of the offering of a total of 25,000,000 shares of common stock. The offering closed on December 4, 2020. Gross proceeds from the sale of common stock by the Company in the offering were $162.5 million. The Company did not receive any proceeds from the sale of common stock in the offering by the Selling Stockholders. The Company and the Selling Stockholders paid underwriting discounts and commissions of $0.2275 per share, and net proceeds to the Company were approximately $156.4 million after deducting such underwriting discounts and commissions and other offering expenses. September 2020 Public Offering In September 2020, the Company entered into an underwriting agreement with respect to an offering of its common stock. The offering closed in October 2020, with the Company’s sale of approximately 50.0 million shares of its common stock for gross and net proceeds of $105.1 million and $98.3 million, respectively. The offering resulted in a Section 382 ownership change. Refer to Note 19. “Income Taxes” for more information regarding the impact of the Section 382 ownership change on net operating losses and carryforwards. May 2017 Public Offering and Related Warrants On May 3, 2017, the Company completed an underwritten public offering that included the offering and sale of Series C warrants to purchase 1,000,000 shares of its common stock. The Series C warrants have an exercise price of $19.20 per share and a term of five years. During the year ended October 31, 2021, Series C warrants were exercised to purchase a total of 14,026 shares of the Company’s common stock, resulting in cash proceeds to the Company of $0.3 million during fiscal year 2021. No Series C warrants were exercised during the fiscal years ended October 31, 2020 or 2019. The Series C warrants contain provisions regarding adjustments to their exercise price and the number of shares of common stock issuable upon exercise. July 2016 Public Offering and Related Warrants On July 12, 2016, the Company closed on a registered public offering. In conjunction with the offering, the Company issued 640,000 Series A Warrants with an exercise price of $69.96 per share. On February 21, 2019, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of the Series A Warrants. Pursuant to the Exchange Agreement, the Company issued to the holder of the Series A Warrants 500,000 shares of the Company’s common stock in exchange for the transfer of the Series A Warrants back to the Company. Following the transfer of the Series A Warrants back to the Company, the Series A Warrants were cancelled and no further shares were issuable pursuant to the Series A Warrants. During fiscal year 2019, the Company recorded a charge to common stockholders for the difference between the fair value of the Series A Warrants prior to the modification of $0.3 million and the fair value of the common shares issuable at the date of the Exchange Agreement of $3.5 million. Orion Warrants In connection with the closing of the Orion Credit Agreement and the Initial Funding, on October 31, 2019, the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share (the “Initial Funding Warrants”). In addition, under the Orion Credit Agreement, on the date of the Second Funding (November 22, 2019), the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 14,000,000 shares of the Company’s common stock, with an exercise price with respect to 8,000,000 of such shares of $0.242 per share and with an exercise price with respect to 6,000,000 of such shares of $0.620 per share (the “Second Funding Warrants”, and together with the Initial Funding Warrants, the “Orion Warrants”). The Company accounted for the Initial Funding Warrants as a liability since there was a change of control provision in the Initial Funding Warrants regarding the composition of the board of directors and, as such, the Company could have been required to repurchase the Initial Funding Warrants upon such change in control and therefore equity classification was precluded. The Company accounted for the Second Funding Warrants under ASC 815, Derivatives and Hedging As of October 31, 2019, the estimated fair value of the Orion Warrants was based on a Black-Scholes model using Level 2 inputs, including volatility of 96%, a risk free rate of 1.63%, the Company’s common stock price as of October 31, 2019 of $0.24 per share and the term of 8 years which resulted in a total value of $3.9 million. During the three months ended January 31, 2020, the lenders exercised, on a cashless basis, Orion Warrants representing the right to purchase 12,000,000 shares of the Company’s common stock. Because these Orion Warrants were exercised on a cashless basis, the Company issued in the aggregate 9,396,320 shares of the Company’s common stock. The Orion Warrants that were converted were remeasured to fair value immediately preceding the conversion based upon volatility of 103.7%, a risk free rate of 1.81% and the Company’s common stock price of $2.29 on January 8, 2020, which resulted in a $23.7 million charge for the three months ended January 31, 2020. The revised estimated fair value of the converted Orion Warrants as of the date of conversion of $26.0 million was reclassified to Additional paid in capital. The remaining Orion Warrants as of January 31, 2020 were remeasured to estimated fair value based upon a volatility of 104.9%, a risk free rate of 1.45% and the Company’s common stock price at January 31, 2020 of $1.59 per share, which resulted in a charge for the three months ended January 31, 2020 of $10.5 million. The Company remeasured the remaining Orion Warrants at October 31, 2020 based upon a volatility of 114.15%, a risk free rate of 0.64% and the Company’s common stock price of $2.00 per share, which resulted in a charge of $0.2 million. The estimated fair value of the remaining Orion Warrants outstanding was $5.2 million as of October 31, 2020 and is classified as Long-term debt and other liabilities on the Company’s Consolidated Balance Sheets. On December 7, 2020, all remaining Orion Warrants were exercised to purchase a total of 2,700,000 shares of the Company’s common stock for an aggregate exercise price of approximately $0.6 million (or $0.242 per share). The Orion Warrants that were converted on December 7, 2020 were remeasured to fair value immediately preceding the conversion based upon volatility of 117.02%, a risk free rate of 0.70% and the Company’s common stock price of $7.95 on December 4, 2020, which resulted in a $16.0 million charge for the three months ended January 31, 2021. The estimated fair value of the converted Orion Warrants as of the December 7, 2020 date of conversion of $21.2 million was reclassified to Additional paid-in capital. Outstanding Warrants The following table outlines the warrant activity during the fiscal years ended October 31, 2021 and October 31, 2020: Series C Orion Warrants Warrants Balance as of October 31, 2019 964,128 6,000,000 Warrants issued — 14,000,000 Warrants exchanged — (17,300,000) Balance as of October 31, 2020 964,128 2,700,000 Warrants issued — — Warrants exercised (14,026) (2,700,000) Balance as of October 31, 2021 950,102 — |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Oct. 31, 2021 | |
Redeemable Preferred Stock | |
Redeemable Preferred Stock | Note 16. Redeemable Preferred Stock The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, in one or more series, of which 105,875 shares were designated as 5% Series B Cumulative Convertible Perpetual Preferred Stock (referred to herein as Series B Preferred Stock) in March 2005. Pursuant to our Certificate of Incorporation, as amended, our undesignated shares of preferred stock now include all of our shares of preferred stock that were previously designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”) and Series D Convertible Preferred Stock (“Series D Preferred Stock”), as all such shares have been retired and therefore have the status of authorized and unissued shares of preferred stock undesignated as to series. In addition to the above, a subsidiary of the Company had authorized and issued preferred stock as of October 31, 2021, as described below. Series D Preferred Stock In August 2018, the Company issued 30,680 shares of Series D Preferred Stock, which were initially convertible into 1,852,657 shares of the Company’s common stock at an initial conversion price of $16.56 per share (“Series D Conversion Price”), subject to certain adjustments. The net proceeds to the Company from the sale of the Series D Preferred Stock, after deducting the underwriting discounts and commissions and the offering expenses payable by the Company, were $25.3 million. During the fiscal year ended October 31, 2019, holders of the Series D Preferred Stock converted all 30,680 shares of Series D Preferred Stock (the “Series D Preferred Shares”) into 62,040,496 shares of common stock, resulting in a reduction of $31.2 million to the carrying value being recorded to equity. Conversions in which the conversion price was below the fixed conversion price (the initial conversion price of the Series D Preferred Stock) resulted in a variable number of shares being issued to settle the conversion amounts and were treated as a partial redemption of the Series D Preferred Shares. Conversions during the year ended October 31, 2019 that were settled in a variable number of shares and treated as redemptions resulted in deemed dividends of $6.0 million. The deemed dividends represent the difference between the fair value of the shares of common stock issued to settle the conversion amounts and the carrying value of the Series D Preferred Shares. The Series D Preferred Stock redemption accretion of $3.8 million for the fiscal year ended October 31, 2019 reflects the accretion of the difference between the carrying value and the amount that would have been redeemed if stockholder approval had not been obtained for the issuance of common stock equal to 20.0% or more of the Company’s outstanding voting stock prior to the issuance of the Series D Preferred Stock. Prior to receiving stockholder approval of the issuance of 20.0% or more of the Company’s outstanding voting stock prior to the issuance of the Series D Preferred Stock, the holders were prohibited from converting Series D Preferred Shares into shares of common stock if such conversion would have caused the Company to issue pursuant to the terms of the Series D Preferred Stock a number of shares in excess of the maximum number of shares permitted to be issued thereunder without breaching the Company’s obligations under the rules or regulations of the Nasdaq Global Market. The Company received stockholder approval of such issuance at the annual meeting of the Company’s stockholders on April 4, 2019. During the week of June 10, 2019, the holders of the Series D Preferred Stock asserted that certain triggering events had occurred under the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock of the Company (the “Series D Certificate of Designation”) and indicated their intent to exercise their rights to convert certain of their shares at a reduced conversion price. While the Company did not agree with the basis for their assertions or their characterization of such events, there were provisions under the Series D Certificate of Designation which could be interpreted as giving the holders the right to demand such conversion at a reduced conversion price. Accordingly, during the period beginning on June 11, 2019 and ending on July 3, 2019, the Company effected conversions at reduced conversion prices ranging from $0.14 to $0.61. Series C Preferred Stock During the fiscal year ended October 31, 2017, the Company issued 33,500 shares of Series C Preferred Stock (the “Series C Preferred Shares”) for net proceeds of $27.9 million. As of October 31, 2018, there were 8,992 shares of Series C Preferred Stock issued and outstanding On February 21, 2019, the Company entered into a Waiver Agreement (the “Waiver Agreement”) with the holder of the Series C Preferred Stock (such holder, the “Series C Holder”). Under the Waiver Agreement, the Series C Holder waived any equity conditions failures that may have occurred under the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock of the Company (the “Series C Certificate of Designations”). The Series C Holder further waived any triggering event occurring after the date of the Waiver Agreement, as well as its right to demand, require or otherwise receive cash payments under the Series C Certificate of Designations, which waiver would have terminated upon the occurrence of certain key triggering events (failure to provide freely tradable shares, suspension from trading on the Nasdaq Global Market or another eligible market, or failure to convert or deliver shares under certain circumstances), the occurrence of a fundamental transaction, a breach of the Waiver Agreement, or the occurrence of a bankruptcy triggering event. In addition, the Company agreed in the Waiver Agreement, pursuant to Section 8(d) of the Series C Certificate of Designations, to adjust the conversion price of the Series C Preferred Stock in connection with future conversions, such that, when the Series C Holder converted its Series C Preferred Stock into common stock, it would receive approximately 25% more shares than it would have received upon conversion prior to the execution of the Waiver Agreement. Under the Waiver Agreement, the conversion price of the Series C Preferred Stock was stated to be the lowest of (i) $4.45, (ii) 85% of the lowest closing bid price of the Company’s common stock during the period beginning on and including the fifth trading day prior to the date on which the applicable conversion notice was delivered to the Company and ending on and including the date on which the applicable conversion notice was delivered to the Company, and (iii) 85% of the quotient of (A) the sum of the five lowest volume weighted average prices of the Company’s common stock during the 20 consecutive trading day period ending on and including the trading day immediately preceding the applicable conversion date divided by (B) five. To determine the number of shares of common stock to be issued upon conversion, 125% of the value of the Series C Preferred Shares being converted was divided by the applicable conversion price. The parties further agreed to waive the installment payment/conversion provisions in Section 9 of the Series C Certificate of Designations, which required installment conversions or payments to be made on the 1 st th The Waiver Agreement was treated for accounting purposes to be an extinguishment of the Series C Preferred Stock instrument as of February 21, 2019. The Series C Preferred Stock remained classified in mezzanine equity, however, the carrying value was adjusted to reflect the estimated fair value of the post-modification Series C Preferred Shares which incorporated the new terms outlined in the Waiver Agreement. The valuation utilized a Binomial Lattice Model (“Lattice Model”) which is a commonly used methodology to value path-dependent options or stock units in order to capture their potential early conversion. The Lattice Model produces an estimated fair value based on changes in the underlying stock price over successive periods of time. The assumptions used in the model such as stock price, conversion price and conversion ratio were consistent with date of execution and terms in the Waiver Agreement. Other assumptions included the volatility of the Company’s stock which was assumed to be 75% and a discount rate of 20% which was estimated based on various indices consistent with the Company’s profile, venture capital rates of return and the Company’s borrowing rate. The Lattice Model resulted in an estimated fair value as of February 21, 2019 of $13.5 million whereby the Series C Preferred Stock carrying value was adjusted to this amount. As discussed below, a beneficial conversion feature was recorded during the three months ended January 31, 2019 due to reductions in the conversion price. Upon extinguishment during the three months ended April 30, 2019, the Company first allocated $6.6 million to the reacquisition of the embedded conversion option equal to the intrinsic value that was previously recognized during the three months ended January 31, 2019 for the embedded conversion option. Because the remaining estimated fair value of the instrument on February 21, 2019 was less than the carrying amount of the Series C Preferred Stock, the amount of the shortfall resulted in a decrease in loss available to common stockholders for purposes of computing loss per share of $0.6 million. In order to resolve different interpretations of the provisions of the Series C Certificate of Designations that governed adjustments to the conversion price in connection with sales of common stock under the Company’s at-the-market stock sales plan below the initial conversion price of $22.08 and whether such sales constituted sales of variable priced securities under the Series C Certificate of Designations, the Company’s Board of Directors agreed to reduce the conversion price of the Series C Preferred Shares from $22.08 to $18.00 effective August 27, 2018 in exchange for a waiver of certain anti-dilution and price adjustment rights under the Series C Certificate of Designations for future at-the-market sales of common stock. The conversion price of the Series C Preferred Shares was adjusted again on December 3, 2018 to $6.96, on December 17, 2018 to $6.00 and on January 2, 2019 to $5.16. During the period from February 1, 2019 to May 23, 2019, the conversion price was further adjusted to prices ranging from $4.45 to $1.27, the conversion price as of the last conversion, which occurred on May 23, 2019. Conversions occurring during the fiscal year ended October 31, 2019 resulted in a variable number of shares being issued to settle the conversion amounts and were treated as a partial redemption of the Series C Preferred Shares. Conversions during the year ended October 31, 2019 that were settled in a variable number of shares and treated as partial redemptions resulted in deemed contributions of $1.5 million. The deemed contributions represent the difference between the fair value of the common shares issued to settle the conversion amounts and the carrying value of the Series C Preferred Shares. Additionally, as discussed in more detail above, the net loss attributable to common stockholders for the fiscal year ended October 31, 2019 was impacted by a $0.5 million decrease in the loss resulting from accounting for the Waiver Agreement in February 2019, which was recorded during the three months ended April 30, 2019. The net loss attributable to common stockholders for the year ended October 31, 2019 also includes the $8.6 million redemption value adjustment recorded during the three months ended January 31, 2019. The Series C Preferred Shares were classified outside of permanent equity. The decline in the Company’s stock price during the three months ended January 31, 2019 and between January 31, 2019 and the execution of the Waiver Agreement in February 2019 resulted in equity conditions failures under the Series C Certificate of Designations, which were waived by the Series C Holder in the Waiver Agreement, as described above. Prior to the execution of such Waiver Agreement, the conversion price was adjusted in December 2018 and January 2019 as described above. This contingent beneficial conversion feature resulted in a $6.6 million reduction in the Series C Preferred Shares carrying value. Because the equity conditions failures were continuing as of January 31, 2019 (prior to the execution of the Waiver Agreement), the Series C Preferred Shares were adjusted to 108% of stated redemption value as of January 31, 2019 with a corresponding charge to common stockholders of $8.6 million. During the fiscal year ended October 31, 2019, holders of the Series C Preferred Stock converted 8,992 Series C Preferred Shares into 3,914,218 shares of common stock, resulting in a reduction in carrying value of $15.5 million. Upon the conversion of the last outstanding Series C Preferred Shares on May 23, 2019, there were no further Series C Preferred Shares outstanding. During the fiscal year ended October 31, 2018, holders of the Series C Preferred Stock converted 24,308 Series C Preferred Shares into common shares through installment conversions resulting in a reduction of $20.2 million to the carrying value being recorded to equity. Installment conversions occurring prior to August 27, 2018 in which the conversion price was below the initial conversion price of $22.08 per share resulted in a variable number of shares being issued to settle the installment amount and were treated as a partial redemption of the Series C Preferred Shares. As discussed above, the Company’s Board of Directors agreed to reduce the conversion price of the Series C Preferred Shares from $22.08 to $18.00 effective August 27, 2018 in exchange for a waiver of certain anti-dilution and price adjustment rights under the Series C Certificate of Designations for future at-the-market sales. Installment conversions occurring between August 27, 2018 and October 31, 2018 in which the installment conversion price was below the adjusted conversion price of $18.00 per share resulted in a variable number of shares being issued to settle the installment amount and were treated as a partial redemption of the Series C Preferred Shares. Installment conversions during the year ended October 31, 2018 that were settled in a variable number of shares and treated as partial redemptions resulted in deemed dividends of $9.6 million. Redeemable Series B Preferred Stock The Company has designated 105,875 shares of its authorized preferred stock as Series B Preferred Stock (liquidation preference $1,000.00 per share). As of October 31, 2021 and 2020, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. The shares of Series B Preferred Stock and the shares of common stock issuable upon conversion of the shares of Series B Preferred Stock are covered by a registration rights agreement. The following is a summary of certain provisions of the Series B Preferred Stock. Ranking. ● senior to shares of the Company’s common stock; ● junior to the Company’s debt obligations; and ● effectively junior to the Company’s subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. Dividends. The dividend rate is subject to upward adjustment as set forth in the Amended Certificate of Designation for the Series B Preferred Stock (the “Series B Certificate of Designation”) if the Company fails to pay, or to set apart funds to pay, any quarterly dividend on the Series B Preferred Stock. The dividend rate is also subject to upward adjustment as set forth in the Registration Rights Agreement entered into with the initial purchasers of the Series B Preferred Stock (the “Registration Rights Agreement”) if the Company fails to satisfy its registration obligations with respect to the Series B Preferred Stock (or the underlying shares of common stock) under the Registration Rights Agreement. No dividends or other distributions may be paid or set apart for payment on the Company’s common stock (other than a dividend payable solely in shares of a like or junior ranking), nor may any stock junior to or on parity with the Series B Preferred Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for such stock) by the Company or on its behalf (except by conversion into or exchange for shares of a like or junior ranking), unless all accumulated and unpaid dividends on the Series B Preferred Stock have been paid or funds or shares of common stock have been set aside for payment of such accumulated and unpaid dividends. The dividend on the Series B Preferred Stock may be paid in cash or, at the option of the holder, in shares of the Company’s common stock. Dividends of $3.2 million and $4.8 million were paid in cash during the fiscal years ended October 31, 2021 and 2020, respectively, and dividends of $1.6 million were paid in cash during the fiscal year ended October 31, 2019. Cumulative declared and unpaid dividends as of October 31, 2021 and 2020 were $0.8 million. No dividends were declared or paid by the Company on the Series B Preferred Stock in connection with the May 15, 2019 and August 15, 2019 dividend payment dates. Based on the dividend rate in effect on May 15, 2019 and August 15, 2019, the aggregate amount of such dividend payments would have been $1.6 million. Because such dividends were not paid on May 15 or August 15, under the terms of the Series B Certificate of Designation, the holders of shares of Series B Preferred Stock were entitled to receive, when, as and if, declared by the Board of Directors, dividends at a dividend rate per annum equal to the normal dividend rate of 5% plus an amount equal to the number of dividend periods for which the Company failed to pay or set apart funds to pay dividends multiplied by 0.0625%, for each subsequent dividend period until the Company has paid or provided for the payment of all dividends on the shares of Series B Preferred Stock for all prior dividend periods. On October 30, 2019, dividends were declared by the Board of Directors with respect to the May 15, 2019 and August 15, 2019 dividend payment dates as well as the November 15, 2019 dividend payment date. A payment of $2.4 million made in the fiscal quarter ended January 31, 2020 represented the dividends payable with respect to the May 15, 2019 and August 15, 2019 dividend dates and the dividends payable with respect to the November 15, 2019 dividend date that were declared on October 30, 2019. Liquidation. Conversion Rights The Company may, at its option, cause shares of Series B Preferred Stock to be automatically converted into that number of shares of its common stock that are issuable at the then-prevailing conversion rate. The Company may exercise its conversion right only if the closing price of its common stock exceeds 150% of the then-prevailing conversion price ($1,692.00 per share as of October 31, 2021) for 20 trading days during any consecutive 30 trading day period, as described in the Series B Certificate of Designation. If the holders of Series B Preferred Stock elect to convert their shares in connection with certain “fundamental changes” (as defined in the Series B Certificate of Designation