Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 30, 2024 | Jun. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-14204 | |
Entity Registrant Name | FUELCELL ENERGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-0853042 | |
Entity Address, Address Line One | 3 Great Pasture Road | |
Entity Address, City or Town | Danbury | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06810 | |
City Area Code | 203 | |
Local Phone Number | 825-6000 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | FCEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 497,046,680 | |
Entity Central Index Key | 0000886128 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Current assets: | ||
Cash and cash equivalents, unrestricted | $ 158,790 | $ 249,952 |
Restricted cash and cash equivalents - short-term | 4,969 | 5,159 |
Investments - short-term | 101,340 | 103,760 |
Accounts receivable, net | 7,155 | 3,809 |
Unbilled receivables | 26,409 | 16,296 |
Inventories | 113,918 | 84,456 |
Other current assets | 13,262 | 12,881 |
Total current assets | 425,843 | 476,313 |
Restricted cash and cash equivalents - long-term | 48,134 | 44,465 |
Inventories - long-term | 2,743 | 7,329 |
Project assets, net | 256,607 | 258,066 |
Property, plant and equipment, net | 111,576 | 89,668 |
Operating lease right-of-use assets, net | 8,036 | 8,352 |
Goodwill | 4,075 | 4,075 |
Intangible assets, net | 15,428 | 16,076 |
Other assets | 44,387 | 51,176 |
Total assets (1) | 916,829 | 955,520 |
Current liabilities: | ||
Current portion of long-term debt | 11,733 | 10,067 |
Current portion of operating lease liabilities | 752 | 599 |
Accounts payable | 21,614 | 26,518 |
Accrued liabilities | 24,143 | 26,313 |
Deferred revenue | 6,756 | 2,406 |
Total current liabilities | 64,998 | 65,903 |
Long-term deferred revenue | 987 | 732 |
Long-term operating lease liabilities | 8,857 | 8,992 |
Long-term debt and other liabilities | 130,030 | 119,588 |
Total liabilities (1) | 204,872 | 195,215 |
Redeemable Series B preferred stock (liquidation preference of $64,020 as of April 30, 2024 and October 31, 2023) | 59,857 | 59,857 |
Stockholders' equity: | ||
Common stock ($0.0001 par value); 1,000,000,000 shares authorized as of April 30, 2024 and October 31, 2023; 458,406,776 and 450,626,862 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively | 46 | 45 |
Additional paid-in capital | 2,208,951 | 2,199,661 |
Accumulated deficit | (1,567,474) | (1,515,541) |
Accumulated other comprehensive loss | (1,717) | (1,672) |
Treasury stock, Common, at cost (324,814 and 246,468 shares as of April 30, 2024 and October 31, 2023, respectively) | (1,164) | (1,078) |
Deferred compensation | 1,164 | 1,078 |
Total stockholder's equity | 639,806 | 682,493 |
Noncontrolling interests | 12,294 | 17,955 |
Total equity | 652,100 | 700,448 |
Total liabilities, redeemable Series B preferred stock and total equity | $ 916,829 | $ 955,520 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 458,406,776 | 450,626,862 |
Common stock, shares outstanding | 458,406,776 | 450,626,862 |
Treasury stock, shares | 324,814 | 246,468 |
Assets | $ 916,829 | $ 955,520 |
Cash | 158,790 | 249,952 |
Accounts receivable, net | 7,155 | 3,809 |
Unbilled receivables | 26,409 | 16,296 |
Operating lease right-of-use assets, net | 8,036 | 8,352 |
Other current assets | 13,262 | 12,881 |
Restricted cash and cash equivalents - long-term | 48,134 | 44,465 |
Project assets, net | 256,607 | 258,066 |
Derivative asset | 2,400 | 4,100 |
Other assets | 44,387 | 51,176 |
Current portion of operating lease liabilities | 752 | 599 |
Accounts payable | 21,614 | 26,518 |
Accrued liabilities | 24,143 | 26,313 |
Long-term operating lease liabilities | 8,857 | 8,992 |
Other non-current liabilities | 130,030 | 119,588 |
Total liabilities | 204,872 | 195,215 |
Variable interest entity ("VIE") | ||
Assets | 315,534 | 235,290 |
Cash | 5,153 | 4,797 |
Accounts receivable, net | 182 | |
Unbilled receivables | 7,490 | 1,876 |
Operating lease right-of-use assets, net | 1,671 | 1,680 |
Other current assets | 130,353 | 50,713 |
Restricted cash and cash equivalents - long-term | 626 | 526 |
Project assets, net | 166,098 | 170,444 |
Derivative asset | $ 4,127 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | |
Other assets | 3,962 | $ 1,125 |
Current portion of operating lease liabilities | 203 | 203 |
Accounts payable | 180,224 | 165,824 |
Long-term operating lease liabilities | 2,150 | 2,159 |
Other non-current liabilities | 2,175 | 187 |
Series B Preferred Stock | ||
Preferred Stock, Liquidation Preference, Value | $ 64,020 | $ 64,020 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 22,420 | $ 38,349 | $ 39,111 | $ 75,422 |
Costs of revenues: | ||||
Total costs of revenues | 29,494 | 44,442 | 57,910 | 76,278 |
Gross loss | (7,074) | (6,093) | (18,799) | (856) |
Operating expenses: | ||||
Administrative and selling expenses | 17,660 | 15,068 | 34,060 | 30,077 |
Research and development expenses | 16,627 | 14,697 | 30,980 | 27,380 |
Total costs and expenses | 34,287 | 29,765 | 65,040 | 57,457 |
Loss from operations | (41,361) | (35,858) | (83,839) | (58,313) |
Interest expense | (2,275) | (1,502) | (4,613) | (3,014) |
Interest income | 3,390 | 3,688 | 7,457 | 7,098 |
Other income (expense), net | 2,590 | (236) | (1,060) | (187) |
Loss before provision for income taxes | (37,656) | (33,908) | (82,055) | (54,416) |
Provision for income taxes | (3) | (581) | ||
Net loss | (37,656) | (33,911) | (82,055) | (54,997) |
Net (loss) income attributable to noncontrolling interests | (5,516) | 392 | (30,122) | (2,072) |
Net loss attributable to FuelCell Energy, Inc. | (32,140) | (34,303) | (51,933) | (52,925) |
Series B preferred stock dividends | (800) | (800) | (1,600) | (1,600) |
Net loss attributable to common stockholders | $ (32,940) | $ (35,103) | $ (53,533) | $ (54,525) |
Loss per share basic and diluted: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.07) | $ (0.09) | $ (0.12) | $ (0.13) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.07) | $ (0.09) | $ (0.12) | $ (0.13) |
Basic weighted average shares outstanding (in shares) | 452,984,445 | 406,316,070 | 452,303,339 | 406,055,027 |
Diluted weighted average shares outstanding (in shares) | 452,984,445 | 406,316,070 | 452,303,339 | 406,055,027 |
Net loss | $ (37,656) | $ (33,911) | $ (82,055) | $ (54,997) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (78) | (151) | (45) | 296 |
Total comprehensive loss | (37,734) | (34,062) | (82,100) | (54,701) |
Comprehensive (loss) income attributable to noncontrolling interests | (5,516) | 392 | (30,122) | (2,072) |
Comprehensive loss attributable to FuelCell Energy, Inc. | (32,218) | (34,454) | (51,978) | (52,629) |
Series B Preferred Stock | ||||
Operating expenses: | ||||
Series B preferred stock dividends | (800) | (800) | (1,600) | (1,600) |
Product | ||||
Revenues: | ||||
Total revenues | 9,095 | |||
Costs of revenues: | ||||
Total costs of revenues | 2,938 | 3,486 | 5,329 | 4,515 |
Service | ||||
Revenues: | ||||
Total revenues | 1,369 | 26,190 | 2,986 | 40,072 |
Costs of revenues: | ||||
Total costs of revenues | 1,267 | 20,113 | 3,155 | 31,058 |
Generation | ||||
Revenues: | ||||
Total revenues | 14,118 | 8,440 | 24,611 | 17,997 |
Costs of revenues: | ||||
Total costs of revenues | 21,424 | 17,081 | 42,318 | 33,683 |
Advanced Technologies | ||||
Revenues: | ||||
Total revenues | 6,933 | 3,719 | 11,514 | 8,258 |
Costs of revenues: | ||||
Total costs of revenues | $ 3,865 | $ 3,762 | $ 7,108 | $ 7,022 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total Stockholder's Equity | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Deferred Compensation | Noncontrolling Interests | Total |
Beginning Balance at Oct. 31, 2022 | $ 684,392 | $ 41 | $ 2,094,076 | $ (1,407,973) | $ (1,752) | $ (855) | $ 855 | $ 7,105 | $ 691,497 |
Beginning Balance at (in shares) at Oct. 31, 2022 | 405,562,988 | ||||||||
Common stock issued, non-employee compensation | 68 | 68 | 68 | ||||||
Common stock issued, non-employee compensation (in shares) | 21,106 | ||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards | (314) | (314) | (314) | ||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards (in shares) | 169,065 | ||||||||
Share based compensation | 2,637 | 2,637 | 2,637 | ||||||
Preferred dividends - Series B | (800) | (800) | (800) | ||||||
Effect of foreign currency translation | 447 | 447 | 447 | ||||||
Adjustment for deferred compensation | (68) | 68 | |||||||
Adjustment for deferred compensation (in shares) | (21,106) | ||||||||
Reclassification of redeemable non-controlling interest | 3,030 | 3,030 | |||||||
Distribution to noncontrolling interest | (106) | (106) | |||||||
Net Loss | (18,622) | (18,622) | (2,464) | (21,086) | |||||
Ending Balance at Jan. 31, 2023 | 667,808 | $ 41 | 2,095,667 | (1,426,595) | (1,305) | (923) | 923 | 7,565 | 675,373 |
Ending Balance at (in shares) at Jan. 31, 2023 | 405,732,053 | ||||||||
Beginning Balance at Oct. 31, 2022 | 684,392 | $ 41 | 2,094,076 | (1,407,973) | (1,752) | (855) | 855 | 7,105 | 691,497 |
Beginning Balance at (in shares) at Oct. 31, 2022 | 405,562,988 | ||||||||
Effect of foreign currency translation | 296 | ||||||||
Net loss attributable to noncontrolling interests | 2,072 | ||||||||
Net Loss | (54,997) | ||||||||
Ending Balance at Apr. 30, 2023 | 638,411 | $ 41 | 2,100,724 | (1,460,898) | (1,456) | (923) | 923 | 7,814 | 646,225 |
Ending Balance at (in shares) at Apr. 30, 2023 | 406,738,713 | ||||||||
Beginning Balance at Jan. 31, 2023 | 667,808 | $ 41 | 2,095,667 | (1,426,595) | (1,305) | (923) | 923 | 7,565 | 675,373 |
Beginning Balance at (in shares) at Jan. 31, 2023 | 405,732,053 | ||||||||
Sale of common stock, net of fees | 2,663 | 2,663 | 2,663 | ||||||
Sale of common stock, net of fees (in shares) | 949,438 | ||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards (in shares) | 57,222 | ||||||||
Share based compensation | 3,194 | 3,194 | 3,194 | ||||||
Preferred dividends - Series B | (800) | (800) | (800) | ||||||
Effect of foreign currency translation | (151) | (151) | (151) | ||||||
Distribution to noncontrolling interest | (143) | (143) | |||||||
Net loss attributable to noncontrolling interests | (392) | ||||||||
Net Loss | (34,303) | (34,303) | 392 | (33,911) | |||||
Ending Balance at Apr. 30, 2023 | 638,411 | $ 41 | 2,100,724 | (1,460,898) | (1,456) | (923) | 923 | 7,814 | 646,225 |
Ending Balance at (in shares) at Apr. 30, 2023 | 406,738,713 | ||||||||
Beginning Balance at Oct. 31, 2023 | 682,493 | $ 45 | 2,199,661 | (1,515,541) | (1,672) | (1,078) | 1,078 | 17,955 | $ 700,448 |
Beginning Balance at (in shares) at Oct. 31, 2023 | 450,626,862 | 450,626,862 | |||||||
Common stock issued, non-employee compensation | 51 | 51 | $ 51 | ||||||
Common stock issued, non-employee compensation (in shares) | 44,398 | ||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards | (926) | (926) | (926) | ||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards (in shares) | 1,235,192 | ||||||||
Share based compensation | 2,876 | 2,876 | 2,876 | ||||||
Preferred dividends - Series B | (800) | (800) | (800) | ||||||
Effect of foreign currency translation | 33 | 33 | 33 | ||||||
Adjustment for deferred compensation | (51) | 51 | |||||||
Adjustment for deferred compensation (in shares) | (44,398) | ||||||||
Contributions received from sale of noncontrolling interest | 25,122 | 25,122 | |||||||
Distribution to noncontrolling interest | (236) | (236) | |||||||
Net Loss | (19,793) | (19,793) | (24,606) | (44,399) | |||||
Ending Balance at Jan. 31, 2024 | 663,934 | $ 45 | 2,200,862 | (1,535,334) | (1,639) | (1,129) | 1,129 | 18,235 | 682,169 |
Ending Balance at (in shares) at Jan. 31, 2024 | 451,862,054 | ||||||||
Beginning Balance at Oct. 31, 2023 | 682,493 | $ 45 | 2,199,661 | (1,515,541) | (1,672) | (1,078) | 1,078 | 17,955 | $ 700,448 |
Beginning Balance at (in shares) at Oct. 31, 2023 | 450,626,862 | 450,626,862 | |||||||
Effect of foreign currency translation | $ (45) | ||||||||
Net loss attributable to noncontrolling interests | 30,122 | ||||||||
Net Loss | (82,055) | ||||||||
Ending Balance at Apr. 30, 2024 | 639,806 | $ 46 | 2,208,951 | (1,567,474) | (1,717) | (1,164) | 1,164 | 12,294 | $ 652,100 |
Ending Balance at (in shares) at Apr. 30, 2024 | 458,406,776 | 458,406,776 | |||||||
Beginning Balance at Jan. 31, 2024 | 663,934 | $ 45 | 2,200,862 | (1,535,334) | (1,639) | (1,129) | 1,129 | 18,235 | $ 682,169 |
Beginning Balance at (in shares) at Jan. 31, 2024 | 451,862,054 | ||||||||
Sale of common stock, net of fees | 5,893 | $ 1 | 5,892 | 5,893 | |||||
Sale of common stock, net of fees (in shares) | 6,463,716 | ||||||||
Common stock issued, non-employee compensation | 47 | 47 | 47 | ||||||
Common stock issued, non-employee compensation (in shares) | 46,357 | ||||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards | (52) | (52) | (52) | ||||||
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards (in shares) | 68,597 | ||||||||
Share based compensation | 3,002 | 3,002 | 3,002 | ||||||
Preferred dividends - Series B | (800) | (800) | (800) | ||||||
Effect of foreign currency translation | (78) | (78) | (78) | ||||||
Adjustment for deferred compensation | (35) | 35 | |||||||
Adjustment for deferred compensation (in shares) | (33,948) | ||||||||
Distribution to noncontrolling interest | (425) | (425) | |||||||
Net loss attributable to noncontrolling interests | 5,516 | ||||||||