and described below), the Company will in certain circumstances increase the conversion rate by a number of additional shares of common stock upon conversion or, in lieu thereof, the Company may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that shares of Series B Preferred Stock are converted into shares of the acquiring or surviving company, in each case as described in the Series B 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 the Company’s common stock. Redemption. ● any “person” or “group” is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of all classes of the Company’s capital stock then outstanding and normally entitled to vote in the election of directors; ● during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election to the Company’s board of directors or whose nomination for election by the stockholders was approved by a vote of 66 2/3% of the Company’s directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Company then in office; ● the termination of trading of the Company’s common stock on The Nasdaq Stock Market and the common stock is not approved for trading or quoted on any other U.S. securities exchange or established over-the-counter trading market in the U.S.; or ● the Company (i) consolidates with or merges with or into another person or another person merges with or into the Company or (ii) sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of the assets of the Company and certain of its subsidiaries, taken as a whole, to another person and, in the case of any such merger or consolidation described in clause (i), the securities that are outstanding immediately prior to such transaction (and which represent 100% of the aggregate voting power of the Company’s voting stock) are changed into or exchanged for cash, securities or property, unless pursuant to the transaction such securities are changed into or exchanged for securities of the surviving person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the voting stock of the surviving person. Notwithstanding the foregoing, holders of shares of the Series B Preferred Stock will not have the right to require the Company to redeem their shares if: ● the last reported sale price of shares of the Company’s common stock for any five trading days within the 10 consecutive trading days ending immediately before the later of the fundamental change or its announcement equaled or exceeded 105% of the conversion price of the Series B Preferred Stock immediately before the fundamental change or announcement; ● at least 90% of the consideration (excluding cash payments for fractional shares and in respect of dissenters’ appraisal rights) in the transaction or transactions constituting the fundamental change consists of shares of capital stock traded on a U.S. national securities exchange or quoted on The Nasdaq Stock Market, or which will be so traded or quoted when issued or exchanged in connection with a fundamental change, and as a result of the transaction or transactions, shares of Series B Preferred Stock become convertible into such publicly traded securities; or ● in the case of a merger or consolidation constituting a fundamental change (as described in the fourth bullet above), the transaction is affected solely to change the Company’s jurisdiction of incorporation. Moreover, the Company will not be required to redeem any Series B Preferred Stock upon the occurrence of a fundamental change if a third party makes an offer to purchase the Series B Preferred Stock in the manner, at the price, at the times and otherwise in compliance with the requirements set forth above and such third party purchases all shares of Series B Preferred Stock validly tendered and not withdrawn. The Company may, at its option, elect to pay the redemption price in cash, in shares of the Company’s common stock valued at a discount of 5% from the market price of shares of the Company’s common stock, or in any combination thereof. Notwithstanding the foregoing, the Company may only pay such redemption price in shares of the Company’s common stock that are registered under the Securities Act and eligible for immediate sale in the public market by non-affiliates of the Company. Voting Rights. accrued but unpaid dividends, if any, on the redemption date for the shares of Series B Preferred Stock following a fundamental change. The term of office of any Series B Directors will terminate immediately upon the termination of the right of holders of Series B Preferred Stock to elect such Series B Directors, as described in this paragraph. Each holder of Series B Preferred Stock will have one vote for each share of Series B Preferred Stock held in the election of Series B Directors. The Company previously failed to make timely payment of the accrued dividends on the Series B Preferred Stock with respect to the May 15, 2019 and August 15, 2019 dividend payment dates. Such amounts were fully paid on or about November 15, 2019. So long as any shares of Series B Preferred Stock remain outstanding, the Company will not, without the consent of the holders of at least two-thirds of the shares of Series B Preferred Stock outstanding at the time (voting separately as a class with all other series of preferred stock, if any, on parity with the Series B Preferred Stock upon which like voting rights have been conferred and are exercisable) issue or increase the authorized amount of any class or series of shares ranking senior to the outstanding shares of the Series B Preferred Stock as to dividends or upon liquidation. In addition, the Company will not, subject to certain conditions, amend, alter or repeal provisions of the Company’s certificate of incorporation, including the Series B Certificate of Designation, whether by merger, consolidation or otherwise, so as to adversely amend, alter or affect any power, preference or special right of the outstanding shares of Series B Preferred Stock or the holders thereof without the affirmative vote of not less than two-thirds of the issued and outstanding shares of Series B Preferred Stock. Class A Preferred Shares (the “Series 1 Preferred Shares”) of FCE FuelCell Energy Ltd. As of October 31, 2020, FCE FuelCell Energy Ltd. (“FCE Ltd.”), one of the Company’s indirect subsidiaries, had 1,000,000 Series 1 Preferred Shares issued and outstanding On January 20, 2020, the Company, FCE Ltd. and Enbridge entered into a letter agreement (the “January 2020 Letter Agreement”), pursuant to which they agreed to amend the articles of FCE Ltd. relating to and setting forth the terms of the Series 1 Preferred Shares to: (i) remove the provisions of the articles permitting or requiring the issuance of shares of the Company’s common stock in exchange for the Series 1 Preferred Shares or as payment of amounts due to the holders of the Series 1 Preferred Shares, (ii) remove certain provisions of the articles relating to the redemption of the Series 1 Preferred Shares, (iii) increase the annual dividend rate, commencing on January 1, 2020, to 15%, (iv) extend the final payment date for all accrued and unpaid dividends and all return of capital payments (i.e., payments of the principal redemption price) from December 31, 2020 to December 31, 2021, (v) clarify when dividend and return of capital payments were to be made in the future and extend the quarterly dividend and return of capital payments through December 31, 2021 (which were previously to be paid each quarter through December 31, 2020), (vi) remove certain terms and provisions of the articles that are no longer applicable, and (vii) make other conforming changes to the articles. The articles of FCE Ltd. were amended and filed in accordance with the provisions of the January 2020 Letter Agreement on March 26, 2020. Under the amended articles, FCE Ltd. continued to be required to make (a) annual dividend payments of Cdn. $500,000 and (b) annual return of capital payments of Cdn. $750,000. The amendment to the Series 1 Preferred Shares resulted in an extinguishment of the prior Series 1 Preferred Shares for accounting purposes. A revised fair value was estimated using a discounted cash flow model resulting in a revised carrying value being recorded for the amended Series 1 Preferred Shares of Cdn. $23.4 million (U.S. $17.7 million) as of January 20, 2020, which resulted in a loss of Cdn. $0.2 million (U.S. $0.2 million) recorded in Other income, net on the Consolidated Statements of Operations and Comprehensive Loss during the year ended October 31, 2020. On an undiscounted basis, the Company’s actual aggregate amount of all accrued and unpaid dividends to be paid on the Series 1 Preferred Shares as of October 31, 2020 totaled approximately Cdn. $23.2 million (U.S. $17.4 million) and the balance of the principal redemption price as of October 31, 2020 with respect to all of the Series 1 Preferred Shares totaled approximately Cdn. $4.3 million (U.S. $3.2 million). Prior to the amendment, the Company bifurcated embedded derivatives related to the conversion feature and a variable dividend feature. As a result of the January 2020 Letter Agreement, both features were removed from the Series 1 Preferred Shares which resulted in the Company recognizing a gain of $0.6 million related to the extinguishment of the embedded derivatives. The following summary of the terms of the Series 1 Preferred Shares describes such terms as they existed on October 31, 2019 (prior to any modification covered by the January 2020 Letter Agreement and the resulting amendment of the articles of FCE Ltd.). The terms of the Series 1 Preferred Shares required (i) annual dividend payments of Cdn. $500,000 and (ii) annual return of capital payments of Cdn. $750,000. Dividends accrued at a 1.25% quarterly rate on the unpaid principal balance, and additional dividends accrued on the cumulative unpaid dividends (inclusive of the Cdn. $12.5 million unpaid dividend balance as of the modification date) at a rate of 1.25% compounded quarterly. FCE Ltd. had the option, subject to the Company having sufficient authorized and unissued shares, of making dividend payments in the form of cash or shares of the Company’s common stock under the terms of the Series 1 Preferred Shares. Because the Series 1 Preferred Shares represented a mandatorily redeemable financial instrument, they were presented as a liability on the Consolidated Balance Sheets. The Company made payments of Cdn. $1.9 million (or USD $1.6 million) and Cdn. $0.3 million (or USD $0.2 million) during fiscal years 2020 and 2019, respectively. The Company’s return of capital and dividend payments were not made for the calendar quarters ended on March 31, 2019, June 30, 2019 and September 30, 2019. During fiscal year 2020, the Company made the return of capital and dividend payments for the obligations due as of March 31, 2019, June 30, 2019 and September 30, 2019. The Company recorded interest expense, which reflects the amortization of the fair value discount of approximately Cdn. $4.0 million (or USD $2.9 million) and Cdn. $3.0 million (or USD $2.3 million) in the fiscal years ended October 31, 2020 and 2019, respectively. As of October 31, 2020, the carrying value of the Series 1 Preferred Shares was Cdn. $25.6 million ($19.2 million) and was classified as preferred stock obligation of subsidiary on the Consolidated Balance Sheets. In December 2020, the Company, FCE Ltd., and Enbridge entered into a payoff letter, pursuant to which the Company paid all amounts owed to Enbridge under the terms of the Series 1 Preferred Shares. As of the date of the payoff letter, the amount owed to Enbridge under the Series 1 Preferred Shares totaled Cdn. $27.4 million, which included Cdn. $4.3 million of principal and Cdn. $23.1 million of accrued dividends. On December 18, 2020, the Company remitted payment totaling Cdn. $27.4 million, or approximately U.S. $21.5 million, to Enbridge. Upon making the payment, the Company recorded a loss on extinguishment for the Series 1 Preferred Shares of $0.9 million. Concurrent with receipt of the payment from the Company, Enbridge surrendered its Series 1 Preferred Shares in FCE Ltd., and the Guarantee and the January 2020 Letter Agreement were terminated. All obligations related to the Series 1 Preferred Shares were extinguished upon payment. |
Segment Information
Segment Information | 12 Months Ended |
Oct. 31, 2021 | |
Segment Information | |
Segment Information | Note 17. 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. The chief operating decision maker 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 they operated as a standalone business segment, therefore, the Company has 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, 2021, 2020 and 2019 were as follows (in thousands): 2021 2020 2019 United States $ 58,393 $ 67,750 $ 56,211 South Korea 8,161 2,059 2,686 England 143 25 1,496 Germany 2,658 414 359 Switzerland 230 623 — Total $ 69,585 $ 70,871 $ 60,752 Service agreement revenue which is included within Service agreements and license revenues on the Consolidated Statement of Operations was $19.8 million, $20.4 million and $15.1 million for the years ended October 31, 2021, 2020 and 2019, respectively. Long-lived assets located outside of the United States as of October 31, 2021 and 2020 are not significant individually or in the aggregate. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Oct. 31, 2021 | |
Benefit Plans | |
Benefit Plans | Note 18. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan, which are described in more detail below. 2018 Omnibus Incentive Plan The Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “2018 Incentive Plan”) authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance units and incentive awards to key employees, directors, consultants and advisors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Company’s Board of Directors 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. At the May 8, 2020 reconvened 2020 Annual Meeting of Stockholders, the Company’s stockholders approved the amendment and restatement of the original 2018 Incentive Plan, which authorizes the Company to issue up to 4,000,000 additional shares of the Company’s common stock pursuant to awards granted under the 2018 Incentive Plan and provides for an increase in the annual limit on the grant-date fair value of awards to any non-employee director of the Company from $200,000 to $250,000. Following the approval of the amended and restated 2018 Incentive Plan by the Company’s stockholders in May of 2020, the 2018 Incentive Plan provided the Company with the authority to issue a total of 4,333,333 shares of the Company’s common stock, 1,000,000 shares of which have been reserved for settlement of RSUs granted pursuant to an employment agreement, effective as of August 26, 2019, between the Company and Jason Few, our President and Chief Executive Officer (the “Sign-On Award”). The Sign-On Award was contingent upon obtaining stockholder approval of a sufficient number of additional shares under the 2018 Incentive Plan. The Company previously recorded the grants as a liability and, after obtaining such stockholder approval, reclassified the liability to additional paid-in capital. On August 24, 2020, the Company’s Board of Directors approved a Long Term Incentive Plan (the “FY 2020 LTI Plan”) as a sub-plan consisting of awards made under the 2018 Incentive Plan. The participants in the FY 2020 LTI Plan are members of senior management and include the Company’s named executive officers for fiscal year 2020 (as identified in the definitive proxy statement filed by the Company on February 19, 2021). The FY 2020 LTI Plan consists of three award components: (1) relative total shareholder return (“TSR”) performance shares, (2) absolute TSR performance shares, and (3) time-vesting restricted stock units. The performance shares granted in fiscal year 2020 will be earned over the performance period ending on October 31, 2022, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance goal for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from May 8, 2020 through October 31, 2022. The performance goal for the absolute TSR performance shares is an increase in the Company’s stock price from May 8, 2020 through October 31, 2022. The time-vesting RSUs granted in fiscal year 2020 will vest at a rate of one-third On November 24, 2020, the Company’s Board of Directors approved a Long Term Incentive Plan (the “FY 2021 LTI Plan”) as a sub-plan consisting of awards made under the 2018 Incentive Plan. The participants in the FY 2021 LTI Plan are members of senior management and include the Company’s named executive officers for fiscal year 2020 (as identified in the definitive proxy statement filed by the Company on February 19, 2021). The FY 2021 LTI Plan consists of three award components: (1) relative TSR performance units, (2) absolute TSR performance units, and (3) time-vesting restricted stock units. The performance units granted during the three months ended January 31, 2021 will be earned over the performance period ending on October 31, 2023, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measure for the relative TSR performance units is the TSR of the Company relative to the TSR of the Russell 2000 from November 1, 2020 through October 31, 2023. The performance measure for the absolute TSR performance units is an increase in the Company’s stock price during the performance period of November 1, 2020 through October 31, 2023. The time-vesting RSUs granted during the three months ended January 31, 2021 will vest at a rate of one-third On April 8, 2021, the Company’s stockholders approved an amendment and restatement of the 2018 Incentive Plan to authorize the Company to issue up to 8,000,000 additional shares of the Company’s common stock pursuant to awards under the 2018 Incentive Plan. Following the approval of the amendment and restatement, the Company has the authority to issue a total of 12,333,333 shares of the Company’s common stock under the 2018 Incentive Plan. Of the 12,333,333 shares of the Company’s common stock authorized to be issued under the 2018 Incentive Plan, 8,400,709 remained available for grant as of October 31, 2021. Other Equity Incentive Plans The Company’s 2006 and 2010 Equity Incentive Plans remain in effect only to the extent of awards outstanding under the plans as of October 31, 2021. Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): 2021 2020 2019 Cost of revenues $ 493 $ 344 $ 593 General and administrative expense 3,593 1,424 1,865 Research and development expense 111 54 272 $ 4,197 $ 1,822 $ 2,730 Stock Options We account for stock options awarded to non-employee directors under the fair value method. There were no options granted in fiscal years 2021, 2020 or 2019. The following table summarizes our stock option activity for the year ended October 31, 2021: Weighted- Average Options Option Shares Price Outstanding as of October 31, 2020 23,891 $ 91.23 Cancelled and forfeited (1,503) $ 285.12 Outstanding as of October 31, 2021 22,388 $ 78.21 There were no options exercised in fiscal years 2021, 2020 or 2019. The following table summarizes information about stock options outstanding and exercisable as of October 31, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 - $38.76 13,192 5.8 $ 19.16 13,192 $ 19.16 $38.77 - $416.16 9,196 2.4 $ 162.92 9,196 $ 162.92 22,388 4.4 $ 78.21 22,388 $ There was no intrinsic value for options outstanding and exercisable at October 31, 2021. Restricted Stock Awards and Units Including Performance Based Awards The following table summarizes our RSA and RSU activity for the year ended October 31, 2021: Restricted Stock Awards and Units Shares Weighted-Average Fair Value Outstanding as of October 31, 2020 2,067,140 $ 5.06 Granted - performance units 551,252 14.89 Granted - time-vesting restricted stock units 373,030 4.50 Vested (133,725) 9.42 Forfeited (314,156) 7.82 Outstanding as of October 31, 2021 2,543,541 $ 5.08 Outstanding restricted stock awards and units as of October 31, 2021 included 1,000,000 RSUs granted as the Sign-On Award to Jason Few, the Company’s President and Chief Executive Officer (the “CEO”), pursuant to the August 26, 2019 employment agreement between the Company and the CEO. Pursuant to the terms of such Sign-On Award, 500,000 RSUs vest on August 26, 2022. The remaining 500,000 RSUs (“Additional RSUs”) will vest if, during the 30 days prior to the vesting date of August 26, 2022, the weighted average price of the Company’s common stock exceeds $1.00. The number of Additional RSUs will range from zero for a weighted average price of $1.00 to a maximum of 500,000 RSUs for a weighted average price of $6.00, with linear interpolation for stock prices between $1.00 and $6.00. The vesting of all RSUs is subject to the individual’s continuous employment with the Company through the vesting date. The outstanding restricted stock awards and units also include awards made on August 24, 2020, under the FY 2020 LTI Plan, totaling 835,038 RSUs which include 668,030 performance awards and 167,008 time-based awards. Performance awards were issued assuming participants achieve 100% target performance. Should participants achieve the 200% performance level, they will receive up to 545,209 additional RSUs. The performance awards were valued based upon a Monte Carlo Simulation, and the 334,015 relative TSR performance shares were valued at $4.62 per share and the 334,015 absolute performance shares were valued at $5.17 per share. On November 24, 2020, 848,078 RSUs were awarded under the FY 2021 LTI Plan, which include 551,252 performance units and 296,826 time-based units. Should the Company’s share price achieve the 200% performance level, awardees will receive up to 446,158 additional RSUs. The performance units were valued based on a Monte-Carlo Simulation, and the estimated fair value of the 275,626 relative TSR performance units was $14.41 per share and the estimated fair value of the 275,626 absolute TSR performance units was $15.36 per share. The performance units and time-based units are expensed over the three-year service period. 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 over 3 or 4 years. As of October 31, 2021, total unrecognized compensation cost related to RSUs was $8.4 million which is expected to be recognized over approximately the next two years on a weighted-average basis. Stock Awards During the years ended October 31, 2021, 2020 and 2019, we awarded 31,889, 58,303 and 29,454 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 $0.3 million, $0.1 million and $0.1 million of expense for the years ended October 31, 2021, 2020 and 2019, respectively. Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. The adoption of the ESPP allows the Company to provide eligible employees of FuelCell Energy, Inc. and certain of its designated subsidiaries with the opportunity to voluntarily participate in the ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase. The maximum number of the Company’s shares of common stock that may be issued under the ESPP is 30,248 shares. 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 0.5 year after the date of purchase. The ESPP activity for the years ended October 31, 2021, 2020 and 2019 was de minimis. Employee Tax-Deferred Savings Plans We offer a 401(k) plan (the “401(k) 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 401(k) Plan, limited to an annual maximum amount as set periodically by the IRS. Employee contributions are fully vested when made. Under the 401(k) Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the 401(k) Plan aggregated $0.4 million, $0.3 million and $0.5 million for the years ended October 31, 2021, 2020, and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 19. Income Taxes The components of loss before income taxes for the years ended October 31, 2021, 2020, and 2019 were as follows (in thousands): 2021 2020 2019 U.S. $ (96,959) $ (85,865) $ (74,133) Foreign (4,064) (3,196) (3,326) Loss before income taxes $ (101,023) $ (89,061) $ (77,459) The Company recorded an income tax provision totaling $0 million, $0 million and $0.1 million for the years ended October 31, 2021, 2020 and 2019, respectively. The income tax expense primarily related to foreign income taxes in South Korea and Canada. Franchise tax expense, which is included in administrative and selling expenses, was $0.5 million, $0.3 million and $0.2 million for the years ended October 31, 2021, 2020 and 2019, respectively. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 Statutory federal income tax rate (21.0) % (21.0) % (21.0) % Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (5.2) % (1.1) % (2.9) % Foreign withholding tax 0.2 % — % 0.1 % Net operating loss expiration, impairment and true-ups 3.6 % 129.2 % (1.3) % Nondeductible expenditures 1.9 % 1.4 % 0.2 % Change in tax rates (1.3) % (0.6) % (0.1) % Fair value adjustment on warrants 3.3 % 8.7 % — Other, net — % 1.1 % (0.3) % Deferred only adjustment 0.8 % 4.4 % — Valuation allowance 17.9 % (122.1) % 25.4 % Effective income tax rate 0.2 — % 0.1 % Our deferred tax assets and liabilities consisted of the following as of October 31, 2021 and 2020 (in thousands): 2021 2020 Deferred tax assets: Compensation and benefit accruals $ 7,891 $ 8,157 Bad debt and other allowances 1,081 1,574 Capital loss and tax credit carry-forwards 15,191 15,456 Net operating losses (domestic and foreign) 113,733 100,791 Deferred license revenue 1,885 2,093 Accumulated depreciation 12,379 9,759 Grant revenue 609 700 Excess business interest 9,695 5,544 Operating lease liabilities 2,211 2,387 Gross deferred tax assets: 164,675 146,461 Valuation allowance (160,530) (142,217) Deferred tax assets after valuation allowance 4,145 4,244 Deferred tax liability: In process research and development (2,510) (2,391) Right of use assets (1,964) (2,229) Net deferred tax liability $ (329) $ (376) 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 valuation allowance against our net deferred tax assets. As of October 31, 2021, we had $368.7 million of federal net operating loss (“NOL”) carryforwards that expire in the years 2022 to 2038 and $518.6 million of state NOL carryforwards that expire in the years 2022 through 2041. Additionally, we had $11.7 million of state tax credits available that will expire from tax years 2022 to 2040. During the 2020 tax year, the Company experienced an “ownership change” as defined by Internal Revenue Code Section 382. As a result, the utilization of federal and state NOLs generated prior to October of 2020 is subject to limitation and a reduction was made in fiscal year 2020 to the carrying balance of the federal and state NOLs to reflect the future limitation on utilization. The Company has updated its analysis of potential ownership changes through October 31, 2021 and concluded that no additional ownership changes have occurred subsequent to October 2020. In addition, the acquisition of Versa in fiscal year 2013 triggered a Section 382 ownership change at the level of Versa Power System which will limit the future usage of some of the federal and state NOLs that we acquired in that transaction. Accordingly, a valuation allowance has been recorded against the deferred tax asset associated with these attributes to reflect the future limitation on utilization. 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 as of October 31, 2021 and 2020 was $0. Due to the Section 382 ownership change that occurred in 2020, the underlying NOLs associated with any historical uncertain tax position, are no longer available for utilization, and therefore a deferred tax asset is not recorded on the Consolidated Balance Sheet and the uncertain tax position was released in 2020. 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 certain 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 IRS and various states in which we file for fiscal year 2002 to the present. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Oct. 31, 2021 | |