Net Loss | (32,140) | (32,140) | (5,516) | (37,656) | |||||
Ending Balance at Apr. 30, 2024 | $ 639,806 | $ 46 | $ 2,208,951 | $ (1,567,474) | $ (1,717) | $ (1,164) | $ 1,164 | $ 12,294 | $ 652,100 |
Ending Balance at (in shares) at Apr. 30, 2024 | 458,406,776 | 458,406,776 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (82,055) | $ (54,997) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 5,877 | 5,831 |
Depreciation and amortization | 18,151 | 12,036 |
Non-cash interest expense on finance obligations | 1,081 | 2,071 |
Unrealized loss on derivative contracts | 5,020 | 114 |
Operating lease costs | 703 | 744 |
Operating lease payments | (700) | (644) |
Impairment of property, plant and equipment and project assets | 2,375 | |
Unrealized foreign currency losses | (16) | |
Other, net | 11 | (36) |
(Increase) decrease in operating assets: | ||
Accounts receivable | (3,346) | (1,562) |
Unbilled receivables | (5,728) | (21,164) |
Inventories | (29,462) | 3,615 |
Other assets | (2,303) | (10,577) |
(Decrease) increase in operating liabilities: | ||
Accounts payable | (6,259) | (1,486) |
Accrued liabilities | (985) | (4,320) |
Deferred revenue | 4,605 | (20,654) |
Net cash used in operating activities | (95,390) | (88,670) |
Cash flows from investing activities: | ||
Capital expenditures | (23,773) | (16,903) |
Project asset expenditures | (8,201) | (19,753) |
Maturity of held-to-maturity debt securities | 260,855 | 63,330 |
Purchases of held-to-maturity debt securities | (256,285) | (138,244) |
Net cash used in investing activities | (27,404) | (111,570) |
Cash flows from financing activities: | ||
Repayment of debt and finance obligations | (5,248) | (4,528) |
Proceeds from the issuance of debt | 13,000 | |
Payment for debt issuance costs | (372) | |
Expenses related to common stock issued for stock plans | 68 | 21 |
Contributions received from sale of noncontrolling interest | 25,122 | |
Distribution to noncontrolling interest | (661) | (249) |
Payments for taxes related to net share settlement of equity awards | (1,045) | (337) |
Common stock issuance, net of fees | 5,892 | 2,667 |
Payment of preferred dividends | (1,600) | (1,600) |
Net cash provided by (used in) financing activities | 35,156 | (4,026) |
Effects on cash from changes in foreign currency rates | (45) | 296 |
Net decrease in cash, cash equivalents and restricted cash | (87,683) | (203,970) |
Cash, cash equivalents and restricted cash-beginning of period | 299,576 | 481,044 |
Cash, cash equivalents and restricted cash-end of period | $ 211,893 | $ 277,074 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - Supplemental Cash Flow Information (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents, unrestricted | $ 158,790 | $ 246,844 |
Restricted cash and cash equivalents - short-term | 4,969 | 4,778 |
Restricted cash and cash equivalents - long-term | 48,134 | 25,452 |
Total cash, cash equivalents and restricted cash | 211,893 | 277,074 |
Cash interest paid | 3,225 | 663 |
Noncash financing and investing activity: | ||
Recognition of operating lease liabilities | 2,147 | |
Recognition of operating lease right-of-use assets | 2,147 | |
Noncash reclassifications from inventory to project assets | 4,586 | |
Accrued purchases of fixed assets, cash to be paid in subsequent period | 3,460 | 3,060 |
Accrued purchases of project assets, cash to be paid in subsequent period | $ 620 | $ 2,145 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Apr. 30, 2024 | |
Nature of Business and Basis of Presentation | |
Nature of Business and Basis of Presentation | Note 1. 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”) is a global leader in delivering environmentally responsible distributed baseload energy platform solutions through our proprietary fuel cell technology. Today, we offer commercial technology that produces clean electricity, heat, clean hydrogen, and water and is also capable of recovering and capturing carbon for utilization and/or sequestration, depending on product configuration and application. We also continue to invest in product development and commercializing technologies that are expected to add new capabilities to our platforms’ abilities to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as further enhance our existing platforms’ carbon capture solutions. FuelCell Energy is focused on advancing sustainable clean energy technologies that address some of the world’s most critical challenges around energy access, security, resilience, reliability, affordability, safety and environmental stewardship. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for industrial and commercial businesses, utilities, governments, municipalities, and communities. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position as of April 30, 2024 and October 31, 2023 and results of operations as of and for the three and six months ended April 30, 2024 and 2023 have been included. All intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2023 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2023, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Principles of Consolidation The unaudited consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which are tax equity partnerships further described in Note 3. “Tax Equity Financings.” This approach focuses on determining whether we have the power to direct those activities of the tax equity partnerships that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the tax equity partnerships. For all periods presented, we have determined that we are the primary beneficiary in all of our tax equity partnerships. We evaluate our tax equity partnerships on an ongoing basis to ensure that we continue to be the primary beneficiary. Use of Estimates The preparation of financial statements and related disclosures in conformity with 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, 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), valuation of derivatives, 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. Liquidity Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions. We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of April 30, 2024, unrestricted cash and cash equivalents totaled $158.8 million compared to $250.0 million as of October 31, 2023. During the year ended October 31, 2023 and the six months ended April 30, 2024, the Company invested in United States (U.S.) Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $101.3 million as of April 30, 2024, compared to $103.8 million as of October 31, 2023 and is classified as Investments - short-term on the Consolidated Balance Sheets. During the three months ended April 30, 2024, the Company (through one of its indirect subsidiaries) entered into three related term loan facilities (which are referred to herein as the “Derby Senior Back Leverage Loan Facility” and the “Derby Subordinated Back Leverage Loan Facility”), resulting in aggregate gross loan proceeds of $13.0 million. See Note 15. “Debt” for additional information regarding the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility. On April 10, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Open Market Sale Agreement , dated July 12, 2022 (the “2022 Sales Agreement”), with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”) (the 2022 Sales Agreement as amended by the Amendment, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment) During the fourth quarter of fiscal year 2023, the Company closed on a tax equity financing transaction with Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”), a subsidiary of Franklin Park Infrastructure, LLC, for two fuel cell power plant installations -- the 14.0 megawatt (“MW”) Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”). Franklin Park’s tax equity commitment with respect to the Derby Projects totaled $30.2 million. Of this amount, approximately $9.1 million was received on October 31, 2023 and the remaining approximately $21.1 million was received during the six months ended April 30, 2024. In connection with the initial closing of this tax equity financing transaction in fiscal year 2023, the Company paid closing costs of approximately $1.8 million, which included appraisal fees, title insurance expenses and legal and consulting fees. During the first quarter of fiscal year 2024, the Company completed the Technical Improvement Plan to bring the Groton Project (defined elsewhere herein) to its rated capacity and the Groton Project reached its design rated output of 7.4 MW. The Company achieved all conditions precedent required for the first annual funding from East West Bancorp, Inc. (“East West Bank”) under the tax equity financing transaction between the Company and East West Bank and, as a result, the Company received a $4.0 million contribution during the six months ended April 30, 2024 which is recorded as noncontrolling interest on the Consolidated Balance Sheets. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, funds received upon the maturity of U.S. Treasury Securities, 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, for the remainder of fiscal year 2024 and in the long-term, 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 and manufacturing expansion, (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 solid oxide, hydrogen and carbon capture platforms, (viii) implement capacity expansion for solid oxide product manufacturing, (ix) implement the product cost reductions necessary to achieve profitable operations, (x) manage working capital and the Company’s unrestricted cash balance and (xi) access the capital markets to raise funds through the sale of debt and 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, technology sharing, transfer or other technology license arrangements, joint ventures, partnerships, acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such arrangements to construct and deploy our projects to facilitate the growth of our business. The Company has invested capital raised from sales of its common stock to build out its project portfolio. The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations, particularly in light of the passage of the Inflation Reduction Act in August 2022. The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The proceeds of any such financing, if obtained, may allow the Company to reinvest capital back into the business and 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Apr. 30, 2024 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements Recently Adopted Accounting Guidance There is no recently adopted accounting guidance. Recent Accounting Guidance Not Yet Effective In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued guidance to enhance income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, disclosures will be required relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This guidance is effective for fiscal years and interim periods beginning after December 15, 2024. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. |
Tax Equity Financings
Tax Equity Financings | 6 Months Ended |
Apr. 30, 2024 | |
Tax Equity Financings | |
Tax Equity Financings | Note 3. Tax Equity Financings Derby Tax Equity Financing Transaction Since the Derby Projects became operational during the first quarter of fiscal year 2024, we have begun to allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value ("HLBV") method. For the three and six months ended April 30, 2024, the net loss attributable to noncontrolling interests totaled $6.1 million and $26.8 million, respectively . Groton Tax Equity Financing Transaction The Company closed on a tax equity financing transaction in August 2021 with East West Bank for the 7.4 MW fuel cell project (the “Groton Project”) located on the U.S. Navy Submarine Base in Groton, CT. East West Bank’s tax equity commitment totaled $15 million. For the three and six months ended April 30, 2024, the net income (loss) attributable to noncontrolling interests for Groton Station FuelCell Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the Groton Project) Yaphank Tax Equity Financing Transaction The Company closed on a tax equity financing transaction in November 2021 with Renewable Energy Investors, LLC (“REI”), a subsidiary of Franklin Park Infrastructure, LLC, for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) located in Yaphank Long Island. REI’s tax equity commitment totaled $12.4 million. During each of the three month periods ended April 30, 2024 and 2023, the Company made priority return distributions to REI of $0.1 million. During the six months ended April 30, 2024 and 2023, the Company made priority return distributions to REI of $0.3 million and $0.2 million, respectively. For the three months ended April 30, 2024 and 2023, net income attributable to noncontrolling interest for YTBFC Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the LIPA Yaphank Project) totaled $0.2 million and $0.4 million, respectively. For the six months ended April 30, 2024 and 2023, net (loss) income attributable to noncontrolling interest for YTBFC Holdco, LLC totaled ($0.1) million and $0.8 million, respectively. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Apr. 30, 2024 | |
Revenue Recognition | |