Loss Per Share | |
Loss Per Share | Note 20. Loss Per Share Basic earnings (loss) per common share (“EPS”) are generally calculated as income (loss) available to common stockholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income (loss) available to common stockholders 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, 2021, 2020 and 2019 was as follows (amounts in thousands, except share and per share amounts): 2021 2020 2019 Numerator Net loss attributable to FuelCell Energy, Inc. $ (101,055) $ (89,107) $ (77,568) Series A warrant exchange — — (3,169) Series B preferred stock dividends (3,200) (3,331) (3,231) Series C Preferred stock deemed dividends and redemption — — (6,522) Series D Preferred stock deemed dividends and redemption — — (9,755) Net loss attributable to common stockholders $ (104,255) $ (92,438) $ (100,245) Denominator Weighted average common shares outstanding - basic 334,742,346 221,960,288 55,081,266 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 334,742,346 221,960,288 55,081,266 Net loss to common stockholders per share - basic $ (0.31) $ (0.42) $ (1.82) Net loss to common stockholders per share - diluted (1) $ (0.31) $ (0.42) $ (1.82) (1) Due to the net loss to common stockholders 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. As of October 31, 2021, 2020 and 2019, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, October 31, October 31, 2021 2020 2019 Orion Warrants — 2,700,000 6,000,000 May 2017 Offering - Series C Warrants 950,102 964,114 964,114 Outstanding options to purchase common stock 22,388 23,891 24,927 Unvested Restricted Stock Awards — 538 24,574 Unvested Restricted Stock Units 2,543,541 2,066,602 166,541 5% Series B Cumulative Convertible Preferred Stock 37,837 37,837 37,837 Series 1 Preferred Shares to satisfy conversion requirements — — 1,264 Total potentially dilutive securities 3,553,868 5,792,982 7,219,257 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Oct. 31, 2021 | |
Restricted Cash. | |
Restricted Cash | Note 21. Restricted Cash As of October 31, 2021 and 2020, there was $28.0 million and $42.2 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts, and reserved to pay down the Orion Facility or be redeployed into other project financing at the option of the Orion Agent and the lenders under the Orion Facility. Refer to Note 14. “Debt and Financing Obligations” for additional information on the release of the restricted cash under the Orion Facility. The allocation of restricted cash is as follows (in thousands): October 31, October 31, 2021 2020 Cash Restricted for Outstanding Letters of Credit (1) $ 6,478 $ 6,543 Cash Restricted for PNC Sale-Leaseback Transactions (2) 5,514 15,125 Cash Restricted for Crestmark Sale-Leaseback Transactions (3) 2,887 431 Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves (4) 11,937 7,549 Orion Facility - Reserves and Project Proceeds Account (5) — 11,193 Other 1,183 1,344 Total Restricted Cash 27,999 42,185 Restricted Cash and Cash Equivalents - Short-Term (6) (11,268) (9,233) Restricted Cash and Cash Equivalents - Long-Term $ 16,731 $ 32,952 (1) Letters of credit outstanding as of October 31, 2021 expire on various dates through August 2028. (2) Long and short-term reserve that is to be used primarily to fund future module exchanges for operating projects falling under the PNC sale leaseback obligations. The decrease in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of the Company’s performance in completing certain module exchanges resulting in cash being unrestricted. (3) Long and short-term reserve that is to be used primarily to fund future module exchanges and other performance obligations. The increase in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of additional cash reserved for the San Bernardino sale-leaseback transaction with Crestmark which was entered into on August 25, 2021. (4) Long and short-term reserves for the Bridgeport Fuel Cell Park Project to fund future module exchanges and other performance requirements. (5) Reserves relating to the Orion Facility were released upon the repayment of the Orion Facility. (6) Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2021 | |
Commitments And Contingencies | |
Commitments and Contingencies | Note 22. Commitments and Contingencies Service Agreements Under the provisions of its service agreements, the Company provides services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of such service agreements, the particular power plant must meet a minimum operating output during defined periods of the term. If minimum output falls below the contract requirement, the Company may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module(s). Power Purchase Agreements Under the terms of the Company’s PPAs, customers agree to purchase power from the Company’s fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, the Company is responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, the Company is also responsible for procuring fuel, generally natural gas or biogas, to run the power plants. In addition, under the terms of some of the PPAs, the Company may be subject to a performance penalty if the Company does not meet certain performance requirements. Project Fuel Exposure Certain of our PPAs for project assets in the Company’s generation operating portfolio and project assets under construction expose us to fluctuating fuel price risks as well as the risk of being unable to procure the required amounts of fuel and the lack of alternative available fuel sources. The Company seeks to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible which we have done with our 14.9 MW operating project in Bridgeport, CT and our 7.4 MW project under construction in Hartford, CT; (ii) procuring fuel under fixed price physical contracts with investment grade counterparties which we have done for twenty years under our Tulare BioMAT project and the initial seven years of the twenty year PPA for our LIPA Yaphank, NY project; and (iii) entering into financial hedges with investment grade counterparties to offset potential negative market fluctuations. The Company currently has three projects in development with fuel sourcing risk, which are the Toyota Project which requires procurement of RNG, and our Derby, CT 14.0 MW and 2.8 MW projects, which require natural gas. Fuel sourcing and risk mitigation strategies for all three projects are being assessed and will be implemented as project operational dates become firm. Such strategies may require cash collateral or reserves to secure fuel or related contracts for these three projects. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to these project assets. Other As of October 31, 2021, the Company had unconditional purchase commitments aggregating $71.1 million, for materials, supplies and services in the normal course of business. Legal Proceedings POSCO Energy Matters From approximately 2007 through 2015, the Company relied on POSCO Energy Co., Ltd. (“POSCO Energy”) to develop and grow the South Korean and Asian markets for our products and services. We received upfront license payments and were entitled to receive royalty income from POSCO Energy pursuant to certain manufacturing and technology transfer agreements, including the Alliance Agreement dated February 7, 2007 (and the amendments thereto), the Technology Transfer, License and Distribution Agreement dated February 7, 2007 (and the amendments thereto), the Stack Technology Transfer and License Agreement dated October 27, 2009 (and the amendments thereto), and the Cell Technology Transfer and License Agreement dated October 31, 2012 (and the amendments thereto), which are collectively referred to herein as the “License Agreements.” The License Agreements provided POSCO Energy with the exclusive technology rights to manufacture, sell, distribute and service our SureSource 300, SureSource 1500, and SureSource 3000 fuel cell technology in the South Korean and broader Asian markets. Due to certain actions and inactions of POSCO Energy, the Company has not realized any new material revenues, royalties or new projects developed by POSCO Energy since late 2015. In November 2019, POSCO Energy spun-off its fuel cell business into a new entity, Korea Fuel Cell Co., Ltd. (“KFC”), without the Company’s consent. As part of the spin-off, POSCO Energy transferred manufacturing and service rights under the License Agreements to KFC, but retained distribution rights and severed its own liability under the License Agreements. The Company formally objected to POSCO Energy’s spin-off, and POSCO Energy posted a bond to secure any liabilities to the Company arising out of the spin-off. In September 2020, the Korean Electricity Regulatory Committee found that POSCO Energy’s spin-off of the fuel cell business to KFC may have been done in violation of South Korean law. On February 19, 2020, the Company notified POSCO Energy in writing that it was in material breach of the License Agreements by (i) its actions in connection with the spin-off of the fuel cell business to KFC, (ii) its suspension of performance through its cessation of all sales activities since late 2015 and its abandonment of its fuel cell business in Asia, and (iii) its disclosure of material nonpublic information to third parties and its public pronouncements about the fuel cell business on television and in print media that have caused reputational damage to the fuel cell business, the Company and its products. The Company also notified POSCO Energy that, under the terms of the License Agreements, it had 60 days to fully cure its breaches to the Company’s satisfaction and that failure to so cure would lead to termination of the License Agreements. Further, on March 27, 2020, the Company notified POSCO Energy of additional instances of its material breach of the License Agreements based on POSCO Energy’s failure to pay royalties required to be paid in connection with certain module exchanges. On April 27, 2020, POSCO Energy initiated a series of three arbitration demands against the Company at the International Court of Arbitration of the International Chamber of Commerce seated in Singapore, in which it alleged certain warranty defects in a sub-megawatt conditioning facility at its facility in Pohang, South Korea and sought combined damages of approximately $3.3 million. Prior to filing the arbitrations, POSCO Energy obtained provisional attachments from the Seoul Central District Court attaching certain revenues owed to the Company by Korea Southern Power Company (“KOSPO”) as part of such warranty claims, which delayed receipt of certain payments owed to the Company. POSCO Energy subsequently sought additional provisional attachments on KOSPO revenues from the Seoul Central District Court based on unspecified warranty claims in an additional amount of approximately $7 million, and additional provisional attachments on KOSPO revenues from the Seoul Central District Court based on its alleged counterclaims in the license termination arbitration described below in an additional amount of approximately $110 million. As of October 31, 2021, outstanding accounts receivable due from KOSPO were $11.2 million. POSCO Energy posted a bond in the amount of $46 million to secure any damages to the Company resulting from the attachments. On June 28, 2020, the Company terminated the License Agreements and filed a demand for arbitration against POSCO Energy and KFC in the International Court of Arbitration of the International Chamber of Commerce based on POSCO Energy’s (i) failure to exercise commercially reasonable efforts to sell the Company’s technology in the South Korean and Asian markets, (ii) disclosure of the Company’s proprietary information to third parties, (iii) attack on the Company’s stock price and (iv) spin-off of POSCO Energy’s fuel cell business into KFC without the Company’s consent. The Company requested that the arbitral tribunal (a) confirm through declaration that POSCO Energy’s exclusive license to market the Company’s technology and products in South Korea and Asia is null and void as a result of the breaches of the License Agreements and that the Company had the right to pursue direct sales in these markets, (b) order POSCO Energy and KFC to compensate the Company for losses and damages suffered in the amount of more than $200 million, and (c) order POSCO Energy and KFC to pay the Company’s arbitration costs, including counsel fees and expenses. The Company retained outside counsel on a contingency basis to pursue its claims, and outside counsel entered into an agreement with a litigation finance provider to fund the legal fees and expenses of the arbitration. In October 2020, POSCO Energy filed a counterclaim in the arbitration (x) seeking approximately $880 million in damages based on allegations that the Company misrepresented the capabilities of its fuel cell technology to induce POSCO Energy to enter into the License Agreements and failed to turn over know-how sufficient for POSCO Energy to successfully operate its business; (y) seeking a declaration that the License Agreements remained in full force and effect and requesting the arbitral tribunal enjoin the Company from interfering in POSCO Energy’s exclusive rights under the License Agreements and (z) seeking an order that the Company pay POSCO Energy’s arbitration costs, including counsel fees and expenses. In July 2020, the Company discontinued revenue recognition of the deferred license revenue related to the License Agreements given the then pending arbitrations. On August 28, 2020, POSCO Energy filed a complaint in the Court of Chancery of the State of Delaware (the “Court”) purportedly seeking to enforce its rights as a stockholder of the Company to inspect and make copies and extracts of certain books and records of the Company and/or the Company’s subsidiaries pursuant to Section 220 of the Delaware General Corporation Law and/or Delaware common law. POSCO Energy alleged that it was seeking to inspect these documents for a proper purpose reasonably related to its interests as a stockholder of the Company, including investigating whether the Company’s Board of Directors and its management breached their fiduciary duties of loyalty, due care, and good faith. POSCO Energy sought an order of the Court permitting POSCO Energy to inspect and copy the demanded books and records, awarding POSCO Energy reasonable costs and expenses, including reasonable attorney’s fees incurred in connection with the matter, and granting such other and further relief as the Court deemed just and proper. On July 9, 2021, the Court issued a post-trial ruling denying POSCO Energy’s demand to inspect the Company’s books and records because POSCO Energy lacked a proper purpose. The Court held that the totality of the circumstances, including the fact that this complaint was the seventh legal action POSCO Energy initiated against the Company within the span of nine months, confirmed that POSCO Energy’s purpose in initiating the books and records demand and filing the complaint was not proper. As this dispute was resolved by the Court as described above, it did not require resolution pursuant to, and was not part of, the Settlement Agreement described in Note 24. “Subsequent Events.” On September 14, 2020, POSCO Energy filed a complaint in the United States District Court for the Southern District of New York (the “SD Court”) alleging that the Company delayed the removal of restrictive legends on certain share certificates held by POSCO Energy in 2018, thus precluding POSCO Energy from selling the shares and resulting in claimed losses in excess of $1.0 million. On September 16, 2021, the SD Court ruled in the Company’s favor on a motion for summary judgement dismissing all four counts of POSCO Energy’s complaint regarding share certificates held by POSCO Energy in 2018, but granted POSCO Energy leave to file an amended complaint. In order to resolve the disputes described above (other than the books and records dispute which was resolved by the Court), on December 20, 2021, the Company entered into the Settlement Agreement with POSCO Energy and KFC. For more information on the Settlement Agreement, refer to Note 24. “Subsequent Events”. Other Legal Proceedings From time to time, the Company is involved in other legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary course of its business (“Other Legal Proceedings”). Although the Company cannot assure the outcome of such Other Legal Proceedings, management presently believes that the result of such Other Legal Proceedings, either individually, or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements, and no material amounts have been accrued in the Company’s consolidated financial statements with respect to these matters. Impact of the COVID-19 Pandemic During fiscal year 2020, the Company launched a proactive response to the escalating COVID-19 outbreak and temporarily suspended operations at its Torrington, Connecticut manufacturing facility in March 2020. The Company also commenced remote work protocol for those employees worldwide that were capable of working from home. The Company took these actions to secure the safety of the Company’s employees, our corporate community as a whole, and the communities in which our team members live, and to adhere to Centers for Disease Control (CDC) recommendations of social distancing and limited public exposure in connection with the COVID-19 pandemic. All employees that were not able to work from home during the manufacturing facility shutdown due to their job function received full wages and benefits during such time. We did not implement any furlough, layoff or shared work program during such time. The Company resumed manufacturing in June 2020 and the Torrington, Connecticut manufacturing facility employees returned to work. We established a phased-in return to work schedule commencing March 15, 2021 for those employees working from home which was completed in April 2021. We will continue to evaluate our ability to operate in the event of a resurgence of COVID-19 and the advisability of continuing operations based on federal, state and local guidance, evolving data concerning the pandemic and the best interests of our employees, customers and stockholders. In addition, given the continued elevated number of COVID-19 cases throughout the U.S. as a result of the highly transmissible Delta and Omicron variants, the Company instituted policies to protect its employees and customers such as a mandatory vaccination policy which required all U.S. employees to be fully vaccinated by November 1, 2021 or seek a qualified religious and/or medical exemption with weekly testing protocols. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Oct. 31, 2021 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 23. Supplemental Cash Flow Information The following represents supplemental cash flow information, including amounts effectively settled as described in Note 3. “Acquisitions” (dollars in thousands): Year Ended October 31, 2021 2020 2019 Cash interest paid $ 5,765 $ 8,376 $ 4,091 Income taxes paid 6 2 48 Noncash financing and investing activity: Noncash reclassification between inventory and project assets 7,052 1,152 — Acquisition of project assets — — 16,704 Series C Preferred stock conversions — — 15,491 Series C preferred share modification — — (6,047) Series D preferred share conversions — — 31,183 Director stock compensation 275 104 102 Reclassification of value of executive share-based compensation — 434 — Addition of operating lease liabilities 1,459 899 — Addition of operating lease right-of-use assets 1,459 899 — Cashless warrant exercises — 25,994 — Reclassification to equity of warrant liability for warrant exercises 21,170 9,783 — Accrued purchase of fixed assets, cash paid to be paid in subsequent period 1,537 39 71 Accrued purchase of project assets, cash to be paid in subsequent period 6,707 502 222 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 24. Subsequent Events Franklin Park Tax Equity Financing Transaction The Company closed on a tax equity financing transaction in November 2021 with Franklin Park Infrastructure, LLC (“Franklin Park”) for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) located in Yaphank Long Island. Franklin Park’s tax equity commitment totals $12.4 million. This transaction was structured as a “partnership flip,” which is a structure commonly used by tax equity investors in the financing of renewable energy projects. Under this partnership flip structure, a partnership, in this case YTBFC Holdco, LLC (the “Yaphank Partnership”), was organized to acquire from FuelCell Energy Finance II, LLC, a wholly-owned subsidiary of the Company, all outstanding equity interests in Yaphank Fuel Cell Park, LLC (the “Yaphank Project Company”) which in turn owns the LIPA Yaphank Project and is the party to the power purchase agreement and all project agreements. At the closing of the transaction, the Yaphank Partnership is owned by Franklin Park, holding Class A Units, and Fuel Cell Energy Finance Holdco, LLC, a subsidiary of FuelCell Energy Finance, LLC, holding Class B Units. The acquisition of the Yaphank Project Company by the Yaphank Partnership was funded in part by an initial draw from Franklin Park and funds contributed downstream to the Yaphank Partnership by the Company. The initial funding occurred on December 13, 2021, upon the satisfaction of certain conditions precedent (including the receipt of an appraisal and confirmation that the LIPA Yaphank Project would be eligible for the investment tax credit (“ITC”) under Section 48 of the Internal Revenue Code of 1986, as amended). In connection with the initial closing, the Company was able to draw down approximately $3.2 million, of which approximately $0.4 million was used to pay closing costs, including title insurance expenses and legal and consulting fees. The Company is eligible to draw the remaining amount of the commitment, approximately $9.2 million, once the LIPA Yaphank Project achieves commercial operation. When such funds are drawn down, the funds will be distributed upstream to the Company, as a reimbursement of prior construction costs incurred by the Company. Under a partnership flip structure, tax equity investors agree to receive a minimum target rate of return, typically on an after-tax basis. Prior to receiving a contractual rate of return or a date specified in the contractual arrangements, Franklin Park will receive substantially all of the non-cash value attributable to the LIPA Yaphank Project, which includes accelerated depreciation and Section 48(a) investment tax credits; however, the Company will receive a majority of the cash distributions (based on the operating income of the LIPA Yaphank Project), which are paid quarterly. After Franklin Park receives its contractual rate of return, the Company will receive approximately 95% of the cash and tax allocations. The Company (through a separate wholly owned entity) may enter into a back leverage debt financing transaction and use the cash distributions from the Yaphank Partnership to service the debt. Under this partnership flip structure, after the fifth anniversary following commercial operations, we have an option to acquire all of the equity interests that Franklin Park holds in the Yaphank Partnership starting after Franklin Park receives its contractual rate of return (the anticipated “flip” date) after the LIPA Yaphank Project is operational. If we exercise this option, we will be required to pay the greater of the following: (i) the fair market value of Franklin Park's equity interest at the time the option is exercised or (ii) an amount equal 9.6% of Franklin Park’s capital contributions. This option payment is to be grossed up for federal taxes if it exceeds the tax basis of the Yaphank Partnership Class A Units. Settlement Agreement with POSCO Energy and KFC In order to resolve the disputes among POSCO Energy, KFC and us described above in Note 22. “Commitments and Contingencies” (other than the book and records dispute which was previously resolved), on December 20, 2021, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with POSCO Energy and KFC (POSCO Energy and KFC may be collectively referred to herein as “PE Group”). The Settlement Agreement provides, among other things, that the parties will cooperate in good faith to effect a market transition to the Company of the molten carbonate fuel cell business in Korea in accordance with the terms and conditions of the Settlement Agreement. To that end, the Settlement Agreement provides that any and all past, current, or potential disputes and claims between the Company, on the one hand, and POSCO Energy and KFC, on the other, of any nature whatsoever, whether known or unknown, asserted or not asserted, based on actions or omissions of any party on or before the date of Settlement Agreement are fully and finally settled, including such disputes and claims, directly or indirectly, in connection with the legal disputes (other than the books and records dispute which was previously resolved) and License Agreements described above in Note 22. “Commitments and Contingencies,” with the exception of (i) an unfiled claim by the Company in the amount of approximately $1.8 million with respect to certain royalties the Company believes are owed by POSCO Energy with respect to replacement modules deployed by POSCO Energy at Gyenonggi Green Energy and other sites for which POSCO Energy has not paid royalties, and (ii) an unfiled claim by POSCO Energy in an unknown amount with respect to a series of purchase orders for materials and components which began in 2014 under a supply chain contract, both of which claims remain unsettled. The Company does not believe the claim by POSCO Energy with respect to purchase orders for materials and components under the supply chain contract has merit and the Company retains the right to file a counterclaim for damages it believes it has incurred with respect to such supply chain contract. With respect to , the Settlement Agreement provides that, within five days of the date of the Settlement Agreement, POSCO Energy will file an application with the Seoul Central District Court to revoke the attachments. Thereafter, the Company expects to promptly receive the outstanding KOSPO accounts receivable of approximately Under the Settlement Agreement, the parties have also agreed that, within five days of the date thereof, the Company will withdraw its objection to the spin-off of KFC from POSCO Energy, and that the License Agreements are not terminated, but instead are deemed to be amended such that POSCO Energy and KFC only have the right (i) to provide maintenance and repair services to PE Group’s existing customers on existing molten carbonate power generation and thermal projects under long-term service agreements currently in force as well as long-term service agreements that have expired and are pending renewal as of the settlement date (collectively, “Existing LTSAs”), (ii) to supply replacement modules purchased from the Company only for their existing customers for existing molten carbonate power generation and thermal projects under Existing LTSAs and (iii) to own, operate and maintain all facilities and factories solely for the purposes set forth in (i) and (ii) above (collectively, the “Right to Service License”). POSCO Energy and KFC further agree that, as of the date of the Settlement Agreement, the License Agreements are deemed to be amended such that the Company exclusively enjoys all rights as to its technology in Korea and Asia, other than the Right to Service License. The Settlement Agreement further provides that the License Agreements will terminate automatically upon sixty days prior written notice to PE Group if (i) the Company enters into a business collaboration agreement with a Korean company to construct, assemble, manufacture, market, sell, distribute, import, export, install, commission, service, maintain, or repair products incorporating the Company’s technology, or otherwise conduct the Company’s business, in the Korean market; or (ii) the Company expands the capacity of its existing Korean entity such as to perform such activities itself. In the event of the termination of the License Agreements, the license granted to PE Group under the Right to Service License will continue notwithstanding the termination of the License Agreements, except that PE Group’s right to own, operate, and maintain all facilities and factories for the purpose of servicing any orders or requests made by the Company will terminate. For the avoidance of doubt, pursuant to the terms of the Settlement Agreement, PE Group has no right to manufacture modules or any other product incorporating the Company’s technology under the License Agreements as amended, the Right to Service License or otherwise unless requested and authorized by the Company to do so. The Settlement Agreement further provides that, in order to service its existing customers under the Existing LTSAs, KFC will place a firm, non-cancelable order for twelve SureSource 3000 modules within two weeks after the date of the Settlement Agreement and an additional firm, non-cancelable order for eight SureSource 3000 modules on or before June 30, 2022, all at a price of $3.0 million per module. In addition, KFC agrees to use commercially reasonable efforts to order fourteen additional SureSource 3000 modules by December 31, 2022, at a price of $3.0 million per module if ordered by such date. If KFC materially breaches the Settlement Agreement by failing to make timely and full payment for the modules for which KFC is required to place orders under the Settlement Agreement and does not cure such material breach within fifteen days of notice of such breach by the Company, the License Agreements and the Right to Service License granted to PE Group will be terminated. If the Company materially breaches the Settlement Agreement by failing to supply the modules for which KFC is required to place orders under the Settlement Agreement, as long as KFC has made the payment for such modules and has otherwise satisfied its contractual obligations for those modules and such material breach is not cured within sixty days after notice from PE Group, PE Group will have the right to terminate the Settlement Agreement. With respect to any other alleged breach, material or otherwise, of the Settlement Agreement, the parties’ exclusive remedy consists solely of general damages. Pursuant to the Settlement Agreement, with respect to new modules to be supplied by the Company and deployed by PE Group to its existing customers, the Company will provide its standard warranty against module defects until the earlier of eighteen months from the date of shipment or twelve months from the date of installation. As part of the global settlement of the disputes among the parties and subject to the qualifications set forth in the Settlement Agreement, the Company will reimburse PE Group for any annual output penalty amount paid by PE Group to its customers pursuant to Existing LTSAs (whether such Existing LTSA is extended or renewed), caused by a shortfall or defect in the new modules for a period of up to seven years. The maximum annual reimbursement obligation with regard to any PE Group customer for any new module provided by the Company will not exceed an amount equal to 7.5% per year of the module purchase price. The Company will not be required to reimburse PE Group for any penalty paid by PE Group under the Existing LTSAs that is not caused by a shortfall or defect in the modules to be supplied by the Company including, without limitation, any shortfall or defect caused by a site-related problem, a problem with the balance of plant, or other components of the project. Although the Company has the exclusive and unrestricted right under the Settlement Agreement to perform, pursue, and otherwise conduct its business in relation to new fuel cell projects (including new projects with PE Group’s existing customers) in Korea and Asia, the parties have agreed that, except as further provided in the Settlement Agreement with respect to PE Group’s existing customers Noeul Green Energy and Godeok Green Energy, the Company will not engage in discussions with PE Group’s existing customers regarding Existing LTSAs without PE Group’s consent. The parties have further agreed that if PE Group cannot enter into an agreement with its existing customers to extend or renew Existing LTSAs by December 31, 2022, PE Group will cooperate with the Company so that the Company may discuss and, at the Company’s sole discretion, enter into an extension of an Existing LTSA, a new long-term service agreement to replace an Existing LTSA, or a module sales agreement with PE Group’s existing customers; provided that (i) should the Company enter into such an arrangement with a PE Group existing customer, and (ii) the Company is required to provide replacement modules to such existing customer under such arrangement, and (iii) PE Group has not already deployed all or some the modules that PE Group ordered under Settlement Agreement, the Company will purchase the number of required replacement modules from PE Group at a price of $3.0 million per module (to the extent such modules are available and have not yet been deployed). The purchase of such replacement modules by the Company is contingent upon the modules being in proper condition as determined by inspection process to be agreed by the parties. Any modules purchased by the Company from PE Group under these terms will be included as part of the firm orders KFC is required to make pursuant to the Settlement Agreement. With respect to operations and maintenance agreements, the Settlement Agreement provides that KFC will have the right of first refusal on providing operation and maintenance services on commercially reasonable terms for new long-term service agreements entered into by the Company in Korea for a period of the first to occur of either twenty-four months after the date of the Settlement Agreement or until such time as the Company engages a third party capable of providing such services in Korea. If KFC and the Company agree that KFC should provide operation and maintenance services pursuant to the right of first refusal, KFC and the Company will enter into one or more operation and maintenance agreements that reflect commercially reasonable terms and conditions as agreed by KFC and the Company at that time. With respect to balance of plant (“BOP”), KFC currently has eight units of BOP available, and the Settlement Agreement provides that the Company has the option to purchase such units of BOP for any new molten carbonate fuel cell projects within Korea at a price of KRW 2,550,000,000 per unit. The Company will also have a non-exclusive, non-transferrable, non-sublicensable license to use the intellectual property imbedded in the BOP units in Korea in consideration for a reasonable license fee to be separately agreed by the parties. Detailed terms and conditions of BOP and related software and firmware supply will be discussed and agreed in good faith in separate BOP supply agreements in the event the Company exercises its option to purchase any of such BOP. The Company retained outside counsel on a contingency basis to pursue its claims against POSCO Energy and KFC, and outside counsel entered into an agreement with a litigation finance provider to fund the legal fees and expenses of the arbitration proceedings brought by the Company against POSCO Energy and KFC. As the Company has entered into the Settlement Agreement, it is required to remit fees to its counsel, Wiley Rein, LLP (“Wiley”), subject to the terms of its engagement letter with Wiley. On December 23, 2021, the Company agreed that it will pay Wiley a total of $24.0 million to satisfy all obligations to Wiley under the Company’s engagement letter, of which $14.0 million will be paid on or before December 30, 2021, $5.0 million will be paid on or before March 30, 2022, and $5.0 million will be paid on or before June 30, 2022. |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | ||
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. (together with its subsidiaries, the “Company,” “FuelCell Energy,” “we,” “us,” or “our”) has leveraged five decades of research and development to become a global leader in delivering environmentally responsible distributed baseload power platform solutions through our proprietary fuel cell technology. As an innovator and an American manufacturer of clean fuel cell power platforms, our current commercial technology delivers clean, distributed generation and distributed hydrogen, as well as heat, carbon separation and utilization, and water. We plan to increase our investment in developing and commercializing future technologies expected to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as carbon capture solutions. As a leading global manufacturer of proprietary fuel cell technology platforms, we are uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments, and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. Our product offerings drive our mission to help our customers realize their environmental goals, strengthen resiliency, manage energy and other commodity costs, and deliver valuable goods and services to their customers . The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On May 8, 2019, the Company effected | |
Liquidity | Liquidity Our principal sources of cash have been sales of our common stock through public equity offerings, proceeds from third party debt, project financing and tax monetization transactions, proceeds from the sale of our projects as well as research and development and service and license agreements with third parties. We have utilized this cash to develop and construct project assets, perform research and development on our Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of October 31, 2021, unrestricted cash and cash equivalents totaled $432.2 million compared to $149.9 million as of October 31, 2020. In December 2020, the Company closed an underwritten offering of 25.0 million shares of the Company’s common stock. Net proceeds to the Company were approximately $156.4 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows: ● Extinguishment of Senior Secured Debt : On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company. ● Extinguishment of the Series 1 Preferred Shares : On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares (as defined elsewhere herein), totaling Cdn. $27.4 million, or approximately $21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated. ● Working Capital: The remaining $47.5 million of proceeds from the offering was utilized as working capital and included in unrestricted cash. In February 2021, the Company further reduced its debt by repaying the outstanding $6.5 million Paycheck Protection Program Promissory Note from Liberty Bank under the CARES Act. On June 11, 2021, the Company entered into an Open Market Sale Agreement with Jefferies LLC and Barclays Capital Inc. with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $500 million. From the date of the Open Market Sale Agreement through October 31, 2021, approximately 44.1 million shares were sold, resulting in gross proceeds to the Company totaling approximately $377.2 million before deducting expenses and sales commissions. Net proceeds to the Company totaled approximately $369.7 million. The Company plans to use the net proceeds from this offering to accelerate the development and commercialization of our Advanced Technologies products, including our solid oxide platform, for project development, for internal research and development, to invest in capacity expansion for solid oxide and carbonate fuel cell manufacturing, and for project financing, working capital support, and general corporate purposes. The remaining availability under the Open Market Sale Agreement as of the date of filing of this report is approximately $122.8 million. See Note 15. “Stockholders’ Equity and Warrant Liabilities” for additional information regarding the Open Market Sale Agreement. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements. To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully commercialize its Advanced Technologies platforms, including its solid oxide, hydrogen and carbon capture platforms, (viii) implement the product cost reductions necessary to achieve profitable operations, (ix) manage working capital and the Company’s unrestricted cash balance and (x) access the capital markets to raise funds through the sale of equity securities, convertible notes, and other equity-linked instruments. We are continually assessing different means by which to accelerate the Company’s growth, enter new markets, commercialize new products, and enable capacity expansion. Therefore, from time to time, the Company may consider and enter into agreements for one or more of the following: negotiated financial transactions, minority investments, collaborative ventures, license arrangements, joint ventures or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such financing arrangements to construct and deploy our projects and facilitate the growth of our business. The Company expects to seek long-term debt and tax equity (e.g., sale-leaseback and partnership transactions) for its project asset portfolio as these projects commence commercial operations. The proceeds of any such financing, if obtained, may allow the Company to fund other projects. We may also seek to obtain additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to reduce or slow planned spending, reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations. | |
Cash and Cash Equivalents and Restricted Cash | 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 the date of acquisition. We place our temporary cash investments with high credit quality financial institutions. | |
Inventories and Advance Payments to Vendors | 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. Included in our inventory balance are used modules that are brought back into inventory upon installation of new modules. When a new module is installed, a determination is made as to whether the module has remaining useful life or should be scrapped and materials recycled. Modules that are deemed to have remaining useful life are put into inventory at an estimated value based on the expected remaining life of the module and its projected output. 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 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 platforms and inventory will be recorded at a new cost basis if a valuation allowance is required. | |
Project Assets | Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, including those projects with respect to which we have entered into power purchase agreements (“PPAs”), those projects with respect to which we expect to secure long-term contracts and those projects retained by the Company under a merchant model. Such development costs are generally incurred prior to entering into a definitive sales or long-term financing agreement for the project. Project assets also include capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC Energy Capital, LLC (“PNC”) or Crestmark Equipment Finance, a division of MetaBank (“Crestmark”). 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. To the extent 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. | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based 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 Indefinite-Lived Intangibles | Goodwill and Indefinite-Lived Intangibles Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination and is reviewed for impairment at least annually. The intangible asset represents indefinite-lived in-process research and development for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation and is also reviewed at least annually for impairment. 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 goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (“IPR&D”) as of July 31, 2021. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset is more likely than not below its carrying value. No impairment charges were recorded with respect to goodwill or the IPR&D asset during the fiscal years ended October 31, 2021, 2020 and 2019. | |
Impairment of Long-Lived Assets (including Project Assets) | Impairment of Long-Lived Assets (including Project 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. | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers Revenue from Contracts with Customers, A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company’s contracts with customers generally do not include significant financing components or non-cash consideration. The Company has elected practical expedients in the accounting guidance that allow for revenue to be recorded in the amount that the Company has a right to invoice, if that amount corresponds directly with the value to the customer of the Company’s performance to date, and that allow the Company not to disclose related unsatisfied performance obligations. The Company records any amounts that are billed to customers in excess of revenue recognized as deferred revenue and revenue recognized in excess of amounts billed to customers as unbilled receivables. Revenue streams are classified as follows: Product. Service. License and royalty. Generation. Advanced Technologies. See below for a discussion of revenue recognition under Topic 606 by disaggregated revenue stream. Completed project assets Contracts for the sale of completed project assets include the sale of the project asset, the assignment of the service agreement, and the assignment of the PPA. The relative stand-alone selling price is estimated and is used as the basis for allocation of the contract consideration. Revenue is recognized upon the satisfaction of the performance obligations, which includes the transfer of control of the project asset to the customer, which is when the contract is signed and the PPA is assigned to the customer. See below for further discussion regarding revenue recognition for service agreements. Contractual payments related to the sale of the project asset and assignment of the PPA are generally received up-front. Payment terms for service agreements are generally ratable over the term of the agreement. Service agreements Service agreements represent a single performance obligation whereby the Company performs all required maintenance and monitoring functions, including replacement of modules, to ensure the power platform(s) under the service agreement generate a minimum power output. To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method. The consideration for each service agreement is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. The Company reviews its cost estimates on service agreements on a quarterly basis and records any changes in estimates on a cumulative catch-up basis. Loss accruals for service agreements are recognized to the extent that the estimated remaining costs to satisfy the performance obligation exceed the estimated remaining unrecognized consideration. Estimated losses are recognized in the period in which losses are identified. Payment terms for service agreements are generally ratable over the term of the agreement. Advanced Technologies contracts Advanced Technologies contracts include the promise to perform research and development services and, as such, this represents one performance obligation. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue is only recognized to the extent the contracts are funded. Revenue from previous fixed price Advanced Technologies projects is recognized using the cost to cost input method. Revenue recognition for research performed under the EMRE Joint Development Agreement (as defined elsewhere herein) also falls into the practical expedient category where revenue is recorded consistent with the amounts that are to be invoiced. Payments are based on costs incurred for government sponsored Advanced Technologies projects and upon completion of milestones for previous fixed-price Advanced Technologies projects. Payments under the EMRE Joint Development Agreement are based on time spent and material costs incurred. License agreements The Company entered into the License Agreements (as defined elsewhere herein) with POSCO Energy Co., Ltd. (“POSCO Energy”) in 2007, 2009 and 2012. In June 2020, the Company notified POSCO Energy that it was terminating the License Agreements and POSCO Energy disputed such termination (for more information, refer to Note 22. “Commitments and Contingencies” and Note 24. “Subsequent Events”). Prior to the date of the Company’s notice of termination, in connection with the adoption of Topic 606, several performance obligations were identified under the License Agreements, including previously satisfied performance obligations for the transfer of licensed intellectual property, two performance obligations for specified upgrades of the previously licensed intellectual property, a performance obligation to deliver unspecified upgrades to the previously licensed intellectual property on a when-and-if-available basis, and a performance obligation to provide technical support for previously delivered intellectual property. ● The performance obligations related to the specified upgrades would have been satisfied and the related consideration recognized as revenue upon the delivery of the specified upgrades. The Company did not recognize any revenue in fiscal years 2021 and 2020 related to specified upgrades. ● The performance obligations for unspecified upgrades and technical support were being recognized on a straight-line basis over the license term on the basis that this represented the method that best depicted the progress towards completion of the related performance obligations. The Company recognized revenue totaling $0.8 million for the year ended October 31, 2020 related to unspecified upgrades and technical support. All fixed consideration for the License Agreements was previously collected. The Company discontinued revenue recognition of the deferred license revenue related to the License Agreements in July 2020 given the then pending arbitrations. The Company entered into the EMRE Joint Development Agreement on November 5, 2019. The Company recorded license revenue of $4.0 million in association with this agreement for the fiscal year ended October 31, 2020 which revenue was considered at a point-in-time upon the signing of the contract as the license is considered functional intellectual property because it has standalone functionality. The customer can use this intellectual property as it exists at a point in time and no further services are required from the Company. Effective as of June 11, 2019, the Company entered into a License Agreement with EMRE (the “EMRE License Agreement”), pursuant to which the Company agreed, subject to the terms of the EMRE License Agreement, to grant EMRE and its affiliates a non-exclusive, worldwide, fully paid, perpetual, irrevocable, non-transferrable license and right to use the Company’s patents, data, know-how, improvements, equipment designs, methods, processes and the like to the extent it is useful to research, develop, and commercially exploit carbonate fuel cells in applications in which the fuel cells concentrate carbon dioxide from industrial and power sources and for any other purpose attendant thereto or associated therewith. Such right and license is sublicensable to third parties performing work for or with EMRE or its affiliates, but shall not otherwise be sublicensable. Upon the payment by EMRE to the Company of $10.0 million, which was received by the Company on June 14, 2019, EMRE and its affiliates were fully vested in the rights and licenses granted in the EMRE License Agreement, and any further obligations under the EMRE License Agreement are considered by the Company to be minimal. As a result, the total contract value of $10.0 million was recorded as revenue for the year ended October 31, 2019. Generation revenue For certain project assets where customers purchase electricity from the Company under PPAs, the Company has determined that these agreements should be accounted for as operating leases pursuant to ASC 842, Leases | |