Revenue Recognition | Note 4. Revenue Recognition Contract Balances Contract assets as of April 30, 2024 and October 31, 2023 were $47.8 million ($21.4 million long-term) and $42.1 million ($25.8 million long-term), respectively. The contract assets relate to the Company’s rights to consideration for work completed but not yet 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. 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. Contract liabilities as of April 30, 2024 and October 31, 2023 were $7.7 million and $3.1 million, respectively. These amounts are included on a separate line item as Deferred revenue, and balances expected to be recognized as revenue beyond one year from the balance sheet date are included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. 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 variable consideration for previously sold products. The net change in contract liabilities represents customer billings offset by revenue recognized. Consideration Payable to a Customer As of October 31, 2023, the Company had recorded $6.3 million ($6.0 million long-term) as consideration payable to Toyota Motor North America (“Toyota”), which is included within Accrued liabilities and Long-term debt and other liabilities on the accompanying Consolidated Balance Sheets. The Company received payment for the sale of an investment tax credit with respect to the Toyota project at the Port of Long Beach during the year ended October 31, 2023 and the net amount of $6.3 million will be recorded as a reduction to revenue during the period of measurement, which is the 20-year term of the hydrogen production and power purchase agreement between Toyota and the Company (“Toyota HPPA”). Advanced Technologies Revenue – EMTEC Joint Development Agreement and Rotterdam Pilot Project Purchase Order In May 2023, the Company entered into a second letter agreement with ExxonMobil Technology and Engineering Company (formerly known as ExxonMobil Research and Engineering Company) (“EMTEC”), pursuant to which the parties agreed that the conditions to the Company’s agreement to invest in the future demonstration of the technology for capturing carbon at an ExxonMobil refinery located in Rotterdam, Netherlands (such demonstration, the “Rotterdam Project”) were met in April 2023 and, as a result, the Company will recognize $2.5 million of the $5.0 million milestone payment received in fiscal year 2022 under the Company’s Joint Development Agreement with EMTEC as revenue across future deliverables to EMTEC. Of this $2.5 million, the Company recognized revenue of $0.9 million through April 30, 2024. The other $2.5 million of the $5.0 million milestone payment received in fiscal year 2022 under the Company’s Joint Development Agreement with EMTEC was applied during fiscal year 2023 to discount EMTEC’s purchase of the Company’s fuel cell module and detailed engineering design for the Rotterdam Project. On January 31, 2024, the Company received a purchase order valued at $11.6 million from Esso Nederland B.V. (“Esso”), an affiliate of Exxon Mobil Corporation and EMTEC, for fuel cell modules as well as engineering, procurement, fabrication, testing and delivery services required for the construction and implementation of the modular point source carbon capture pilot plant at the Esso Rotterdam Manufacturing Complex. The Company expects that this pilot plant will be completed and commissioned early in calendar year 2026. On and effective as of March 31, 2024, the Company and EMTEC entered into Amendment No. 5 (“Amendment No. 5”) to the Joint Development Agreement between the Company and EMTEC (as amended, the “Joint Development Agreement”). In Amendment No. 5, the Company and EMTEC further extended the term of the Joint Development Agreement such that it will end on December 31, 2026 (unless terminated earlier), so that the Company and EMTEC may pursue continued work to allow for technical readiness of the Generation 2 Technology fuel cell module as well as additional continuous technology development. In parallel with the Joint Development Agreement, the Company and EMTEC will pursue pioneer commercial deployments of the Generation 2 Technology with third parties, with the Company as the fuel cell module manufacturer for such deployments. Amendment No. 5 also removed the cap on the maximum amount of research costs to be reimbursed by EMTEC, and instead includes an expected annual budget for the anticipated work through the remaining term of the Joint Development Agreement of at least $10.0 million per year, subject to approval by EMTEC. In addition, Amendment No. 5 provides the Company with the ability to pursue new carbon capture projects with third parties for the remaining duration of the term of the Joint Development Agreement using Generation 1 Technology or Generation 2 Technology (provided that the use of Generation 2 Technology must be limited to the use of Generation 2 physical fuel cell properties and design elements in Generation 1 Technology modules), with any new sales of such activities, authorized work, and carbon capture projects, when summed together, having the capability of capturing no more than 250,000 tons of CO 2 Remaining Performance Obligations Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of April 30, 2024, the Company’s total remaining performance obligations were: $145.1 million for service agreements (expected to be recognized as revenue over approximately three nineteen |
Investments - Short-Term
Investments - Short-Term | 6 Months Ended |
Apr. 30, 2024 | |
Investments - Short-Term | |
Investments - Short-Term | Note 5. Investments – Short-Term The Company began to invest in U.S. Treasury Securities during fiscal year 2023. The outstanding U.S. Treasury Securities are classified as held-to-maturity and are recorded at amortized cost. The contractual maturities of investments as of April 30, 2024 and October 31, 2023 were within one year and the weighted average yield to maturity was 5.37% and 5.45%, respectively. Amortized Gross unrealized Gross unrealized cost gains losses Fair value U.S. Treasury Securities As of April 30, 2024 $ 101,340 $ - $ (11) $ 101,329 As of October 31, 2023 $ 103,760 $ 1 $ - $ 103,761 |
Inventories
Inventories | 6 Months Ended |
Apr. 30, 2024 | |
Inventories | |
Inventories | Note 6. Inventories Inventories (current and long-term) as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Raw materials $ 39,729 $ 36,200 Work-in-process (1) 76,932 55,585 Inventories 116,661 91,785 Inventories – current (113,918) (84,456) Inventories – long-term (2) $ 2,743 $ 7,329 (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 plant orders or for use under the Company’s service agreements. (2) Long-term inventory includes modules that are contractually required to be segregated for use as exchange modules for specific project assets. Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power platform. |
Project Assets
Project Assets | 6 Months Ended |
Apr. 30, 2024 | |
Project Assets | |
Project Assets | Note 7. Project Assets Project assets as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, Estimated 2024 2023 Useful Life Project Assets – Operating $ 308,603 $ 213,753 4-20 years Accumulated depreciation (53,006) (46,263) Project Assets – Operating, net 255,597 167,490 Project Assets – Construction in progress 1,010 90,576 Project Assets, net $ 256,607 $ 258,066 The estimated useful lives of these project assets are 20 years for balance of plant and site construction, and four Project assets as of April 30, 2024 and October 31, 2023 also include installations with carrying values of $1.0 million and $90.6 million, respectively, which are being developed and constructed by the Company in connection with projects for which we have entered into PPAs. Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Apr. 30, 2024 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets As of April 30, 2024 and October 31, 2023, the Company had goodwill of $4.1 million and intangible assets of $15.4 million and $16.1 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 an indefinite-lived in-process research and development intangible asset for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation. Amortization expense for the Bridgeport Fuel Cell Project-related intangible asset for each of the three month periods ended April 30, 2024 and 2023 was $0.3 million and for each of the six month periods ended April 30, 2024 and 2023 was $0.6 million. The following tables summarize the carrying value of the Company’s intangible assets as of April 30, 2024 and October 31, 2023 (in thousands): As of April 30, 2024 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ - $ 9,592 Bridgeport PPA 12,320 (6,484) 5,836 Total $ 21,912 $ (6,484) $ 15,428 As of October 31, 2023 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ - $ 9,592 Bridgeport PPA 12,320 (5,836) 6,484 Total $ 21,912 $ (5,836) $ 16,076 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Apr. 30, 2024 | |
Accrued Liabilities | |
Accrued Liabilities | Note 9. Accrued Liabilities Accrued liabilities as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Accrued payroll and employee benefits (1) $ 7,123 $ 7,752 Consideration payable to a customer (2) 2,550 3,958 Accrued service agreement and PPA costs (3) 10,436 10,742 Accrued legal, taxes, professional and other 4,034 3,861 Accrued liabilities $ 24,143 $ 26,313 (1) The balance in this account represents accrued payroll, payroll taxes and accrued bonus for both periods. (2) The balance represents the net amount due to Toyota as an accrued liability, which will be reduced over time against billings to Toyota for hydrogen sales under the terms of the Toyota HPPA. (3) Accrued service agreement costs include loss accruals on service agreements of $9.4 million and $9.5 million as of April 30, 2024 and October 31, 2023, respectively. The accruals for performance guarantees on service agreements and PPAs were $1.0 million and $1.2 million as of April 30, 2024 and October 31, 2023, respectively. |
Leases
Leases | 6 Months Ended |
Apr. 30, 2024 | |
Leases | |
Leases | Note 10. Leases The Company enters into operating 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. The Company currently has no finance leases. Operating lease expense for the three month periods ended April 30, 2024 and 2023 was $0.3 million and $0.4 million, respectively, and for each of the six month periods ended April 30, 2024 and 2023 was $0.7 million. As of April 30, 2024, the weighted average remaining lease term (in years) was approximately 17 years and the weighted average discount rate was 7.0%. Lease payments made during the three months ended April 30, 2024 and 2023 were $0.5 million and $0.3 million, respectively, and for the six months ended April 30, 2024 and 2023 were $0.7 million and $0.6 million, respectively. Undiscounted maturities of operating lease liabilities as of April 30, 2024 were as follows (in thousands): Operating Leases Due Year 1 $ 1,346 Due Year 2 1,258 Due Year 3 1,287 Due Year 4 1,307 Due Year 5 1,011 Thereafter 12,321 Total undiscounted lease payments 18,530 Less imputed interest (8,921) Total discounted lease payments $ 9,609 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Apr. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11. Stockholders’ Equity 2022 Open Market Sale Agreement and Amended Sales Agreement On July 12, 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sales Agreement”) with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”) Pursuant to the 2022 Sales Agreement, the Company was required to pay and has paid each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the 2022 Sales Agreement. On April 10, 2024, the Company and the Agents entered into Amendment No. 1 (the “Amendment”) to the 2022 Sales Agreement (the 2022 Sales Agreement as amended by the Amendment, the “Amended Sales Agreement”), 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 $300.0 million (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment). Pursuant to the Amended Sales Agreement, the Company is required to pay and has paid each Agent a commission equal to 2.0 % of the gross proceeds from each sale of shares made by such Agent under the Amended Sales Agreement. Prior to the amendment of the 2022 Sales Agreement on April 10, 2024, no shares were sold by the Company under the 2022 Sales Agreement during the three or six months ended April 30, 2024. From the date of the Amended Sales Agreement through April 30, 2024, the Company sold approximately 6.5 million shares under the Amended Sales Agreement at an average sale price of $0.98 per share, resulting in gross proceeds of approximately $6.3 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $5.9 million after deducting sales commissions totaling approximately $0.1 million and fees totaling approximately $0.3 million. As of April 30, 2024, approximately $293.7 million of shares remained available for sale under the Amended Sales Agreement. See Note 18. “Subsequent Events” for information regarding sales made under the Amended Sales Agreement following the end of the quarter. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Apr. 30, 2024 | |
Redeemable Preferred Stock | |
Redeemable Preferred Stock | Note 12. 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 (“Series B Preferred Stock”) in March 2005. Series B Preferred Stock As of April 30, 2024, the Company had 105,875 shares of Series B Preferred Stock, with a liquidation preference of $1,000.00 per share, authorized for issuance. As of April 30, 2024 and October 31, 2023, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. Dividends of $1.6 million were paid in cash during each of the six month periods ended April 30, 2024 and 2023. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Apr. 30, 2024 | |