Variable Interest Entity and Noncontrolling Interests | Variable Interest Entity and Noncontrolling Interests The Company closed on a tax equity financing transaction in August 2021 f or the 7.4 MW fuel cell project (the “Groton Project”) located on the U.S. Navy Submarine Base in Groton, CT, which has been structured as a “partnership flip.” A partnership (the “Groton Partnership”) was organized with East West Bancorp, Inc. (“East West Bank”) to acquire from FuelCell Energy Finance II, LLC all of the outstanding equity interests in Groton Station Fuel Cell, LLC (“Groton Project Company”). East West Bank has a conditional withdrawal right which they can exercise and which would require the Company to pay 101% of the amount contributed by East West Bank to date. In addition, under this partnership flip structure, the Company has an option to acquire all of the equity interests that East West Bank holds in the Groton Partnership starting approximately five and a half years after the Groton Project is operational. If the Company exercises this option, the exercise price to be paid by the Company will be the greater of (1) the fair market value of East West Bank’s equity interest at the time the option is exercised, (2) five percent of the $15 million tax equity commitment and (3) East West Bank’s claim in liquidation determined using the hypothetical liquidation at book value method. The Groton Partnership is a Variable Interest Entity (VIE) under U.S. GAAP. The Company has determined that it is the primary beneficiary in the Groton Partnership for accounting purposes. The Company has considered the provisions within the financing-related agreements (including the limited liability company agreement for the Groton Partnership) which grant the Company power to manage and make decisions affecting the operations of the Groton Partnership. The Company considers the rights granted to East West Bank under the agreements to be more protective in nature than participatory. Therefore, the Company has determined under the power and benefits criterion of Accounting Standards Codification 810, Consolidations | |
Sale-Leaseback Accounting | Sale-Leaseback Accounting The Company, through certain wholly-owned subsidiaries, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power. Due to the Company not meeting criteria to account for the transfer of the project assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not derecognize the project assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. | |
Service Expense Recognition | Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. 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. 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 platforms. Under the terms of these service agreements, the power platform must meet a minimum operating output during the term. If the 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 records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized 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 and future operating plans for the power platform. 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 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 platform is no longer being maintained. | |
Research and Development Costs | Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreements 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. Costs incurred for customer-sponsored projects are recorded as cost of Advanced Technologies contract revenues in the Consolidated Statements of Operations and Comprehensive Loss. 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 and Comprehensive Loss. | |
Concentrations | 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, 2021, 2020 and 2019, our top customers accounted for 79%, 80% and 77%, respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2021, 2020 and 2019, respectively, are presented below. 2021 2020 2019 ExxonMobil Research and Engineering Company (EMRE) 29 % 32 % 40 % Connecticut Light and Power 20 % 17 % 11 % Korea Southern Power Company (KOSPO) 12 % — % — % U.S. Department of Energy (DOE) 8 % 9 % 6 % UIL Holdings Corporation 5 % 18 % 1 % Pfizer, Inc. 5 % 4 % 6 % Dominion Bridgeport Fuel Cell, LLC (a) — % — % 13 % Total 79 % 80 % 77 % (a) All of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC were acquired by the Company on May 9, 2019. As a result of this acquisition, revenue is now (subsequent to the acquisition) recognized under the related PPA for electricity sales to Connecticut Light and Power. | |
Derivatives | Derivatives We do not use derivatives for speculative or trading purposes. The Company has an interest rate swap that is adjusted to fair value on a quarterly basis. The fair value adjustment is based on Level 2 inputs including primarily the forward LIBOR curve available to swap dealers. The fair value methodology involves comparison of (i) the sum of the present value of all monthly variable rate payments based on a reset rate using the forward LIBOR curve and (ii) the sum of the present value of all monthly fixed rate payments on the notional amount which is equivalent to the outstanding principal amount of the loan. Refer to Note 14. “Debt and Financing Obligations” for further details. | |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. (“GAAP”) 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. Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), 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. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. | |
Foreign Currency Translation | Foreign Currency Translation The translation of the financial statements of FCE Korea Ltd., FCES GmbH and Versa Power Systems Ltd. results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity. Our Canadian subsidiary, FCE FuelCell Energy Ltd., is financially and operationally integrated and the functional currency is the U.S. dollar. We are also subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized net foreign currency transaction gains (losses) of $(0.9) million, $0.2 million and $(0.1) million for the years ended October 31, 2021, 2020 and 2019, respectively. These amounts have been included in Other (expense) income, net in the Consolidated Statements of Operations and Comprehensive Loss. | |
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Effective | Recently Adopted Accounting Guidance In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13 (ASU 2016-13), “Measurement of Credit Losses (Topic 326) on Financial Instruments,” which replaces the existing incurred impairment model for trade receivables with an expected loss model which requires the use of forward-looking information to calculate expected credit loss estimates. The Company adopted ASU 2016-13 as of November 1, 2020, which had no impact on the Company’s Consolidated Financial Statements. Recent Accounting Guidance Not Yet Effective There is no recent accounting guidance not yet effective that is expected to have a material impact on the Company’s financial statements when adopted. |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | |
Percent of customer consolidated revenues | The percent of consolidated revenues from each customer for the years ended October 31, 2021, 2020 and 2019, respectively, are presented below. 2021 2020 2019 ExxonMobil Research and Engineering Company (EMRE) 29 % 32 % 40 % Connecticut Light and Power 20 % 17 % 11 % Korea Southern Power Company (KOSPO) 12 % — % — % U.S. Department of Energy (DOE) 8 % 9 % 6 % UIL Holdings Corporation 5 % 18 % 1 % Pfizer, Inc. 5 % 4 % 6 % Dominion Bridgeport Fuel Cell, LLC (a) — % — % 13 % Total 79 % 80 % 77 % (a) All of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC were acquired by the Company on May 9, 2019. As a result of this acquisition, revenue is now (subsequent to the acquisition) recognized under the related PPA for electricity sales to Connecticut Light and Power. |
Accounts Receivable, Net and _2
Accounts Receivable, Net and Unbilled Receivables (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Accounts Receivable, Net and Unbilled Receivables | |
Schedule of Accounts Receivable, Net and Unbilled Receivables | Accounts receivable, net and unbilled receivables as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Commercial Customers: Amount billed $ 13,854 $ 7,329 Unbilled receivables (1) 7,175 7,063 21,029 14,392 Advanced Technologies (including U.S. government (2) Amount billed 876 2,234 Unbilled receivables 1,749 978 2,625 3,212 Accounts receivable, net and unbilled receivables $ 23,654 $ 17,604 (1) Additional long-term unbilled receivables of $11.6 million and $8.9 million are included within “Other Assets” as of October 31, 2021 and 2020, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2021 and 2020 were $2.3 million and $1.1 million, respectively. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Inventories | |
Components of Inventories | October 31, October 31, 2021 2020 Raw materials $ 25,968 $ 21,726 Work-in-process (1) 45,692 38,231 Inventories 71,660 59,957 Inventories - short-term (67,074) (50,971) Inventories - long-term (2) $ 4,586 $ 8,986 (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 project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2021 and 2020 was $39.7 million and $19.6 million, respectively, of completed standard components and modules . (2) Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for a specific project asset . |
Project Assets (Tables)
Project Assets (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Project Assets | |
Summary of Project Assets | Project assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, Estimated 2021 2020 Useful Life Project Assets - Operating $ 116,286 $ 99,351 5-20 years Accumulated depreciation (19,844) (28,818) Project Assets - Operating, net 96,442 70,533 Project Assets - Construction in progress 126,835 91,276 7-20 years Project Assets, net $ 223,277 $ 161,809 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Property, Plant and Equipment. | |
Schedule of property plant and equipment | Property, plant and equipment as of October 31, 2021 and 2020 consisted of the following (in thousands): Estimated 2021 2020 Useful Life Land $ 524 $ 524 — Building and improvements 20,865 20,395 10‑26 years Machinery, equipment and software 109,449 107,732 3‑8 years Furniture and fixtures 4,325 4,319 10 years Construction in progress 6,424 402 — 141,587 133,372 Accumulated depreciation (102,171) (97,041) Property, plant and equipment, net $ 39,416 $ 36,331 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Goodwill and Intangible Assets | |
Summary of Intangible Assets | The following tables summarize the Company’s intangible assets as of October 31, 2021 and 2020 (in thousands): As of October 31, 2021 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ — $ 9,592 Bridgeport PPA 12,320 (3,242) 9,078 Total $ 21,912 $ (3,242) $ 18,670 As of October 31, 2020 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ — $ 9,592 Bridgeport PPA 12,320 (1,945) 10,375 Total $ 21,912 $ (1,945) $ 19,967 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Other Current Assets | |
Schedule of Other Current Assets | Other current assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Advance payments to vendors (1) $ 4,005 $ 1,954 Prepaid expenses and other (2) 5,172 4,352 Other current assets $ 9,177 $ 6,306 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Primarily relates to other prepaid vendor expenses including insurance expense. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Other Assets | |
Schedule of Other Assets | Other assets as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Long-term stack residual value (1) $ 263 $ 890 Long-term unbilled receivables (2) 11,581 8,856 Other (3) 5,154 5,593 Other assets $ 16,998 $ 15,339 (1) Relates to estimated 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 unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date. (3) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms by the Company at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid as of October 31, 2021 and 2020 was $2.2 million. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of October 31, 2021 and 20 20 . |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Accrued Liabilities | |
Schedule of Accrued Liabilities | Accrued liabilities as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Accrued payroll and employee benefits $ 2,544 $ 4,461 Accrued product warranty cost (1) 72 97 Accrued service agreement and PPA costs (2) 9,112 7,037 Accrued legal, taxes, professional and other 4,371 4,086 Accrued liabilities $ 16,099 $ 15,681 (1) The decrease in accrued product warranty cost represents a reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for the years ended October 31, 2021 and 2020 was $0.03 million and $0.1 million, respectively. (2) Accrued service agreement costs represent loss accruals on service contracts of $6.5 million as of October 31, 2021, which increased from $5.5 million as of October 31, 2020. The increase is the result of a change in estimates regarding timing of future module exchanges. The accruals for performance guarantees on service agreements and PPAs increased from $1.4 million as of October 31, 2020 to $2.5 million as of October 31, 2021 . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Leases | |
Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities | As of October 31, 2021, undiscounted maturities of operating lease and finance lease liabilities are as follows (in thousands): Operating Leases Finance Leases 2021 $ 1,528 $ 54 2022 1,179 49 2023 867 12 2024 795 — 2025 767 — Thereafter 14,194 — Total undiscounted lease payments 19,330 115 Less imputed interest (10,205) (13) Total discounted lease payments $ 9,125 $ 102 |
Debt and Financing Obligations
Debt and Financing Obligations (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Debt and Financing Obligations | |
Schedule of Debt | Debt as of October 31, 2021 and 2020 consisted of the following (in thousands): October 31, October 31, 2021 2020 Orion Energy Partners Credit Facility $ — $ 80,000 Connecticut Green Bank Loan 4,800 4,800 Connecticut Green Bank Loan (Bridgeport Fuel Cell Project) 4,318 5,065 Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project) 7,465 9,549 Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project) 7,465 9,549 Finance obligation for sale-leaseback transactions 56,492 49,274 State of Connecticut Loan 8,622 9,454 Liberty Bank Promissory Note (PPP Note) — 6,515 Finance lease obligations 102 38 Deferred finance costs (1,556) (3,737) Unamortized debt discount — (5,152) Total debt and financing obligations $ 87,708 $ 165,355 Current portion of long-term debt and financing obligations (10,085) (21,366) Long-term debt and financing obligations $ 77,623 $ 143,989 |
Aggregate Annual Principal Payments under Loan Agreements and Finance Lease Obligations | Aggregate annual principal payments under our loan agreements and finance lease obligations for the years subsequent to October 31, 2021 are as follows (in thousands): Year 1 $ 10,489 Year 2 10,275 Year 3 10,352 Year 4 8,678 Year 5 4,988 Thereafter (1) 9,677 $ 54,459 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2021 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrant Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Stockholders' Equity and Warrant Liabilities | |
Schedule of Warrant Activity | The following table outlines the warrant activity during the fiscal years ended October 31, 2021 and October 31, 2020: Series C Orion Warrants Warrants Balance as of October 31, 2019 964,128 6,000,000 Warrants issued — 14,000,000 Warrants exchanged — (17,300,000) Balance as of October 31, 2020 964,128 2,700,000 Warrants issued — — Warrants exercised (14,026) (2,700,000) Balance as of October 31, 2021 950,102 — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Segment Information | |
Revenues By Geographic Area | Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2021, 2020 and 2019 were as follows (in thousands): 2021 2020 2019 United States $ 58,393 $ 67,750 $ 56,211 South Korea 8,161 2,059 2,686 England 143 25 1,496 Germany 2,658 414 359 Switzerland 230 623 — Total $ 69,585 $ 70,871 $ 60,752 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Benefit Plans | |
Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations and Comprehensive Loss | Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): 2021 2020 2019 Cost of revenues $ 493 $ 344 $ 593 General and administrative expense 3,593 1,424 1,865 Research and development expense 111 54 272 $ 4,197 $ 1,822 $ 2,730 |
Summary of RSA and RSU Activity | The following table summarizes our RSA and RSU activity for the year ended October 31, 2021: Restricted Stock Awards and Units Shares Weighted-Average Fair Value Outstanding as of October 31, 2020 2,067,140 $ 5.06 Granted - performance units 551,252 14.89 Granted - time-vesting restricted stock units 373,030 4.50 Vested (133,725) 9.42 Forfeited (314,156) 7.82 Outstanding as of October 31, 2021 2,543,541 $ 5.08 |
Summary of Stock Option Activity | The following table summarizes our stock option activity for the year ended October 31, 2021: Weighted- Average Options Option Shares Price Outstanding as of October 31, 2020 23,891 $ 91.23 Cancelled and forfeited (1,503) $ 285.12 Outstanding as of October 31, 2021 22,388 $ 78.21 |
Summary of Information about Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable as of October 31, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 - $38.76 13,192 5.8 $ 19.16 13,192 $ 19.16 $38.77 - $416.16 9,196 2.4 $ 162.92 9,196 $ 162.92 22,388 4.4 $ 78.21 22,388 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Income Taxes | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes for the years ended October 31, 2021, 2020, and 2019 were as follows (in thousands): 2021 2020 2019 U.S. $ (96,959) $ (85,865) $ (74,133) Foreign (4,064) (3,196) (3,326) Loss before income taxes $ (101,023) $ (89,061) $ (77,459) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate | The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 Statutory federal income tax rate (21.0) % (21.0) % (21.0) % Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (5.2) % (1.1) % (2.9) % Foreign withholding tax 0.2 % — % 0.1 % Net operating loss expiration, impairment and true-ups 3.6 % 129.2 % (1.3) % Nondeductible expenditures 1.9 % 1.4 % 0.2 % Change in tax rates (1.3) % (0.6) % (0.1) % Fair value adjustment on warrants 3.3 % 8.7 % — Other, net — % 1.1 % (0.3) % Deferred only adjustment 0.8 % 4.4 % — Valuation allowance 17.9 % (122.1) % 25.4 % Effective income tax rate 0.2 — % 0.1 % |
Schedule of Deferred Tax Assets and Liabilities | Our deferred tax assets and liabilities consisted of the following as of October 31, 2021 and 2020 (in thousands): 2021 2020 Deferred tax assets: Compensation and benefit accruals $ 7,891 $ 8,157 Bad debt and other allowances 1,081 1,574 Capital loss and tax credit carry-forwards 15,191 15,456 Net operating losses (domestic and foreign) 113,733 100,791 Deferred license revenue 1,885 2,093 Accumulated depreciation 12,379 9,759 Grant revenue 609 700 Excess business interest 9,695 5,544 Operating lease liabilities 2,211 2,387 Gross deferred tax assets: 164,675 146,461 Valuation allowance (160,530) (142,217) Deferred tax assets after valuation allowance 4,145 4,244 Deferred tax liability: In process research and development (2,510) (2,391) Right of use assets (1,964) (2,229) Net deferred tax liability $ (329) $ (376) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Loss Per Share | |
Calculation of Basic and Diluted Loss Per Share | The calculation of basic and diluted EPS for the years ended October 31, 2021, 2020 and 2019 was as follows (amounts in thousands, except share and per share amounts): 2021 2020 2019 Numerator Net loss attributable to FuelCell Energy, Inc. $ (101,055) $ (89,107) $ (77,568) Series A warrant exchange — — (3,169) Series B preferred stock dividends (3,200) (3,331) (3,231) Series C Preferred stock deemed dividends and redemption — — (6,522) Series D Preferred stock deemed dividends and redemption — — (9,755) Net loss attributable to common stockholders $ (104,255) $ (92,438) $ (100,245) Denominator Weighted average common shares outstanding - basic 334,742,346 221,960,288 55,081,266 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 334,742,346 221,960,288 55,081,266 Net loss to common stockholders per share - basic $ (0.31) $ (0.42) $ (1.82) Net loss to common stockholders per share - diluted (1) $ (0.31) $ (0.42) $ (1.82) (1) Due to the net loss to common stockholders 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. As of October 31, 2021, 2020 and 2019, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: |
Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation | As of October 31, 2021, 2020 and 2019, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, October 31, October 31, 2021 2020 2019 Orion Warrants — 2,700,000 6,000,000 May 2017 Offering - Series C Warrants 950,102 964,114 964,114 Outstanding options to purchase common stock 22,388 23,891 24,927 Unvested Restricted Stock Awards — 538 24,574 Unvested Restricted Stock Units 2,543,541 2,066,602 166,541 5% Series B Cumulative Convertible Preferred Stock 37,837 37,837 37,837 Series 1 Preferred Shares to satisfy conversion requirements — — 1,264 Total potentially dilutive securities 3,553,868 5,792,982 7,219,257 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Restricted Cash. | |
Summary of Allocation of Restricted Cash | Refer to Note 14. “Debt and Financing Obligations” for additional information on the release of the restricted cash under the Orion Facility. The allocation of restricted cash is as follows (in thousands): October 31, October 31, 2021 2020 Cash Restricted for Outstanding Letters of Credit (1) $ 6,478 $ 6,543 Cash Restricted for PNC Sale-Leaseback Transactions (2) 5,514 15,125 Cash Restricted for Crestmark Sale-Leaseback Transactions (3) 2,887 431 Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves (4) 11,937 7,549 Orion Facility - Reserves and Project Proceeds Account (5) — 11,193 Other 1,183 1,344 Total Restricted Cash 27,999 42,185 Restricted Cash and Cash Equivalents - Short-Term (6) (11,268) (9,233) Restricted Cash and Cash Equivalents - Long-Term $ 16,731 $ 32,952 (1) Letters of credit outstanding as of October 31, 2021 expire on various dates through August 2028. (2) Long and short-term reserve that is to be used primarily to fund future module exchanges for operating projects falling under the PNC sale leaseback obligations. The decrease in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of the Company’s performance in completing certain module exchanges resulting in cash being unrestricted. (3) Long and short-term reserve that is to be used primarily to fund future module exchanges and other performance obligations. The increase in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of additional cash reserved for the San Bernardino sale-leaseback transaction with Crestmark which was entered into on August 25, 2021. (4) Long and short-term reserves for the Bridgeport Fuel Cell Park Project to fund future module exchanges and other performance requirements. (5) Reserves relating to the Orion Facility were released upon the repayment of the Orion Facility. (6) Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Supplemental Cash Flow Information | |
Schedule of Cash Flow, Supplemental Disclosures | The following represents supplemental cash flow information, including amounts effectively settled as described in Note 3. “Acquisitions” (dollars in thousands): Year Ended October 31, 2021 2020 2019 Cash interest paid $ 5,765 $ 8,376 $ 4,091 Income taxes paid 6 2 48 Noncash financing and investing activity: Noncash reclassification between inventory and project assets 7,052 1,152 — Acquisition of project assets — — 16,704 Series C Preferred stock conversions — — 15,491 Series C preferred share modification — — (6,047) Series D preferred share conversions — — 31,183 Director stock compensation 275 104 102 Reclassification of value of executive share-based compensation — 434 — Addition of operating lease liabilities 1,459 899 — Addition of operating lease right-of-use assets 1,459 899 — Cashless warrant exercises — 25,994 — Reclassification to equity of warrant liability for warrant exercises 21,170 9,783 — Accrued purchase of fixed assets, cash paid to be paid in subsequent period 1,537 39 71 Accrued purchase of project assets, cash to be paid in subsequent period 6,707 502 222 |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Thousands, $ in Millions | Jun. 11, 2021USD ($) | Dec. 07, 2020USD ($) | Jun. 14, 2019USD ($) | May 08, 2019shares | Aug. 31, 2022 | Aug. 31, 2021USD ($)MW | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($)shares | Oct. 31, 2021USD ($)shares | Oct. 31, 2020USD ($)shares | Jun. 10, 2021shares | Oct. 31, 2021USD ($)shares | Oct. 31, 2020USD ($)shares | Oct. 31, 2019USD ($)shares | Apr. 08, 2021shares | Apr. 07, 2021shares | Dec. 17, 2020USD ($) | Dec. 17, 2020CAD ($) | May 11, 2020shares | May 10, 2020shares | Nov. 01, 2019USD ($) | May 07, 2019shares | Oct. 31, 2018shares |