Loss Per Share | |
Loss Per Share | Note 13. Loss Per Share The calculation of basic and diluted loss per share was as follows (in thousands, except share and per share amounts): Three Months Ended April 30, Six Months Ended April 30, 2024 2023 2024 2023 Numerator Net loss attributable to FuelCell Energy, Inc. $ (32,140) $ (34,303) $ (51,933) $ (52,925) Series B preferred stock dividends (800) (800) (1,600) (1,600) Net loss attributable to common stockholders $ (32,940) $ (35,103) $ (53,533) $ (54,525) Denominator Weighted average common shares outstanding – basic 452,984,445 406,316,070 452,303,339 406,055,027 Effect of dilutive securities (1) - - - - Weighted average common shares outstanding – diluted 452,984,445 406,316,070 452,303,339 406,055,027 Net loss to common stockholders per share – basic $ (0.07) $ (0.09) $ (0.12) $ (0.13) Net loss to common stockholders per share – diluted (1) $ (0.07) $ (0.09) $ (0.12) $ (0.13) (1) Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of April 30, 2024 and 2023, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: April 30, April 30, 2024 2023 Outstanding options to purchase common stock 17,318 18,291 Unvested Restricted Stock Units 17,062,098 7,039,970 5% Series B Cumulative Convertible Perpetual Preferred Stock 37,837 37,837 Total potentially dilutive securities 17,117,253 7,096,098 |
Restricted Cash
Restricted Cash | 6 Months Ended |
Apr. 30, 2024 | |
Restricted Cash | |
Restricted Cash | Note 14. Restricted Cash As of April 30, 2024 and October 31, 2023, there was $53.1 million and $49.6 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, and reserved for letters of credit for certain banking requirements and contracts. The allocation of restricted cash is as follows (in thousands): April 30, October 31, 2024 2023 Cash Restricted for Outstanding Letters of Credit (1) $ 14,152 $ 14,152 Cash Restricted for Crestmark Sale-Leaseback Transactions 2,905 2,901 Debt Service and Performance Reserves related to OpCo Financing Facility 20,855 19,698 Debt Service and Performance Reserves related to the Senior and Subordinated Back Leverage Loan Facilities 10,447 9,294 Other 4,744 3,579 Total Restricted Cash 53,103 49,624 Restricted Cash and Cash Equivalents – Short-Term (2) (4,969) (5,159) Restricted Cash and Cash Equivalents – Long-Term $ 48,134 $ 44,465 (1) Letters of credit outstanding as of April 30, 2024 expire on various dates through October 2029. (2) Short-term restricted cash and cash equivalents are amounts expected to be released and classified as unrestricted cash within twelve months of the balance sheet date. |
Debt
Debt | 6 Months Ended |
Apr. 30, 2024 | |
Debt | |
Debt | Note 15. Debt Debt as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) $ 6,500 $ — Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 3,000 — Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) 3,500 — Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility) 8,000 8,000 Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility) 5,659 5,876 Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility) 5,649 5,873 Finance obligation for sale-leaseback transactions 18,813 18,814 State of Connecticut Loan 6,468 6,908 Finance lease obligations — 12 OpCo Financing Facility 73,891 77,510 Deferred finance costs (3,553) (3,526) Total debt and finance obligations 127,927 119,467 Current portion of long-term debt and finance obligations (11,733) (10,067) Long-term debt and finance obligations $ 116,194 $ 109,400 Derby Back Leverage Financing On April 25, 2024, FuelCell Energy Derby Finance Holdco, LLC (“Derby Holdco Borrower”), a wholly owned subsidiary of FuelCell Energy Finance, LLC (“FCEF”), which, in turn, is a wholly owned subsidiary of FuelCell Energy, Inc. (“Parent”), entered into: (i) a Credit Agreement (the “Derby Senior Back Leverage Credit Agreement”) with, by and among Liberty Bank, in its capacities as a lender (“Liberty Lender”), administrative agent (the “Senior Administrative Agent”), and lead arranger, and Connecticut Green Bank, in its capacity as a lender (“Green Bank Lender” and, collectively with Liberty Lender, the “Derby Senior Back Leverage Lenders”), for a term loan facility in an amount not to exceed an aggregate of $9.5 million to be provided 68% by Liberty Lender and 32% by Green Bank Lender (such facility, the “Derby Senior Back Leverage Loan Facility,” each such term loan, a “Derby Senior Back Leverage Loan” and such term loans together, the “Derby Senior Back Leverage Loans”); and (ii) a Credit Agreement (the “Derby Subordinated Back Leverage Credit Agreement”) with Connecticut Green Bank, as administrative agent (the “Subordinated Administrative Agent”) and lender (“Derby Subordinated Back Leverage Lender”), for a term loan facility in an amount not to exceed $3.5 million (such facility, the “Derby Subordinated Back Leverage Loan Facility” and such term loan, the “Derby Subordinated Back Leverage Loan”). The Derby Senior Back Leverage Lenders and the Derby Subordinated Back Leverage Lender are referred to collectively as the “Derby Back Leverage Lenders.” Derby Holdco Borrower’s obligations under the Derby Senior Back Leverage Credit Agreement and the Derby Subordinated Back Leverage Credit Agreement are secured by a lien on all of Derby Holdco Borrower’s assets, consisting principally of its Class B Member Interests (the “Derby Class B Interests”) in Derby Fuel Cell Holdco, LLC (the “Derby Tax Equity Holdco”). The Class A Membership Interests (the “Derby Class A Interests”) in the Derby Tax Equity Holdco are held by Franklin Park (see Note 1 for further discussion of the tax equity financing transaction structure). Derby Holdco Borrower is also the Managing Member of the Derby Tax Equity Holdco. The Derby Tax Equity Holdco’s primary asset is ownership of all of the outstanding equity interests in Derby Station Fuel Cell, LLC and SCEF1 Fuel Cell, LLC (the “Derby Project Companies”). The Derby Project Companies, in turn, are the owners of the fuel cell power plants located in Derby, Connecticut (which are referred to herein as the “Derby Projects”). As additional context concerning the relationship among the parties with respect to the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility more fully described below, on October 19, 2018, the Derby Project Companies and Parent entered into an Amended and Restated Power Purchase Agreement (the “Derby Amended and Restated PPA”) with The Connecticut Light and Power Company d/b/a Eversource Energy (“CLPC”), pursuant to which the Derby Project Companies agreed to sell to CLPC, and CLPC agreed to purchase from the Derby Project Companies, all of the electricity output produced by the Derby Projects pursuant to the terms and conditions of the Derby Amended and Restated PPA. At the closing (the “Derby Closing”) of each of the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility, which occurred simultaneously on April 25, 2024 (the “Derby Closing Date”), the entire amount of each of the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility was drawn down in the aggregate amount of $13.0 million. After payment of fees and transaction costs (including fees to the Derby Back Leverage Lenders and legal costs) of approximately $0.2 million in the aggregate, the remaining proceeds of approximately $12.8 million were used as follows: (i) approximately $0.9 million was used to fund debt service and module replacement reserve accounts (“DSCR Reserve Accounts”) for the Derby Senior Back Leverage Lenders in amounts of approximately $0.6 million for Liberty Lender and approximately $0.3 million for Green Bank Lender; (ii) approximately $0.4 million was used to fund a DSCR Reserve Account for the Derby Subordinated Back Leverage Lender; and (iii) the remaining amount of approximately $11.5 million was released to Parent from the Derby Back Leverage Lenders. Additionally, the Company incurred legal fees of approximately $0.2 million in relation to the financing that was not deducted from the debt proceeds. The Derby Senior Back Leverage Loan will accrue interest on the unpaid principal amount calculated from the date of such Derby Senior Back Leverage Loan until the maturity date at a rate per annum equal to 7.25%. Quarterly principal amortization and interest payments are required to be made by Derby Holdco Borrower on the Derby Senior Back Leverage Loan based on a seven-year amortization period. The Derby Senior Back Leverage Loans have a seven-year term, maturing on March 31, 2031. The Derby Subordinated Back Leverage Loan will accrue interest on the unpaid principal amount calculated from the date of such Derby Subordinated Back Leverage Loan until the maturity date at a rate per annum equal to 8%. Pursuant to the Derby Subordinated Back Leverage Loan Facility, during the “Derby Interest Only Period” (as defined below), Derby Holdco Borrower is required to make quarterly payments of interest only until June 30, 2031. Following the end of the “Derby Interest Only Period,” principal and interest payments are required to be made quarterly in quarterly level payments (“mortgage style”) of principal and interest until the maturity date on March 31, 2038. Each of the Derby Senior Back Leverage Credit Agreement and the Derby Subordinated Back Leverage Credit Agreement contains certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type. Included in the covenants are covenants that: (i) Derby Holdco Borrower maintain a “Senior” debt service coverage ratio (which is computed taking into account debt service obligations on the Derby Senior Back Leverage Loans) of not less than 1.25:1.00 (based on the trailing 12 months and tested every quarter) and a “Total” debt service coverage ratio (which is computed taking into account debt service obligations on both the Derby Senior Back Leverage Loans and the Derby Subordinated Back Leverage Loan) of not less than 1.10:1.00 (based on the trailing 12 months and tested on a quarterly basis); (ii) Derby Holdco Borrower may make distributions or dividends only if the foregoing debt to equity coverage ratios have been satisfied and Derby Holdco Borrower is not in default under any provisions of either the Derby Senior Back Leverage Credit Agreement or the Derby Subordinated Back Leverage Credit Agreement, including having made all required deposits into reserve accounts; (iii) Derby Holdco Borrower is required to exercise its right under the Derby Tax Equity Holdco limited liability company agreement to acquire the Derby Class A Interests from Franklin Park during the ninety day period beginning on the “Flip Point” (which, pursuant to the Derby Tax Equity Holdco limited liability company agreement, is the date on which the holder of Derby Class A Interests has realized a certain return on investment and, accordingly, Derby Holdco Borrower, as holder of the Derby Class B Interests, has the right to purchase the Derby Class A Interests); and (iv) the consent of the Senior Administrative Agent is required prior to Derby Holdco Borrower’s taking certain material actions under the Derby Tax Equity Holdco limited liability company agreement. Each of the Derby Senior Back Leverage Credit Agreement and the Derby Subordinated Back Leverage Credit Agreement also contains customary representations and warranties and customary events of default that cause, or entitle the Derby Back Leverage Lenders to cause, the outstanding loans to become immediately due and payable. In addition to customary events of default for transactions of this kind, the events of default include if a Change of Control occurs (meaning Parent no longer directly or indirectly owns Derby Holdco Borrower), a cross default (meaning that a default under the Derby Senior Back Leverage Loan Facility shall be deemed a default under the Derby Subordinated Back Leverage Loan Facility and vice versa) or if CLPC should become insolvent, is in bankruptcy or commits a specified number of payment defaults with regard to its payment obligations to the Derby Project Companies. The Derby Senior Back Leverage Loans may be prepaid at any time at the option of Derby Holdco Borrower provided that (i) each prepayment on or prior to the second anniversary of the Derby Closing Date shall require a prepayment fee of 3% of the principal amount being prepaid; (ii) each prepayment after the second anniversary of the Derby Closing Date but on or prior to the fourth anniversary of the Derby Closing Date shall require a prepayment fee of 2% of the principal amount being prepaid; and (iii) each prepayment after the fourth anniversary of the Derby Closing Date but on or prior to the seventh anniversary of the Derby Closing Date shall require a prepayment fee of 1% of the principal amount being prepaid. The Derby Subordinated Back Leverage Loan may be prepaid at any time without premium or penalty. OpCo Financing Facility Interest Rate Swap – Fair Value Adjustment The Company’s interest rate swap related to the OpCo Financing Facility (as defined elsewhere herein) is recorded at its fair value each reporting period, with the resulting gains/losses recorded to other income/expense. The interest rate swap is a Level 2 asset/liability since the value can be determined based on the observed values for underlying interest rates. The fair value adjustment for the three and six months ended April 30, 2024 resulted in a gain (loss) of $2.7 million and ($0.8) million, respectively. The Company has recorded a derivative asset within other assets on the Consolidated Balance Sheets, which had an estimated fair value of $2.5 million and $3.3 million as of April 30, 2024 and October 31, 2023, respectively. |
Benefit Plans
Benefit Plans | 6 Months Ended |
Apr. 30, 2024 | |
Benefit Plans | |
Benefit Plans | Note 16. Benefit Plans Long-Term Incentive Plans The Board periodically approves Long-Term Incentive Plans which include performance-based awards tied to the Company’s common stock price as well as time-vesting awards. None of the awards granted as part of Long-Term Incentive Plans include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value at the Company’s option. Long-Term Incentive Plan Awards for Fiscal Year 2024: On December 11, 2023, the Company’s Board of Directors (the “Board”) approved certain awards to be made under the Company’s Long-Term Incentive Plan for fiscal year 2024 (the “LTI Plan”). The LTI Plan is as a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “2018 Omnibus Incentive Plan”). The participants in the LTI Plan are members of senior management. The awards under the LTI Plan consist of two components: 1) Relative Total Shareholder Return (“TSR”) Performance Share Units (“PSU”). The PSUs granted during the six months ended April 30, 2024 will be earned over the performance period ending on October 31, 2026, 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 PSUs is the TSR of the Company relative to the TSR of the Russell 2000 from October 31, 2023 through October 31, 2026. The Compensation Committee established the performance assessment criteria for the relative TSR PSUs as the TSR of the Company relative to the TSR of the Russell 2000, with the award calibration being 100% plus or minus 0.5 x the difference between the Company’s TSR and the Russell 2000 Index composite TSR. The award is capped at 200% of the target number of PSUs, and the award is further capped at 100% of the target number of PSUs if the Company’s absolute TSR over the performance period is negative. The Company’s TSR is calculated by subtracting the Company’s beginning stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2023) from the ending stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2026), adding any dividends during the period, and then dividing the result by the Company’s beginning stock price. Given that the performance period is still open, the Company has reserved shares equal to 200% of the target number of PSUs, subject to performance during the remaining performance period as well as vesting based on continued service until December 11, 2026 (the third anniversary of the grant date). 2) Time-vesting Restricted Stock Units (“RSU”). The time-vesting RSUs granted during the six months ended April 30, 2024 will vest at a rate of one -third of the total number of RSUs on each of the first three anniversaries of the date of grant. On December 11, 2023, 6,548,760 RSUs were awarded to senior management under the LTI Plan, which included 3,274,384 PSUs (all of which were contingent) and 3,274,376 time-based vesting RSUs. The 3,274,384 PSUs granted during the three months ended January 31, 2024 were contingent upon approval by the Company’s stockholders of additional authorized shares under the Company’s 2018 Omnibus Incentive Plan, which approval was obtained at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on April 4, 2024. In addition to the awards granted to senior management, during the six months ended April 30, 2024, the Board also granted a total of 6,202,651 time-based vesting RSUs to certain salaried employees to promote ownership of the Company’s equity and retention. Of the time-based vesting RSUs granted during the six months ended April 30, 2024, 3,978,496 were contingent upon approval by the Company’s stockholders of additional authorized shares of common stock under the Company’s 2018 Omnibus Incentive Plan, which approval was obtained at the Annual Meeting three Share-Based Compensation Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): Three Months Ended April 30, Six Months Ended April 30, 2024 2023 2024 2023 Cost of revenues $ 339 $ 413 $ 736 $ 747 Administrative and selling expense 2,148 2,320 4,195 4,262 Research and development expense 417 363 778 659 $ 2,904 $ 3,096 $ 5,709 $ 5,668 Restricted Stock Units Including Performance Share Units The following table summarizes our RSU activity for the six months ended April 30, 2024: Restricted Stock Units Shares Weighted-Average Fair Value Outstanding as of October 31, 2023 6,543,138 $ 5.06 Granted - time-vesting RSUs (1) 4,893,269 1.32 Vested (1,990,154) 7.22 Forfeited (49,198) 3.51 Outstanding as of January 31, 2024 9,397,055 $ 2.67 Granted - time-vesting RSUs 4,583,758 1.14 Granted - PSUs 3,274,384 1.63 Vested (129,820) 5.13 Forfeited (63,279) 3.05 Outstanding as of April 30, 2024 17,062,098 $ 2.17 (1) This total includes only time-vesting RSUs and does not include the RSUs and PSUs that were contingent upon stockholder approval, as discussed above. Such shares are shown as granted during the three months ended April 30, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17. 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 our generation operating portfolio 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. We seek 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; (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done for twenty years for our Tulare BioMAT project, the initial seven years of the eighteen year PPA for our LIPA Yaphank Project (through September 2028), six years of the twenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October 2029), and the initial two years of the twenty year hydrogen power purchase agreement for our Toyota project (through May of 2025); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations. The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to reduce commodity exposure If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges. The Company net settled certain natural gas purchases under previous normal purchase normal sale contract designations during the fourth quarter of fiscal year 2023 for one contract and the second quarter of fiscal year 2024 for other contracts, which resulted in a change to mark-to-market accounting. The Company recorded a mark-to-market net loss of $2.3 million and $ 4.2 estimated Other As of April 30, 2024, the Company had unconditional purchase commitments aggregating $80.4 million for materials, supplies and services in the normal course of business. Legal Proceedings From time to time, the Company is involved in legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary course of its business (“Legal Proceedings”). Although the Company cannot assure the outcome of such Legal Proceedings, management presently believes that the result of such 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 30, 2024 | |
Subsequent Events | |
Subsequent Events | Note 18. Subsequent Events Amended Sales Agreement Subsequent to April 30, 2024, the Company sold approximately 38.6 million shares of its common stock under the Amended Sales Agreement at an average price of $0.84 per share, resulting in gross proceeds of approximately $32.3 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $31.7 million after deducting sales commissions and fees totaling approximately $0.6 million. As of the date of this report, approximately $261.4 million of shares remained available for sale under the Amended Sales Agreement. Long-Term Service Agreement with G yeonggi Green Energy Co., Ltd. On May 28, 2024, the Company and Gyeonggi Green Energy Co., Ltd. (“GGE”) entered into a long-term service agreement (the “LTSA”) with respect to GGE’s 58.8 MW fuel cell power platform in Hwaseong-si, Korea (the “GGE Platform”). The GGE Platform is comprised of 21 SureSource 3000 molten carbonate fuel cells (each a “Plant”). Each Plant is comprised of two 1.4-MW carbonate fuel cell modules. Pursuant to the LTSA, GGE and the Company have agreed that (i) GGE will purchase from the Company 42 1.4-MW carbonate fuel cell modules to replace existing fuel cell modules at the GGE Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the GGE Platform. The total amount payable by GGE under the LTSA for the 42 replacement fuel cell modules, balance of plant replacement components, and service is $159.6 million USD, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the LTSA for such Plants commence. Pursuant to the LTSA, the Company will provide various performance guarantees for each Plant related to power generation, fuel consumption, water consumption and heat production. If a Plant fails to achieve such performance requirements, the Company may be required to compensate GGE for such underperformance. The Company’s service obligations under the LTSA will commence with respect to individual Plants as the Company replaces each Plant’s existing fuel cell modules and commissions the replacement fuel cell modules. The term of the LTSA with respect to each Plant will continue for seven years from the date of commissioning of the replacement fuel cell modules for such Plant. Commissioning of the first six 1.4-MW replacement fuel cell modules is expected to be completed in the fall of calendar year 2024, with an additional 30 1.4-MW replacement fuel cell modules expected to be commissioned throughout the course of calendar year 2025, and the remaining six 1.4-MW replacement fuel cell modules expected to be commissioned in the first half of calendar year 2026. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Apr. 30, 2024 | |
Nature of Business and Basis of Presentation | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position as of April 30, 2024 and October 31, 2023 and results of operations as of and for the three and six months ended April 30, 2024 and 2023 have been included. All intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2023 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2023, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which are tax equity partnerships further described in Note 3. “Tax Equity Financings.” This approach focuses on determining whether we have the power to direct those activities of the tax equity partnerships that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the tax equity partnerships. For all periods presented, we have determined that we are the primary beneficiary in all of our tax equity partnerships. We evaluate our tax equity partnerships on an ongoing basis to ensure that we continue to be the primary beneficiary. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with 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, 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), valuation of derivatives, 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. |
Liquidity | Liquidity Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions. We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of April 30, 2024, unrestricted cash and cash equivalents totaled $158.8 million compared to $250.0 million as of October 31, 2023. During the year ended October 31, 2023 and the six months ended April 30, 2024, the Company invested in United States (U.S.) Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $101.3 million as of April 30, 2024, compared to $103.8 million as of October 31, 2023 and is classified as Investments - short-term on the Consolidated Balance Sheets. During the three months ended April 30, 2024, the Company (through one of its indirect subsidiaries) entered into three related term loan facilities (which are referred to herein as the “Derby Senior Back Leverage Loan Facility” and the “Derby Subordinated Back Leverage Loan Facility”), resulting in aggregate gross loan proceeds of $13.0 million. See Note 15. “Debt” for additional information regarding the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility. On April 10, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Open Market Sale Agreement , dated July 12, 2022 (the “2022 Sales Agreement”), with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”) (the 2022 Sales Agreement as amended by the Amendment, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment) During the fourth quarter of fiscal year 2023, the Company closed on a tax equity financing transaction with Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”), a subsidiary of Franklin Park Infrastructure, LLC, for two fuel cell power plant installations -- the 14.0 megawatt (“MW”) Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”). Franklin Park’s tax equity commitment with respect to the Derby Projects totaled $30.2 million. Of this amount, approximately $9.1 million was received on October 31, 2023 and the remaining approximately $21.1 million was received during the six months ended April 30, 2024. In connection with the initial closing of this tax equity financing transaction in fiscal year 2023, the Company paid closing costs of approximately $1.8 million, which included appraisal fees, title insurance expenses and legal and consulting fees. During the first quarter of fiscal year 2024, the Company completed the Technical Improvement Plan to bring the Groton Project (defined elsewhere herein) to its rated capacity and the Groton Project reached its design rated output of 7.4 MW. The Company achieved all conditions precedent required for the first annual funding from East West Bancorp, Inc. (“East West Bank”) under the tax equity financing transaction between the Company and East West Bank and, as a result, the Company received a $4.0 million contribution during the six months ended April 30, 2024 which is recorded as noncontrolling interest on the Consolidated Balance Sheets. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, funds received upon the maturity of U.S. Treasury Securities, 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, for the remainder of fiscal year 2024 and in the long-term, 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 and manufacturing expansion, (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 solid oxide, hydrogen and carbon capture platforms, (viii) implement capacity expansion for solid oxide product manufacturing, (ix) implement the product cost reductions necessary to achieve profitable operations, (x) manage working capital and the Company’s unrestricted cash balance and (xi) access the capital markets to raise funds through the sale of debt and 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, technology sharing, transfer or other technology license arrangements, joint ventures, partnerships, acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such arrangements to construct and deploy our projects to facilitate the growth of our business. The Company has invested capital raised from sales of its common stock to build out its project portfolio. The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations, particularly in light of the passage of the Inflation Reduction Act in August 2022. The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The proceeds of any such financing, if obtained, may allow the Company to reinvest capital back into the business and 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. |
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Effective | Recently Adopted Accounting Guidance There is no recently adopted accounting guidance. Recent Accounting Guidance Not Yet Effective In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued guidance to enhance income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, disclosures will be required relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This guidance is effective for fiscal years and interim periods beginning after December 15, 2024. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. |
Investments - Short-Term (Table
Investments - Short-Term (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Investments - Short-Term | |
Schedule of investments in held-to-maturity securities | Amortized Gross unrealized Gross unrealized cost gains losses Fair value U.S. Treasury Securities As of April 30, 2024 $ 101,340 $ - $ (11) $ 101,329 As of October 31, 2023 $ 103,760 $ 1 $ - $ 103,761 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Inventories | |
Schedule of components of Inventories | Inventories (current and long-term) as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Raw materials $ 39,729 $ 36,200 Work-in-process (1) 76,932 55,585 Inventories 116,661 91,785 Inventories – current (113,918) (84,456) Inventories – long-term (2) $ 2,743 $ 7,329 (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 plant orders or for use under the Company’s service agreements. (2) Long-term inventory includes modules that are contractually required to be segregated for use as exchange modules for specific project assets. |
Project Assets (Tables)
Project Assets (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Project Assets | |
Summary of Project Assets | Project assets as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, Estimated 2024 2023 Useful Life Project Assets – Operating $ 308,603 $ 213,753 4-20 years Accumulated depreciation (53,006) (46,263) Project Assets – Operating, net 255,597 167,490 Project Assets – Construction in progress 1,010 90,576 Project Assets, net $ 256,607 $ 258,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Goodwill and Intangible Assets | |
Summary of Intangible Assets | The following tables summarize the carrying value of the Company’s intangible assets as of April 30, 2024 and October 31, 2023 (in thousands): As of April 30, 2024 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ - $ 9,592 Bridgeport PPA 12,320 (6,484) 5,836 Total $ 21,912 $ (6,484) $ 15,428 As of October 31, 2023 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 $ - $ 9,592 Bridgeport PPA 12,320 (5,836) 6,484 Total $ 21,912 $ (5,836) $ 16,076 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Accrued Liabilities | |
Schedule of Accrued Liabilities | Accrued liabilities as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Accrued payroll and employee benefits (1) $ 7,123 $ 7,752 Consideration payable to a customer (2) 2,550 3,958 Accrued service agreement and PPA costs (3) 10,436 10,742 Accrued legal, taxes, professional and other 4,034 3,861 Accrued liabilities $ 24,143 $ 26,313 (1) The balance in this account represents accrued payroll, payroll taxes and accrued bonus for both periods. (2) The balance represents the net amount due to Toyota as an accrued liability, which will be reduced over time against billings to Toyota for hydrogen sales under the terms of the Toyota HPPA. (3) Accrued service agreement costs include loss accruals on service agreements of $9.4 million and $9.5 million as of April 30, 2024 and October 31, 2023, respectively. The accruals for performance guarantees on service agreements and PPAs were $1.0 million and $1.2 million as of April 30, 2024 and October 31, 2023, respectively. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Leases | |
Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities | Undiscounted maturities of operating lease liabilities as of April 30, 2024 were as follows (in thousands): Operating Leases Due Year 1 $ 1,346 Due Year 2 1,258 Due Year 3 1,287 Due Year 4 1,307 Due Year 5 1,011 Thereafter 12,321 Total undiscounted lease payments 18,530 Less imputed interest (8,921) Total discounted lease payments $ 9,609 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Loss Per Share | |
Schedule of Calculation of Basic and Diluted Loss Per Share | The calculation of basic and diluted loss per share was as follows (in thousands, except share and per share amounts): Three Months Ended April 30, Six Months Ended April 30, 2024 2023 2024 2023 Numerator Net loss attributable to FuelCell Energy, Inc. $ (32,140) $ (34,303) $ (51,933) $ (52,925) Series B preferred stock dividends (800) (800) (1,600) (1,600) Net loss attributable to common stockholders $ (32,940) $ (35,103) $ (53,533) $ (54,525) Denominator Weighted average common shares outstanding – basic 452,984,445 406,316,070 452,303,339 406,055,027 Effect of dilutive securities (1) - - - - Weighted average common shares outstanding – diluted 452,984,445 406,316,070 452,303,339 406,055,027 Net loss to common stockholders per share – basic $ (0.07) $ (0.09) $ (0.12) $ (0.13) Net loss to common stockholders per share – diluted (1) $ (0.07) $ (0.09) $ (0.12) $ (0.13) (1) Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of April 30, 2024 and 2023, 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 | April 30, April 30, 2024 2023 Outstanding options to purchase common stock 17,318 18,291 Unvested Restricted Stock Units 17,062,098 7,039,970 5% Series B Cumulative Convertible Perpetual Preferred Stock 37,837 37,837 Total potentially dilutive securities 17,117,253 7,096,098 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Restricted Cash | |
Summary of Allocation of Restricted Cash | The allocation of restricted cash is as follows (in thousands): April 30, October 31, 2024 2023 Cash Restricted for Outstanding Letters of Credit (1) $ 14,152 $ 14,152 Cash Restricted for Crestmark Sale-Leaseback Transactions 2,905 2,901 Debt Service and Performance Reserves related to OpCo Financing Facility 20,855 19,698 Debt Service and Performance Reserves related to the Senior and Subordinated Back Leverage Loan Facilities 10,447 9,294 Other 4,744 3,579 Total Restricted Cash 53,103 49,624 Restricted Cash and Cash Equivalents – Short-Term (2) (4,969) (5,159) Restricted Cash and Cash Equivalents – Long-Term $ 48,134 $ 44,465 (1) Letters of credit outstanding as of April 30, 2024 expire on various dates through October 2029. (2) Short-term restricted cash and cash equivalents are amounts expected to be released and classified as unrestricted cash within twelve months of the balance sheet date. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Debt | |
Schedule of Debt | Debt as of April 30, 2024 and October 31, 2023 consisted of the following (in thousands): April 30, October 31, 2024 2023 Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) $ 6,500 $ — Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 3,000 — Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) 3,500 — Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility) 8,000 8,000 Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility) 5,659 5,876 Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility) 5,649 5,873 Finance obligation for sale-leaseback transactions 18,813 18,814 State of Connecticut Loan 6,468 6,908 Finance lease obligations — 12 OpCo Financing Facility 73,891 77,510 Deferred finance costs (3,553) (3,526) Total debt and finance obligations 127,927 119,467 Current portion of long-term debt and finance obligations (11,733) (10,067) Long-term debt and finance obligations $ 116,194 $ 109,400 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
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): Three Months Ended April 30, Six Months Ended April 30, 2024 2023 2024 2023 Cost of revenues $ 339 $ 413 $ 736 $ 747 Administrative and selling expense 2,148 2,320 4,195 4,262 Research and development expense 417 363 778 659 $ 2,904 $ 3,096 $ 5,709 $ 5,668 |
Summary of RSU Activity | The following table summarizes our RSU activity for the six months ended April 30, 2024: Restricted Stock Units Shares Weighted-Average Fair Value Outstanding as of October 31, 2023 6,543,138 $ 5.06 Granted - time-vesting RSUs (1) 4,893,269 1.32 Vested (1,990,154) 7.22 Forfeited (49,198) 3.51 Outstanding as of January 31, 2024 9,397,055 $ 2.67 Granted - time-vesting RSUs 4,583,758 1.14 Granted - PSUs 3,274,384 1.63 Vested (129,820) 5.13 Forfeited (63,279) 3.05 Outstanding as of April 30, 2024 17,062,098 $ 2.17 (1) This total includes only time-vesting RSUs and does not include the RSUs and PSUs that were contingent upon stockholder approval, as discussed above. Such shares are shown as granted during the three months ended April 30, 2024. |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 28 Months Ended | |||||
May 01, 2024 USD ($) $ / shares shares | Apr. 10, 2024 USD ($) shares | Apr. 30, 2024 USD ($) shares | Jan. 31, 2024 MW | Oct. 31, 2023 USD ($) Plant MW | Apr. 30, 2023 USD ($) shares | Apr. 30, 2024 USD ($) $ / shares MW shares | Oct. 31, 2023 USD ($) | Oct. 31, 2024 shares | |
Nature of Business and Basis of Presentation | |||||||||
Cash and cash equivalents, unrestricted | $ 158,790,000 | $ 249,952,000 | $ 246,844,000 | $ 158,790,000 | $ 249,952,000 | ||||
Investments - short-term | 101,340,000 | 103,760,000 | 101,340,000 | 103,760,000 | |||||
Proceeds from the issuance of debt | 13,000,000 | ||||||||
US Treasury Securities | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Investments - short-term | 101,300,000 | $ 103,800,000 | 101,300,000 | 103,800,000 | |||||
Derby Senior Back Leverage Loan Facility and Derby Subordinated Back Leverage Loan Facility | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Debt instrument, face amount | $ 13,000,000 | 13,000,000 | |||||||
Tax equity financing transactions with Franklin Park | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Closing costs | 1,800,000 | ||||||||
Number of Fuel Cell Power Plants, Tax Equity Financing Transaction | Plant | 2 | ||||||||
Tax Equity Financing Commitment | $ 30,200,000 | 30,200,000 | |||||||
Tax equity financing transaction, commitment amount received | $ 21,100,000 | $ 9,100,000 | |||||||
Amended Open Market Sales Agreement | Subsequent Event | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Shares sold during the period | shares | 38,600,000 | ||||||||
Average sale price per share | $ / shares | $ 0.84 | ||||||||
Net proceeds from issuance of common stock | $ 31,700,000 | ||||||||
Common stock issuance, net of fees | 32,300,000 | ||||||||
Payments of underwriting discounts and commissions | $ 600,000 | ||||||||
Common Stock | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Shares sold during the period | shares | 6,463,716 | 949,438 | |||||||
Common Stock | Amended Open Market Sales Agreement | Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canacord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Shares sold during the period | shares | 0 | 6,500,000 | 6,500,000 | ||||||
Aggregate offering price | $ 300 | ||||||||
Gross proceeds from issuance of common stock | $ 6,300,000 | ||||||||
Average sale price per share | $ / shares | $ 0.98 | ||||||||
Net proceeds from issuance of common stock | $ 5,900,000 | ||||||||