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents, unrestricted | $ 432,213 | $ 149,867 | $ 432,213 | $ 149,867 | |||||||||||||||||||
Underwritten offering shares | shares | 25,000,000 | ||||||||||||||||||||||
Net proceeds from underwriting shares after deducting underwriting discounts and commissions | $ 156,400 | ||||||||||||||||||||||
Unrestricted cash | $ 47,500 | $ 47,500 | |||||||||||||||||||||
Redeemable noncontrolling interests | $ 3,030 | $ 3,030 | |||||||||||||||||||||
Stockholders' Equity Reverse Stock Split | 1-for-12 reverse stock split | ||||||||||||||||||||||
Reverse stock split, conversion ratio | 0.084 | ||||||||||||||||||||||
Common stock, shares outstanding | shares | 15,284,269 | 366,618,693 | 294,706,758 | 366,618,693 | 294,706,758 | 183,411,230 | |||||||||||||||||
Common stock, shares authorized | shares | 225,000,000 | 500,000,000 | 337,500,000 | 500,000,000 | 337,500,000 | 500,000,000 | 337,500,000 | 337,500,000 | 225,000,000 | ||||||||||||||
Preferred stock, shares authorized | shares | 250,000 | ||||||||||||||||||||||
Payment of milestone based amount | $ 10,000 | ||||||||||||||||||||||
Project represented value of contract | $ 10,000 | ||||||||||||||||||||||
Extended Product Warranty Description | We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. | ||||||||||||||||||||||
Extended product warranty period after shipment | 15 months | ||||||||||||||||||||||
Extended product warranty period after acceptance of products | 12 months | ||||||||||||||||||||||
Impairment of goodwill | $ 0 | $ 0 | 0 | ||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (900) | 200 | $ (100) | ||||||||||||||||||||
Operating lease liability | $ 9,125 | 9,125 | $ 10,100 | ||||||||||||||||||||
Operating lease right-of-use assets, net | 8,109 | $ 10,098 | 8,109 | 10,098 | $ 10,300 | ||||||||||||||||||
Variable interest entity ("VIE") | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents, unrestricted | 1,364 | $ 0 | $ 1,364 | $ 0 | |||||||||||||||||||
Sales Revenue Net Member | Customer Concentration Risk Member | Top Customers [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Significant customer revenue percentage | 79.00% | 80.00% | 77.00% | ||||||||||||||||||||
Unspecific Upgrade [member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Revenues | $ 800 | ||||||||||||||||||||||
Joint Development Agreementsii [member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Proceeds from License Fees Received | $ 4,000 | ||||||||||||||||||||||
East West Bank Partnership Flip Transaction | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Capacity of plant | MW | 7.4 | ||||||||||||||||||||||
Period after which entity has an option to acquire all of the equity interests | 5 years 6 months | ||||||||||||||||||||||
Percentage of contributed amount payable by the company | 101.00% | ||||||||||||||||||||||
Percentage of tax equity commitment payable | 5.00% | ||||||||||||||||||||||
Tax Equity Financing Commitment | $ 15,000 | ||||||||||||||||||||||
East West Bank Partnership Flip Transaction | Variable interest entity ("VIE") | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Net assets | $ 3,000 | $ 3,000 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Stock issued during period shares new issues | shares | 69,074,573 | 86,307,932 | 119,128,677 | ||||||||||||||||||||
Common stock, shares outstanding | shares | 366,618,693 | 294,706,758 | 366,618,693 | 294,706,758 | 193,608,684 | 7,972,686 | |||||||||||||||||
Common Stock [Member] | At Market Issuance Sales Agreement [Member] | Jefferies LLC [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Aggregate offering price | $ 500,000 | ||||||||||||||||||||||
Stock issued during period shares new issues | shares | 44,100,000 | 28,300,000 | 0 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 377,200 | $ 70,100 | |||||||||||||||||||||
Net proceeds from issuance of common stock | 369,700 | ||||||||||||||||||||||
Common stock, shares reserved for issuance | shares | 0 | ||||||||||||||||||||||
Sale agreement, common stock, value, available for issuance | $ 122,800 | $ 122,800 | |||||||||||||||||||||
Enbridge Inc. [Member] | Series 1 Preferred Shares [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Related Party Transaction, Due from (to) Related Party | $ 21,500 | $ 27.4 | |||||||||||||||||||||
Sr. Secured Debt [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Settlement of outstanding principal payment and interest | $ 87,300 | ||||||||||||||||||||||
Unrestricted cash | $ 11,200 | ||||||||||||||||||||||
Liberty Bank Promissory Note (PPP Note) [Member] | |||||||||||||||||||||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 6,500 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Significant Accounting Policies - Percent of Customer Consolidated Revenues (Details) - Sales Revenue Net Member - Customer Concentration Risk Member | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Exxon Mobile Research And Engineering Company [member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 29.00% | 32.00% | 40.00% |
Connecticut Light And Power. [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 20.00% | 17.00% | 11.00% |
Korea Southern Power Company [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 12.00% | ||
US Department Of Energy. [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 8.00% | 9.00% | 6.00% |
UIL Holding Corporation [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 5.00% | 18.00% | 1.00% |
Pfizer, Inc. [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 5.00% | 4.00% | 6.00% |
Dominion Bridgeport Fuel Cell, LLC [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Significant customer revenue percentage | 13.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Contract asset | $ 20.5 | $ 16.9 |
Contract liability | 36.7 | 41.9 |
Transferred to accounts receivable | 5.2 | 5.9 |
Service Agreements [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligations | 125.9 | |
Licensing Agreements [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligations | 22.2 | |
Advanced Technologies Contracts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligations | 40.8 | |
Posco Energy [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ 22.2 | $ 22.2 |
Acquisition (Details)
Acquisition (Details) $ in Thousands | May 09, 2019USD ($)MW | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||
Restricted cash | $ 27,999 | $ 42,185 | |
Bridgeport Fuel Cell, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, cash purchase price | $ 35,500 | ||
Working capital post-closing adjustment for purchase price | 1,000 | ||
Purchase price, estimated working capital adjustment | 600 | ||
Accounts receivable | 2,700 | ||
Accrued performance guarantees | 1,300 | ||
Unbilled receivables | 15,300 | ||
Assets acquired, fuel cell power plants installation | 38,800 | ||
Assets acquired, power purchase agreement | 12,300 | ||
Gain or loss recorded for pre-existing service agreement | $ 0 | ||
Remaining amortization period | 10 years | ||
Bridgeport Fuel Cell, LLC [Member] | Project Assets [Member] | Balance Of Plant Assets | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 15 years | ||
Bridgeport Fuel Cell, LLC [Member] | Project Assets [Member] | Minimum [Member] | Fuel Cell Modules | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 1 year | ||
Bridgeport Fuel Cell, LLC [Member] | Project Assets [Member] | Maximum [Member] | Fuel Cell Modules | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 7 years | ||
Bridgeport Fuel Cell, LLC [Member] | CONNECTICUT | |||
Business Acquisition [Line Items] | |||
Capacity Of Plant | MW | 14.9 | ||
Plant operation period | 2013-12 | ||
Bridgeport Fuel Cell Project [Member] | |||
Business Acquisition [Line Items] | |||
Restricted cash | $ 15,000 |
Tax Equity Financing (Details)
Tax Equity Financing (Details) - East West Bank Partnership Flip Transaction $ in Thousands | Aug. 04, 2021USD ($) | Aug. 31, 2021USD ($)MW | Oct. 31, 2021USD ($) |
Tax Equity Financing | |||
Capacity of plant | MW | 7.4 | ||
Tax equity financing commitment | $ 15,000 | ||
Initial draw | $ 3,000 | ||
Closing costs | $ 800 | ||
Remaining amount of draw | $ 12,000 | ||
Net income attributable to redeemable noncontrolling interest | $ (30) | ||
Percentage reflecting conditional withdrawal for loss attributable to non controlling interest | 1.00% | ||
Percentage of cash and tax allocations to be received | 95.00% |
Accounts Receivable, Net and _3
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | |
Accounts Receivable, Net and Unbilled Receivables | |||
Amount billed | $ 13,854 | $ 7,329 | |
Unbilled receivables | [1] | 7,175 | 7,063 |
Commercial customers accounts receivable | 21,029 | 14,392 | |
Advanced Technologies including U.S. government, Amount billed | 876 | 2,234 | |
Advanced Technologies including U.S. government, Unbilled receivables | 1,749 | 978 | |
Advanced Technologies including U.S. government, Accounts receivable | 2,625 | 3,212 | |
Accounts receivable, net and unbilled receivables | $ 23,654 | $ 17,604 | |
[1] | Additional long-term unbilled receivables of $11.6 million and $8.9 million are included within “Other Assets” as of October 31, 2021 and 2020, respectively. |
Accounts Receivable, Net and _4
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Parenthetical) (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Additional long-term unbilled receivables | [1] | $ 7,175 | $ 7,063 |
Government [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
U.S. government accounts receivable, including unbilled receivables | 2,300 | 1,100 | |
Other Assets [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Additional long-term unbilled receivables | $ 11,600 | $ 8,900 | |
[1] | Additional long-term unbilled receivables of $11.6 million and $8.9 million are included within “Other Assets” as of October 31, 2021 and 2020, respectively. |
Accounts Receivable, Net and _5
Accounts Receivable, Net and Unbilled Receivables - Additional Information (Details) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Accounts Receivable, Net and Unbilled Receivables | ||
Allowance for doubtful accounts receivable, current | $ 0 | $ 0 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | |
Inventories | |||
Raw materials | $ 25,968 | $ 21,726 | |
Work-in-process | [1] | 45,692 | 38,231 |
Inventories | 71,660 | 59,957 | |
Inventories - short-term | (67,074) | (50,971) | |
Inventories - long-term | [2] | $ 4,586 | $ 8,986 |
[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 project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2021 and 2020 was $39.7 million and $19.6 million, respectively, of completed standard components and modules . | ||
[2] | Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for a specific project asset . |
Inventories - Components of I_2
Inventories - Components of Inventories (Parenthetical) (Details) - USD ($) $ in Millions | Oct. 31, 2021 | Oct. 31, 2020 |
Inventories | ||
Completed standard component and modules | $ 39.7 | $ 19.6 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Costs of Revenues [Member] | ||
Inventory [Line Items] | ||
Excess plant capacity and manufacturing variances cost incurred | $ 6.3 | $ 8.4 |
Project Assets - Summary of Pro
Project Assets - Summary of Project Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Project Assets [Line Items] | ||
Accumulated depreciation | $ (19,844) | $ (28,818) |
Project Assets - Operating, net | 96,442 | 70,533 |
Project Assets, net | 223,277 | 161,809 |
Project Assets - Operating [Member] | ||
Project Assets [Line Items] | ||
Project Assets, gross | $ 116,286 | 99,351 |
Project Assets - Operating [Member] | Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 5 years | |
Project Assets - Construction in progress [Member] | ||
Project Assets [Line Items] | ||
Project Assets, gross | $ 126,835 | $ 91,276 |
Project Assets - Construction in progress [Member] | Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 7 years | |
Project Assets BOP And Site Construction [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 20 years | |
Project Assets Modules [Member] | Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 4 years | |
Project Assets Modules [Member] | Maximum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 7 years |
Project Assets - Additional Inf
Project Assets - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2020USD ($) | Dec. 31, 2018projectMW | Jul. 31, 2017projectMW | Oct. 31, 2021USD ($)MW | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2021USD ($)project | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | |
Project Assets [Line Items] | |||||||||
Number of project assets | 9 | 8 | |||||||
Total number of projects | project | 3 | ||||||||
Sale leaseback transaction, net book value | $ 96,400 | $ 70,500 | $ 96,400 | $ 70,500 | |||||
Long-term project assets construction in progress | 126,800 | 91,300 | 126,800 | 91,300 | |||||
PPA assets construction in progress | 0 | 4,800 | 0 | 4,800 | |||||
Purchase price of equipment under lease | $ 8,800 | ||||||||
Project asset depreciation | 13,700 | 12,900 | $ 6,800 | ||||||
Impairment of property, plant and equipment and project assets | 5,024 | 2,417 | $ 20,360 | ||||||
Long Term Project Assets | 223,277 | 161,809 | 223,277 | $ 161,809 | |||||
Power Purchase Agreement | NEW YORK | |||||||||
Project Assets [Line Items] | |||||||||
Total number of projects | project | 3 | ||||||||
Total Power to be purchased | MW | 39.8 | ||||||||
Number of projects executed | project | 1 | ||||||||
Power purchased | MW | 7.4 | ||||||||
Number of projects not executed | project | 2 | ||||||||
impairment charges | 1,800 | ||||||||
Triangle Street Project [Member] | |||||||||
Project Assets [Line Items] | |||||||||
Project assets estimated useful life | 5 years | ||||||||
Impairment of property, plant and equipment and project assets | $ 2,400 | ||||||||
impairment charges | 400 | $ 14,400 | |||||||
Long Term Project Assets | $ 5,600 | 5,600 | |||||||
Bolthouse Farms Project [Member] | |||||||||
Project Assets [Line Items] | |||||||||
impairment charges | $ 3,100 | ||||||||
Toyota Project [Member] | |||||||||
Project Assets [Line Items] | |||||||||
Power capacity under construction phase | MW | 2.3 | ||||||||
impairment charges | $ 2,800 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 141,587 | $ 133,372 |
Accumulated depreciation | (102,171) | (97,041) |
Property Plant And Equipment Net | 39,416 | 36,331 |
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 | $ 20,865 | 20,395 |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 26 years | |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 109,449 | 107,732 |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 8 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,325 | 4,319 |
Estimated Useful Life | 10 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,424 | $ 402 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Property, Plant and Equipment. | |||
Impairment of construction in process assets | $ 2,800 | ||
Impairment of property, plant and equipment | $ 0 | $ 0 | |
Depreciation | $ 4,900 | $ 5,100 | $ 4,900 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 4,075 | $ 4,075 | |
Intangible assets, net | 18,670 | 19,967 | |
Amortization expenses | 1,300 | ||
Impairment of goodwill | 0 | 0 | $ 0 |
Versa Acquisition [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | 4,100 | 4,100 | |
Intangible assets, net | 18,700 | 20,000 | |
Bridgeport Fuel Cell, LLC [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expenses | $ 1,300 | $ 1,300 | $ 600 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 21,912 | $ 21,912 |
Accumulated Amortization | (3,242) | (1,945) |
Net Amount | 18,670 | 19,967 |
Bridgeport PPA [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 12,320 | 12,320 |
Accumulated Amortization | (3,242) | (1,945) |
Net Amount | 9,078 | 10,375 |
In Process Research And Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 9,592 | 9,592 |
Net Amount | $ 9,592 | $ 9,592 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | |
Other Current Assets | |||
Advance payments to vendors | [1] | $ 4,005 | $ 1,954 |
Prepaid expenses and other | [2] | 5,172 | 4,352 |
Other current assets | $ 9,177 | $ 6,306 | |
[1] | Advance payments to vendors relate to payments for inventory purchases ahead of receipt. | ||
[2] | Primarily relates to other prepaid vendor expenses including insurance expense. |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Other Assets | ||
Long-term stack residual value | $ 263 | $ 890 |
Long-term unbilled receivables | 11,581 | 8,856 |
Other | 5,154 | 5,593 |
Other assets | $ 16,998 | $ 15,339 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Assets (Parenthetical) (Details) $ in Millions | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) | Jun. 29, 2016customer |
Other Assets | |||
Number of customers under agreement | customer | 1 | ||
Contractual Obligation | $ | $ 2.2 | $ 2.2 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Accrued Liabilities | ||
Accrued payroll and employee benefits | $ 2,544 | $ 4,461 |
Accrued product warranty cost | 72 | 97 |
Accrued service agreement and PPA costs | 9,112 | 7,037 |
Accrued legal, taxes, professional and other | 4,371 | 4,086 |
Accrued liabilities | $ 16,099 | $ 15,681 |
Schedule of Accrued Liabiliti_2
Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Schedule Of Accrued Liabilities [Line Items] | ||
Product warranty accrual, payment and adjustments | $ 30 | $ 100 |
Loss reserve on service agreements | 6,500 | 5,500 |
Bridgeport Fuel Cell Project [Member] | ||
Schedule Of Accrued Liabilities [Line Items] | ||
Reserve for performance guarantees | $ 2,500 | $ 1,400 |
Leases - Additional Information
Leases - Additional Information (Details) | Aug. 25, 2021USD ($)MW | Feb. 11, 2020USD ($)MW | Oct. 31, 2021USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Nov. 01, 2019USD ($) |
Lessee Lease Description [Line Items] | |||||||
Operating lease ROU asset | $ 8,109,000 | $ 8,109,000 | $ 10,098,000 | $ 10,300,000 | |||
Operating lease liability | 9,125,000 | 9,125,000 | 10,100,000 | ||||
Accumulated deficit | (1,265,251,000) | (1,265,251,000) | (1,164,196,000) | $ 0 | |||
Finance lease ROU assets | $ 100,000 | $ 100,000 | $ 40,000 | ||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net | Property, plant and equipment, net | ||||
Finance lease, liability | $ 102,000 | $ 102,000 | $ 38,000 | ||||
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Current portion of long-term debt, Long-term debt and other liabilities | Current portion of long-term debt, Long-term debt and other liabilities | Current portion of long-term debt, Long-term debt and other liabilities | ||||
Operating lease expense | $ 1,545,000 | $ 1,451,000 | |||||
Operating lease, weighted average remaining lease term | 20 years | 20 years | |||||
Operating lease, weighted average discount rate | 8.15% | 8.15% | |||||
Operating lease, payments | $ 1,226,000 | 1,016,000 | |||||
Purchase price | $ 141,587,000 | 141,587,000 | 133,372,000 | ||||
Remaining lease payments due | $ 5,300,000 | ||||||
Crestmark Sale-Leaseback Transaction | |||||||
Lessee Lease Description [Line Items] | |||||||
Capacity of plant | MW | 1.4 | ||||||
Sale of plant | $ 5,300,000 | ||||||
Purchase price | $ 10,200,000 | ||||||
Power purchase agreement term | 20 years | ||||||
Initial term of lease | 10 years | ||||||
Down payment and initial rental payment under lease | $ 2,200,000 | ||||||
Reserve for Debt Service and Future Module Replacement | $ 2,500,000 | ||||||
Purchase and Sale Agreement [Member] | Central CA Fuel Cell 2, LLC [Member] | Crestmark Sale-Leaseback Transaction [Member] | Tulare BioMAT [Member] | CANADA | |||||||
Lessee Lease Description [Line Items] | |||||||
Capacity of plant | MW | 2.8 | ||||||
Sale of plant | $ 14,400,000 | ||||||
Initial term of lease | 10 years | ||||||
Down payment and initial rental payment under lease | $ 2,900,000 | ||||||
Monthly lease payments due | 100,000 | ||||||
Remaining lease payments due | $ 9,300,000 | $ 7,700,000 | $ 8,600,000 | ||||
Computer and Office Equipment and Manufacturing Facilities [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating lease, rent expense | $ 1,000,000 | ||||||
Minimum [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating and finance lease, remaining lease term | 1 year | ||||||
Maximum [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating and finance lease, remaining lease term | 26 years |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | Nov. 01, 2019 |
Operating Leases | |||
2021 | $ 1,528 | ||
2022 | 1,179 | ||
2023 | 867 | ||
2024 | 795 | ||
2025 | 767 | ||
Thereafter | 14,194 | ||
Total undiscounted lease payments | 19,330 | ||
Less imputed interest | 10,205 | ||
Total discounted lease payments | 9,125 | $ 10,100 | |
Finance Leases | |||
2021 | 54 | ||
2022 | 49 | ||
2023 | 12 | ||
Total undiscounted lease payments | 115 | ||
Less imputed interest | 13 | ||
Total discounted lease payments | $ 102 | $ 38 | |
Finance Lease Liability Statement Of Financial Position Extensible List | Debt Current, Other Liabilities Noncurrent | Debt Current, Other Liabilities Noncurrent |
Debt and Financing Obligation_2
Debt and Financing Obligations - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance lease, liability | $ 102 | $ 38 |
Finance Lease Liability Statement Of Financial Position Extensible List | Debt Current, Other Liabilities Noncurrent | Debt Current, Other Liabilities Noncurrent |
Deferred finance costs | $ (1,556) | $ (3,737) |
Unamortized debt discount | (5,152) | |
Total debt and financing obligations | 87,708 | 165,355 |
Current portion of long-term debt and financing obligations | (10,085) | (21,366) |
Long-term debt and financing obligations | 77,623 | 143,989 |
Orion Energy Partners Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 80,000 | |
Connecticut Green Bank Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 4,800 | 4,800 |
Connecticut Green Bank Loan (Bridgeport Fuel Cell Project) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 4,318 | 5,065 |
Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 7,465 | 9,549 |
Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 7,465 | 9,549 |
Finance Obligation for Sale-Lease Back Transactions [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 56,492 | 49,274 |
State of Connecticut [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 8,622 | 9,454 |
Liberty Bank Promissory Note (PPP Note) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 6,515 |
Debt and Financing Obligation_3
Debt and Financing Obligations - Aggregate Annual Principal Payments under Loan Agreements and Finance Lease Obligations (Details) $ in Thousands | Oct. 31, 2021USD ($) | |
Debt and Financing Obligations | ||
Year 1 | $ 10,489 | |
Year 2 | 10,275 | |
Year 3 | 10,352 | |
Year 4 | 8,678 | |
Year 5 | 4,988 | |
Thereafter | 9,677 | [1] |
Debt and Finance Leases, Future Minimum Payments Due | $ 54,459 | |
[1] | The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2021 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Debt and Financing Obligation_4
Debt and Financing Obligations - Additional Information (Details) | Feb. 11, 2021USD ($) | Dec. 17, 2020USD ($) | Dec. 07, 2020USD ($) | Nov. 30, 2020USD ($) | Nov. 22, 2019USD ($)$ / sharesMWshares | May 09, 2019USD ($)MW | Feb. 28, 2021USD ($) | Jan. 31, 2019USD ($)position | Oct. 31, 2015USD ($)position | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Jan. 31, 2020shares | Dec. 31, 2019USD ($) | May 16, 2019 | Feb. 06, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit, discount | $ 5,152,000 | ||||||||||||||||
Class of warrants or rights exercised | shares | 12,000,000 | ||||||||||||||||
Class of warrants or rights issued value | $ 3,900,000 | ||||||||||||||||
Interest expense | $ 7,363,000 | $ 15,294,000 | $ 10,623,000 | ||||||||||||||
Prepayment penalties | $ 4,000,000 | ||||||||||||||||
Sale-leaseback Arrangements with PNC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Purchase right percentage of projected assets at fair market value | 31.00% | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of aggregate principal amount on discount | 2.50% | ||||||||||||||||
Percentage of cash interest paid | 9.90% | ||||||||||||||||
Percentage of payment-in-kind interest | 2.05% | ||||||||||||||||
Class of warrants or rights issued value | $ 3,900,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Senior Secured Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit | 200,000,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Drew down to fully repay debt outstanding | 14,500,000 | ||||||||||||||||
Long-term line of credit after discount | 14,100,000 | ||||||||||||||||
Long-term line of credit, discount | $ 400,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.310 | ||||||||||||||||
Debt instrument term | 7 years | ||||||||||||||||
Quarterly payment payable date | Oct. 31, 2027 | ||||||||||||||||
Administrative fee | $ 100,000 | ||||||||||||||||
Debt instrument, description | Outstanding principal under the Orion Facility was to be amortized on a straight-line basis over a seven-year term with the initial payment due 21 business days after the end of the first quarter of fiscal year 2021. The maturity date of the Orion Facility was October 31, 2027. The Orion Facility contained an administrative fee of $0.1 million per year paid on a quarterly basis and also included a prepayment premium of up to 35%. Such prepayment fee was to be reduced over time based on the aggregate amount of principal and interest paid. | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number Of Securities Called By Warrants | shares | 6,000,000 | ||||||||||||||||
Percentage of premium prepaid amount | 35.00% | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Drew down to fully repay debt outstanding | $ 65,500,000 | ||||||||||||||||
Long-term line of credit after discount | 63,900,000 | ||||||||||||||||
Long-term line of credit, discount | $ 1,600,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Exercise Price 0.242 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.242 | ||||||||||||||||
Class of warrants or rights exercised | shares | 8,000,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Exercise Price 0.620 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.620 | ||||||||||||||||
Class of warrants or rights exercised | shares | 6,000,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Groton Project [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capacity of plant | MW | 7.4 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | LIPA Yaphank Solid Waste Management Project [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capacity of plant | MW | 7.4 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Tulare BioMAT [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capacity of plant | MW | 2.8 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrants or rights issued | shares | 14,000,000 | ||||||||||||||||
Orion Credit Agreement [Member] | Second Funding [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit agreement requires to establish debt reserve | $ 5,000,000 | ||||||||||||||||
Orion Credit Agreement [Member] | Secondary Facility Loans[Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit agreement to establish additional covenants expired unused | 35,000,000 | ||||||||||||||||
Orion Credit Agreement [Member] | Fifth Orion Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Agreed to pay option premium in exchange for loan commitment | 1,000,000 | ||||||||||||||||
Connecticut Green Bank Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,800,000 | $ 3,000,000 | |||||||||||||||
Debt instrument, interest rate, stated percentage rate | 8.00% | ||||||||||||||||
Long-term line of credit | $ 4,800,000 | ||||||||||||||||
Connecticut Green Bank Notes [Member] | Groton Commitment Letter [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Subordinated project term loan | $ 5,000,000 | ||||||||||||||||
Subordinated Credit Agreement [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capacity of plant | MW | 14.9 | ||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 8.00% | ||||||||||||||||
Long-term line of credit | $ 4,300,000 | ||||||||||||||||
Proceeds from long-term lines of credit | $ 6,000,000 | ||||||||||||||||
Debt instrument, covenant terms | On May 9, 2019, in connection with the closing of the purchase of the membership interests of Bridgeport Fuel Cell, LLC (“BFC”) (and the 14.9 MW Bridgeport Fuel Cell Project), BFC entered into a subordinated credit agreement with the Connecticut Green Bank whereby Connecticut Green Bank provided financing in the amount of $6.0 million (the “Subordinated Credit Agreement”). This $6.0 million consisted of $1.8 million in incremental funding that was received by BFC and $4.2 million of funding previously received by FuelCell Energy, Inc. with respect to which BFC became the primary obligor. As security for the Subordinated Credit Agreement, Connecticut Green Bank received a perfected lien, subordinated and second in priority to the liens securing the $25.0 million loaned under the BFC Credit Agreement (as defined below), in all of the same collateral securing the BFC Credit Agreement. The interest rate under the Subordinated Credit Agreement is 8% per annum. Principal and interest are due monthly in amounts sufficient to fully amortize the loan over an 84-month period ending in May 2026. The Subordinated Credit Agreement contains a debt coverage ratio which is required to be maintained and may not be less than 1.10 as of the end of each fiscal quarter, beginning with the quarter ended July 31, 2020. The balance under the Subordinated Credit Agreement as of October 31, 2021 was $4.3 million. | ||||||||||||||||
Subordinated Credit Agreement [Member] | Minimum [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt service coverage ratio | 1.10% | ||||||||||||||||
Subordinated Credit Agreement [Member] | Incremental Funding | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from long-term lines of credit | $ 1,800,000 | ||||||||||||||||
Subordinated Credit Agreement [Member] | Incremental Funding [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from long-term lines of credit | 4,200,000 | ||||||||||||||||
Subordinated Credit Agreement [Member] | Senior Term Loan [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Liens securing senior term loan amount | $ 25,000,000 | ||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | May 9, 2025 | ||||||||||||||||
Interest rate description | The interest rate under the BFC Credit Agreement fluctuates monthly at the 30-day LIBOR rate plus 275 basis points. | ||||||||||||||||
Debt instrument, interest rate basis term | 30 days | ||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Interest Rate Swap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Net interest rate | 5.09% | ||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Fair Value, Inputs, Level 2 | Interest Rate Swap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value adjustments, charge | $ (500,000) | (300,000) | $ 600,000 | ||||||||||||||
Fair value interest rate | 500,000 | 900,000 | |||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Fifth Third Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Operation and module replacement reserve to be deposited per month | $ 100,000 | ||||||||||||||||
Credit Agreement | Bridgeport Fuel Cell, LLC [Member] | Bridgeport Loans [Member] | Fifth Third Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from long-term lines of credit | $ 12,500,000 | ||||||||||||||||
Credit Agreement | Bridgeport Fuel Cell, LLC [Member] | Bridgeport Loans [Member] | Liberty Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from long-term lines of credit | $ 12,500,000 | ||||||||||||||||
Credit Agreement | Minimum [Member] | Bridgeport Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt service coverage ratio | 1.20% | ||||||||||||||||
Finance Obligations for Sale Leaseback Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Future payments included in financing obligation for the remaining lease | $ 34,800,000 | ||||||||||||||||
Finance Obligations for Sale Leaseback Agreements [Member] | PNC Energy Capital, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit | 56,500,000 | 49,300,000 | |||||||||||||||
State of Connecticut [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 15 years | ||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 2.00% | ||||||||||||||||
Long-term line of credit | $ 8,622,000 | $ 9,454,000 | |||||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | $ 10,000,000 | |||||||||||||||
Debt instrument, payment terms, period principal payments are deferred | 4 years | ||||||||||||||||
Debt instrument, date of first required payment | Dec. 1, 2019 | ||||||||||||||||
Loans Forgiveness Terms | if the Company created 165 full-time positions and retained 538 full-time positions for two consecutive years (the “Employment Obligation”) as measured on October 28, 2017 (the “Target Date”). The Assistance Agreement was subsequently amended in April 2017 to extend the Target Date by two years to October 28, 2019. | ||||||||||||||||
Debt instrument period for deferment of principal and interest payments | 3 months | ||||||||||||||||
State of Connecticut [Member] | Employment Obligation [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of full time positions required to be created | position | 165 | ||||||||||||||||
Number of full time positions required to be retained | position | 538 | ||||||||||||||||
State of Connecticut [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amount of loan forgiveness | $ 5,000,000 | ||||||||||||||||
State of Connecticut [Member] | Second Amendment [Member] | Employment Obligation [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of minimum full time positions required to be maintained | position | 538 | ||||||||||||||||
Number of consecutive months maintain full time positions | 24 months | ||||||||||||||||
Additional number of full time positions required to be create | position | 91 | ||||||||||||||||
Additional credits to be earned | $ 2,000,000 | ||||||||||||||||
Target date of job audit | 90 days | ||||||||||||||||
Principal payable number of employee under employee obligation target | $ 18,587.36 | ||||||||||||||||
Liberty Bank Promissory Note (PPP Note) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit | $ 6,515,000 | ||||||||||||||||
Repayments Of Debt | $ 6,500,000 | ||||||||||||||||
Liberty Bank Promissory Note (PPP Note) [Member] | Liberty Bank [Member] | CARES Act [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Apr. 16, 2022 | ||||||||||||||||
Debt instrument, interest rate, stated percentage rate range | 1.00% | ||||||||||||||||
Debt instrument, collateral or guarantees | The Company did not provide any collateral or guarantees for the PPP Note, nor did the Company pay any facility charge to obtain the PPP Note. | ||||||||||||||||
Prepayment penalties | $ 0 | ||||||||||||||||
Repayments Of Debt | $ 6,600,000 | ||||||||||||||||
Repayment of interest included in debt | $ 100,000 | ||||||||||||||||
PNC Energy Capital, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | ||||||||||||||||
Bridgeport Fuel Cell, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 8 years | ||||||||||||||||
Payoff Letter [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit after discount | $ 87,300,000 | ||||||||||||||||
Debt instrument prepayment premium | $ 4,000,000 | $ 14,900,000 | |||||||||||||||
Remaining deferred finance expense | 7,100,000 | ||||||||||||||||
Repayments of lines of credit | 11,200,000 | ||||||||||||||||
Payoff Letter [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt prepayment premium amount to be waived | $ 4,000,000 | ||||||||||||||||
Prepayment Premium And WriteOff [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt prepayment premium expense amount | $ 4,000,000 |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrant Liabilities - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 11, 2021 | Dec. 07, 2020 | Dec. 04, 2020 | Jun. 16, 2020 | Jan. 08, 2020 | Oct. 04, 2019 | Feb. 21, 2019 | May 03, 2017 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jun. 10, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Apr. 08, 2021 | Apr. 07, 2021 | May 11, 2020 | May 10, 2020 | May 08, 2020 | Nov. 22, 2019 | May 08, 2019 | Jul. 12, 2016 |
Stockholders' Equity Note | |||||||||||||||||||||||||
Number of incremental common stock shares approved | 162,500,000 | 112,500,000 | |||||||||||||||||||||||
Common stock, shares authorized | 337,500,000 | 500,000,000 | 337,500,000 | 500,000,000 | 337,500,000 | 500,000,000 | 337,500,000 | 337,500,000 | 225,000,000 | 225,000,000 | |||||||||||||||
Sale of stock, price per share | $ 7.95 | $ 2.29 | $ 2 | $ 1.59 | $ 2 | $ 2 | $ 0.24 | ||||||||||||||||||
Class of warrants or rights purchase | 9,396,320 | ||||||||||||||||||||||||
Class of warrants or rights exercised | 12,000,000 | ||||||||||||||||||||||||
Expected volatility | 117.02% | 103.70% | 104.90% | 114.15% | 96.00% | ||||||||||||||||||||
Risk-free interest rate | 0.70% | 1.81% | 1.45% | 0.64% | 1.63% | ||||||||||||||||||||
Class of warrants or rights charge | $ 23,700 | $ 16,000 | $ 10,500 | $ 200 | |||||||||||||||||||||
Reclassification of estimated fair value of warrant liability to additional paid in capital | $ 21,200 | $ 26,000 | |||||||||||||||||||||||
Common stock, shares issued | 294,706,758 | 366,618,693 | 294,706,758 | 366,618,693 | 294,706,758 | ||||||||||||||||||||
Change in fair value of common stock warrant liability | $ 15,974 | $ 37,086 | |||||||||||||||||||||||
Expected life (in years) | 8 years | ||||||||||||||||||||||||
Class of warrants or rights issued value | $ 3,900 | ||||||||||||||||||||||||
Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Fair value of warrants outstanding | $ 5,200 | $ 5,200 | $ 5,200 | ||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Common stock issued to warrant holders | 500,000 | ||||||||||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrant or right, issued and outstanding | 964,128 | 950,102 | 964,128 | 950,102 | 964,128 | 964,128 | |||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 640,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 69.96 | ||||||||||||||||||||||||
Series A Warrants [Member] | Exchange Agreement [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Change in fair value of common stock warrant liability | $ 300 | ||||||||||||||||||||||||
Fair value of the shares at the date of the Exchange Agreement | $ 3,500 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Stock issued during period shares new issues | 69,074,573 | 86,307,932 | 119,128,677 | ||||||||||||||||||||||
Common Stock [Member] | Series C Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Stock issued during period shares new issues | 14,026 | 0 | 0 | ||||||||||||||||||||||
Net proceeds from common stock and warrants | $ 300 | ||||||||||||||||||||||||
Second Funding Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Percentage of warrants vesting | 100.00% | ||||||||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrant or right, issued and outstanding | 2,700,000 | 2,700,000 | 2,700,000 | 6,000,000 | |||||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Exercise Price 0.242 [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | ||||||||||||||||||||||||
Class of warrants or rights purchase | 2,700,000 | ||||||||||||||||||||||||
Class of warrants or rights issued value | $ 600 | ||||||||||||||||||||||||
Orion Credit Agreement [Member] | Initial Funding Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 6,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.310 | ||||||||||||||||||||||||
Orion Credit Agreement [Member] | Second Funding Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 14,000,000 | ||||||||||||||||||||||||
Orion Credit Agreement [Member] | Second Funding Warrants [Member] | Exercise Price 0.242 [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 8,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | ||||||||||||||||||||||||
Orion Credit Agreement [Member] | Second Funding Warrants [Member] | Exercise Price 0.620 [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 6,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.620 | ||||||||||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Stock issued to underwriters | 19,822,219 | ||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 14,696,320 | ||||||||||||||||||||||||
Sale of stock, price per share | $ 6.50 | ||||||||||||||||||||||||
Stock issued during period shares new issues | 25,000,000 | 50,000,000 | |||||||||||||||||||||||
Common stock issuance, net of fees | $ 162,500 | ||||||||||||||||||||||||
Underwriting discounts and commissions | $ 0.2275 | ||||||||||||||||||||||||
Net proceeds from issuance of common stock | $ 156,400 | ||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 105,100 | ||||||||||||||||||||||||
Net proceeds from issuance of public offering. | $ 98,300 | ||||||||||||||||||||||||
Underwriting Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Option to purchase additional common stock shares | 5,177,781 | ||||||||||||||||||||||||
At Market Issuance Sales Agreement [Member] | Jefferies LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Stock issued during period shares new issues | 44,100,000 | 28,300,000 | 0 | ||||||||||||||||||||||
Common stock issuance, net of fees | $ 72,300 | ||||||||||||||||||||||||
Net proceeds from issuance of common stock | $ 369,700 | ||||||||||||||||||||||||
Aggregate Offering Price | $ 500,000 | ||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 2,200 | ||||||||||||||||||||||||
Percentage Of Sales Commission | 2.00% | 3.00% | |||||||||||||||||||||||
Average Sale Of Stock Price Per Share | $ 2.55 | $ 8.56 | $ 2.55 | $ 8.56 | $ 2.55 | ||||||||||||||||||||
Gross Proceeds From Issuance Of Common Stock | $ 377,200 | $ 70,100 | |||||||||||||||||||||||
Payments of commissions and offering expenses | $ 7,500 | ||||||||||||||||||||||||
Sale agreement, common stock, value, available for issuance | $ 122,800 | $ 122,800 | |||||||||||||||||||||||
Common stock, shares reserved for issuance | 0 | ||||||||||||||||||||||||
At Market Issuance Sales Agreement [Member] | B Riley F B R Inc [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Percentage Of Sales Commission | 3.00% | ||||||||||||||||||||||||
Common stock, shares reserved for issuance | 27,900,000 | ||||||||||||||||||||||||
Reserve for issuance of common stock upon exercise of warrants shares | 20,000,000 | ||||||||||||||||||||||||
At Market Issuance Sales Agreement [Member] | B Riley F B R Inc [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Stock issued during period shares new issues | 7,900,000 | 10,100,000 | |||||||||||||||||||||||
Common stock issuance, net of fees | $ 3,600 | $ 3,000 | |||||||||||||||||||||||
Net proceeds from issuance of common stock | 3,500 | 2,900 | |||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 100 | $ 100 | |||||||||||||||||||||||
Average Sale Of Stock Price Per Share | $ 0.46 | $ 0.46 | $ 0.46 | ||||||||||||||||||||||
At Market Issuance Sales Agreement [Member] | Maximum [Member] | Jefferies LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Aggregate Offering Price | $ 500,000 | $ 75,000 | |||||||||||||||||||||||
At Market Issuance Sales Agreement [Member] | Maximum [Member] | B Riley F B R Inc [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Aggregate Offering Price | $ 38,000 | ||||||||||||||||||||||||
Common stock, shares reserved for issuance | 7,900,000 | ||||||||||||||||||||||||
Common stock, shares issued | 18,000,000 | ||||||||||||||||||||||||
Underwritten Public Offering [Member] | Series C Warrants [Member] | |||||||||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||||||||
Class of warrants or rights issued | 1,000,000 | ||||||||||||||||||||||||
Class of warrant or right term | 5 years | ||||||||||||||||||||||||
Warrants issued, price per share | $ 19.20 |
Stockholders' Equity and Warr_4
Stockholders' Equity and Warrant Liabilities - Schedule of Warrant Activity (Details) - shares | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | ||
Class of Warrant or Right, Outstanding | 2,700,000 | 6,000,000 |
Common stock issued during period, warrants issued | 14,000,000 | |
Common stock issued during period, warrants exercised | (2,700,000) | |
Common stock issued during period, warrants exchanged | (17,300,000) | |
Class of Warrant or Right, Outstanding | 2,700,000 | |
Series C Warrants [Member] | ||
Class of Warrant or Right, Outstanding | 964,128 | 964,128 |
Common stock issued during period, warrants exercised | (14,026) | |
Class of Warrant or Right, Outstanding | 950,102 | 964,128 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - $ / shares | Aug. 15, 2019 | May 15, 2019 | Mar. 31, 2005 | Oct. 31, 2021 | May 08, 2019 |
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 250,000 | ||||
Preferred stock, par value | $ 0.01 | ||||
Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 250,000 | ||||
Series B Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 105,875 | 105,875 | |||
Preferred stock, dividend rate, percentage | 5.00% | 5.00% | 5.00% |
Redeemable Preferred Stock - Se
Redeemable Preferred Stock - Series D Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 03, 2019 | Aug. 31, 2018 | Oct. 31, 2019 | |
Installment And Optional Conversions Triggering Event Conversions Of Series D Preferred Stock To Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Conversion of common stock, shares issued | 62,040,496 | ||
Convertible preferred stock, reduction in carrying amount | $ 31.2 | ||
Series D Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares issued | 30,680 | ||
Preferred stock, initial convertible shares | 1,852,657 | ||
Conversion of stock conversion price | $ 16.56 | ||
Net proceeds from issuance of preferred shares | $ 25.3 | ||
Convertible preferred stock, converted into common stock | 30,680 | ||
Preferred stock deemed dividends | $ 6 | ||
Preferred stock, redemption accretion value | $ 3.8 | ||
Series D Preferred Stock | Minimum [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, conversion basis, stock issuance, threshold percentage of outstanding voting stock | 20.00% | ||
Reduced conversion price | $ 0.14 | ||
Series D Preferred Stock | Minimum [Member] | Convertible Preferred Offering [Member] | |||
Class Of Stock [Line Items] | |||
Conversion terms, prior receiving beneficial ownership, percentage | 20.00% | ||
Series D Preferred Stock | Maximum [Member] | |||
Class Of Stock [Line Items] | |||
Reduced conversion price | $ 0.61 |
Redeemable Preferred Stock - _2
Redeemable Preferred Stock - Series C Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 21, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | May 23, 2019 | Jan. 02, 2019 | Dec. 17, 2018 | Dec. 03, 2018 | Aug. 27, 2018 | Aug. 26, 2018 |
Installment And Optional Conversions Triggering Event Conversions Of Series D Preferred Stock To Common Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 31.2 | ||||||||||||
Installment Conversion Of Series C Preferred Stock To Common Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 20.2 | ||||||||||||
Waiver Agreement [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Decrease in net loss attributable to common shareholders | $ 0.5 | ||||||||||||
Redemption value adjustment of net loss attributable to common stockholders | $ 8.6 | ||||||||||||
Series C Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 8,992 | ||||||||||||
Preferred stock shares outstanding | 8,992 | 0 | |||||||||||
Temporary Equity Carrying Amount Attributable To Parent | $ 7.5 | ||||||||||||
Conversion of stock conversion price | $ 18 | $ 22.08 | |||||||||||
Adjusted conversion price | $ 18 | $ 5.16 | $ 6 | $ 6.96 | |||||||||
Preferred stock deemed dividends | 1.5 | $ 9.6 | |||||||||||
Convertible preferred stock, reduction in carrying amount | $ 15.5 | ||||||||||||
Convertible preferred stock, converted into common stock | 8,992 | 24,308 | |||||||||||
Convertible preferred stock, converted into number of common stock shares | 3,914,218 | ||||||||||||
Series C Preferred Stock | Minimum [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Adjusted conversion price | $ 1.27 | ||||||||||||
Series C Preferred Stock | Maximum [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Adjusted conversion price | $ 4.45 | ||||||||||||
Series C Preferred Stock | Waiver Agreement [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Temporary Equity Carrying Amount Attributable To Parent | $ 13.5 | ||||||||||||
Percentage of shares will receive upon conversion prior to execution of waiver agreement | 25.00% | ||||||||||||
Conversion right description | Under the Waiver Agreement, the conversion price of the Series C Preferred Stock was stated to be the lowest of (i) $4.45, (ii) 85% of the lowest closing bid price of the Company’s common stock during the period beginning on and including the fifth trading day prior to the date on which the applicable conversion notice was delivered to the Company and ending on and including the date on which the applicable conversion notice was delivered to the Company, and (iii) 85% of the quotient of (A) the sum of the five lowest volume weighted average prices of the Company’s common stock during the 20 consecutive trading day period ending on and including the trading day immediately preceding the applicable conversion date divided by (B) five. | ||||||||||||
Conversion price of preferred stock | $ 4.45 | ||||||||||||
Percentage of lowest volume weighted average price of common stock considered as conversion price | 85.00% | ||||||||||||
Number of consecutive trading days | 20 days | ||||||||||||
Percentage of conversion price of common stock | 125.00% | ||||||||||||
Convertible preferred stock embedded conversion amount | $ 6.6 | ||||||||||||
Change in fair value of convertible preferred stock | $ (0.6) | ||||||||||||
Percentage of stated redemption value adjustment | 108.00% | ||||||||||||
Stated redemption value corresponding charge to common shareholders | $ 8.6 | ||||||||||||
Series C Preferred Stock | Waiver Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, measurement input | 75.00% | ||||||||||||
Series C Preferred Stock | Waiver Agreement [Member] | Measurement Input, Discount Rate | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, measurement input | 20.00% | ||||||||||||
Series C Preferred Stock | Convertible Preferred Offering [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Aggregate number of shares issued | 33,500 | ||||||||||||
Proceeds from Issuance of preferred stock | $ 27.9 | ||||||||||||
Series C Preferred Stock | Convertible Preferred Offering [Member] | Waiver Agreement [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 6.6 |
Redeemable Preferred Stock - Re
Redeemable Preferred Stock - Redeemable Series B Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | May 08, 2019 | Mar. 31, 2005 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 250,000 | |||
Common stock, shares issued | 366,618,693 | 294,706,758 | ||
Series B Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 105,875 | 105,875 | ||
Preferred stock, liquidation preference per share | $ 1,000 | |||
Common stock, shares issued | 64,020 | 64,020 | ||
Preferred Stock Shares Outstanding | 64,020 | 64,020 | ||
Temporary equity, carrying amount, attributable to parent | $ 59,857 | $ 59,857 |
Redeemable Preferred Stock - Di
Redeemable Preferred Stock - Dividends, Liquidations and Conversion Rights (Details) - USD ($) | Aug. 15, 2019 | May 15, 2019 | Mar. 31, 2005 | Jan. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Class Of Stock [Line Items] | |||||||
Dividends declared | $ 3,200,000 | $ 3,331,000 | $ 3,231,000 | ||||
Series B Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, dividends per share, declared | $ 50 | ||||||
Dividends, preferred stock, cash | $ 2,400,000 | $ 3,200,000 | 4,800,000 | 1,600,000 | |||
Cumulative unpaid dividends | 800,000 | 800,000 | |||||
Dividends declared | $ 0 | $ 0 | $ 3,200,000 | 3,331,000 | $ 3,231,000 | ||
Dividends payment date | Aug. 15, 2019 | May 15, 2019 | |||||
Aggregate amount of dividend payment | $ 1,600,000 | $ 1,600,000 | |||||
Preferred stock, dividend rate, percentage | 5.00% | 5.00% | 5.00% | ||||
Preferred stock failed to pay dividend payments multiplier percentage | 0.0625% | 0.0625% | |||||
Preferred stock, liquidation preference per share | $ 1,000 | ||||||
Payment on junior shares | $ 0 | ||||||
Preferred Stock, Liquidation Preference, Value | $ 64,020,000 | $ 64,020,000 | |||||
Shares of common stock issued upon conversion | 0.591 | ||||||
Stock conversion price | $ 1,692 | ||||||
Percent of conversion price to exceed to exercise conversion right | 150.00% | ||||||
Number of trading days | 20 days | ||||||
Number of consecutive trading days | 30 days |
Redeemable Preferred Stock - _3
Redeemable Preferred Stock - Redemption and Voting Rights (Details) - Series B Preferred Stock | 12 Months Ended |
Oct. 31, 2021 | |
Class Of Stock [Line Items] | |
Percentage of voting rights | 50.00% |
Consecutive number of years | 2 years |
Percentage of aggregate voting power | 100.00% |
Number of trading days | 20 days |
Number of consecutive trading days | 30 days |
Percentage of conversion price | 105.00% |
Discount on market price of shares of common stock | 5.00% |
Preferred stock, voting rights | no voting rights |
Minimum [Member] | |
Class Of Stock [Line Items] | |
Percentage of consideration excluding cash payments for fractional shares | 90.00% |
Common Stock [Member] | |
Class Of Stock [Line Items] | |
Number of trading days | 5 days |
Number of consecutive trading days | 10 days |
Redeemable Preferred Stock - Cl
Redeemable Preferred Stock - Class A Preferred Shares (Details) $ in Thousands | Dec. 18, 2020USD ($) | Dec. 18, 2020CAD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2021CAD ($) | Oct. 31, 2020USD ($)shares | Oct. 31, 2020CAD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2019CAD ($) | Dec. 31, 2020CAD ($) | Oct. 31, 2020CAD ($)shares |
Class Of Stock [Line Items] | ||||||||||
Derivative liability, fair value, gross liability | $ 600 | |||||||||
Loss on Series 1 preferred stock extinguishment | $ 900 | $ (934) | $ 475 | |||||||
Payoff Letter [Member] | Enbridge Inc. [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Accrued dividend | $ 23,100,000 | |||||||||
Preferred Stock Redemption Amount | 4,300,000 | |||||||||
Carrying value of preferred shares, total | $ 27,400,000 | |||||||||
Final payment to payoff | $ 21,500 | $ 27,400,000 | ||||||||
Class A Preferred Shares [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred Stock Shares Outstanding | shares | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, shares issued | shares | 1,000,000 | 1,000,000 | ||||||||
Increase In Dividend Rate Annually | 15.00% | 15.00% | ||||||||
Dividend payment terms | annual | annual | ||||||||
Return of Capital Payments | $ 750,000 | |||||||||
Aggregate amount of dividend payment | $ 500,000 | |||||||||
Accrued and unpaid dividend obligation | $ 17,700 | $ 23,400,000 | ||||||||
Loss Resulted From Revised Fair Value Of Preferred Shares | 200 | $ 200,000 | ||||||||
Accrued dividend | 17,400 | 23,200,000 | ||||||||
Preferred Stock Redemption Amount | $ 3,200 | 4,300,000 | ||||||||
Class A Preferred Shares [Member] | Minimum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, redemption date | Dec. 31, 2020 | Dec. 31, 2020 | ||||||||
Class A Preferred Shares [Member] | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, redemption date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||
Series 1 Preferred Shares | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Return of Capital Payments | 750,000 | |||||||||
Aggregate amount of dividend payment | $ 500,000 | |||||||||
Preferred stock, dividend rate, percentage | 1.25% | 1.25% | ||||||||
Cumulative unpaid dividends | $ 12,500 | |||||||||
Return of Capital and Dividend Payments | 1,600 | $ 1,900,000 | $ 200 | $ 300,000 | ||||||
Interest expense, other | 2,900 | $ 4,000,000 | $ 2,300 | $ 3,000,000 | ||||||
Carrying value of preferred shares, total | $ 19,200 | $ 25,600,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021USD ($)item | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | |
Schedule Of Revenues By Geographic Area [Line Items] | |||
Number of identified business segment | item | 1 | ||
Revenues | $ 69,585 | $ 70,871 | $ 60,752 |
Financial Service, Other [Member] | |||
Schedule Of Revenues By Geographic Area [Line Items] | |||
Revenues | $ 19,800 | $ 20,400 | $ 15,100 |
Segment Information - Revenues
Segment Information - Revenues by Geographic Locations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 69,585 | $ 70,871 | $ 60,752 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 58,393 | 67,750 | 56,211 |
SOUTH KOREA | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 8,161 | 2,059 | 2,686 |
ENGLAND | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 143 | 25 | 1,496 |
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,658 | 414 | $ 359 |
SWITZERLAND | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 230 | $ 623 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) | Aug. 26, 2022$ / sharesshares | Apr. 08, 2021shares | Nov. 24, 2020$ / sharesshares | Aug. 25, 2020 | Aug. 24, 2020$ / sharesshares | May 08, 2020USD ($)shares | Oct. 31, 2021USD ($)shares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($)$ / sharesshares | Apr. 07, 2021shares | Dec. 04, 2020$ / shares | May 11, 2020shares | May 10, 2020shares | Jan. 31, 2020$ / shares | Jan. 08, 2020$ / shares | Aug. 26, 2019shares | May 08, 2019shares | Oct. 31, 2018shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Should the Company’s share price achieve the 200% performance level, awardees will receive up to 446,158 additional RSUs. | Performance awards were issued assuming participants achieve 100% target performance. Should participants achieve the 200% performance level, they will receive up to 545,209 additional RSUs. | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 31, 2023 | Oct. 31, 2022 | ||||||||||||||||
Share Based Compensation Arrangement by Share-Based Payment Award, Rate of Vesting | 0.333 | 0.333 | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 337,500,000 | 337,500,000 | 337,500,000 | 225,000,000 | 225,000,000 | |||||||||||
Options granted | 0 | 0 | 0 | |||||||||||||||
Options exercised | 0 | 0 | 0 | |||||||||||||||
Intrinsic value, options exercisable | $ | $ 0 | |||||||||||||||||
Share Price | $ / shares | $ 2 | $ 0.24 | $ 7.95 | $ 1.59 | $ 2.29 | |||||||||||||
Common stock issued, non-employee compensation, (in shares) | 31,889 | 58,303 | 29,454 | |||||||||||||||
Noninterest Expense Directors Fees | $ | $ 300,000 | $ 100,000 | $ 100,000 | |||||||||||||||
ESOP, period for which sale of shares is restricted | 6 months | |||||||||||||||||
Employer Matching Contribution Percentage | 2.00% | |||||||||||||||||
Defined Contribution Plan, Cost Recognized | $ | $ 400,000 | $ 300,000 | $ 500,000 | |||||||||||||||
Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Prior period vesting date | 30 days | |||||||||||||||||
Restricted Stock or Unit Expense | $ | $ 8,400,000 | |||||||||||||||||
Restricted Stock or Unit Expense weighted average period | 2 years | |||||||||||||||||
Restricted Stock Units [Member] | Weighted Average Share Price at One Per Share | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share Price | $ / shares | $ 1 | |||||||||||||||||
Restricted Stock Units [Member] | Weighted Average Share Price at Six Per Share | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share Price | $ / shares | $ 6 | |||||||||||||||||
Restricted Stock Units [Member] | President and Chief Executive Officer [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 1,000,000 | |||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 551,252 | |||||||||||||||||
Additional shares issued upon performance | 668,030 | |||||||||||||||||
Performance shares expensed period | 3 years | |||||||||||||||||
Time Based Awards [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 296,826 | |||||||||||||||||
Additional shares issued upon performance | 167,008 | |||||||||||||||||
TSR Performance Shares [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 275,626 | 334,015 | ||||||||||||||||
Performance awards valued per share | $ / shares | $ 14.41 | $ 4.62 | ||||||||||||||||
Absolute Performance Shares | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 275,626 | 334,015 | ||||||||||||||||
Performance awards valued per share | $ / shares | $ 15.36 | $ 5.17 | ||||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 26, 2022 | |||||||||||||||||
Outstanding shares | 500,000 | |||||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Outstanding shares | 500,000 | |||||||||||||||||
2018 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The FY 2021 LTI Plan consists of three award components: (1) relative TSR performance units, (2) absolute TSR performance units, and (3) time-vesting restricted stock units. | The FY 2020 LTI Plan consists of three award components: (1) relative total shareholder return (“TSR”) performance shares, (2) absolute TSR performance shares, and (3) time-vesting restricted stock units. | ||||||||||||||||
Number of shares authorized | 12,333,333 | |||||||||||||||||
Common stock, shares available for issuance | 8,400,709 | |||||||||||||||||
Common stock, shares authorized | 4,000,000 | 4,333,333 | ||||||||||||||||
Common stock, shares reserved for issuance | 1,000,000 | |||||||||||||||||
LTI Plan [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted Stock Awards and Units, Granted, Shares | 848,078 | 835,038 | ||||||||||||||||
Employee Stock Purchase Plan [Member] | First business day of the offering period | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Stock Issuance Terms | 85.00% | |||||||||||||||||
Employee Stock Purchase Plan [Member] | Last business day of the offering period | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Stock Issuance Terms | 85.00% | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted stock awards, general vesting period | 4 years | |||||||||||||||||
Maximum [Member] | Employee Stock [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Common stock, shares reserved for issuance | 30,248 | |||||||||||||||||
Maximum [Member] | 2018 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Additional number of shares authorized | 8,000,000 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Award Options Grant In Period Grant Date Increase In Fair Value | $ | $ 250,000 | |||||||||||||||||
Maximum [Member] | LTI Plan [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Additional shares issued upon performance | 446,158 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted stock awards, general vesting period | 3 years | |||||||||||||||||
Minimum [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Threshold share price of common stock | $ / shares | $ 1 | |||||||||||||||||
Minimum [Member] | Restricted Stock Units [Member] | Weighted Average Share Price at One Per Share | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Outstanding shares | 0 | |||||||||||||||||
Minimum [Member] | 2018 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Award Options Grant In Period Grant Date Increase In Fair Value | $ | $ 200,000 |
Benefit Plans - Schedule of Sha
Benefit Plans - Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 4,197 | $ 1,822 | $ 2,730 |
Costs of Revenues [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 493 | 344 | 593 |
General and Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 3,593 | 1,424 | 1,865 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 111 | $ 54 | $ 272 |
Benefit Plans - Summary of Stoc
Benefit Plans - Summary of Stock Option Activity (Details) | 12 Months Ended |
Oct. 31, 2021$ / sharesshares | |
Benefit Plans | |
Options, Shares, Outstanding, Beginning Balance | shares | 23,891 |
Options, Shares, Outstanding, Cancelled and forfeited | shares | (1,503) |
Options, Shares, Outstanding, Ending Balance | shares | 22,388 |
Weighted-Average Option Price, Outstanding, Beginning Balance | $ / shares | $ 91.23 |
Weighted-Average Option Price, Outstanding, Cancelled and forfeited | $ / shares | 285.12 |
Weighted-Average Option Price, Outstanding, Ending Balance | $ / shares | $ 78.21 |
Benefit Plans - Summary of Info
Benefit Plans - Summary of Information about Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Oct. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | 22,388 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 4 months 24 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 22,388 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 78.21 |
$0.00-$38.76 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | 13,192 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 13,192 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 19.16 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 19.16 |
$38.77- $416.16 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | 9,196 |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 4 months 24 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 9,196 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 162.92 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 162.92 |
Benefit Plans - Summary of RSA
Benefit Plans - Summary of RSA and RSU Activity (Details) | 12 Months Ended |
Oct. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted Stock Awards and Units, Outstanding, Shares, Beginning Balance | shares | 2,067,140 |
Restricted Stock Awards and Units, Vested, Shares | shares | (133,725) |
Restricted Stock Awards and Units, Forfeited, Shares | shares | (314,156) |
Restricted Stock Awards and Units, Outstanding, Shares, Ending Balance | shares | 2,543,541 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Beginning Balance | $ / shares | $ 5.06 |
Restricted Stock Awards and Units, Vested, Weighted-Average Fair Value | $ / shares | 9.42 |
Restricted Stock Awards and Units, Forfeited, Weighted-Average Fair Value | $ / shares | 7.82 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Ending Balance | $ / shares | $ 5.08 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted Stock Awards and Units, Granted, Shares | shares | 551,252 |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares | $ 14.89 |
Time Based Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted Stock Awards and Units, Granted, Shares | shares | 373,030 |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares | $ 4.50 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Taxes | |||
U.S. | $ (96,959) | $ (85,865) | $ (74,133) |
Foreign | (4,064) | (3,196) | (3,326) |
Loss before provision for income taxes | $ (101,023) | $ (89,061) | $ (77,459) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Taxes | |||
Income tax expense (benefit) | $ 2,000 | $ 46,000 | $ 109,000 |
Franchise tax expense | 500,000 | 300,000 | $ 200,000 |
Federal Operating Loss Carryforwards | 368,700,000 | ||
State Operating Loss Carryforwards | 518,600,000 | ||
Tax Credits State | 11,700,000 | ||
Unrecognized Tax Benefits | 0 | 0 | |
Unrecognized tax benefits, provision for interest or penalties | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate (Details) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Taxes | |||
Statutory federal income tax rate | (21.00%) | (21.00%) | (21.00%) |
State taxes, net of Federal benefits | (5.20%) | (1.10%) | (2.90%) |
Foreign withholding tax | 0.20% | 0.10% | |
Net operating loss expiration, impairment and true-ups | 3.60% | 129.20% | (1.30%) |
Nondeductible expenditures | 1.90% | 1.40% | 0.20% |
Change in tax rates | (1.30%) | (0.60%) | (0.10%) |
Fair value adjustment on warrants | 3.30% | 8.70% | |
Other, net | 1.10% | (0.30%) | |
Deferred only adjustment | 0.80% | 4.40% | |
Valuation allowance | 17.90% | (122.10%) | 25.40% |
Effective income tax rate | 0.20% | 0.10% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 |
Income Taxes | ||
Deferred tax assets, Compensation and benefit accruals | $ 7,891 | $ 8,157 |
Deferred tax assets, Bad debt and other allowances | 1,081 | 1,574 |
Deferred tax assets, Capital loss and tax credit carry-forwards | 15,191 | 15,456 |
Deferred tax assets, Net operating losses (domestic and foreign) | 113,733 | 100,791 |
Deferred tax assets, Deferred license revenue | 1,885 | 2,093 |
Deferred tax assets, Accumulated depreciation | 12,379 | 9,759 |
Deferred tax assets, Grant revenue | 609 | 700 |
Deferred tax assets, Excess business interest | 9,695 | 5,544 |
Deferred tax assets Operating lease liabilities | 2,211 | 2,387 |
Deferred tax assets, Gross | 164,675 | 146,461 |
Deferred tax assets, Valuation allowance | (160,530) | (142,217) |
Deferred tax assets after valuation allowance | 4,145 | 4,244 |
Deferred tax liability, In process research and development | (2,510) | (2,391) |
Deferred tax liability Right of use assets | (1,964) | (2,229) |
Deferred Tax Liability, Net | $ (329) | $ (376) |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2019 | May 15, 2019 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Numerator | ||||||
Net loss attributable to FuelCell Energy, Inc. | $ (101,055) | $ (89,107) | $ (77,568) | |||
Warrant exchange | 15,974 | 37,086 | ||||
Preferred dividends - Series B | (3,200) | (3,331) | (3,231) | |||
Net loss attributable to common stockholders | $ (104,255) | $ (92,438) | $ (100,245) | |||
Denominator | ||||||
Weighted average common shares outstanding - basic | 334,742,346 | 221,960,288 | 55,081,266 | |||
Weighted average common shares outstanding - diluted | 334,742,346 | 221,960,288 | 55,081,266 | |||
Net loss to common stockholders per share - basic | $ (0.31) | $ (0.42) | $ (1.82) | |||
Net loss to common stockholders per share - diluted | [1] | $ (0.31) | $ (0.42) | $ (1.82) | ||
Series A Preferred Stock | ||||||
Numerator | ||||||
Warrant exchange | $ (3,169) | |||||
Series B Preferred Stock | ||||||
Numerator | ||||||
Preferred dividends - Series B | $ 0 | $ 0 | $ (3,200) | $ (3,331) | (3,231) | |
Series C Preferred Stock | ||||||
Numerator | ||||||
Preferred stock deemed dividends and redemption value adjustments, net | (6,522) | |||||
Series D Preferred Stock | ||||||
Numerator | ||||||
Series D Preferred stock deemed dividends and redemption accretion | $ 9,755 | |||||
[1] | Due to the net loss to common stockholders 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. |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) - shares | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 3,553,868 | 5,792,982 | 7,219,257 |
Orion Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 2,700,000 | 6,000,000 | |
Series C Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 950,102 | 964,114 | 964,114 |
Outstanding Options To Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 22,388 | 23,891 | 24,927 |
Unvested Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 538 | 24,574 | |
Unvested Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 2,543,541 | 2,066,602 | 166,541 |
Series B Cumulative Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 37,837 | 37,837 | 37,837 |
Series 1 Preferred Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 1,264 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) $ in Millions | Oct. 31, 2021 | Oct. 31, 2020 |
Restricted Cash. | ||
Restricted cash and cash equivalents | $ 28 | $ 42.2 |
Restricted Cash - Summary of Al
Restricted Cash - Summary of Allocation of Restricted Cash (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2020 | |
Restricted Cash. | |||
Cash Restricted for Outstanding Letters of Credit | [1] | $ 6,478 | $ 6,543 |
Cash Restricted for PNC Sale-Leaseback Transactions | [2] | 5,514 | 15,125 |
Cash Restricted for Crestmark Sale-Leaseback Transaction | [3] | 2,887 | 431 |
Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves | [4] | 11,937 | 7,549 |
Orion Facility - Reserves and Project Proceeds Account | [5] | 11,193 | |
Other | 1,183 | 1,344 | |
Total Restricted Cash | 27,999 | 42,185 | |
Restricted Cash and Cash Equivalents - Short-Term | [6] | (11,268) | (9,233) |
Restricted cash and cash equivalents - long-term | $ 16,731 | $ 32,952 | |
[1] | Letters of credit outstanding as of October 31, 2021 expire on various dates through August 2028. | ||
[2] | Long and short-term reserve that is to be used primarily to fund future module exchanges for operating projects falling under the PNC sale leaseback obligations. The decrease in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of the Company’s performance in completing certain module exchanges resulting in cash being unrestricted. | ||
[3] | Long and short-term reserve that is to be used primarily to fund future module exchanges and other performance obligations. The increase in restricted cash at October 31, 2021 compared to October 31, 2020 is a result of additional cash reserved for the San Bernardino sale-leaseback transaction with Crestmark which was entered into on August 25, 2021. | ||
[4] | Long and short-term reserves for the Bridgeport Fuel Cell Park Project to fund future module exchanges and other performance requirements. | ||
[5] | Reserves relating to the Orion Facility were released upon the repayment of the Orion Facility. | ||
[6] | Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Jun. 28, 2020USD ($) | Apr. 27, 2020USD ($) | Oct. 31, 2020USD ($) | Oct. 31, 2021USD ($)projectMW | Dec. 20, 2021USD ($) |
Commitments And Contingencies [Line Items] | |||||
Recorded unconditional purchase obligation | $ 71.1 | ||||
Loss contingency, damages sought | $ 880 | ||||
Total number of projects | project | 3 | ||||
Accounts receivable outstanding | $ 11.2 | ||||
Subsequent Event [Member] | POSCO Energy Settlement Agreement | |||||
Commitments And Contingencies [Line Items] | |||||
Contingent liability | $ 1.8 | ||||
Tulare Biomart Project | |||||
Commitments And Contingencies [Line Items] | |||||
Term for procuring fuel | 20 years | ||||
LIPA project | |||||
Commitments And Contingencies [Line Items] | |||||
Term for procuring fuel | 7 years | ||||
CT-RFP 2 Derby 14.9 Mega Watt Project | |||||
Commitments And Contingencies [Line Items] | |||||
Under construction power plant capacity | MW | 14 | ||||
SCEF-Derby 208 Mega Watt Project | |||||
Commitments And Contingencies [Line Items] | |||||
Under construction power plant capacity | MW | 2.8 | ||||
Bridgeport | |||||
Commitments And Contingencies [Line Items] | |||||
Operating power plant capacity | MW | 14.9 | ||||
Hartford | |||||
Commitments And Contingencies [Line Items] | |||||
Operating power plant capacity | MW | 7.4 | ||||
Posco Energy [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 200 | $ 3.3 | |||
Unspecified warranty claims | 7 | ||||
License termination | $ 110 | ||||
Bond amount | $ 46 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Debt Conversion [Line Items] | |||
Cash interest paid | $ 5,765 | $ 8,376 | $ 4,091 |
Income taxes paid | 6 | 2 | 48 |
Noncash financing and investing activity: | |||
Noncash reclassification between inventory and project assets | 7,052 | 1,152 | |
Acquisition of project assets | 16,704 | ||
Director stock compensation | 275 | 104 | 102 |
Reclassification of value of executive share-based compensation | 434 | ||
Addition of operating lease liabilities | 1,459 | 899 | |
Addition of operating lease right-of-use assets | 1,459 | 899 | |
Cashless warrant exercises | 25,994 | ||
Reclassification to equity of warrant liability for warrant exercises | 21,170 | 9,783 | |
Accrued purchase of fixed assets, cash to be paid in subsequent period | 1,537 | 39 | 71 |
Accrued purchase of project assets, cash to be paid in subsequent period | $ 6,707 | $ 502 | 222 |
Series C Preferred Stock | |||
Noncash financing and investing activity: | |||
Preferred stock share conversions | 15,491 | ||
Preferred share modification | (6,047) | ||
Series D Preferred Stock | |||
Noncash financing and investing activity: | |||
Preferred stock share conversions | $ 31,183 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 20, 2021USD ($)Ditem | Nov. 30, 2021USD ($)MW | Dec. 23, 2021USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) |
Subsequent Events | |||||
Amount of contractual Obligation | $ 2,200,000 | $ 2,200,000 | |||
POSCO Energy Settlement Agreement | |||||
Subsequent Events | |||||
Percentage of maximum annual reimbursement obligation | 7.50% | ||||
Number of firm, non-cancelable orders | item | 12 | ||||
Subsequent Event [Member] | POSCO Energy Settlement Agreement | |||||
Subsequent Events | |||||
Period within which an application should be filed | 5 days | ||||
Outstanding accounts receivable | $ 11,200,000 | ||||
Litigation settlement agreement termination notice period | D | 60 | ||||
Number of days notice of breach for license agreement | D | 15 | ||||
Warrant period against module defect from the date of shipment. | 18 months | ||||
Warrant period against module defect from the date of installation | 12 months | ||||
Period for reimbursement due to shortfall or defect | 7 years | ||||
Number of weeks within which the orders to be placed | item | 2 | ||||
Price per module of the orders to be placed | $ 3,000,000 | ||||
Period of right of first refusal on operation and maintenance services | 24 months | ||||
Number of balance of plant units | item | 8 | ||||
Purchase price per unit of balance of plant units | $ 2,550,000,000 | ||||
Contingent liability | $ 1,800,000 | ||||
Amount of contractual Obligation | $ 24,000,000 | ||||
Amount of contractual obligation to be paid on fiscal year | 14,000,000 | ||||
Subsequent Event [Member] | POSCO Energy Settlement Agreement | Settlement agreement orders on or before March 31, 2022 | |||||
Subsequent Events | |||||
Amount of contractual obligation to be paid three months | 5,000,000 | ||||
Subsequent Event [Member] | POSCO Energy Settlement Agreement | Settlement agreement orders on or before June 30, 2022 | |||||
Subsequent Events | |||||
Number of additional firm, non-cancelable orders to be placed | item | 8 | ||||
Price per module of the orders to be placed | $ 3,000,000 | ||||
Amount of contractual obligation to be paid in next six months | $ 5,000,000 | ||||
Subsequent Event [Member] | POSCO Energy Settlement Agreement | Settlement agreement orders on or before December 31, 2022 | |||||
Subsequent Events | |||||
Number of additional firm, non-cancelable orders to be placed | 14,000,000 | ||||
Price per module of the orders to be placed | $ 3,000,000 | ||||
Subsequent Event [Member] | Franklin Park Tax Equity Financing Transaction [Member] | |||||
Subsequent Events | |||||
Capacity of plant | MW | 7.4 | ||||
Tax equity financing commitment | $ 12,400,000 | ||||
Initial draw | 3,200,000 | ||||
Closing costs | 400,000 | ||||
Remaining amount of draw | $ 9,200,000 | ||||
Percentage of cash and tax allocations to be received | 95.00% | ||||
Percentage of amount payable | 9.60% |