Common stock issuance, net of fees | 5,900,000 | ||||||||
Sales commission | $ 100,000 | 100,000 | |||||||
Payments of underwriting discounts and commissions | 300,000 | ||||||||
Offering price | $ 293,700,000 | $ 293,700,000 | |||||||
Derby Project 14.0 Mega Watt | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Capacity of plant | MW | 14 | ||||||||
Derby Project 14.0 Mega Watt | Tax equity financing transactions with Franklin Park | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Capacity of plant | MW | 14 | ||||||||
Derby Project 2.8 Mega Watt | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Capacity of plant | MW | 2.8 | ||||||||
Derby Project 2.8 Mega Watt | Tax equity financing transactions with Franklin Park | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Capacity of plant | MW | 2.8 | ||||||||
Groton Project | |||||||||
Nature of Business and Basis of Presentation | |||||||||
Capacity of plant due to Technical Improvement Plan | MW | 7.4 | ||||||||
Contribution received under the Technical Improvement Plan | $ 4,000,000 |
Tax Equity Financings (Details)
Tax Equity Financings (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Nov. 30, 2021 USD ($) MW | Aug. 31, 2021 USD ($) MW | Apr. 30, 2024 USD ($) | Jan. 31, 2024 USD ($) | Apr. 30, 2023 USD ($) | Jan. 31, 2023 USD ($) | Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | |
Tax Equity Financing | |||||||||
Net (loss) income attributable to noncontrolling interests | $ (5,516) | $ 392 | $ (30,122) | $ (2,072) | |||||
Groton Project | |||||||||
Tax Equity Financing | |||||||||
Net (loss) income attributable to noncontrolling interests | (300) | 40 | 3,300 | 2,900 | |||||
Derby Project | |||||||||
Tax Equity Financing | |||||||||
Net (loss) income attributable to noncontrolling interests | 6,100 | $ 0 | 26,800 | 0 | |||||
REI Partnership Flip Transaction | |||||||||
Tax Equity Financing | |||||||||
Amount of distribution | $ 100 | $ 100 | 300 | 200 | |||||
Net (loss) income attributable to noncontrolling interests | 200 | $ 400 | (100) | $ 800 | |||||
REI Partnership Flip Transaction | Groton Project | |||||||||
Tax Equity Financing | |||||||||
Capacity of plant | MW | 7.4 | ||||||||
Tax equity financing commitment | $ 15,000 | ||||||||
REI Partnership Flip Transaction | L I P A Yaphank Project | |||||||||
Tax Equity Financing | |||||||||
Capacity of plant | MW | 7.4 | ||||||||
Tax equity financing commitment | $ 12,400 | ||||||||
Tax equity financing transactions with Franklin Park | |||||||||
Tax Equity Financing | |||||||||
Tax equity financing commitment | $ 30,200 | ||||||||
Tax equity financing transactions with Franklin Park | Derby Project | |||||||||
Tax Equity Financing | |||||||||
Amount of distribution | $ 300 | $ 400 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 31, 2023 USD ($) | Apr. 30, 2024 USD ($) T | Apr. 30, 2023 USD ($) | Apr. 30, 2024 USD ($) T | Apr. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2024 USD ($) | |
Revenue Recognition | |||||||||
Contract asset | $ 47,800 | $ 47,800 | $ 42,100 | ||||||
Contract asset, Long-term | 21,400 | 21,400 | 25,800 | ||||||
Contract liability | 7,700 | 7,700 | 3,100 | ||||||
Revenues | $ 22,420 | $ 38,349 | 39,111 | $ 75,422 | |||||
Toyota Investment Tax Credit Sale | |||||||||
Revenue Recognition | |||||||||
Consideration payable | 6,300 | ||||||||
Consideration payable, Long term | 6,000 | ||||||||
Sale of investment tax credit | $ 6,300 | ||||||||
Hydrogen production and power purchase agreement | 20 years | ||||||||
EMTEC Joint Development Agreement | |||||||||
Revenue Recognition | |||||||||
Contract liability | $ 11,600 | ||||||||
Revenues | $ 2,500 | $ 900 | |||||||
Milestone payment received | $ 5,000 | ||||||||
Remaining balance | $ 2,500 | ||||||||
Discount on purchase of fuel cell module | $ 2,500 | ||||||||
Milestone based payments | $ 5,000 | ||||||||
Amendment No 5 to EMTEC Joint Development Agreement | |||||||||
Revenue Recognition | |||||||||
Minimum expected annual budget for the anticipated work through the remaining term of agreement | $ 10,000 | ||||||||
Amendment No 5 to EMTEC Joint Development Agreement | Maximum | |||||||||
Revenue Recognition | |||||||||
CO2 capture annual basis | T | 250,000 | 250,000 | |||||||
Product | |||||||||
Revenue Recognition | |||||||||
Revenues | 9,095 | ||||||||
Remaining performance obligations | $ 12,300 | $ 12,300 | |||||||
Service | |||||||||
Revenue Recognition | |||||||||
Revenues | 1,369 | 26,190 | 2,986 | 40,072 | |||||
Generation | |||||||||
Revenue Recognition | |||||||||
Revenues | 14,118 | 8,440 | 24,611 | 17,997 | |||||
Remaining performance obligations | $ 335,300 | $ 335,300 | |||||||
Generation | Maximum | |||||||||
Revenue Recognition | |||||||||
Revenue performance obligation expected timing of satisfaction | 20 years | 20 years | |||||||
Generation | Minimum | |||||||||
Revenue Recognition | |||||||||
Revenue performance obligation expected timing of satisfaction | 19 years | 19 years | |||||||
Advanced Technologies | |||||||||
Revenue Recognition | |||||||||
Revenues | $ 6,933 | $ 3,719 | $ 11,514 | $ 8,258 | |||||
Remaining performance obligations | $ 14,200 | $ 14,200 | |||||||
Advanced Technologies | Maximum | |||||||||
Revenue Recognition | |||||||||
Revenue performance obligation expected timing of satisfaction | 2 years | 2 years | |||||||
Service Agreements | Service | |||||||||
Revenue Recognition | |||||||||
Remaining performance obligations | $ 145,100 | $ 145,100 | |||||||
Service Agreements | Service | Maximum | |||||||||
Revenue Recognition | |||||||||
Revenue performance obligation expected timing of satisfaction | 15 years | 15 years | |||||||
Service Agreements | Service | Minimum | |||||||||
Revenue Recognition | |||||||||
Revenue performance obligation expected timing of satisfaction | 3 years | 3 years |
Investments - Short-Term (Detai
Investments - Short-Term (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Investments in United States Treasury Securities | ||
Amortized cost | $ 101,340 | $ 103,760 |
Gross unrealized gains | 1 | |
Gross unrealized losses | (11) | |
Fair value | $ 101,329 | $ 103,761 |
U.S. Treasury Securities | ||
Investments in United States Treasury Securities | ||
Weighted average yield to maturity | 5.37% | 5.45% |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Inventories | ||
Raw materials | $ 39,729 | $ 36,200 |
Work-in-process | 76,932 | 55,585 |
Inventories | 116,661 | 91,785 |
Inventories - current | (113,918) | (84,456) |
Inventories - long-term | $ 2,743 | $ 7,329 |
Project Assets - Summary of Pro
Project Assets - Summary of Project Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Project Assets | ||
Accumulated depreciation | $ (53,006) | $ (46,263) |
Project Assets, net | 256,607 | 258,066 |
Project Assets - Operating | ||
Project Assets | ||
Project Assets, gross | 308,603 | 213,753 |
Project Assets - Operating, net | $ 255,597 | 167,490 |
Project Assets - Operating | Minimum | ||
Project Assets | ||
Project assets estimated useful life | 4 years | |
Project Assets - Operating | Maximum | ||
Project Assets | ||
Project assets estimated useful life | 20 years | |
Project Assets - Construction in progress | ||
Project Assets | ||
Project Assets, gross | $ 1,010 | $ 90,576 |
Project Assets BOP And Site Construction | ||
Project Assets | ||
Project assets estimated useful life | 20 years | |
Project Assets Modules | Minimum | ||
Project Assets | ||
Project assets estimated useful life | 4 years | |
Project Assets Modules | Maximum | ||
Project Assets | ||
Project assets estimated useful life | 7 years |
Project Assets - Additional Inf
Project Assets - Additional Information (Details) $ in Millions | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 USD ($) project | Oct. 31, 2023 USD ($) project | |
Project Assets | ||
Number of project assets | project | 12 | 9 |
Long-term project assets construction in progress | $ 1 | $ 90.6 |
Power Purchase Agreement | ||
Project Assets | ||
Sale leaseback transaction, net book value | $ 255.6 | $ 167.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | |
Goodwill And Intangible Assets | |||||
Goodwill | $ 4,075 | $ 4,075 | $ 4,075 | ||
Intangible assets, net | 15,428 | 15,428 | $ 16,076 | ||
Bridgeport Fuel Cell, LLC | |||||
Goodwill And Intangible Assets | |||||
Amortization expenses | $ 300 | $ 300 | $ 600 | $ 600 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Goodwill and Intangible Assets | ||
Gross Amount | $ 21,912 | $ 21,912 |
Accumulated Amortization | (6,484) | (5,836) |
Net Amount | 15,428 | 16,076 |
Bridgeport PPA | ||
Goodwill and Intangible Assets | ||
Gross Amount | 12,320 | 12,320 |
Accumulated Amortization | (6,484) | (5,836) |
Net Amount | 5,836 | 6,484 |
In-Process Research and Development | ||
Goodwill and Intangible Assets | ||
Gross Amount | 9,592 | 9,592 |
Net Amount | $ 9,592 | $ 9,592 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Accrued Liabilities | ||
Accrued payroll and employee benefits | $ 7,123 | $ 7,752 |
Consideration payable to a customer | 2,550 | 3,958 |
Accrued service agreement and PPA costs | 10,436 | 10,742 |
Accrued legal, taxes, professional and other | 4,034 | 3,861 |
Accrued liabilities | $ 24,143 | $ 26,313 |
Accrued Liabilities - Schedul_2
Accrued Liabilities - Schedule of Accrued Liabilities Detail (Details) - USD ($) $ in Millions | Apr. 30, 2024 | Oct. 31, 2023 |
Accrued Liabilities | ||
Loss accruals on service contracts | $ 9.4 | $ 9.5 |
Accruals for performance guarantees | $ 1 | $ 1.2 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Leases | ||||
Operating lease expense | $ 300 | $ 400 | $ 703 | $ 744 |
Operating lease, weighted average remaining lease term | 17 years | 17 years | ||
Operating lease, weighted average discount rate | 7% | 7% | ||
Operating lease, payments | $ 500 | $ 300 | $ 700 | $ 644 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities (Details) $ in Thousands | Apr. 30, 2024 USD ($) |
Operating Leases | |
Due Year 1 | $ 1,346 |
Due Year 2 | 1,258 |
Due Year 3 | 1,287 |
Due Year 4 | 1,307 |
Due Year 5 | 1,011 |
Thereafter | 12,321 |
Total undiscounted lease payments | 18,530 |
Less imputed interest | (8,921) |
Total discounted lease payments | $ 9,609 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 22 Months Ended | 28 Months Ended | ||||
Apr. 10, 2024 | Jul. 12, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2024 | Oct. 31, 2024 | Oct. 31, 2023 | |
Stockholders' Equity Note | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock | ||||||||
Stockholders' Equity Note | ||||||||
Shares sold during the period | 6,463,716 | 949,438 | ||||||
2022 Open Market Sale Agreement | Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canacord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC | ||||||||
Stockholders' Equity Note | ||||||||
Percentage of sales commission | 2% | |||||||
2022 Open Market Sale Agreement | Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canacord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC | Common Stock | ||||||||
Stockholders' Equity Note | ||||||||
Average sale price per share | $ 0.98 | |||||||
2022 Open Market Sale Agreement | Jefferies LLC and Barclays Capital Inc. | Common Stock | ||||||||
Stockholders' Equity Note | ||||||||
Percentage of sales commission | 2% | |||||||
Aggregate Offering Price | $ 300,000,000 | |||||||
Shares sold during the period | 0 | |||||||
2022 Open Market Sale Agreement | Maximum | Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canacord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC | Common Stock | ||||||||
Stockholders' Equity Note | ||||||||
Shares sold during the period | 95,000,000 | |||||||
Amended Open Market Sales Agreement | Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canacord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC | Common Stock | ||||||||
Stockholders' Equity Note | ||||||||
Shares sold during the period | 0 | 6,500,000 | 6,500,000 | |||||
Aggregate Offering Price | $ 300 | |||||||
Average sale price per share | $ 0.98 | |||||||
Common stock issuance, net of fees | $ 5,900,000 | |||||||
Sales commission | $ 100,000 | 100,000 | ||||||
Gross proceeds from issuance of common stock | 6,300,000 | |||||||
Net proceeds from issuance of common stock | 5,900,000 | |||||||
Payments of underwriting discounts and commissions | 300,000 | |||||||
Offering price | $ 293,700,000 | $ 293,700,000 | $ 293,700,000 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2024 | |
Redeemable Preferred Stock | |||
Preferred stock, par value | $ 0.01 | ||
Maximum | |||
Redeemable Preferred Stock | |||
Preferred stock, shares authorized | 250,000 | ||
Series B Preferred Stock | |||
Redeemable Preferred Stock | |||
Preferred stock, shares authorized | 105,875 | ||
Preferred stock, dividend rate, percentage | 5% | 5% | 5% |
Redeemable Preferred Stock - Re
Redeemable Preferred Stock - Redeemable Series B Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Redeemable Preferred Stock | ||
Temporary equity, carrying amount, attributable to parent | $ 59,857 | $ 59,857 |
Series B Preferred Stock | ||
Redeemable Preferred Stock | ||
Preferred stock, shares authorized | 105,875 | |
Preferred stock, liquidation preference per share | $ 1,000 | |
Preferred stock, shares issued | 64,020 | 64,020 |
Preferred stock shares outstanding | 64,020 | 64,020 |
Temporary equity, carrying amount, attributable to parent | $ 59,900 | $ 59,900 |
Dividends, preferred stock, cash | $ 1,600 | $ 1,600 |
Loss Per Share - Schedule of Ca
Loss Per Share - Schedule of Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Numerator | ||||
Net loss attributable to FuelCell Energy, Inc. | $ (32,140) | $ (34,303) | $ (51,933) | $ (52,925) |
Series B preferred stock dividends | (800) | (800) | (1,600) | (1,600) |
Net loss attributable to common stockholders | $ (32,940) | $ (35,103) | $ (53,533) | $ (54,525) |
Denominator | ||||
Weighted average common shares outstanding - basic | 452,984,445 | 406,316,070 | 452,303,339 | 406,055,027 |
Weighted average common shares outstanding - diluted | 452,984,445 | 406,316,070 | 452,303,339 | 406,055,027 |
Net loss to common stockholders per share - basic | $ (0.07) | $ (0.09) | $ (0.12) | $ (0.13) |
Net loss to common stockholders per share - diluted | $ (0.07) | $ (0.09) | $ (0.12) | $ (0.13) |
Series B Preferred Stock | ||||
Numerator | ||||
Series B preferred stock dividends | $ (800) | $ (800) | $ (1,600) | $ (1,600) |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 17,117,253 | 7,096,098 | ||
Series B Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, dividend rate, percentage | 5% | 5% | 5% | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 17,318 | 18,291 | ||
Unvested Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 17,062,098 | 7,039,970 | ||
5% Series B Cumulative Convertible Perpetual Preferred Stock | ||||
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 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) $ in Millions | Apr. 30, 2024 | Oct. 31, 2023 |
Restricted Cash | ||
Restricted cash and cash equivalents | $ 53.1 | $ 49.6 |
Restricted Cash - Summary of Al
Restricted Cash - Summary of Allocation of Restricted Cash (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 | Apr. 30, 2023 |
Restricted Cash | |||
Cash Restricted for Outstanding Letters of Credit | $ 14,152 | $ 14,152 | |
Cash Restricted for Crestmark Sale-Leaseback Transactions | 2,905 | 2,901 | |
Debt Service and Performance Reserves related to OpCo Financing Facility | 20,855 | 19,698 | |
Debt Service and Performance Reserves related to the Senior and Subordinated Back Leverage Loan Facilities | 10,447 | 9,294 | |
Other | 4,744 | 3,579 | |
Total Restricted Cash | 53,103 | 49,624 | |
Restricted Cash and Cash Equivalents - Short-Term | (4,969) | (5,159) | $ (4,778) |
Restricted Cash and Cash Equivalents - Long-Term | $ 48,134 | $ 44,465 | $ 25,452 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Oct. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 12 | |
Finance Lease Liability Statement Of Financial Position Extensible List | Other Liabilities Noncurrent | Other Liabilities Noncurrent |
Deferred finance costs | $ (3,553) | $ (3,526) |
Total debt and finance obligations | 127,927 | 119,467 |
Current portion of long-term debt and finance obligations | (11,733) | (10,067) |
Long-term debt and finance obligations | 116,194 | 109,400 |
Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 6,500 | |
Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 3,000 | |
Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 3,500 | |
Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 8,000 | 8,000 |
Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 5,659 | 5,876 |
Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 5,649 | 5,873 |
Finance obligation for sale-leaseback transactions | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 18,813 | 18,814 |
State of Connecticut Loan | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 6,468 | 6,908 |
OpCo Financing Facility | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 73,891 | $ 77,510 |
Debt - Derby Back Leverage Fina
Debt - Derby Back Leverage Financing (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 25, 2024 | Apr. 30, 2024 | |
Debt Instrument [Line Items] | ||
Payments of debt issuance costs | $ 372 | |
Back Leverage Financing | ||
Debt Instrument [Line Items] | ||
Gross proceeds from debt | $ 13,000 | |
Payments of debt issuance costs | 200 | |
Net proceeds from debt | 12,800 | |
Payment to fund DSCR Reserve Accounts | 900 | |
Proceeds from debt, distributed to company | 11,500 | |
Legal fees | $ 200 | |
Trailing period for debt service coverage ratio | 12 months | |
Term to acquire interest at flip point | 90 days | |
Back Leverage Financing | Minimum | ||
Debt Instrument [Line Items] | ||
Basis points | 1.10 | |
Back Leverage Financing | Derby Senior Back Leverage Loan Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument term | 7 years | |
Back Leverage Financing | Derby Senior Back Leverage Loan Facility | Prepayment on or prior to the second anniversary | ||
Debt Instrument [Line Items] | ||
Prepayment fee (as percentage) | 3% | |
Back Leverage Financing | Derby Senior Back Leverage Loan Facility | Prepayment after second anniversary of the closing date but on or prior to the fourth anniversary | ||
Debt Instrument [Line Items] | ||
Prepayment fee (as percentage) | 2% | |
Back Leverage Financing | Derby Senior Back Leverage Loan Facility | Prepayment after fourth anniversary of the closing date but on or prior to the seventh anniversary | ||
Debt Instrument [Line Items] | ||
Prepayment fee (as percentage) | 1% | |
Back Leverage Financing | Derby Senior Back Leverage Loan Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Basis points | 1.25 | |
Back Leverage Financing | Liberty Lender | ||
Debt Instrument [Line Items] | ||
Payment to fund O&M Reserve Accounts | $ 600 | |
Back Leverage Financing | Liberty Lender | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Loan provided by lender (as a percentage) | 68% | |
Back Leverage Financing | Derby Senior Back Leverage Lenders | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 7.25% | |
Back Leverage Financing | Derby Senior Back Leverage Lenders | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Term loan facility | $ 9,500 | |
Back Leverage Financing | Derby Subordinated Back Leverage Lenders | ||
Debt Instrument [Line Items] | ||
Payment to fund DSCR Reserve Accounts | 400 | |
Back Leverage Financing | Derby Subordinated Back Leverage Lenders | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Term loan facility | 3,500 | |
Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Payment to fund O&M Reserve Accounts | $ 300 | |
Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) | ||
Debt Instrument [Line Items] | ||
Loan provided by lender (as a percentage) | 32% | |
Interest rate (as a percent) | 8% |
Debt - OpCo Financing Facility
Debt - OpCo Financing Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2024 | Oct. 31, 2023 | |
Debt Instrument [Line Items] | |||
Derivative asset | $ 2,400 | $ 2,400 | $ 4,100 |
Proceeds from the issuance of debt | 13,000 | ||
OpCo Financing Facility | Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Loss on fair value adjustment | 2,700 | (800) | |
Derivative asset | $ 2,500 | $ 2,500 | $ 3,300 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Dec. 11, 2023 shares | Apr. 30, 2024 shares | Jan. 31, 2024 shares | Apr. 30, 2024 D shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 4,893,269 | |||
Restricted Stock Units | Senior Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 6,548,760 | |||
Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 3,274,384 | |||
Percentage of Target Performance | 100% | 100% | ||
Performance Shares | Senior Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 3,274,384 | |||
Time Based Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 4,583,758 | |||
Time Based Awards | Senior Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 3,274,376 | |||
Time Based Awards | Salaried Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Awards and Units, Granted, Shares | 6,202,651 | |||
Vesting percentage | 33% | |||
Long Term Incentive Plan Fiscal 2024 [Member] | Relative Total Shareholder Return Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Calibration Percentage | 100% | |||
Variance from Award Calibration Percentage | 0.50% | |||
Award Cap, Percent | 200% | |||
Award Additional Cap, Percent | 100% | |||
Threshold Consecutive Trading Days | D | 20 | |||
Capital Shares reserved for future issuance | 200% | 200% | ||
Long Term Incentive Plan Fiscal 2024 [Member] | Time Based Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Long Term Incentive Plan Fiscal 2024 [Member] | Time Based Awards | Senior Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Phantom Stock Awards and Units, Granted, Shares | 3,274,384 | |||
Long Term Incentive Plan Fiscal 2024 [Member] | Time Based Awards | Salaried Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Phantom Stock Awards and Units, Granted, Shares | 3,978,496 |
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 | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 2,904 | $ 3,096 | $ 5,709 | $ 5,668 |
Cost of revenues | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 339 | 413 | 736 | 747 |
Administrative and selling expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 2,148 | 2,320 | 4,195 | 4,262 |
Research and development expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 417 | $ 363 | $ 778 | $ 659 |
Benefit Plans - Summary of RSA
Benefit Plans - Summary of RSA and RSU Activity (Details) - $ / shares | 3 Months Ended | |
Apr. 30, 2024 | Jan. 31, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Awards and Units, Outstanding, Shares, Beginning Balance | 9,397,055 | 6,543,138 |
Restricted Stock Awards and Units, Granted, Shares | 4,893,269 | |
Restricted Stock Awards and Units, Vested, Shares | (129,820) | (1,990,154) |
Restricted Stock Awards and Units, Forfeited, Shares | (63,279) | (49,198) |
Restricted Stock Awards and Units, Outstanding, Shares, Ending Balance | 17,062,098 | 9,397,055 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Beginning Balance | $ 2.67 | $ 5.06 |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | 1.32 | |
Restricted Stock Awards and Units, Vested, Weighted-Average Fair Value | 5.13 | 7.22 |
Restricted Stock Awards and Units, Forfeited, Weighted-Average Fair Value | 3.05 | 3.51 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Ending Balance | 2.17 | $ 2.67 |
Performance Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ 1.63 | |
Time Based Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Awards and Units, Granted, Shares | 4,583,758 | |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ 1.14 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 USD ($) | Apr. 30, 2024 USD ($) MW | Jan. 31, 2024 | Oct. 31, 2023 USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Derivative gain, net | $ (2.3) | $ (2.1) | ||
Derivative liabilities | 2.4 | 2.4 | $ 0 | |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | |||
Recorded unconditional purchase obligation | 80.4 | 80.4 | ||
Derivative asset | $ 2.4 | $ 2.4 | $ 4.1 | |
CT-RFP 2 Derby 14.9 Mega Watt Project | ||||
Commitments And Contingencies [Line Items] | ||||
Capacity Of Plant | MW | 14.9 | |||
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 | |||
LIPA project | Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Term for procuring fuel | 18 years | |||
Derby Project | ||||
Commitments And Contingencies [Line Items] | ||||
Term for procuring fuel | 6 years | |||
Derby Project | Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Term for procuring fuel | 20 years | |||
Derby Project 14.0 Mega Watt | ||||
Commitments And Contingencies [Line Items] | ||||
Capacity Of Plant | MW | 14 | |||
Derby Project 2.8 Mega Watt | ||||
Commitments And Contingencies [Line Items] | ||||
Capacity Of Plant | MW | 2.8 | |||
Toyota Project | ||||
Commitments And Contingencies [Line Items] | ||||
Term for procuring fuel | 2 years | |||
Toyota Project | Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Term for procuring fuel | 20 years |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ / shares in Units, shares in Millions, $ in Millions | May 28, 2024 USD ($) item MW | May 01, 2024 USD ($) $ / shares shares |
Subsequent Event [Line Items] | ||
Amount of long-term service agreement | $ | $ 159.6 | |
GGE | ||
Subsequent Event [Line Items] | ||
Capacity Of Plant | MW | 58.8 | |
Number of plants | item | 21 | |
Number of fuel cells | item | 42 | |
Capacity of fuel cell | MW | 1.4 | |
Long Term Service Agreement Term | 7 years | |
GGE | Fall 2024 [Member] | ||
Subsequent Event [Line Items] | ||
Capacity of fuel cell | MW | 1.4 | |
GGE | Calendar Year 2025 [Member] | ||
Subsequent Event [Line Items] | ||
Number of fuel cells | item | 30 | |
Capacity of fuel cell | MW | 1.4 | |
GGE | First Half Calendar Year 2026 [Member] | ||
Subsequent Event [Line Items] | ||
Number of fuel cells | item | 6 | |
Capacity of fuel cell | MW | 1.4 | |
Amended Sales Agreement | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period Shares New Issues | shares | 38.6 | |
Average sale price per share | $ / shares | $ 0.84 | |
Gross proceeds from sale of common stock | $ | $ 32.3 | |
Net Proceeds From Issuance Of Common Stock | $ | 31.7 | |
Payments of underwriting discounts and commissions | $ | 0.6 | |
Sale of shares remained available | $ | $ 261.4 | |
Number of cells per plant | item | 2 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (32,140) | $ (34,303) | $ (51,933) | $ (52,925) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Apr. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |