Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Jan. 04, 2019 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | FUELCELL ENERGY INC | ||
Entity Central Index Key | 886,128 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FCEL | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 103,898,960 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 156,140,974 | ||
Share Price | $ 1.86 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 39,291 | $ 49,294 |
Restricted cash and cash equivalents - short-term | 5,806 | 4,628 |
Accounts receivable, net of allowance for doubtful accounts of $160 and $79 as of October 31, 2018 and 2017, respectively | 23,039 | 68,521 |
Inventories | 53,575 | 74,496 |
Other current assets | 8,592 | 6,571 |
Total current assets | 130,303 | 203,510 |
Restricted cash and cash equivalents - long-term | 35,142 | 33,526 |
Project assets | 99,600 | 73,001 |
Property, plant and equipment, net | 48,204 | 43,565 |
Goodwill | 4,075 | 4,075 |
Intangible assets | 9,592 | 9,592 |
Other assets | 13,505 | 16,517 |
Total assets | 340,421 | 383,786 |
Current liabilities: | ||
Current portion of long-term debt | 17,596 | 28,281 |
Accounts payable | 22,594 | 42,616 |
Accrued liabilities | 7,632 | 18,381 |
Deferred revenue | 11,347 | 7,964 |
Preferred stock obligation of subsidiary | 952 | 836 |
Total current liabilities | 60,121 | 98,078 |
Long-term deferred revenue | 16,793 | 18,915 |
Long-term preferred stock obligation of subsidiary | 14,965 | 14,221 |
Long-term debt and other liabilities | 71,619 | 63,759 |
Total liabilities | 163,498 | 194,973 |
Stockholders’ equity | ||
Common stock ($0.0001 par value; 225,000,000 and 125,000,000 shares authorized as of October 31, 2018 and 2017, respectively; 95,672,237 and 69,492,816 shares issued and outstanding as of October 31, 2018 and 2017, respectively) | 10 | 7 |
Additional paid-in capital | 1,073,454 | 1,045,197 |
Accumulated deficit | (990,867) | (943,533) |
Accumulated other comprehensive loss | (403) | (415) |
Treasury stock, Common, at cost (156,501 and 88,861 shares as of October 31, 2018 and 2017, respectively) | (363) | (280) |
Deferred compensation | 363 | 280 |
Total stockholders’ equity | 82,194 | 101,256 |
Total liabilities and stockholders’ equity | 340,421 | 383,786 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable preferred stock | 59,857 | 59,857 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable preferred stock | 7,480 | $ 27,700 |
Series D Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable preferred stock | $ 27,392 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Allowance for Doubtful Accounts Receivable, Current | $ 160 | $ 79 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 225,000,000 | 125,000,000 |
Common stock, shares issued | 95,672,237 | 69,492,816 |
Common stock, shares outstanding | 95,672,237 | 69,492,816 |
Treasury stock, shares | 156,501 | 88,861 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Liquidation Preference, Value | $ 64,020 | $ 64,020 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Liquidation Preference, Value | 8,992 | $ 33,300 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Liquidation Preference, Value | $ 30,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | ||
Revenues: | ||||
Revenues | $ 89,437,000 | $ 95,666,000 | $ 108,252,000 | |
Costs of revenues: | ||||
Costs of revenues | 86,344,000 | 92,932,000 | 108,609,000 | |
Gross profit (loss) | 3,093,000 | 2,734,000 | (357,000) | |
Operating expenses: | ||||
Administrative and selling expenses | 24,908,000 | 25,916,000 | 25,150,000 | |
Research and development expenses | 22,817,000 | 20,398,000 | 20,846,000 | |
Restructuring expense | 0 | 1,355,000 | 0 | |
Total operating expenses | 47,725,000 | 47,669,000 | 45,996,000 | |
Loss from operations | (44,632,000) | (44,935,000) | (46,353,000) | |
Interest expense | (9,055,000) | (9,171,000) | (4,958,000) | |
Other income, net | 3,338,000 | 247,000 | 622,000 | |
Loss before benefit (provision) for income taxes | (50,349,000) | (53,859,000) | (50,689,000) | |
Benefit (provision) for income taxes | 3,015,000 | (44,000) | (519,000) | |
Net loss | (47,334,000) | (53,903,000) | (51,208,000) | |
Net loss attributable to noncontrolling interest | 0 | 0 | 251,000 | |
Net loss attributable to FuelCell Energy, Inc. | (47,334,000) | (53,903,000) | (50,957,000) | |
Series B Preferred stock dividends | (3,200,000) | (3,200,000) | (3,200,000) | |
Series D Preferred stock redemption accretion | (2,075,000) | |||
Net loss to common stockholders | $ (62,168,000) | $ (57,103,000) | $ (54,157,000) | |
Net loss to common stockholders per share | ||||
Basic | $ (0.75) | $ (1.14) | $ (1.82) | |
Diluted | [1] | $ (0.75) | $ (1.14) | $ (1.82) |
Weighted average shares outstanding | ||||
Basic | 82,754,268 | 49,914,904 | 29,773,700 | |
Diluted | 82,754,268 | 49,914,904 | 29,773,700 | |
Series B Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series B Preferred stock dividends | $ (3,200,000) | $ (3,200,000) | $ (3,200,000) | |
Series C Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series C Preferred stock deemed dividends | (9,559,000) | 0 | 0 | |
Series D Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series D Preferred stock redemption accretion | (2,075,000) | 0 | 0 | |
Product Sales [Member] | ||||
Revenues: | ||||
Revenues | 52,490,000 | 43,047,000 | 62,563,000 | |
Costs of revenues: | ||||
Costs of revenues | 54,504,000 | 49,843,000 | 63,474,000 | |
Service Agreements and License Revenues [Member] | ||||
Revenues: | ||||
Revenues | 15,757,000 | 27,050,000 | 31,491,000 | |
Costs of revenues: | ||||
Costs of revenues | 15,059,000 | 25,285,000 | 32,592,000 | |
Generation Revenues [Member] | ||||
Revenues: | ||||
Revenues | 7,171,000 | 7,233,000 | 1,267,000 | |
Costs of revenues: | ||||
Costs of revenues | 6,421,000 | 5,076,000 | 664,000 | |
Advanced Technologies Contract Revenues [Member] | ||||
Revenues: | ||||
Revenues | 14,019,000 | 18,336,000 | 12,931,000 | |
Costs of revenues: | ||||
Costs of revenues | $ 10,360,000 | $ 12,728,000 | $ 11,879,000 | |
[1] | Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Revenues | $ 89,437 | $ 95,666 | $ 108,252 |
Product Sales [Member] | |||
Revenues | 52,490 | 43,047 | 62,563 |
Service Agreements and License Revenues [Member] | |||
Revenues | 15,757 | 27,050 | 31,491 |
Related Party [Member] | Product Sales [Member] | |||
Revenues | 11,400 | 400 | 43,600 |
Related Party [Member] | Service Agreements and License Revenues [Member] | |||
Revenues | $ 6,500 | $ 5,400 | $ 8,500 |
Statement of Comprehensive Loss
Statement of Comprehensive Loss Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (47,334) | $ (53,903) | $ (51,208) |
Foreign currency translation adjustments | 12 | 129 | (35) |
Comprehensive loss | $ (47,322) | $ (53,774) | $ (51,243) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Deferred Compensation [Member] | Noncontrolling Interest In Subsidiaries [Member] |
Balance at at Oct. 31, 2015 | $ 94,754 | $ 3 | $ 934,488 | $ (838,673) | $ (509) | $ (78) | $ 78 | $ (555) |
Balance at (in shares) at Oct. 31, 2015 | 25,964,710 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock, prepaid warrants and warrants, public offering | 34,736 | 34,736 | ||||||
Sale of common stock, prepaid warrants and warrants, public offering, in shares | 1,474,000 | |||||||
Exercise of prepaid warrants, in shares | 1,100,000 | |||||||
Sale of common stock | 36,056 | $ 1 | 36,055 | |||||
Sale of common stock (in shares) | 6,023,372 | |||||||
Common stock issued, non-employee compensation | 157 | 157 | ||||||
Common stock issued, non-employee compensation, in shares | 24,379 | |||||||
Share based compensation | 3,425 | 3,425 | ||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | 587,963 | |||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (286) | (286) | ||||||
Noncontrolling interest in subsidiaries | (251) | (251) | ||||||
Purchase of noncontrolling shares of subsidiary | (3) | (809) | $ 806 | |||||
Preferred dividends - Series B | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation | 101 | |||||||
Adjustment for deferred compensation | (101) | |||||||
Effect of foreign currency translation | (35) | (35) | ||||||
Net loss attributable to FuelCell Energy, Inc. | (50,957) | (50,957) | ||||||
Balance at at Oct. 31, 2016 | 114,396 | $ 4 | 1,004,566 | (889,630) | (544) | (179) | 179 | |
Balance at (in shares) at Oct. 31, 2016 | 35,174,424 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock, warrants and public offering | 13,884 | $ 1 | 13,883 | |||||
Sale of common stock, warrants and public offering, in shares | 12,000,000 | |||||||
Exercise of prepaid warrants and warrants | 12,722 | $ 1 | 12,721 | |||||
Exercise of prepaid warrants and warrants. in shares | 13,660,926 | |||||||
Sale of common stock | 12,431 | $ 1 | 12,430 | |||||
Sale of common stock (in shares) | 7,245,430 | |||||||
Common stock issued, non-employee compensation | 129 | 129 | ||||||
Common stock issued, non-employee compensation, in shares | 86,001 | |||||||
Share based compensation | 4,585 | 4,585 | ||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | 1,284,673 | |||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (84) | (84) | ||||||
Series C convertible preferred stock conversions | 167 | 167 | ||||||
Series C convertible preferred stock conversions, shares | 108,696 | |||||||
Noncontrolling interest in subsidiaries | 0 | |||||||
Preferred dividends - Series B | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation | 101 | |||||||
Adjustment for deferred compensation | (101) | |||||||
Effect of foreign currency translation | 129 | 129 | ||||||
Net loss attributable to FuelCell Energy, Inc. | (53,903) | (53,903) | ||||||
Adjustment for deferred compensation (in shares) | (67,334) | |||||||
Balance at at Oct. 31, 2017 | $ 101,256 | $ 7 | 1,045,197 | (943,533) | (415) | (280) | 280 | |
Balance at (in shares) at Oct. 31, 2017 | 69,492,816 | 69,492,816 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock | $ 7,129 | $ 1 | 7,128 | |||||
Sale of common stock (in shares) | 5,715,180 | |||||||
Exercise of warrants | 3,326 | 3,326 | ||||||
Exercise of warrants, in shares | 2,595,710 | |||||||
Common stock issued, non-employee compensation | 282 | 282 | ||||||
Common stock issued, non-employee compensation, in shares | 158,708 | |||||||
Share based compensation | 3,238 | 3,238 | ||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (178,950) | |||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | (660) | (660) | ||||||
Series C convertible preferred stock conversions | 20,220 | $ 2 | 20,218 | |||||
Series C convertible preferred stock conversions, shares | 17,956,413 | |||||||
Noncontrolling interest in subsidiaries | 0 | |||||||
Preferred dividends - Series B | (3,200) | (3,200) | ||||||
Series D Preferred stock redemption accretion | (2,075) | (2,075) | ||||||
Adjustment for deferred compensation | 83 | |||||||
Adjustment for deferred compensation | (83) | |||||||
Effect of foreign currency translation | 12 | 12 | ||||||
Net loss attributable to FuelCell Energy, Inc. | (47,334) | (47,334) | ||||||
Adjustment for deferred compensation (in shares) | (67,640) | |||||||
Balance at at Oct. 31, 2018 | $ 82,194 | $ 10 | $ 1,073,454 | $ (990,867) | $ (403) | $ (363) | $ 363 | |
Balance at (in shares) at Oct. 31, 2018 | 95,672,237 | 95,672,237 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (47,334) | $ (53,903) | $ (51,208) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 3,238 | 4,585 | 3,425 |
Loss (gain) from change in fair value of embedded derivatives | 60 | 91 | (14) |
Depreciation | 8,648 | 8,518 | 4,949 |
Amortization of non-cash interest expense | 5,957 | 6,256 | 3,207 |
Deferred income taxes | (3,035) | 0 | 0 |
Foreign currency transaction losses (gains) | (223) | 581 | (324) |
Other non-cash transactions | 760 | 165 | 451 |
Decrease (increase) in operating assets: | |||
Accounts receivable | 48,731 | (51,276) | 30,235 |
Inventories | 31,714 | (7,972) | (8,052) |
Other assets | (2,264) | (714) | (837) |
(Decrease) increase in operating liabilities: | |||
Accounts payable | (19,846) | 25,020 | (3,019) |
Accrued liabilities | (11,345) | (2,290) | 1,240 |
Deferred revenue | 1,261 | (906) | (26,648) |
Net cash provided by (used in) operating activities | 16,322 | (71,845) | (46,595) |
Cash flows from investing activities: | |||
Capital expenditures | (10,028) | (12,351) | (7,726) |
Expenditures for long-term project assets | (41,232) | (19,726) | (33,726) |
Cash acquired from acquisition | 0 | 633 | 0 |
Net cash used in investing activities | (51,260) | (31,444) | (41,452) |
Cash flows from financing activities: | |||
Repayment of debt | (16,616) | (8,571) | (30,452) |
Proceeds from debt | 13,091 | 17,877 | 85,935 |
Payments of deferred finance costs | (352) | (206) | (1,758) |
Purchase of non-controlling shares of subsidiary | 0 | 0 | (3) |
Proceeds from common stock issuance and warrant exercises, net of registration fees | 10,455 | 39,396 | 70,929 |
Payment of preferred dividends and return of capital | (4,178) | (4,156) | (4,170) |
Common stock issued for stock plans and related expenses | 0 | 86 | 177 |
Net cash provided by financing activities | 27,717 | 72,292 | 120,658 |
Effects on cash from changes in foreign currency rates | 12 | 129 | (35) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (7,209) | (30,868) | 32,576 |
Cash, cash equivalents, and restricted cash-beginning of year | 87,448 | 118,316 | 85,740 |
Cash, cash equivalents, and restricted cash-end of year | 80,239 | 87,448 | 118,316 |
Series C Preferred Stock [Member] | |||
Cash flows from financing activities: | |||
Net proceeds from issuance of preferred shares | 0 | 27,866 | 0 |
Series D Preferred Stock [Member] | |||
Cash flows from financing activities: | |||
Net proceeds from issuance of preferred shares | $ 25,317 | $ 0 | $ 0 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | Nature of Business and Basis of Presentation FuelCell Energy, Inc. together with its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”) is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and service ultra-clean, efficient and reliable stationary fuel cell power plants. Our SureSource power plants generate electricity and usable high quality heat for commercial, industrial, government and utility customers. We have commercialized our stationary carbonate fuel cells and are also pursuing the complementary development of planar solid oxide fuel cells and other fuel cell technologies. Our operations are funded primarily through sales of equity instruments to strategic investors or in public markets, corporate and project level debt financing and local or state government loans or grants. In order to produce positive cash flow from operations, we need to be successful at increasing annual order volume and production and in our cost reduction efforts. The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Liquidity The Company’s future liquidity will be dependent on obtaining a combination of increased order and contract volumes, increased cash flows from our generation and service portfolios and cost reductions necessary to achieve profitable operations. To grow our generation portfolio, the Company will invest in developing and building turn-key fuel cell projects which will be owned by the Company and classified as project assets on the balance sheet. This strategy requires liquidity and is expected to continue to have increasing liquidity requirements as project sizes increase. We may commence building project assets upon the award of a project or execution of a multi-year PPA with an end-user that has a strong credit profile. Project development and construction cycles, which span the time between securing a PPA and commercial operation of the plant, vary substantially and can take years. As a result of these project cycles and strategic decisions to finance the construction of certain projects, we may need to make significant up-front investments of resources in advance of the receipt of any cash from the sale or long-term financing of such projects. These up-front investments may include using our working capital, availability under our construction financing facilities or other financing arrangements. We expect to maintain appropriate cash and debt levels based upon our expected cash requirements for operations, capital expenditures, construction of project assets and principal, interest and dividend payments. In the future, we may also engage in additional debt or equity financings, including project specific debt financings under existing and new facilities. We believe that, when necessary, we will have adequate access to the capital markets, although the timing, size and terms of any financing will depend on multiple factors, including market conditions, future order flow and the need to adjust production capacity. There can be no assurance that we will be able to raise additional capital at the times, in the amounts, or on the terms required for the implementation of our business plan and strategy. In addition, our capital-intensive business model of building generation assets increases the risk that we will be unable to successfully implement our plans, particularly if we do not raise additional capital in the amounts required. If we are unable to raise additional capital at the times or in the amounts required, or on terms favorable to us, our growth potential may be adversely affected and we may have to modify our plans which could include restructuring, workforce reductions, change in production volumes and asset or intellectual property sales. If these strategies are not successful, we may be required to delay, reduce and/or cease our operations. The Company believes that its current working capital and cash anticipated to be generated from future operations, as well as recent debt incurred and cash received under our project financing facilities and remaining availability under these project financing facilities (See Notes 12 and 22) and proceeds from future equity offerings, will provide sufficient liquidity to fund operations for at least one year after the date that the financial statements are issued. The Company has an At The Market Issuance Sales Agreement in place (see Note 13) which could supplement proceeds through equity offerings dependent upon market conditions. Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. As of October 31, 2018, $40.9 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $38.2 million pledged as of October 31, 2017. The restricted cash balance includes $15.0 million as of October 31, 2018 and 2017, which has been placed in a Grantor's Trust account to secure certain obligations of the Company under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. As of October 31, 2018 and 2017, we had outstanding letters of credit of $3.8 million and $2.9 million, respectively, which expire on various dates through August 2025. Cash and cash equivalents as of October 31, 2018 and 2017 also included $3.0 thousand and $3.0 million, respectively, of cash advanced by POSCO Energy Co., Ltd. (“POSCO Energy”) for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as Other current assets on the Consolidated Balance Sheets. Inventories are reviewed to determine if valuation allowances are required for excess quantities or obsolescence. This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, whereby we have entered into power purchase agreements prior to entering into a definitive sales or long-term financing agreement for the project, capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC, projects in development for which we expect to secure long-term contracts or projects retained by the Company under a merchant model. Certain project assets currently in development are actively being marketed and may be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement, we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. There were no short-term project assets as of October 31, 2018 or 2017. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (“ASC 350”) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (IPR&D) as of July 31, 2018 and 2017. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset are more likely than not below its carrying value. No impairment charges were recorded during any of the years presented. Impairment of Long Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company recorded a $0.5 million impairment of a project asset for the year ended October 31, 2018 due to the termination of a project Revenue Recognition We earn revenue from (i) the sale and installation of fuel cell power plants including site engineering and construction services, (ii) the sale of completed project assets, (iii) equipment only sales (modules, balance of plants (“BOP”), component part kits and spare parts to customers), (iv) performance under long-term service agreements, (v) the sale of electricity and other value streams under power purchase agreements (“PPAs”) and utility tariffs from project assets retained by the Company, (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) government and customer-sponsored Advanced Technologies projects. As further clarification, revenue elements are classified as follows: Product. Includes the sale of completed project assets, sale and installation of fuel cell power plants including site engineering and construction services, and, the sale of component part kits, modules, BOPs and spare parts to customers. Service and license. Includes performance under long-term service agreements for power plants owned by third parties and license fees and royalty income from manufacturing and technology transfer agreements. Generation. Includes the sale of electricity under PPAs and utility tariffs from project assets retained by the Company. This also includes revenue received from the sale of other value streams from these assets including the sale of heat, steam and renewable energy credits. Advanced Technologies. Includes revenue from customer-sponsored and government-sponsored Advanced Technologies projects. Our revenue is generated from customers located throughout the U.S., Europe and Asia and from agencies of the U.S. government. For customer contracts where the Company is responsible for supply of equipment and site construction (full turn-key construction project) and has adequate cost history and estimating experience, and with respect to which management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed and total project costs. Our estimates are based upon the professional knowledge and experience of our engineers, project managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods. Revenues are recognized based on the percentage of the contract value that incurred costs to date bear to estimated total contract costs, after giving effect to estimates of costs to complete based on most recent information. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. We recognize anticipated contract losses as soon as they become known and estimable. Actual results could vary from initial estimates and estimates will be updated as conditions change. Revenue from equipment only sales where the Company does not have the obligations associated with overall construction of the project (modules, BOPs, fuel cell kits and spare parts sales) is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations and certain key suppliers upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. In June 2017, an EPC contractor, Hanyang Industrial Development Co., Ltd (“HYD”), was awarded a 20 MW project by a utility in South Korea (Korea Southern Power Company) utilizing the Company’s SureSource technology. The Company was able to participate on this Korean project pursuant to a Memorandum of Understanding (“MOU”) with POSCO Energy that permitted the Company access to the Asian fuel cell market, including the sale of SureSource solutions in South Korea. Effective July 15, 2018, the MOU was terminated. On August 29, 2017, the Company entered into a contract with HYD pursuant to which the Company provided equipment to HYD for this 20 MW fuel cell project as well as ancillary services including plant commissioning . Construction began in the fall of 2017 and the installation became operational in the summer of 2018. The value of the contract to the Company was $70 million. The Company assessed the contract using the multi-element revenue recognition guidance and determined that . The full contract value was allocated to each element based on estimated selling prices using cost plus expected margins and revenue recognition occurred upon completion of shipping and customer acceptance of each piece of equipment and the proportional performance method was used for the ancillary services provided. Approximately $39 million of revenue was recognized in the fourth quarter of fiscal 2017 related to this contract and approximately $31 million was recognized during fiscal year 2018. Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements is generally expected to be incurred on a straight-line basis. For service agreements where we expect to have module exchanges at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange(s) is deferred and is recognized upon such module replacement event(s). We recognize license fees and other revenue over the term of the associated agreement. The Company records license fees and royalty income from POSCO Energy as a result of manufacturing and technology transfer agreements entered into in 2007, 2009 and 2012. The manufacturing and technology transfer agreements we entered with POSCO Energy collectively provide them with the rights to manufacture SureSource power plants in South Korea and exclusive rights to sell in Asia. Under PPAs and project assets retained by the Company, revenue from the sale of electricity and other value streams are recognized as electricity is provided to customers. These revenues are classified as generation revenues. Advanced Technologies contracts include both private industry and government entities. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from fixed price Advanced Technologies projects is recognized using percentage of completion accounting. Advanced Technologies programs are often multi-year projects or structured in phases with subsequent phases dependent on reaching certain milestones prior to additional funding being authorized. Government contracts are typically structured with cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. Sale-Leaseback Accounting The Company, through a wholly-owned subsidiary, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power (the "Customer"). Due to the Company's continuing involvement with the project and the projects being considered integral equipment, sale accounting is precluded by ASC 840-40, “Leases”. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. While we receive financing for the full value of the related power plant asset, we have not recognized revenue on the sale leaseback transaction. Instead, revenue is recognized through the sale of electricity and energy credits which are generated as energy is produced. The sale-leaseback arrangements with PNC allow the Company to repurchase the project assets at fair market value. Warranty and Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. As of October 31, 2018 and 2017, the warranty accrual, which is classified in accrued liabilities on the Consolidated Balance Sheets, totaled $0.1 million and $0.3 million, respectively. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees for service agreements of $1.1 million and $2.2 million as of October 31, 2018 and 2017, respectively. The Company records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. As of October 31, 2018, our loss accruals on service agreements totaled $0.9 million compared to $1.1 million as of October 31, 2017. At the end of our service agreements, customers are expected to either renew the service agreement or based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being maintained. As of October 31, 2018, the Company had $1.2 million related to the residual value of replacement modules in power plants under service agreements compared to $1.0 million as of October 31, 2017. License Agreements and Royalty Income The Cell Technology Transfer and License Agreement dated October 31, 2012 by and between the Company and POSCO Energy (the "CTTA") provides POSCO Energy with the technology to manufacture SureSource modules in South Korea and the exclusive market access to sell power plants throughout Asia. In connection with the CTTA, fees totaling $18.0 million were paid between fiscal year 2012 and 2015 and are being amortized over the term of the CTTA, which is fifteen years. The Company is entitled to receive royalties from POSCO Energy under the 2007 Technology Transfer, Distribution and Licensing Agreement ("TTA") and the 2009 Stack Technology Transfer and License Agreement ("STTA") at the rate of 3.0% of POSCO Energy net sales associated with the Company’s technology. Additionally, under the STTA, license fee income aggregating $10.0 million is being recognized ratably over fifteen years beginning November 1, 2012. Under the terms of the TTA, POSCO Energy manufactures BOP in South Korea. The STTA allows POSCO Energy to produce fuel cell modules which will be combined with BOP manufactured in South Korea to complete electricity-producing fuel cell power plants for sale in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives fixed compensation for services rendered. The Company recorded revenue of $2.1 million, $2.7 million and $6.2 million for the years ended October 31, 2018, 2017 and 2016, respectively, relating to the above agreements. Deferred Revenue and Customer Deposits We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. Costs incurred for customer-sponsored projects are recorded as cost of Advanced Technologies contract revenues in the consolidated statements of operations. Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. Concentrations We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for Advanced Technologies contracts. For the years ended October 31, 2018, 2017 and 2016, our top customers accounted for 84%, 78% and 75%, respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2018, 2017 and 2016, respectively, are presented below. 2018 2017 2016 Hanyang Industrial Development Co., LTD 35 % 40 % — % Clearway Energy (formerly NRG Yield, Inc.) 15 % — % — % AEP Onsite Partners, LLC 10 % — % — % U.S. Department of Energy 8 % 9 % 8 % ExxonMobil 6 % 9 % 3 % POSCO Energy 5 % 6 % 48 % Dominion Bridgeport Fuel Cell, LLC 3 % 11 % 6 % Avangrid Holdings (through its various subsidiaries) 2 % 3 % 10 % Total 84 % 78 % 75 % Derivatives We do not use derivatives for speculative purposes and, through the end of fiscal year 2018, we have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to Other income, net on the Consolidated Statements of Operations. Refer to Note 14 for additional information. Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, excess and obsolete inventories, product warranty costs, accruals for service agreements, allowance for uncollectible receivables, depreciation and amortization, impairment of goodwill, indefinite-lived intangible assets and long-lived assets, income taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. Foreign Currency Translation The translation of the financial statements of FCE Korea Ltd., FCES GmbH and Versa Power Systems Ltd. results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity. Our Canadian subsidiary, FCE FuelCell Energy, Ltd., is financially and operationally integrated and the functional currency is the U.S. dollar. We are also subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized foreign currency transaction gains (losses) of $0.3 million, $(0.7) million and $0.3 million for the years ended October 31, 2018, 2017 and 2016, respectively. These amounts have been classified as other income, net in the consolidated statements of operations. Recently Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation - Stock Compensation” (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2016-09 resulted in no net impact to equity as the additional deferred tax asset recorded for previously unrecognized net operating loss carryforwards of $7.8 million was offset by a valuation allowance of the same amount. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330) – Simplifying the Measurement of Inventory.” This guidance changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company adopted this standard in fiscal year 2018. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. Recent Accounting Guidance Not Yet Effective In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The Company will adopt this ASU in the first quarter of fiscal year 2019. The Company has numerous different revenue sources including the sale and installation of fuel cell power plants, site engineering and construction services, sale of modules and spare parts, extended warranty service agreements, sale of electricity under power purchase agreements, license fees and royalty income from manufacturing and technology transfer agreements and customer-sponsored Advanced Technologies projects. This requires application of various revenue recognition methods under current accounting guidance. The Company has decided to use the modified retrospective transition method. The adoption of this ASU is expected to result in a cumulative effect adjustment increasing Accumulated deficit by approximately between $7.0 million and $10.0 million on November 1, 2018, which is the result of the change in timing of revenue recognition for the Company’s service agreements and license revenue. In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (which, for the Company, will be the first quarter of fiscal year 2020). Early adoption is permitted. The Company has both operating and capital leases (refer to Note 18. “Commitments and Contingencies”) as well as sale-leasebacks accounted for under the finance method and may have other arrangements that contain embedded leases as characterized in this ASU. We expect that adoption of |
Restructuring
Restructuring | 12 Months Ended |
Oct. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | Note 2. Restructuring On November 30, 2016, a business restructuring was announced to reduce costs and align production levels with current levels of demand in a manner that was consistent with the Company’s long-term strategic plan. The Company reduced materials spend as well as implemented various cost control initiatives. The workforce was reduced at both the North American production facility in Torrington, Connecticut, as well as at the corporate offices in Danbury, Connecticut and remote locations. A total of 96 positions, or approximately 17% of the Company’s global workforce, were eliminated. The production rate was reduced to twenty-five MW annually, from the prior rate of fifty MW annually, in order to position for delays in anticipated order flow. This production level was temporary and will be reevaluated as order flow dictates. Restructuring expense relating to eliminated positions of $1.4 million was recorded and paid for the year ended October 31, 2017, which has been presented on a separate caption in the Consolidated Statements of Operations. There were no restructuring activities during the fiscal years ended October 31, 2018 and 2016. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Oct. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 3. Accounts Receivable, Net Accounts receivable as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Commercial customers: Amount billed $ 7,415 $ 41,073 Unbilled receivables (1) 10,632 18,162 18,047 59,235 Advanced Technologies (including U.S. Government (2) Amount billed 1,865 1,934 Unbilled receivables 3,127 7,352 4,992 9,286 $ 23,039 $ 68,521 (1) Additional long-term unbilled receivables of $9.4 million and $12.8 million are included within “Other Assets” as of October 31, 2018 and 2017, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2018 and 2017 were $2.3 million and $3.2 million, respectively. We bill customers for power plant and power plant component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Unbilled receivables relate to revenue recognized on customer contracts that have not been billed. Accounts receivable are presented net of an allowance for doubtful accounts of $0.2 million and $0.1 million as of October 31, 2018 and 2017, respectively. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when all collection efforts have failed and it is deemed unlikely that the amount will be recovered. Accounts receivable from commercial customers (including unbilled receivables) included amounts due from POSCO Energy of $1.6 million and $6.2 million as of October 31, 2018 and 2017, respectively, and amounts due from NRG and NRG Yield of $2.2 million and $0.1 million as of October 31, 2018 and 2017, respectively. |
Inventories
Inventories | 12 Months Ended |
Oct. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories Inventories as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Raw materials $ 24,467 $ 20,065 Work-in-process (1) 29,108 54,431 Inventories $ 53,575 $ 74,496 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process as of October 31, 2018 and 2017 is $19.0 million and $46.3 million, respectively, of completed standard components. Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power plant. |
Project Assets
Project Assets | 12 Months Ended |
Oct. 31, 2018 | |
Project Assets [Abstract] | |
Project Assets | Note 5. Project Assets The carrying value of project assets as of October 31, 2018 and 2017 was $99.6 million and $73.0 million, respectively. Project assets as of October 31, 2018 and 2017 included five completed, commissioned installations generating power with respect to which we have a power purchase agreement (“PPA”) with the end-user of power and site host with an aggregate value of $28.6 million and $32.1 million as of October 31, 2018 and 2017, respectively. Certain of these assets are the subject of sale-leaseback arrangements with PNC Energy Capital, LLC (“PNC”), which are recorded under the financing method. The project assets balance as of October 31, 2018 and 2017 also includes assets aggregating $71.0 million and $40.9 million, respectively, which are being developed and constructed by the Company under existing PPAs and have not been placed in service. On April 5, 2018, the Company sold a project asset to NRG Yield (now known as Clearway Energy) which resulted in the recognition of product revenue of $10.8 million. The total reduction in project assets relating to the sale to NRG Yield was $9.8 million which was recorded as product cost of revenues. On August 28, 2018, the Company sold a project asset to AEP OnSite Partners, LLC, and American Electric Power Company, Inc. (NYSE: AEP) which resulted in the recognition of product revenue of $9.2 million. The total reduction in project assets relating to the sale was $8.0 million, which was recorded as product cost of revenues. The Company also recorded a $0.5 million impairment of a project asset during the year ended October 31, 2018 due to the termination of the project. The impairment was recorded as generation cost of revenues. Depreciation expense for project assets was $4.1 million, $4.1 million and $0.7 million for the years ended October 31, 2018, 2017 and 2016, respectively. Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows. The proceeds received from the sale and subsequent leaseback of project assets are classified as “Cash flows from financing activities” within the Consolidated Statements of Cash Flows and are classified as a financing obligation within “Current portion of long-term debt” and “Long-term debt and other liabilities” on the Consolidated Balance Sheets (refer to Note 12 for more information). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 19,674 9,331 10-26 years Machinery, equipment and software 93,356 91,680 3-8 years Furniture and fixtures 3,958 3,576 10 years Construction in progress 17,711 23,163 — 135,223 128,274 Accumulated depreciation (87,019 ) (84,709 ) Property, plant and equipment, net $ 48,204 $ 43,565 The Company completed the first phase of its project to expand the existing 65,000 square foot manufacturing facility in Torrington, Connecticut by approximately 102,000 square feet for a total size of 167,000 square feet during the year ended October 31, 2018. Depreciation expense for property, plant and equipment was $4.6 million, $4.4 million and $4.3 million for the years ended October 31, 2018, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Oct. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7. Goodwill and Intangible Assets As of October 31, 2018 and 2017, the Company had goodwill of $4.1 million and intangible assets of $9.6 million that was recorded in connection with the 2012 Versa acquisition. The intangible asset represents indefinite lived in-process research and development for cumulative research and development efforts associated with the development of solid oxide fuel cells stationary power generation. The Company completed its annual impairment analysis of goodwill and in-process research and development assets as of July 31, 2018. The Company performed a qualitative assessment for fiscal year 2018 and determined that it was more likely than not that there was no impairment of goodwill or the indefinite lived intangible asset. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Oct. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 8. Other Current Assets Other current assets as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Advance payments to vendors (1) $ 2,696 $ 1,035 Deferred finance costs (2) 97 129 Prepaid expenses and other (3) 5,799 5,407 $ 8,592 $ 6,571 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Represents the current portion of direct deferred finance costs that relate primarily to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility. (3) Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets
Other Assets | 12 Months Ended |
Oct. 31, 2018 | |
Other Assets Noncurrent [Abstract] | |
Other Assets | Note 9. Other Assets Other assets as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Long-term unbilled receivables (1) $ 9,385 $ 12,806 Deferred finance costs (2) — 97 Long-term stack residual value (3) 1,206 987 Other (4) 2,914 2,627 Other assets $ 13,505 $ 16,517 (1 ) Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from the balance sheet date. ( 2 ) Represents the long-term portion of direct deferred finance costs relating to the Company’s loan facility with NRG which is being amortized over the five-year life of the facility. ( 3 ) Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. ( 4 ) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power plants at the end of the term of the agreement. The amounts are payable in installments over the term of the agreement and the total paid as of October 31, 2018 and 2017 was $2.0 million and $1.6 million, respectively. Also included within “Other” are long-term security deposits. |
Accounts Payable
Accounts Payable | 12 Months Ended |
Oct. 31, 2018 | |
Accounts Payable Current [Abstract] | |
Accounts Payable | Note 10. Accounts Payable Accounts payable as of October 31, 2018 and 2017 was $22.6 million and $42.6 million, respectively. Included in the balance were amounts due to POSCO Energy of $7.2 million and $32.7 million as of October 31, 2018 and 2017 for the purchase of inventory. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2018 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | Note 11. Accrued Liabilities Accrued liabilities as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Accrued payroll and employee benefits $ 2,550 $ 5,315 Accrued contract loss — 37 Accrued product warranty costs (1) 147 348 Accrued material purchases (2) — 2,396 Accrued service agreement costs (3) 2,029 3,319 Contractual milestone billings for inventory (4) — 4,440 Accrued legal, taxes, professional and other 2,906 2,526 $ 7,632 $ 18,381 (1) Activity in the accrued product warranty costs for the years ended October 31, 2018 and 2017 included additions for estimates of future warranty obligations of $0.4 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.6 million and $0.8 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. (2) The Company acts as a procurement agent for POSCO Energy under an Integrated Global Supply Chain Agreement whereby the Company procures materials on POSCO Energy’s behalf for its Asian production facility. This liability represents amounts received for the purchase of materials on behalf of POSCO Energy. Amounts due to vendors are recorded as “Accounts payable.” (3) Activity in service agreement costs represents a decrease in loss accruals on service contracts of $0.2 million from $1.1 million as of October 31, 2017 to $0.9 million as of October 31, 2018. The accruals for performance guarantees also decreased from $2.2 million as of October 31, 2017 to $1.1 million as of October 31, 2018 resulting from guarantee payments to customers partially offset by additional accruals for the minimum output falling below the contract requirements for certain service agreements. (4) Amount represented contractual milestone billings for inventory that was provided to POSCO Energy under a transaction that did not result in revenue recognition. |
Debt
Debt | 12 Months Ended |
Oct. 31, 2018 | |
Debt [Abstract] | |
Debt | Note 12. Debt Debt as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Hercules Loan and Security Agreement $ 25,343 $ 21,468 State of Connecticut Loan 10,000 10,000 Finance obligation for sale-leaseback transactions 46,062 46,937 Connecticut Green Bank Note 6,052 6,052 Connecticut Development Authority Note 284 2,349 New Britain Renewable Energy Term Loan 1,107 1,697 Capitalized lease obligations 341 632 Deferred finance costs (1,311 ) (1,344 ) Total debt $ 87,878 $ 87,791 Current portion of long-term debt (17,596 ) (28,281 ) Long-term debt $ 70,282 $ 59,510 Aggregate annual principal payments under our loan agreements and capital lease obligations for the years subsequent to October 31, 2018 are as follows (in thousands): Year 1 $ 17,908 Year 2 17,174 Year 3 4,064 Year 4 4,089 Year 5 4,640 Thereafter (1) 16,481 $ 64,356 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2018 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. In April 2016, the Company entered into a loan and security agreement (the “Hercules Agreement”) with Hercules Capital, Inc. (“Hercules”) for an aggregate principal amount of up to $25.0 million, subject to certain terms and conditions, of which the Company drew down $20.0 million during fiscal year 2016. The loan was a 30 month secured facility. The term loan interest was 9.75 percent per annum as of October 31, 2017 and increased to 10.0 percent per annum as of January 31, 2018 as a result of the increase in the prime rate. In addition to interest, which is paid on a monthly basis, principal payments commenced on November 1, 2017 in equal monthly installments. The loan balance and all accrued and unpaid interest was due and payable by October 1, 2018. Under the terms of the Hercules Agreement, there was an end of term charge of $1.7 million due on October 31, 2018, which was being accreted over the 30 month term using the effective interest rate method. The Hercules Agreement was subsequently amended on September 5, 2017, October 27, 2017, March 28, 2018, August 29, 2018 and December 19, 2018. The March 28, 2018 amendment (the “March Amendment”) allowed the Company to draw a term loan advance of $13.1 million and extended the maturity date. The aggregate amount outstanding as of October 31, 2018, which includes the amount outstanding under the original Hercules Agreement of $11.9 million and the term loan advance under the March Amendment, was $25.0 million. The term loan maturity date is April 1, 2020. Payments for the aggregate amount outstanding are interest-only for the initial 12-month period, followed by equal monthly installments of principal and interest until the term loan maturity date. The term loan interest rate was 10.15% per annum and increased to 10.40% per annum as of June 14, 2018 and increased to 10.65% as of September 2018. The term loan interest rate is the greater of either (i) 9.90% plus the prime rate minus 4.50%, and (ii) 9.90%. The initial end of term charge of $1.7 million was paid on October 1, 2018. An additional end of term charge of $0.9 million will be due on April 1, 2020, subject to extension upon the Company’s achievement of certain performance milestones. The additional end of term charge is being accreted over a 30-month term. On August 29, 2018, in connection with the issuance of the Series D Preferred Stock (see Note 14), the Company and Hercules (and various affiliated entities) entered into the fourth amendment to the Hercules Agreement to (i) modify the definition of “Permitted Indebtedness” to include certain redemption and/or conversion rights as set forth in the Series D Certificate of Designation, (ii) permit the Company, so long as no event of default has occurred and is continuing, to repurchase or redeem stock in cash pursuant to the redemption and/or conversion rights set forth in the Series D Certificate of Designation; provided that, the Company must make any such repurchase, redemption or payment in common stock and not in cash or other consideration unless prohibited pursuant to the terms of the Series D Certificate of Designation or otherwise prohibited by applicable law, (iii) permit the Company, so long as no event of default has occurred and is continuing, to pay cash dividends under the Series D Preferred Shares as required in the Series D Certificate of Designation; provided that, the Company must pay such dividends in common stock and not in cash or other consideration unless prohibited pursuant to the terms of the Series D Certificate of Designation or otherwise prohibited by applicable law, and (iv) add a new As collateral for obligations under Hercules Agreement, the Company granted Hercules a security interest in FuelCell Energy, Inc.’s existing and thereafter-acquired assets except for intellectual property and certain other excluded assets. The collateral does not include assets held by FuelCell Energy Finance, LLC (“FuelCell Finance”) or any project subsidiary thereof. The Company may continue to collateralize and finance its project subsidiaries through other lenders and partners. Under the Hercules Agreement, as amended, there is a minimum cash covenant which requires the Company to maintain an unrestricted cash balance in accounts subject to an account control agreement in favor of Hercules of at least the greater of (a) 75% of the outstanding loan balance plus (b) the amount of accounts payable (as defined under GAAP) not paid within 90 days of the invoice date. The Hercules Agreement, as amended, contains customary representations and warranties, affirmative and negative covenants, and events of default that entitle Hercules to cause our indebtedness under the agreement to become immediately due and payable. In November 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10.0 million for the first phase of the expansion project to expand the existing 65,000 square foot manufacturing facility in Torrington, Connecticut by approximately 102,000 square feet for a total size of 167,000 square feet. In conjunction with this financing, the Company entered into a $10.0 million Promissory Note and related security agreement securing the loan with equipment liens and a mortgage on its Danbury, Connecticut location. Pursuant to the terms of the loan, principal payments were deferred for the first four years and will begin in November 2019. Monthly interest payments at a fixed rate of 2.0 percent per annum began in December 2015. The financing is payable over 15 years, and is predicated on certain terms and conditions, including the forgiveness of up to half of the loan principal if certain job retention and job creation targets are reached. On April 17, 2017, the Company entered into an amendment to the Assistance Agreement extending certain job creation target dates by two years to October 28, 2019. Under the Assistance Agreement, as amended, the Company targeted employment of 703 Connecticut employees by October 2019. In connection with this amendment to the Assistance Agreement, in July 2018, the Company announced an increase in its annual production rate and committed to hire over 100 employees. As of October 31, 2018, the Company had 452 Connecticut employees. The Company cannot currently predict whether it will meet its target of employing 703 Connecticut employees by October 2019 or whether the time period for meeting this target will be extended. If the Company does not meet this target in the required time period, principal under the promissory note will be paid at an annual rate of $14.0 thousand for each employee under the 703 employee target. In 2015, the Company entered into the first of a series of agreements with PNC, whereby the Company’s project finance subsidiaries entered into sale-leaseback agreements for commissioned projects where we have entered into a PPA with the site host/end-user of produced power. Under the financing method of accounting for a sale-leaseback, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitute payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations. The outstanding financing obligation balance as of October 31, 2018 was $46.1 million and the decrease from the October 31, 2017 balance of $46.9 million includes lease payments offset by the recognition of interest expense. The Company has a long-term loan agreement with the Connecticut Green Bank, totaling $5.9 million in support of the Bridgeport Fuel Cell Park project. The loan agreement carries an interest rate of 5.0 percent per annum. Interest only payments commenced in January 2014 and principal payments will commence on the eighth anniversary of the project’s provisional acceptance date, which is December 20, 2021, payable in forty-eight equal monthly installments. Outstanding amounts are secured by future cash flows from the Bridgeport Fuel Cell Park service agreement. The Company has a loan agreement with the Connecticut Development Authority that was used to finance equipment purchases associated with our prior manufacturing capacity expansion. The interest rate is 5.0 percent per annum and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. The original repayment terms required monthly interest and principal payments through May 2018. However, the repayment terms for the loan agreement with the Connecticut Development Authority were modified in April 2018, such that the remaining balance and interest will be paid on a monthly basis through December 2018. In November 2016, we assumed debt with Webster Bank in the amount of $2.3 million as a part of an asset acquisition transaction. The term loan interest rate is 5.0 percent per annum and payments, which commenced in January 2017, are due on a quarterly basis. The balance outstanding as of October 31, 2018 and 2017 was $1.1 million and $1.7 million, respectively. The Company leases computer equipment under master lease agreements. Lease payment terms are generally thirty-six months from the date of acceptance for leased equipment. Direct deferred finance costs relate primarily to sale-leaseback transactions entered into with PNC which are being amortized over the ten-year term and direct deferred finance costs relating to the Hercules Agreement, as amended, which is being amortized over the 30 month life of the loan. In July 2014, the Company, through its wholly-owned subsidiary, FuelCell Finance, entered into a Loan Agreement with NRG (the “Loan Agreement”). Pursuant to the Loan Agreement, NRG has extended a $40.0 million Loan Facility to FuelCell Finance for the purpose of accelerating project development by the Company and its subsidiaries. Under the Loan Agreement, FuelCell Finance and its subsidiaries were permitted to draw on the Loan Facility to finance the construction of projects through the commercial operating date of the power plants. Additionally, FuelCell Finance had the option to continue the financing term for each project after the commercial operating date for a minimum term of five years per project. The interest rate is 8.5 percent per annum for construction-period financing and 8.0 percent per annum thereafter. Fees that were paid by FuelCell Finance to NRG for making the Loan Facility available and related legal fees incurred were capitalized and are being amortized straight-line over the life of the related Loan Agreement, which is five years. The term of the loans are up to five years but may be repaid early should the projects be sold or refinanced at the option of the Company. There were no drawdowns or outstanding balances on the Loan Agreement as of October 31, 2018 and 2017. The Loan Facility expires on March 31, 2019, therefore, any draws under the facility would be considered short-term debt. Refer to Note 22, Subsequent Events, for information on a drawdown subsequent to October 31, 2018. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 13. Stockholders’ Equity Authorized Common Stock On December 14, 2017, the number of authorized shares of the Company’s common stock was increased from 125,000,000 to 225,000,000, by a vote of the holders of a majority of the outstanding shares of the Company’s common stock. In April 2017, the number of authorized shares of the Company's common stock was increased from 75,000,000 to 125,000,000, by vote of the holders of a majority of the outstanding shares of the Company's common stock. At Market Issuance Sales Agreement and Other Common Stock Sales On June 13, 2018, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR, Inc. and Oppenheimer & Co. Inc. (together, the “Agents”) to create an at the market equity program under which the Company from time to time may offer and sell shares of its common stock having an aggregate offering price of up to $50,000,000 through the Agents. Under the Sales Agreement, the Agent making the sales is entitled to a commission in an amount equal to 3.0% of the gross proceeds from such sales. During the year ended October 31, 2018, the Company sold 5.7 million shares of the Company’s common stock at prevailing market prices under the Sales Agreement and received gross proceeds of $8.0 million and paid $0.9 million of fees and commissions. During the years ended October 31, 2017 and 2016, the Company sold 7.2 million shares and 6.0 million shares, respectively, of the Company's common stock at prevailing market prices through periodic offerings/sales on the open market and raised approximately $12.6 million and $36.1 million, net of aggregate selling commissions of $0.1 million and $0.1 million, respectively. Public Offerings and Outstanding Warrants On May 3, 2017, the Company completed an underwritten public offering of (i) 12,000,000 shares of its common stock, (ii) Series C warrants to purchase 12,000,000 shares of its common stock and (iii) Series D warrants to purchase 12,000,000 shares of its common stock, for gross proceeds of approximately $15.4 million, at a public offering price of $1.28 per share and accompanying warrants. Total net proceeds to the Company were approximately $13.9 million. The Series C warrants have an exercise price of $1.60 per share and a term of five years. A total of 11,536 shares of common stock were issued during fiscal year 2018 upon the exercise of Series C warrants and the Company received total proceeds of $0.02 million. The Series D warrants had an exercise price of $1.28 per share and a term of one year. A total of 2,584,174 shares of common stock were issued during fiscal year 2018 upon the exercise of Series D warrants and the Company received total proceeds of $3.3 million. As of October 31, 2018, all Series D warrants have been exercised. On July 12, 2016, the Company closed on a registered public offering of securities to a single institutional investor pursuant to a placement agent agreement with J.P. Morgan Securities LLC. In conjunction with the offering the Company issued 7,680,000 Series A Warrants, all of which remained outstanding as of October 31, 2018, at an exercise price of $5.83 per share. They are initially exercisable beginning on the date that is six months and one day after the issue date and will expire on the fifth anniversary of the initial exercisability date. The Company also issued 4,926,000 prefunded Series B Warrants which were immediately exercisable. They had an exercise price of $0.0001 per share and were to expire on the fifth anniversary of the issue date. There were 3,826,000 prefunded Series B Warrants outstanding as of October 31, 2016, all of which were exercised during the year ended October 31, 2017. The following table outlines the warrant activity during the year ended October 31, 2018: Series A Warrants Series C Warrants Series D Warrants Balance as of October 31, 2017 7,680,000 11,580,900 2,584,174 Warrants exercised — (11,536 ) (2,584,174 ) Warrants expired — — — Balance as of October 31, 2018 7,680,000 11,569,364 — Nasdaq Marketplace Rule 5635(d) On December 14, 2017, in accordance with Nasdaq Marketplace Rule 5635(d), the Company’s common stockholders approved the issuance of shares of the Company’s common stock exceeding 19.9% of the number of shares outstanding on September 5, 2017, upon the conversion and/or redemption of the Series C Convertible Preferred Stock issued in an underwritten offering in September 2017. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Oct. 31, 2018 | |
Preferred Stock [Abstract] | |
Redeemable Preferred Stock | Note 14. Redeemable Preferred Stock The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series, of which shares to date have been issued and designated as Series D Convertible Preferred Stock (referred to herein as Series D Preferred Stock), Series C Convertible Preferred Stock (referred to herein as Series C Preferred Stock) and 5% Series B Cumulative Convertible Perpetual Preferred Stock (referred to herein as Series B Preferred Stock). Series D Preferred Stock On August 27, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to an underwritten offering (the “Offering”) of the Company’s Series D Preferred Stock with a par value of $0.01 per share. Subject to the terms and conditions contained in the Underwriting Agreement, the Underwriter agreed to purchase, and the Company agreed to sell, 30,680 Series D Preferred Shares, initially convertible into 22,231,884 shares of the Company’s common stock (without regard to any limitation on conversion set forth in the Series D Certificate of Designation) at an initial conversion price of $1.38 per share (“Series D Conversion Price”), subject to certain adjustments. The Offering closed on August 29, 2018. The net proceeds to the Company from the sale of the Series D Preferred Stock, after deducting the underwriting discounts and commissions and the offering expenses payable by the Company, were approximately $25.3 million. In conjunction with the closing of the Offering, on August 29, 2018, the Company filed the Series D Certificate of Designation with the Secretary of State of the State of Delaware, designating 30,680 shares of the Company’s preferred stock as Series D Convertible Preferred Stock and establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series D Preferred Stock, as described below. Based on review of pertinent accounting literature including Accounting Standards Codification (“ASC”) 470 – Debt - Distinguishing Liabilities from Equity Derivative and Hedging A description of certain terms and provisions of the Series D Preferred Shares is as follows: Conversion Right. The Series D Preferred Shares are convertible into shares of the Company’s common stock, subject to the requirements of Nasdaq Listing Rule 5635(d), and the beneficial ownership limitation provided in the Series D Certificate of Designation, at a conversion price equal to $1.38 per share of common stock, subject to adjustment as provided in the Series D Certificate of Designation, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at prices below $1.38 per share, in certain types of transactions. The Series D Conversion Price is subject to adjustment under certain circumstances in accordance with the Series D Certificate of Designation, including the following: • The conversion price may be proportionately reduced in the event of a subdivision of the Company’s common stock into a greater number of shares or proportionately increased in the event of a combination of the Company’s common stock into a smaller number of shares. • In the event that the Company in any manner issues or sells or enters into any agreement to issue or sell Variable Price Securities (as defined in the Series D Certificate of Designation), which generally includes any common stock, options or convertible securities that are issuable at a price which varies or may vary with the market price of the shares of common stock, including by way of one or more reset(s) to a fixed price, but excluding customary anti-dilution provisions (each of the formulations for such variable price being referred to as, the “Variable Price”), each holder of Series D Preferred Shares will have the right (in its sole discretion) to substitute the Variable Price for the Conversion Price upon conversion of the Series D Preferred Shares. Sales of common stock pursuant to the Company’s At Market Issuance Sales Agreement with B. Riley FBR, Inc. and Oppenheimer & Co., Inc. will be deemed Variable Price Securities with a Variable Price equal to the lowest price per share at which common stock is sold pursuant to that agreement. Under the Series D Certificate of Designation, the term “options” means any rights, warrants or options to subscribe for or purchase shares of common stock or convertible securities, and the term “convertible securities” means any stock or other security (other than options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of common stock. • At any time any Series D Preferred Shares remain outstanding, the Company may reduce the then current conversion price to any amount for any period of time deemed appropriate by the Company’s board of directors. Conversion Upon a Triggering Event. Subject to the requirements of Nasdaq Listing Rule 5635(d), and the beneficial ownership limitations provided in the Series D Certificate of Designation, in the event of a triggering event (as defined in the Series D Certificate of Designation and summarized below), the Series D Preferred Shares are convertible into shares of common stock at a conversion price equal to the lower of the Series D Conversion Price in effect on the Trading Day (as such term is defined in the Series D Certificate of Designation) immediately preceding the delivery of the conversion notice and 85% of the lowest VWAP of the common stock on any of the five consecutive Trading Days ending on the Trading Day immediately prior to delivery of the applicable conversion notice. This conversion right commences on the date of the triggering event and ends on the later of (i) the date the triggering event is cured and (ii) ten Trading Days after the Company delivers notice of the triggering event. A triggering event (as defined in the Series D Certificate of Designation) includes, without limitation: • any failure to pay any amounts due to the holders of the Series D Preferred Shares; • the Company’s failure to timely deliver shares; • the suspension of the Company’s common stock from trading or failure to be trading or listed on The Nasdaq Global Market, without obtaining a listing on another national securities exchange, for a period of five consecutive Trading Days; • subject to limited exceptions, the Company’s failure to keep reserved for issuance 150% of the number of shares of common stock issuable upon conversion of the outstanding Series D Preferred Shares; • certain bankruptcy events; and • breaches of certain covenants that are not timely cured, where a cure period is permitted. Redemption. On December 1, 2018, and on the sixteenth day and first day of each calendar month thereafter until March 1, 2020, subject to extension in certain circumstances (the “Series D Maturity Date”), inclusive, the Company will redeem the stated value of Series D Preferred Stock in thirty-one equal installments of approximately $989,677 (each bimonthly amount, a “Series D Installment Amount” and the date of each such payment, a “Series D Installment Date”). The holders will have the ability to defer installment payments, but not beyond the Series D Maturity Date. In addition, during each period commencing on the 11th trading day prior to a Series D Installment Date and prior to the immediately subsequent Series D Installment Date, the holders may elect to accelerate the conversion of Series D Preferred Shares at then applicable installment conversion price, provided that the holders may not elect to effect any such acceleration during such installment period if either (a) in the aggregate, all the accelerations in such installment period exceed the sum of three other Series D Installment Amounts, or (b) the number of Series D Preferred Shares subject to prior accelerations exceeds in the aggregate twelve Series D Installment Amounts. Subject to the requirements of Nasdaq Listing Rule 5635(d) and certain other equity conditions set forth in the Series D Certificate of Designation, the Company may elect to pay the Series D Installment Amounts in cash or shares of common stock or in a combination of cash and shares of common stock. Series D Installment Amounts paid in shares will be that number of shares of common stock equal to (a) the applicable Series D Installment Amount, to be paid in common stock divided by (b) the lesser of (i) the then existing conversion price, (ii) 87.5% of the volume weighted average price (“VWAP”) of the common stock on the Trading Day immediately prior to the applicable Series D Installment Date, and (iii) 87.5% of the arithmetic average of the two lowest VWAPs of the common stock during the ten consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable Series D Installment Date as applicable, provided that the Company meets standard equity conditions. The Company shall make such election no later than the eleventh Trading Day immediately prior to the applicable Series D Installment Date. If the Company elects or is required to pay a Series D Installment Amount in whole or in part in cash, the amount paid will be equal to 108% of the applicable Series D Installment Amount. Redemption Upon a Triggering Event. In the event of a triggering event (as defined in the Series D Certificate of Designation and summarized above), the holders of Series D Preferred Shares may require the Company to redeem such Series D Preferred Shares in cash at a price equal to the greater of (a) 125% of the stated value of the Series D Preferred Shares being redeemed plus accrued dividends, if any, and (b) the market value of the number of shares issuable on conversion of the Series D Preferred Shares, valued at the greatest closing sales price during the period from the date immediately before the triggering event through the date the Company makes the redemption payment. Redemption Upon a Change of Control. In the event of a change of control, as defined in the Series D Certificate of Designation, the holders of Series D Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125%, (b) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the greatest closing sale price of the common stock on any Trading Day during the period commencing immediately preceding the earlier to occur of (1) the consummation of the applicable change of control and (2) the public announcement of such change of control and ending on the date such holder delivers the change of control redemption notice, by (B) the conversion price then in effect and (c) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the aggregate value of the cash and non-cash consideration per share of common stock being paid to holders of common stock in the change of control transaction by (B) the conversion price then in effect. Redemptions of the Series D Preferred Shares required under the Series D Certificate of Designation in connection with a change of control will have priority over payments to all other stockholders of the Company in connection with such change of control. Dividends. Each holder of Series D Preferred Shares shall be entitled to receive dividends (a) if no triggering event, as defined in the Series D Certificate of Designation, has occurred and is continuing when and as declared by the Company’s board of directors, in its sole and absolute discretion or (b) if a triggering event has occurred and until such triggering event has been cured, a dividend of 15% per annum based on the holder’s outstanding number of Series D Preferred Shares multiplied by the stated value. The holders of Series D Preferred Shares also have the right to participate in any dividend or other distribution made to holders of common stock to the same extent as if they had converted their Series D Preferred Shares. Liquidation Preference. In the event of the liquidation, dissolution, or winding up of the Company, prior to distribution to holders of securities ranking junior to the Series D Preferred Stock, holders of Series D Preferred Shares will be entitled to receive the amount of cash, securities or other property equal to the greater of (a) the stated value thereof on the date of such payment plus accrued dividends, if any and (b) the amount per share such holder would receive if such holder converted such Series D Preferred Shares into common stock immediately prior to the date of such payment. Ranking. Shares of Series D Preferred Stock rank with respect to dividend rights and rights upon the liquidation, winding up or dissolution of the Company: • senior to shares of the Company’s common stock; • junior to the Company’s debt obligations; • junior to the Company’s outstanding Series B Preferred Stock; • pari passu to the Company’s outstanding Series C Preferred Stock; and • effectively junior to the Company’s subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. Limited Voting Rights . The holders of Series D Preferred Shares have no voting rights, except as required by law; provided, however, that any amendment to the Company’s certificate of incorporation or bylaws or the Series D Certificate of Designation that adversely affects the powers, preferences and rights of the Series D Preferred Stock requires the approval of the holders of a majority of the Series D Preferred Shares then outstanding. Participation Rights. Until August 29, 2019, the holders of the Series D Preferred Shares have the right to receive notice of and to participate in any offering, issuance or sale of equity or equity-equivalent securities by the Company or its subsidiaries, other than issuances under certain employee benefit plans, upon the conversion of certain options or other convertible securities, or pursuant to certain acquisitions or strategic transactions. Pursuant to such participation rights, the Company must offer to issue and sell to such holders at least 35% of the offered securities. Nasdaq Marketplace Rule 5635(d). Pursuant to the requirements of Nasdaq Listing Rule 5635(d), the Series D Preferred Shares may not be converted or redeemed by payment of shares of the Company’s common stock if such conversion or redemption would cause the Company to issue a number of shares equal to 20% or more of the Company’s outstanding voting stock as of the date of the issuance of the Series D Preferred Shares, until the Company’s stockholders approve such issuance. The Company has agreed to file a proxy statement with the SEC for the purpose of having the Company’s stockholders vote on a proposal to approve such issuances and further agreed to hold such stockholders’ meeting by no later than April 30, 2019. Series C Preferred Stock The Company issued an aggregate of 33,500 shares of its Series C Preferred Stock, $0.01 par value and $1,000 stated value per share, during the fiscal year ended October 31, 2017 for net proceeds of $27.9 million. Each share of Series C Preferred Stock was sold at a price of $895.52 for gross proceeds of approximately $30.0 million. As of October 31, 2018 and 2017, there were 8,992 shares and 33,300 shares of Series C Preferred Stock issued and outstanding, respectively, with a carrying value of $7.5 million and $27.7 million, respectively. During the fiscal year ended October 31, 2018, holders of the Series C Preferred Stock converted 24,308 Series C Preferred Shares into common shares through installment conversions resulting in a reduction of $20.2 million to the carrying value being recorded to equity. Installment conversions occurring prior to August 27, 2018 in which the conversion price was below the initial conversion price of per share In order to resolve different interpretations of the provisions of the Series C Certificate of Designations that govern adjustments to the conversion price in connection with sales of common stock under the Company’s at-the-market sales plan below the fixed conversion price and whether such sales constitute sales of variable priced securities under the Series C Certificate of Designations, the Company’s board of directors agreed to reduce the conversion price of the Series C Preferred Shares from $1.84 to $1.50 effective August 27, 2018 in exchange for a waiver of certain anti-dilution and price adjustment rights under the Series C Certificate of Designations for future at-the-market sales. nstallment conversions occurring between August 27, 2018 and October 31, 2018 in which the installment conversion price was below the adjusted conversion price of $1.50 per share The deemed dividend represents the difference between the fair value of the common shares issued to settle the installment amounts and the carrying value of the Series C Preferred Shares. Based on review of pertinent accounting literature including Accounting Standards Codification (“ASC”) 470 – Debt - Distinguishing Liabilities from Equity Derivative and Hedging A summary of certain terms of the Series C Preferred Stock follows. Conversion Rights. As of October 31, 2018, the Series C Preferred Shares were convertible into shares of common stock subject to the beneficial ownership limitations provided in the Series C Certificate of Designations, at a conversion price equal to $1.50 per share. The conversion price is subject to adjustment as provided in the Series C Certificate of Designations, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at variable prices below the conversion price then in effect. In the event of a triggering event, as defined in the Series C Certificate of Designations, the Series C Preferred Shares are convertible into shares of common stock at a conversion price equal to the lower of the conversion price then in effect and 85% of the lowest VWAP of the common stock of the five trading days immediately prior to delivery of the applicable conversion notice. The holders will be prohibited from converting Series C Preferred Shares into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 8.99% of the total number of shares of common stock then issued and outstanding. Each holder has the right to increase its maximum percentage up to 9.99% upon 60 days’ notice to the Company. Installment Payments. On November 1, 2017 and on the sixteenth day and first day of each calendar month thereafter until March 1, 2019, subject to extension in certain circumstances (the “Series C Maturity Date”), inclusive, the Company will redeem the stated value of Series C Preferred Shares in thirty-three equal installments of approximately $1.0 million (each bimonthly amount, a “Series C Installment Amount” and the date of each such payment, a “Series C Installment Date”). The holders will have the ability to defer installment payments, but not beyond the Series C Maturity Date. In addition, during each period commencing on the 11th trading day prior to a Series C Installment Date and prior to the immediately subsequent Series C Installment Date, the holders may elect to accelerate the conversion of Series C Preferred Shares at the then applicable installment conversion price, provided that the holders may not elect to effect any such acceleration during such installment period if either (a) in the aggregate, all the accelerations in such installment period exceed the sum of three other Series C Installment Amounts, or (b) the number of Series C Preferred Shares subject to prior accelerations exceeds in the aggregate twelve Series C Installment Amounts. Subject to certain conditions as provided in the Series C Certificate of Designations, the Company may elect to pay the Series C Installment Amounts in cash or shares of common stock or in a combination of cash and shares of common stock. Series C Installment Amounts paid in shares will be that number of shares of common stock equal to (a) the applicable Series C Installment Amount, to be paid in common stock divided by (b) the least of (i) the then existing conversion price, (ii) 87.5% of the VWAP of the common stock on the trading day immediately prior to the applicable Series C Installment Date, and (iii) 87.5% of the arithmetic average of the two lowest VWAPs of the common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the applicable Series C Installment Date as applicable, provided that the Company meets standard equity conditions. The Company shall make such election no later than the eleventh trading day immediately prior to the applicable Series C Installment Date. If the Company elects or is required to pay a Series C Installment Amount in whole or in part in cash, the amount paid will be equal to 108% of the applicable Series C Installment Amount. Dividends. Each holder of the Series C Preferred Shares shall be entitled to receive dividends (a) if no triggering event, as defined in the Series C Certificate of Designations, has occurred and is continuing when and as declared by the Company’s board of directors, in its sole and absolute discretion or (b) if a triggering event has occurred and until such triggering event has been cured, a dividend of 15% per annum based on the holder’s outstanding number of Series C Preferred Shares multiplied by the stated value. There were no triggering events or dividends declared in fiscal years 2017 or 2018. Redemption. In the event of a triggering event, as defined in the Series C Certificate of Designations, the holders of the Series C Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125% and (b) the product of (i) the conversion rate with respect to the conversion amount in effect at such time as such holder delivers a triggering event redemption notice multiplied by (ii) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire payment required. Liquidation. In the event of the Company’s liquidation, dissolution, or winding up, prior to distribution to holders of securities ranking junior to the Series C Preferred Shares, holders of Series C Preferred Shares will be entitled to receive the amount of cash, securities or other property equal to the greater of (a) the stated value thereof on the date of such payment plus accrued dividends, if any and (b) the amount per share such holder would receive if such holder converted such Series C Preferred Shares into common stock immediately prior to the date of such payment. Ranking and Voting Rights. Shares of Series C Preferred Stock rank with respect to dividend rights and rights upon the Company’s liquidation, winding up or dissolution: • senior to shares of the Company’s common stock; • junior to the Company’s debt obligations; • junior to the Company’s outstanding Series B Preferred Stock; • pari passu to the Company’s outstanding Series D Preferred Stock (which was issued on August 29, 2018); and • effectively junior to the Company’s subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. The holders of the Series C Preferred Shares have no voting rights, except as required by law, provided, however, that any amendment to the Company’s certificate of incorporation or bylaws or the Series C Certificate of Designations that adversely affects the powers, preferences and rights of the Series C Preferred Shares requires the approval of the holders of a majority of the Series C Preferred Shares then outstanding. Redeemable Series B Preferred Stock The Company has 105,875 shares of Series B Preferred Stock (Liquidation Preference $1,000.00 per share) authorized for issuance. As of October 31, 2018 and 2017, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. The shares of Series B Preferred Stock and the shares of common stock issuable upon conversion of the shares of Series B Preferred Stock are covered by a registration rights agreement. The following is a summary of certain provisions of the Series B Preferred Stock. • Ranking — Shares of Series B Preferred Stock rank with respect to dividend rights and rights upon the Company’s liquidation, winding up or dissolution: • senior to shares of the Company’s common stock; • senior to shares of the Company’s Series C Preferred Stock; • senior to shares of the Company’s Series D Preferred Stock; • junior to the Company’s debt obligations; and • effectively junior to the Company’s subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. • Dividends - The Series B Preferred Stock pays cumulative annual dividends of $50.00 per share which are payable quarterly in arrears on February 15, May 15, August 15 and November 15. Dividends accumulate and are cumulative from the date of original issuance. Unpaid accumulated dividends do not bear interest. The dividend rate is subject to upward adjustment as set forth in the Series B Certificate of Designation if the Company fails to pay, or to set apart funds to pay, any quarterly dividend on the Series B Preferred Stock. The dividend rate is also subject to upward adjustment as set forth in the Registration Rights Agreement entered into with the initial purchasers of the Series B Preferred Stock (the “Registration Rights Agreement”) if the Company fails to satisfy its registration obligations with respect to the Series B Preferred Stock (or the underlying common shares) under the Registration Rights Agreement. No dividends or other distributions may be paid or set apart for payment on the Company’s The dividend on the Series B Preferred Stock may be paid in cash; or at the option of the holder, in shares of the Company’s common stock, which will be registered pursuant to a registration statement to allow for the immediate sale of these common shares in the public market. Dividends of $3.2 million were paid in cash in each of the years ended October 31, 2018, 2017 and 2016. There were no cumulative unpaid dividends as of October 31, 2018 and 2017. • Liquidation - The holders of Series B Preferred Stock are entitled to receive, in the event that the Company is liquidated, dissolved or wound up, whether voluntary or involuntary, $1,000.00 per share plus all accumulated and unpaid dividends to the date of that liquidation, dissolution, or winding up (“Liquidation Preference”). Until the holders of Series B Preferred Stock receive their Liquidation Preference in full, no payment will be made on any junior shares, including shares of the Company’s common stock. After the Liquidation Preference is paid in full, holders of the Series B Preferred Stock will not be entitled to receive any further distribution of the Company’s assets. As of October 31, 2018 and 2017, the Series B Preferred Stock had a Liquidation Preference of $64.0 million. • Conversion Rights - Each share of Series B Preferred Stock may be converted at any time, at the option of the holder, into 7.0922 shares of the Company’s common stock (which is equivalent to an initial conversion price of $141.00 per share) plus cash in lieu of fractional shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as described in the Series B Certificate of Designation. The conversion rate is not adjusted for accumulated and unpaid dividends. If converted, holders of Series B Preferred Stock do not receive a cash payment for all accumulated and unpaid dividends; rather, all accumulated and unpaid dividends are canceled. The Company may, at its option, cause shares of Series B Preferred Stock to be automatically converted into that number of shares of common stock that are issuable at the then prevailing conversion rate. The Company may exercise its conversion right only if the closing price of its common stock exceeds 150% of the then prevailing conversion price ($141.00 per share as of October 31, 2018) for 20 trading days during any consecutive 30 trading day period, as described in the Series B Certificate of Designation. If holders of Series B Preferred Stock elect to convert their shares in connection with certain fundamental changes, as defined in the Series B Certificate of Designation, the Company will in certain circumstances increase the conversion rate by a number of additional shares of common stock upon conversion or, in lieu thereof, the Company may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that shares of Series B Preferred Stock are converted into shares of the acquiring or surviving company, in each case as described in the Series B Certificate of Designation. The adjustment of the conversion price is to prevent dilution of the interests of the holders of the Series B Preferred Stock from certain dilutive transactions with holders of common stock. • Redemption — The Company does not have the option to redeem the shares of Series B Preferred Stock. However, holders of the Series B Preferred Stock can require the Company to redeem all or part of their shares at a redemption price equal to the Liquidation Preference of the shares to be redeemed in the case of a “fundamental change”, (as described in the Series B Certificate of Designation). A fundamental change will be deemed to have occurred if any of the following occurs: • any “person” or “group” is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of all classes of the Company’s capital stock then outstanding and normally entitled to vote in the election of directors; • during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (together with any new directors whose election by the Company’s board of directors or whose nomination for election by the stockholders was approved by a vote of two-thirds of the Company’s directors then still in office who were either directors at the beginning of such period or whose election of nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; • the termination of trading of the Company’s common stock on The Nasdaq Stock Market and such shares are not approved for trading or quoted on any other U.S. securities exchange; or • the Company consolidates with or merges with or into another person or another person merges with or into the Company or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s assets and certain of its subsidiaries, taken as a whole, to another person and, in the case of any such merger or consolidation, the Company’s securities that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Company’s voting stock are changed into or exchanged for cash, securities or property, unless pursuant to the transaction such securities are changed into securities of the surviving person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the voting stock of the surviving person. Notwithstanding the foregoing, holders of shares of Series B Preferred Stock will not have the right to require the Company to redeem their shares if: • the last reported sale price of shares of the Company’s common stock for any five trading days within the 10 consecutive trading days ending immediately before the later of the fundamental change or its announcement equaled or exceeded 105% of the conversion price of the shares of Series B Preferred Stock immediately before the fundamental change or announcement; • at least 90% of the consideration (excluding cash payments for fractional shares) and, in respect of dissenters’ appraisal rights, if the transaction constituting the fundamental change consists of shares of capital stock traded on a U.S. national securities exchange, or which will be so traded or quoted when issued or exchanged in conn |
Segment Information
Segment Information | 12 Months Ended |
Oct. 31, 2018 | |
Segment Information [Abstract] | |
Segment Information | Note 15. Segment Information We are engaged in the development, design, production, construction and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. The chief operating decision maker does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if it operated as a standalone business segment, we have identified one business segment: fuel cell power plant production and research. Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2018, 2017 and 2016 were as follows (in thousands): 2018 2017 2016 United States $ 50,953 $ 47,539 $ 48,697 South Korea 36,279 44,217 52,007 England 387 368 277 Germany 1,795 2,740 7,147 Canada 23 729 124 Spain — 73 — Total $ 89,437 $ 95,666 $ 108,252 Service agreement revenue which is included within Service agreements and license revenues on the consolidated statement of operations was $13.5 million, $24.4 million and $26.6 million, for the years ended October 31, 2018, 2017 and 2016, respectively. Long-lived assets located outside of the United States as of October 31, 2018 and 2017 are not significant individually or in the aggregate. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Oct. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Benefit Plans | Note 16. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Section 423 Stock Purchase Plan (the “ESPP”) and an employee tax-deferred savings plan, which are described in more detail below. 2018 Omnibus Incentive Plan The Company’s 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders, which was held on April 5, 2018. The 2018 Incentive Plan provides that a total of 4.0 million shares of the Company’s common stock may be issued thereunder. The 2018 Incentive Plan authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance units and incentive awards to key employees, directors, consultants and advisors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. As of October 31, 2018, there were 1.4 million shares available for grant. Other Equity Incentive Plans The Company has a 2010 Equity Incentive Plan. In April 2017, the number of shares of common stock reserved for issuance under the 2010 Equity Incentive Plan was increased to 4.5 million shares. Under the 2010 Equity Incentive Plan, the Board was authorized to grant incentive stock options, nonstatutory stock options, SARs, RSAs, RSUs, performance units, performance shares, dividend equivalent rights and other stock based awards to our officers, key employees and non-employee directors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. The Company also has an international award program to provide RSUs for the benefit of certain employees outside the United States. At October 31, 2018, equity awards outstanding under the 2010 Equity Incentive Plan consisted of incentive stock options, nonstatutory stock options, RSAs and RSUs. The Company's 1998, 2006 and 2010 Equity Incentive Plans remain in effect only to the extent of awards outstanding under the plan as of October 31, 2018. Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands): 2018 2017 2016 Cost of revenues $ 543 $ 1,050 $ 745 General and administrative expense 2,256 2,721 2,110 Research and development expense 355 679 504 $ 3,154 $ 4,450 $ 3,359 Stock Options We account for stock options awarded to non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: 2018 2017 2016 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 2.8 % 2.2 % 1.5 % Volatility 72.7 % 79.5 % 80.1 % Dividend yield — % — % — % The expected life is the period over which our non-employee directors are expected to hold the options and is based on historical data for similar grants. The risk free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected volatility is based on the historical volatility of our stock. Dividend yield is based on our expected dividend payments over the expected life. The following table summarizes our stock option activity for the year ended October 31, 2018: Weighted- Average Option Options Shares Price Outstanding as of October 31, 2017 309,950 $ 23.81 Granted 54,503 $ 1.78 Canceled (40,967 ) $ 100.85 Outstanding as of October 31, 2018 323,486 $ 10.34 The weighted average grant-date fair value per share for options granted during the years ended October 31, 2018, 2017 and 2016 was $1.78, $1.50 and $6.44, respectively. There were no options exercised in fiscal years 2018, 2017 or 2016. The following table summarizes information about stock options outstanding and exercisable as of October 31, 2018: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 — $3.23 158,322 8.8 $ 1.60 103,819 $ 1.50 $3.24 — $61.20 165,164 4.1 $ 18.72 163,500 $ 18.79 323,486 6.4 $ 10.34 267,319 $ 12.07 There was no intrinsic value for options outstanding and exercisable at October 31, 2018. Restricted Stock Awards and Units The following table summarizes our RSA and RSU activity for the year ended October 31, 2018: Weighted- Average Restricted Stock Awards and Units Shares Fair Value Outstanding as of October 31, 2017 3,008,686 2.52 Granted 2,545,715 1.75 Vested (925,662 ) 2.80 Forfeited (258,164 ) 2.19 Outstanding as of October 31, 2018 4,370,575 2.03 RSA and RSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally over 3 or 4 years. As of October 31, 2018, the 4.4 million outstanding RSAs and RSUs had an average remaining life of 1.4 years and an aggregate intrinsic value of $3.7 million. As of October 31, 2018, total unrecognized compensation cost related to RSAs including RSUs was $6.2 million which is expected to be recognized over the next 2.0 years on a weighted-average basis. Stock Awards During the years ended October 31, 2018, 2017 and 2016, we awarded 158,708, 86,001 and 24,379 shares, respectively, of fully vested, unrestricted common stock to the independent members of our board of directors as a component of board of director compensation which resulted in recognizing $0.3 million, $0.1 million and $0.2 million of expense for each of the respective years. Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. The adoption of the ESPP allows the Company to provide eligible employees of FuelCell Energy, Inc. and of certain designated subsidiaries with the opportunity to voluntarily participate in the ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase. The maximum number of the Company’s shares of common stock that may be issued under the ESPP is 500,000 shares. The previous Employee Stock Purchase Plan was suspended as of May 1, 2017 because we did not have sufficient shares of common stock available for issuance. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 years after the date of purchase. There was no ESPP activity for the year ended October 31, 2018. The fair value of shares issued under the previous Employee Stock Purchase Plan was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended October 31, 2017 and 2016: 2017 2016 Expected life (in years) 0.5 0.5 Risk free interest rate 0.46 % 0.30 % Volatility 75.0 % 37.0 % Dividends yield —% —% The weighted-average fair value of shares issued under the previous Employee Stock Purchase Plan during fiscal year 2017 and 2016 was $1.76 and $6.86 per share, respectively. Employee Tax-Deferred Savings Plans We offer a 401(k) plan (the “Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Employee contributions are fully vested when made. Under the Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the Plan aggregated $0.5 million, $0.5 million and $0.6 million for the years ended October 31, 2018, 2017, and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes The components of loss before income taxes for the years ended October 31, 2018, 2017, and 2016 were as follows (in thousands): 2018 2017 2016 U.S. $ (47,314 ) $ (49,723 ) $ (46,708 ) Foreign (3,035 ) (4,136 ) (3,981 ) Loss before income taxes $ (50,349 ) $ (53,859 ) $ (50,689 ) The Company recorded an income tax benefit totaling $3.0 million for the year ended October 31, 2018 compared to income tax expense of $0.04 million and $0.5 million for the years ended October 31, 2017 and 2016, respectively. The income tax benefit for the year ended October 31, 2018 primarily related to the Tax Cuts and Jobs Act (the “Act”) that was enacted on December 22, 2017. The Act reduced the U.S. federal corporate tax rate from 34% to 21% effective January 1, 2018 which resulted in a deferred tax benefit of $1.0 million primarily related to a reduction of the Company’s deferred tax liability for in process research and development (“IPR&D”). The Act also established an unlimited carryforward period for the net operating loss (“NOL”) the Company generated in fiscal year 2018. This provision of the Act resulted in a reduction of the valuation allowance attributable to deferred tax assets at the enactment date by $2.0 million based on the indefinite life of the resulting NOL as well as the deferred tax liability for IPR&D. The current income tax expense for the years ended October 31, 2017 and 2016 related to foreign withholding taxes and income taxes in South Korea and there was no deferred federal income tax expense (benefit) for the years ended October 31, 2017 and 2016. Franchise tax expense, which is included in administrative and selling expenses, was $0.5 million, $0.5 million and $0.4 million for the years ended October 31, 2018, 2017 and 2016, respectively. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2018, 2017 and 2016 was as follows: 2018 2017 2016 Statutory federal income tax rate (23.2 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits 0.7 % (1.3 )% (0.2 )% Foreign withholding tax 0.0 % 0.1 % 1.1 % Net operating loss expiration and true-ups 4.6 % (4.6 )% 3.3 % Nondeductible expenditures 1.5 % 1.9 % 0.9 % Change in tax rates 201.6 % (0.8 )% (0.3 )% Other, net 0.0 % 0.6 % 0.2 % Valuation allowance (191.2 )% 38.2 % 30.1 % Effective income tax rate (6.0 )% 0.1 % 1.1 % Our deferred tax assets and liabilities consisted of the following at October 31, 2018 and 2017 (in thousands): 2018 2017 Deferred tax assets: Compensation and benefit accruals $ 7,767 $ 11,158 Bad debt and other allowances 426 605 Capital loss and tax credit carry-forwards 12,295 13,398 Net operating losses (domestic and foreign) 202,643 282,022 Deferred license revenue 4,765 7,850 Inventory valuation allowances 238 111 Accumulated depreciation 4,374 5,095 Grant revenue 910 1,522 Gross deferred tax assets: 233,418 321,761 Valuation allowance (231,403 ) (321,761 ) Deferred tax assets after valuation allowance 2,015 — Deferred tax liability: In process research and development (2,356 ) (3,377 ) Net deferred tax liability $ (341 ) $ (3,377 ) We continually evaluate our deferred tax assets as to whether it is “more likely than not” that the deferred tax assets will be realized. In assessing the realizability of our deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable, management believes that significant uncertainty exists surrounding the recoverability of the deferred tax assets. As a result, with the exception of the discussion above, we recorded a valuation allowance against our net deferred tax assets. None of the valuation allowance will reduce additional paid in capital upon subsequent recognition of any related tax benefits. As of October 31, 2018, we had federal and state NOL carryforwards of $799.9 million and $410.2 million, respectively. The federal NOL carryforwards expire in varying amounts from 2019 through 2037 while state NOL carryforwards expire in varying amounts from fiscal year 2019 through 2037. Federal NOLs generated in fiscal 2018 are not subject to expiration subsequent to the Act discussed above. Additionally, we had $8.3 million of state tax credits available that will expire from tax years 2019 to 2037. Certain transactions involving the Company’s beneficial ownership occurred in fiscal year 2014 and prior years, which could have resulted in a stock ownership change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended. We complete a detailed Section 382 ownership shift analysis on an annual basis to determine whether any of our NOL and credit carryovers will be subject to limitation. Based on that study, we determined that there was no ownership change as of the end of our fiscal year 2018 that impacts Section 382. The acquisition of Versa in fiscal year 2013 triggered a Section 382 ownership change at the level of Versa Power System which will limit the future usage of some of the federal and state NOLs that we acquired in that transaction. The federal and state NOLs that are non 382-limited are included in the NOL deferred tax assets as disclosed. As discussed in Note 1, the Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. The liability for unrecognized tax benefits as of October 31, 2018 and 2017 was $15.7 million. This amount is directly associated with a tax position taken in a year in which federal and state NOL carryforwards were generated. Accordingly, the amount of unrecognized tax benefit has been presented as a reduction in the reported amounts of our federal and state NOL carryforwards. It is our policy to record interest and penalties on unrecognized tax benefits as income taxes; however, because of our significant NOLs, no provision for interest or penalties has been recorded. We file income tax returns in the U.S. and certain states, primarily Connecticut and California, as well as income tax returns required internationally for South Korea and Germany. We are open to examination by the Internal Revenue Service and various states in which we file for fiscal year 2001 to the present. During the fiscal year ended October 31, 2018, the Company underwent an IRS examination for its fiscal year 2016 tax year which was closed without material adjustment. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 18. Earnings Per Share Basic earnings (loss) per common share (“EPS”) are generally calculated as income (loss) available to common stockholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income (loss) available to common stockholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The calculation of basic and diluted EPS for the years ended October 31, 2018, 2017 and 2016 was as follows (amounts in thousands, except share and per share amounts): 2018 2017 2016 Numerator Net loss $ (47,334 ) $ (53,903 ) $ (51,208 ) Net loss attributable to noncontrolling interest — — 251 Series B Preferred stock dividends (3,200 ) (3,200 ) (3,200 ) Series C Preferred stock deemed dividends (9,559 ) — — Series D Preferred stock redemption accretion (2,075 ) — — Net loss to common stockholders $ (62,168 ) $ (57,103 ) $ (54,157 ) Denominator Weighted average common shares outstanding - basic 82,754,268 49,914,904 29,773,700 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 82,754,268 49,914,904 29,773,700 Net loss to common stockholders per share - basic $ (0.75 ) $ (1.14 ) $ (1.82 ) Net loss to common stockholders per share - diluted (1) $ (0.75 ) $ (1.14 ) $ (1.82 ) (1) Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. As of October 31, 2018, 2017 and 2016, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October October 31, 2017 October 31, 2016 May 2017 Offering – Series C Warrants 11,569,364 11,580,900 — May 2017 Offering – Series D Warrants - 2,584,174 — July 2016 Offering - Series A Warrants 7,680,000 7,680,000 7,680,000 July 2016 Offering - Series B Warrants — — 3,826,000 July 2014 Offering - NRG Warrants — — 166,666 Outstanding options to purchase common stock 323,486 309,950 246,923 Unvested RSAs 1,119,433 1,898,692 915,831 Unvested RSUs 3,251,142 1,109,994 74,204 Series C Preferred Shares to satisfy conversion requirements (1) 5,994,667 18,097,826 — Series D Preferred Shares to satisfy conversion requirements (2) 22,231,884 — — 5% Series B Cumulative Convertible Preferred Stock (3) 454,043 454,043 454,043 Series 1 Preferred Shares to satisfy conversion requirements (3) 15,168 15,168 15,168 Total potentially dilutive securities 52,639,187 43,730,747 13,378,835 (1) The number of shares of common stock issuable upon conversion of the Series C Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $9.0 million divided by the reduced conversion price of $1.50 and the liquidation preference of $33.3 million divided by the conversion price of $1.84 as of October 31, 2017. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. (2) The number of shares of common stock issuable upon conversion of the Series D Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $30.7 million divided by the conversion price of $1.38. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. (3) Refer to Note 14, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Lease agreements As of October 31, 2018 and 2017, we had capital lease obligations of $0.3 million and $0.6 million, respectively. Lease payment terms are primarily thirty-six months from the date of lease. We also lease certain computer and office equipment and manufacturing facilities in Torrington and Danbury, Connecticut under operating leases expiring on various dates through 2030. Rent expense was $1.2 million, $1.6 million and $1.8 million for the years ended October 2018, 2017 and 2016, respectively. Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2018 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 841 $ 237 2020 570 83 2021 381 17 2022 378 4 2023 374 — Thereafter 3,004 — Total $ 5,548 $ 341 Service Agreements Under the provisions of our service agreements, we provide services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of our service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module(s). An estimate is not recorded for a potential performance guarantee liability until a performance issue has occurred at a particular power plant. At that point, the actual power plant’s output is compared against the minimum output guarantee and an accrual is recorded. The review of power plant performance is updated each reporting period to incorporate the most recent performance of the power plant and minimum output guarantee payments made to customers, if any. The Company has provided for an accrual for performance guarantees, based on actual fleet performance, which totaled $1.1 million and $2.2 million as of October 31, 2018 and 2017, respectively, and is recorded in “Accrued liabilities.” Our loss accrual on service agreements, excluding the accrual for performance guarantees, totaled $0.9 million and $1.1 million as of October 31, 2018 and 2017, respectively, and is recorded in “Accrued liabilities.” Our loss accrual estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations under each contract. The decrease primarily relates to module exchanges performed during the year ended October 31, 2018. Power Purchase Agreements Under the terms of our PPAs, customers agree to purchase power from our fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, we are responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, we are also responsible for procuring fuel, generally natural gas or biogas, to run the power plants. Assistance Agreement with the State of Connecticut On April 17, 2017, the Company entered into an amendment to the Assistance Agreement extending certain job creation target dates by two years to October 28, 2019. Under the Assistance Agreement, as amended, the Company targeted employment of 703 Connecticut employees by October 2019. In connection with this amendment to the Assistance Agreement, in July 2018, the Company announced an increase in its annual production rate and committed to hire over 100 employees. As of October 31, 2018, the Company had 452 Connecticut employees. The Company cannot currently predict whether it will meet its target of employing 703 Connecticut employees by October 2019 or whether the time period for meeting this target will be extended. If the Company does not meet this target in the required time period, principal under the promissory note will be paid at an annual rate of $14.0 thousand for each employee under the 703 employee target. Other At October 31, 2018, the Company has unconditional purchase commitments aggregating $64.0 million, for materials, supplies and services in the normal course of business. Under certain sales and financing agreements, the Company is contractually committed to provide compensation for any losses that our customers and finance partners may suffer in certain limited circumstances resulting from reductions in realization of the U.S. Investment Tax Credit. Such obligations would arise as a result of reductions to the value of the underlying fuel cell projects as assessed by the U.S. Internal Revenue Service (the “IRS”). The Company does not believe that any payments under these contracts are probable based on the facts known at the reporting date. The maximum potential future payments that the Company could have to make with respect to these obligations would depend on the difference between the fair values of the fuel cell projects sold or financed and the values the IRS would determine as the fair value for the systems for purposes of claiming the Investment Tax Credit. The value of the Investment Tax Credit in the Company’s agreements is based on guidelines provided by the regulations from the IRS. The Company and its customers use fair values determined with the assistance of independent third-party appraisals. We are involved in legal proceedings, claims and litigation arising out of the ordinary conduct of our business. Although we cannot assure the outcome, management presently believes that the result of such legal proceedings, either individually, or in the aggregate, will not have a material adverse effect on our consolidated financial statements, and no material amounts have been accrued in our consolidated financial statements with respect to these matters. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Oct. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 20. Supplemental Cash Flow Information The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2018 2017 2016 Cash interest paid $ 4,486 $ 2,715 $ 1,941 Income taxes paid 2 2 80 Noncash financing and investing activity: Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions — 50 105 Noncash reclass between inventory and project assets 10,793 7,282 — Assumption of debt in conjunction with asset acquisition — 2,289 — Acquisition of project assets — 2,386 — Series C Preferred stock conversions 20,220 — — Accrued sale of common stock, cash received in a subsequent period — — 357 Accrued purchase of fixed assets, cash paid in subsequent period 1,579 2,490 3,952 Accrued purchase of project assets, cash paid in subsequent period 3,115 2,380 1,797 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Oct. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (Unaudited) | Note 21. Quarterly Information (Unaudited) Selected unaudited financial data for each quarter of fiscal year 2018 and 2017 is presented below. We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. (in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Year ended October 31, 2018 Revenues $ 38,613 $ 20,830 $ 12,110 $ 17,884 89,437 Gross profit (loss) 4,635 (629 ) (2,056 ) 1,143 3,093 Loss on operations (5,553 ) (12,735 ) (14,474 ) (11,870 ) (44,632 ) Net loss (4,183 ) (13,174 ) (15,881 ) (14,096 ) (47,334 ) Series B Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Series C Preferred stock deemed dividends (3,463 ) (4,199 ) (939 ) (958 ) (9,559 ) Series D Preferred stock redemption accretion — — — (2,075 ) (2,075 ) Net loss to common stockholders (8,446 ) (18,173 ) (17,620 ) (17,929 ) (62,168 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.12 ) $ (0.23 ) $ (0.20 ) $ (0.19 ) (0.75 ) Year ended October 31, 2017 Revenues $ 17,002 $ 20,417 $ 10,358 $ 47,889 95,666 Gross (loss) profit 1,813 383 (2,626 ) 3,164 2,734 Loss on operations (10,928 ) (11,496 ) (14,330 ) (8,181 ) (44,935 ) Net loss (13,685 ) (13,238 ) (17,001 ) (9,979 ) (53,903 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common stockholders (14,485 ) (14,038 ) (17,801 ) (10,779 ) (57,103 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.39 ) $ (0.33 ) $ (0.31 ) $ (0.17 ) (1.14 ) (1) The full year net loss to common stockholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events NRG Loan Facility As described in Note 12, the Company has a project finance facility with NRG pursuant to which NRG extended a $40 million revolving construction and term financing facility (the “Loan Facility”) to FuelCell Finance for the purpose of accelerating project development by the Company and its subsidiaries. On December 13, 2018, FuelCell Finance’s wholly owned subsidiary, Central CA Fuel Cell 2, LLC, drew a construction loan advance of $5.8 million under the Loan Facility. This advance will be used to support the completion of construction of the 2.8 MW Tulare BioMAT project in California. This plant is expected to meet its commercial operations date (COD) in March 2019. Generate Lending Loan Facility On December 21, 2018, the Company, through its indirect wholly-owned subsidiary FuelCell Energy Finance II, LLC (“FCEF II” or “Borrower”), entered into a Construction Loan Agreement (the “Agreement” or the “Generate Lending Construction Loan Agreement”) with Generate Lending, LLC (“Lender” or “Generate Lending”) pursuant to which Generate Lending agreed (the “Commitment”) to make available to FCEF II a credit facility in an aggregate principal amount of up to $100.0 million and, subject to further Lender approval and available capital, up to $300.0 million if requested by the Company (the “Facility”) to fund the manufacture, construction, installation, commissioning and start-up of stationary fuel cell projects to be developed by the Company on behalf of Borrower during the Availability Period (as defined below and in the Agreement). Fuel cell projects must meet certain conditions to be determined to be “Approved Projects” under the Facility. The Facility will be comprised of multiple loans to individual Approved Projects (each, a “Working Capital Loan”). Each Working Capital Loan will be sized to the lesser of (i) 100% of the construction budget and (ii) the invested amount that allows Lender to achieve a 10% unlevered, after-tax inefficient internal rate of return. Approved Projects will be funded at milestones on a cost incurred basis. FCEF II and the Company will contribute any additional equity required to construct an Approved Project on a pari-passu basis with the Working Capital Loans. The Commitment to provide Working Capital Loans will remain in place for thirty-six months from the date of the Agreement (the “Availability Period”). Interest will accrue at 9.5% per annum, calculated on a 30/360 basis, on all outstanding principal, paid on the first business day of each month. The initial draw amount under this facility, funded at closing, was $10 million. The maturity date for the outstanding principal amount of each Working Capital Loan will be the earlier of (a) the achievement of the Commercial Operation Date under the Engineering, Procurement and Construction (“EPC”) Agreement for such Approved Project, (b) ninety days prior to the required Commercial Operation Date under the Revenue Contract (as defined in the Agreement), or (c) upon certain defaults by Borrower. The lender has the right to issue a notice to the Borrower that the Commitment, and that all Working Capital Loans shall be due and payable on September 30, 2019; provided that such notice shall be issued by the Lender, if at all, during the ten (10) day period beginning on June 20, 2019 and ending on (and including) June 30, 2019. If the Lender delivers such notice, all of the Working Capital Loans, together with all accrued and unpaid interest thereon, shall be due and payable in its entirety, without penalty or premium. If the Lender delivers such notice, the Borrower may prepay all then outstanding Working Capital Loans at any time prior to September 30, 2019. Mandatory prepayments are required in the event of (i) material damage or destruction to an Approved Project, (ii) termination or default under an Approved Project’s Revenue Contract, (iii) a change of control, or (iv) failure to achieve Substantial Completion as defined under the EPC Agreement for such Approved Project by the required dates. Provided that the Approved Project has been completed as of the maturity date and no defaults exist with respect to the Working Capital Loans for such Approved Project, FCEF II, as determined in its sole discretion, will have a 90-day period to either sell the Approved Project or effect a refinancing, in either case proceeds of which will be used to repay the Working Capital Loan for the Approved Project. In the case of a disposition of the Approved Project, Lender will be entitled to a “Disposition Fee,” as described below. In the case where the Working Capital Loan for the Project is refinanced, Lender will have the right to make an equity investment in the Approved Project on terms such that Lender derives an after-tax yield of no less than a 12% internal rate of return on an investment of greater than 10% of the total purchase price. Borrower and Lender will enter into an arrangement to share any returns realized in excess of the foregoing target return. In the event that Borrower does not sell or refinance an Approved Project within ninety days following the Working Capital Loan maturity date (or such other date as may be mutually agreed), then the outstanding balance of the Working Capital Loan on such Approved Project shall convert into a 100% equity ownership of the applicable project company owning such Approved Project through execution of a Membership Interest Purchase Agreement (“MIPA”) with the Lender. At that time, the Lender will own the project and Borrower will not have any repayment obligations. Included in the applicable MIPA for each Approved Project subject to this provision will be a conditional purchase price adjustment for Borrower equal to 50% of any distributions to Lender after Lender has achieved a 10% inefficient after-tax, unlevered internal rate of return. In the event that Borrower and Lender are unable to come to terms on a MIPA for any Approved Project, the Working Capital Loan for such Approved Project will be required to be repaid in full without penalty or premium. Borrower will pay a draw down fee equal to 3% of the amount of each Working Capital Loan and certain other diligence and administration fees. Upon the sale of any Approved Project to a third party, Lender will be entitled to a disposition fee equal to 3% of the total sale price (“Disposition Fee”). At such time as Lender has made Working Capital Loans in the aggregate amount of greater than $100,000,000 but less than $200,000,000, the Disposition Fee is reduced to 2% and in the aggregate amount of greater than $200,000,000 but less than $300,000,000, the Disposition Fee is reduced to 1%. The initial draw amount under this Facility, funded at closing, was $10 million. The initial draw reflects loan advances for the first Approved Project under the Facility, the Bolthouse Farms 5 MW project in California. Additional drawdowns are expected to take place as the Company completes certain project milestones. The Company expects to use this Facility to fund the construction of its backlog, including the three LIPA projects totaling 39.8 MW and the two projects awarded pursuant to the Connecticut DEEP RFP, totaling 22.2 MW. Amendment to Hercules Loan and Security Agreement As noted in Note 12, the Company has a loan and security agreement with Hercules for an aggregate principal amount of up to $25.0 million, subject to certain terms and conditions. On December 19, 2018, to facilitate the Generate Lending Construction Loan Agreement described above, the Company and Hercules (and various affiliated entities) entered into the fifth amendment to the loan and security agreement to (i) modify the definitions of “Permitted Investment”, “Permitted Liens”, “Project Companies”, “Project Company Indebtedness”, and “Qualified Subsidiary” to permit the creation of a new holding company, FuelCell Energy Finance II, LLC to hold the membership interests of project companies to be funded under the Facility described above and (ii) modify the definition of “Project Roundtrip Transaction” to increase the investment amount under a Project Roundtrip Transaction to $40.0 million. Series C Preferred Shares As noted in Note 14, as of October 31, 2018 and 2017, there were 8,992 shares and 33,300 shares of Series C Preferred Stock issued and outstanding, respectively, with a carrying value of $7.5 million and $27.7 million, respectively. $1.50 per share. including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at variable prices below the conversion price then in effect |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation FuelCell Energy, Inc. together with its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”) is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and service ultra-clean, efficient and reliable stationary fuel cell power plants. Our SureSource power plants generate electricity and usable high quality heat for commercial, industrial, government and utility customers. We have commercialized our stationary carbonate fuel cells and are also pursuing the complementary development of planar solid oxide fuel cells and other fuel cell technologies. Our operations are funded primarily through sales of equity instruments to strategic investors or in public markets, corporate and project level debt financing and local or state government loans or grants. In order to produce positive cash flow from operations, we need to be successful at increasing annual order volume and production and in our cost reduction efforts. The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Liquidity | Liquidity The Company’s future liquidity will be dependent on obtaining a combination of increased order and contract volumes, increased cash flows from our generation and service portfolios and cost reductions necessary to achieve profitable operations. To grow our generation portfolio, the Company will invest in developing and building turn-key fuel cell projects which will be owned by the Company and classified as project assets on the balance sheet. This strategy requires liquidity and is expected to continue to have increasing liquidity requirements as project sizes increase. We may commence building project assets upon the award of a project or execution of a multi-year PPA with an end-user that has a strong credit profile. Project development and construction cycles, which span the time between securing a PPA and commercial operation of the plant, vary substantially and can take years. As a result of these project cycles and strategic decisions to finance the construction of certain projects, we may need to make significant up-front investments of resources in advance of the receipt of any cash from the sale or long-term financing of such projects. These up-front investments may include using our working capital, availability under our construction financing facilities or other financing arrangements. We expect to maintain appropriate cash and debt levels based upon our expected cash requirements for operations, capital expenditures, construction of project assets and principal, interest and dividend payments. In the future, we may also engage in additional debt or equity financings, including project specific debt financings under existing and new facilities. We believe that, when necessary, we will have adequate access to the capital markets, although the timing, size and terms of any financing will depend on multiple factors, including market conditions, future order flow and the need to adjust production capacity. There can be no assurance that we will be able to raise additional capital at the times, in the amounts, or on the terms required for the implementation of our business plan and strategy. In addition, our capital-intensive business model of building generation assets increases the risk that we will be unable to successfully implement our plans, particularly if we do not raise additional capital in the amounts required. If we are unable to raise additional capital at the times or in the amounts required, or on terms favorable to us, our growth potential may be adversely affected and we may have to modify our plans which could include restructuring, workforce reductions, change in production volumes and asset or intellectual property sales. If these strategies are not successful, we may be required to delay, reduce and/or cease our operations. The Company believes that its current working capital and cash anticipated to be generated from future operations, as well as recent debt incurred and cash received under our project financing facilities and remaining availability under these project financing facilities (See Notes 12 and 22) and proceeds from future equity offerings, will provide sufficient liquidity to fund operations for at least one year after the date that the financial statements are issued. The Company has an At The Market Issuance Sales Agreement in place (see Note 13) which could supplement proceeds through equity offerings dependent upon market conditions. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. As of October 31, 2018, $40.9 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $38.2 million pledged as of October 31, 2017. The restricted cash balance includes $15.0 million as of October 31, 2018 and 2017, which has been placed in a Grantor's Trust account to secure certain obligations of the Company under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. As of October 31, 2018 and 2017, we had outstanding letters of credit of $3.8 million and $2.9 million, respectively, which expire on various dates through August 2025. Cash and cash equivalents as of October 31, 2018 and 2017 also included $3.0 thousand and $3.0 million, respectively, of cash advanced by POSCO Energy Co., Ltd. (“POSCO Energy”) for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. |
Inventories and Advance Payments to Vendors | Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as Other current assets on the Consolidated Balance Sheets. Inventories are reviewed to determine if valuation allowances are required for excess quantities or obsolescence. This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. |
Project Assets | Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, whereby we have entered into power purchase agreements prior to entering into a definitive sales or long-term financing agreement for the project, capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC, projects in development for which we expect to secure long-term contracts or projects retained by the Company under a merchant model. Certain project assets currently in development are actively being marketed and may be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement, we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. There were no short-term project assets as of October 31, 2018 or 2017. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (“ASC 350”) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (IPR&D) as of July 31, 2018 and 2017. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset are more likely than not below its carrying value. No impairment charges were recorded during any of the years presented. |
Impairment of Long Lived Assets (Including Project Assets) | Impairment of Long Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company recorded a $0.5 million impairment of a project asset for the year ended October 31, 2018 due to the termination of a project |
Revenue Recognition | Revenue Recognition We earn revenue from (i) the sale and installation of fuel cell power plants including site engineering and construction services, (ii) the sale of completed project assets, (iii) equipment only sales (modules, balance of plants (“BOP”), component part kits and spare parts to customers), (iv) performance under long-term service agreements, (v) the sale of electricity and other value streams under power purchase agreements (“PPAs”) and utility tariffs from project assets retained by the Company, (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) government and customer-sponsored Advanced Technologies projects. As further clarification, revenue elements are classified as follows: Product. Includes the sale of completed project assets, sale and installation of fuel cell power plants including site engineering and construction services, and, the sale of component part kits, modules, BOPs and spare parts to customers. Service and license. Includes performance under long-term service agreements for power plants owned by third parties and license fees and royalty income from manufacturing and technology transfer agreements. Generation. Includes the sale of electricity under PPAs and utility tariffs from project assets retained by the Company. This also includes revenue received from the sale of other value streams from these assets including the sale of heat, steam and renewable energy credits. Advanced Technologies. Includes revenue from customer-sponsored and government-sponsored Advanced Technologies projects. Our revenue is generated from customers located throughout the U.S., Europe and Asia and from agencies of the U.S. government. For customer contracts where the Company is responsible for supply of equipment and site construction (full turn-key construction project) and has adequate cost history and estimating experience, and with respect to which management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed and total project costs. Our estimates are based upon the professional knowledge and experience of our engineers, project managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods. Revenues are recognized based on the percentage of the contract value that incurred costs to date bear to estimated total contract costs, after giving effect to estimates of costs to complete based on most recent information. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. We recognize anticipated contract losses as soon as they become known and estimable. Actual results could vary from initial estimates and estimates will be updated as conditions change. Revenue from equipment only sales where the Company does not have the obligations associated with overall construction of the project (modules, BOPs, fuel cell kits and spare parts sales) is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations and certain key suppliers upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. In June 2017, an EPC contractor, Hanyang Industrial Development Co., Ltd (“HYD”), was awarded a 20 MW project by a utility in South Korea (Korea Southern Power Company) utilizing the Company’s SureSource technology. The Company was able to participate on this Korean project pursuant to a Memorandum of Understanding (“MOU”) with POSCO Energy that permitted the Company access to the Asian fuel cell market, including the sale of SureSource solutions in South Korea. Effective July 15, 2018, the MOU was terminated. On August 29, 2017, the Company entered into a contract with HYD pursuant to which the Company provided equipment to HYD for this 20 MW fuel cell project as well as ancillary services including plant commissioning . Construction began in the fall of 2017 and the installation became operational in the summer of 2018. The value of the contract to the Company was $70 million. The Company assessed the contract using the multi-element revenue recognition guidance and determined that . The full contract value was allocated to each element based on estimated selling prices using cost plus expected margins and revenue recognition occurred upon completion of shipping and customer acceptance of each piece of equipment and the proportional performance method was used for the ancillary services provided. Approximately $39 million of revenue was recognized in the fourth quarter of fiscal 2017 related to this contract and approximately $31 million was recognized during fiscal year 2018. Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements is generally expected to be incurred on a straight-line basis. For service agreements where we expect to have module exchanges at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange(s) is deferred and is recognized upon such module replacement event(s). We recognize license fees and other revenue over the term of the associated agreement. The Company records license fees and royalty income from POSCO Energy as a result of manufacturing and technology transfer agreements entered into in 2007, 2009 and 2012. The manufacturing and technology transfer agreements we entered with POSCO Energy collectively provide them with the rights to manufacture SureSource power plants in South Korea and exclusive rights to sell in Asia. Under PPAs and project assets retained by the Company, revenue from the sale of electricity and other value streams are recognized as electricity is provided to customers. These revenues are classified as generation revenues. Advanced Technologies contracts include both private industry and government entities. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from fixed price Advanced Technologies projects is recognized using percentage of completion accounting. Advanced Technologies programs are often multi-year projects or structured in phases with subsequent phases dependent on reaching certain milestones prior to additional funding being authorized. Government contracts are typically structured with cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. |
Sale-Leaseback Accounting | Sale-Leaseback Accounting The Company, through a wholly-owned subsidiary, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power (the "Customer"). Due to the Company's continuing involvement with the project and the projects being considered integral equipment, sale accounting is precluded by ASC 840-40, “Leases”. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. While we receive financing for the full value of the related power plant asset, we have not recognized revenue on the sale leaseback transaction. Instead, revenue is recognized through the sale of electricity and energy credits which are generated as energy is produced. The sale-leaseback arrangements with PNC allow the Company to repurchase the project assets at fair market value. |
Warranty and Service Expense Recognition | Warranty and Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. As of October 31, 2018 and 2017, the warranty accrual, which is classified in accrued liabilities on the Consolidated Balance Sheets, totaled $0.1 million and $0.3 million, respectively. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees for service agreements of $1.1 million and $2.2 million as of October 31, 2018 and 2017, respectively. The Company records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. As of October 31, 2018, our loss accruals on service agreements totaled $0.9 million compared to $1.1 million as of October 31, 2017. At the end of our service agreements, customers are expected to either renew the service agreement or based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being maintained. As of October 31, 2018, the Company had $1.2 million related to the residual value of replacement modules in power plants under service agreements compared to $1.0 million as of October 31, 2017. |
License Agreements and Royalty Income | License Agreements and Royalty Income The Cell Technology Transfer and License Agreement dated October 31, 2012 by and between the Company and POSCO Energy (the "CTTA") provides POSCO Energy with the technology to manufacture SureSource modules in South Korea and the exclusive market access to sell power plants throughout Asia. In connection with the CTTA, fees totaling $18.0 million were paid between fiscal year 2012 and 2015 and are being amortized over the term of the CTTA, which is fifteen years. The Company is entitled to receive royalties from POSCO Energy under the 2007 Technology Transfer, Distribution and Licensing Agreement ("TTA") and the 2009 Stack Technology Transfer and License Agreement ("STTA") at the rate of 3.0% of POSCO Energy net sales associated with the Company’s technology. Additionally, under the STTA, license fee income aggregating $10.0 million is being recognized ratably over fifteen years beginning November 1, 2012. Under the terms of the TTA, POSCO Energy manufactures BOP in South Korea. The STTA allows POSCO Energy to produce fuel cell modules which will be combined with BOP manufactured in South Korea to complete electricity-producing fuel cell power plants for sale in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives fixed compensation for services rendered. The Company recorded revenue of $2.1 million, $2.7 million and $6.2 million for the years ended October 31, 2018, 2017 and 2016, respectively, relating to the above agreements. |
Deferred Revenue and Customer Deposits | Deferred Revenue and Customer Deposits We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. |
Research and Development Costs | Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. Costs incurred for customer-sponsored projects are recorded as cost of Advanced Technologies contract revenues in the consolidated statements of operations. Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. |
Concentrations | Concentrations We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for Advanced Technologies contracts. For the years ended October 31, 2018, 2017 and 2016, our top customers accounted for 84%, 78% and 75%, respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2018, 2017 and 2016, respectively, are presented below. 2018 2017 2016 Hanyang Industrial Development Co., LTD 35 % 40 % — % Clearway Energy (formerly NRG Yield, Inc.) 15 % — % — % AEP Onsite Partners, LLC 10 % — % — % U.S. Department of Energy 8 % 9 % 8 % ExxonMobil 6 % 9 % 3 % POSCO Energy 5 % 6 % 48 % Dominion Bridgeport Fuel Cell, LLC 3 % 11 % 6 % Avangrid Holdings (through its various subsidiaries) 2 % 3 % 10 % Total 84 % 78 % 75 % |
Derivatives | Derivatives We do not use derivatives for speculative purposes and, through the end of fiscal year 2018, we have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to Other income, net on the Consolidated Statements of Operations. Refer to Note 14 for additional information. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. 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, excess and obsolete inventories, product warranty costs, accruals for service agreements, allowance for uncollectible receivables, depreciation and amortization, impairment of goodwill, indefinite-lived intangible assets and long-lived assets, income taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The translation of the financial statements of FCE Korea Ltd., FCES GmbH and Versa Power Systems Ltd. results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity. Our Canadian subsidiary, FCE FuelCell Energy, Ltd., is financially and operationally integrated and the functional currency is the U.S. dollar. We are also subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized foreign currency transaction gains (losses) of $0.3 million, $(0.7) million and $0.3 million for the years ended October 31, 2018, 2017 and 2016, respectively. These amounts have been classified as other income, net in the consolidated statements of operations. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation - Stock Compensation” (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of ASU 2016-09 resulted in no net impact to equity as the additional deferred tax asset recorded for previously unrecognized net operating loss carryforwards of $7.8 million was offset by a valuation allowance of the same amount. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330) – Simplifying the Measurement of Inventory.” This guidance changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company adopted this standard in fiscal year 2018. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. |
Recent Accounting Guidance Not Yet Effective | Recent Accounting Guidance Not Yet Effective In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The Company will adopt this ASU in the first quarter of fiscal year 2019. The Company has numerous different revenue sources including the sale and installation of fuel cell power plants, site engineering and construction services, sale of modules and spare parts, extended warranty service agreements, sale of electricity under power purchase agreements, license fees and royalty income from manufacturing and technology transfer agreements and customer-sponsored Advanced Technologies projects. This requires application of various revenue recognition methods under current accounting guidance. The Company has decided to use the modified retrospective transition method. The adoption of this ASU is expected to result in a cumulative effect adjustment increasing Accumulated deficit by approximately between $7.0 million and $10.0 million on November 1, 2018, which is the result of the change in timing of revenue recognition for the Company’s service agreements and license revenue. In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (which, for the Company, will be the first quarter of fiscal year 2020). Early adoption is permitted. The Company has both operating and capital leases (refer to Note 18. “Commitments and Contingencies”) as well as sale-leasebacks accounted for under the finance method and may have other arrangements that contain embedded leases as characterized in this ASU. We expect that adoption of this ASU will result in the recognition of right-of-use assets and lease liabilities not currently recorded in our consolidated financial statements under existing accounting guidance. However, we are still evaluating all of the Company’s contractual arrangements and the impact that adoption of ASU 2016-02 will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which provides for a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective, on a prospective basis for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We are currently assessing the impact the standard will have on the Company, but it is not expected to have a material impact on the Company’s consolidated financial statements |
Accounts Receivable, Net | Accounts Receivable, Net |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Percent of Customer Consolidated Revenues | The percent of consolidated revenues from each customer for the years ended October 31, 2018, 2017 and 2016, respectively, are presented below. 2018 2017 2016 Hanyang Industrial Development Co., LTD 35 % 40 % — % Clearway Energy (formerly NRG Yield, Inc.) 15 % — % — % AEP Onsite Partners, LLC 10 % — % — % U.S. Department of Energy 8 % 9 % 8 % ExxonMobil 6 % 9 % 3 % POSCO Energy 5 % 6 % 48 % Dominion Bridgeport Fuel Cell, LLC 3 % 11 % 6 % Avangrid Holdings (through its various subsidiaries) 2 % 3 % 10 % Total 84 % 78 % 75 % |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Commercial customers: Amount billed $ 7,415 $ 41,073 Unbilled receivables (1) 10,632 18,162 18,047 59,235 Advanced Technologies (including U.S. Government (2) Amount billed 1,865 1,934 Unbilled receivables 3,127 7,352 4,992 9,286 $ 23,039 $ 68,521 (1) Additional long-term unbilled receivables of $9.4 million and $12.8 million are included within “Other Assets” as of October 31, 2018 and 2017, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2018 and 2017 were $2.3 million and $3.2 million, respectively. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Raw materials $ 24,467 $ 20,065 Work-in-process (1) 29,108 54,431 Inventories $ 53,575 $ 74,496 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process as of October 31, 2018 and 2017 is $19.0 million and $46.3 million, respectively, of completed standard components. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 19,674 9,331 10-26 years Machinery, equipment and software 93,356 91,680 3-8 years Furniture and fixtures 3,958 3,576 10 years Construction in progress 17,711 23,163 — 135,223 128,274 Accumulated depreciation (87,019 ) (84,709 ) Property, plant and equipment, net $ 48,204 $ 43,565 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Advance payments to vendors (1) $ 2,696 $ 1,035 Deferred finance costs (2) 97 129 Prepaid expenses and other (3) 5,799 5,407 $ 8,592 $ 6,571 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Represents the current portion of direct deferred finance costs that relate primarily to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility. (3) Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Other Assets Noncurrent [Abstract] | |
Schedule of Other Assets | Other assets as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Long-term unbilled receivables (1) $ 9,385 $ 12,806 Deferred finance costs (2) — 97 Long-term stack residual value (3) 1,206 987 Other (4) 2,914 2,627 Other assets $ 13,505 $ 16,517 (1 ) Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from the balance sheet date. ( 2 ) Represents the long-term portion of direct deferred finance costs relating to the Company’s loan facility with NRG which is being amortized over the five-year life of the facility. ( 3 ) Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. ( 4 ) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power plants at the end of the term of the agreement. The amounts are payable in installments over the term of the agreement and the total paid as of October 31, 2018 and 2017 was $2.0 million and $1.6 million, respectively. Also included within “Other” are long-term security deposits. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Accrued payroll and employee benefits $ 2,550 $ 5,315 Accrued contract loss — 37 Accrued product warranty costs (1) 147 348 Accrued material purchases (2) — 2,396 Accrued service agreement costs (3) 2,029 3,319 Contractual milestone billings for inventory (4) — 4,440 Accrued legal, taxes, professional and other 2,906 2,526 $ 7,632 $ 18,381 (1) Activity in the accrued product warranty costs for the years ended October 31, 2018 and 2017 included additions for estimates of future warranty obligations of $0.4 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.6 million and $0.8 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. (2) The Company acts as a procurement agent for POSCO Energy under an Integrated Global Supply Chain Agreement whereby the Company procures materials on POSCO Energy’s behalf for its Asian production facility. This liability represents amounts received for the purchase of materials on behalf of POSCO Energy. Amounts due to vendors are recorded as “Accounts payable.” (3) Activity in service agreement costs represents a decrease in loss accruals on service contracts of $0.2 million from $1.1 million as of October 31, 2017 to $0.9 million as of October 31, 2018. The accruals for performance guarantees also decreased from $2.2 million as of October 31, 2017 to $1.1 million as of October 31, 2018 resulting from guarantee payments to customers partially offset by additional accruals for the minimum output falling below the contract requirements for certain service agreements. (4) Amount represented contractual milestone billings for inventory that was provided to POSCO Energy under a transaction that did not result in revenue recognition. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Debt [Abstract] | |
Schedule of Debt | Debt as of October 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Hercules Loan and Security Agreement $ 25,343 $ 21,468 State of Connecticut Loan 10,000 10,000 Finance obligation for sale-leaseback transactions 46,062 46,937 Connecticut Green Bank Note 6,052 6,052 Connecticut Development Authority Note 284 2,349 New Britain Renewable Energy Term Loan 1,107 1,697 Capitalized lease obligations 341 632 Deferred finance costs (1,311 ) (1,344 ) Total debt $ 87,878 $ 87,791 Current portion of long-term debt (17,596 ) (28,281 ) Long-term debt $ 70,282 $ 59,510 |
Aggregate Annual Principal Payments under Loan Agreements and Capital Lease Obligations | Aggregate annual principal payments under our loan agreements and capital lease obligations for the years subsequent to October 31, 2018 are as follows (in thousands): Year 1 $ 17,908 Year 2 17,174 Year 3 4,064 Year 4 4,089 Year 5 4,640 Thereafter (1) 16,481 $ 64,356 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2018 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table outlines the warrant activity during the year ended October 31, 2018: Series A Warrants Series C Warrants Series D Warrants Balance as of October 31, 2017 7,680,000 11,580,900 2,584,174 Warrants exercised — (11,536 ) (2,584,174 ) Warrants expired — — — Balance as of October 31, 2018 7,680,000 11,569,364 — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Segment Information [Abstract] | |
Revenues By Geographic Area | Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2018, 2017 and 2016 were as follows (in thousands): 2018 2017 2016 United States $ 50,953 $ 47,539 $ 48,697 South Korea 36,279 44,217 52,007 England 387 368 277 Germany 1,795 2,740 7,147 Canada 23 729 124 Spain — 73 — Total $ 89,437 $ 95,666 $ 108,252 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations | Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands): 2018 2017 2016 Cost of revenues $ 543 $ 1,050 $ 745 General and administrative expense 2,256 2,721 2,110 Research and development expense 355 679 504 $ 3,154 $ 4,450 $ 3,359 |
Schedule of Fair Value of Stock Options Estimated on Grant Date | The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: 2018 2017 2016 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 2.8 % 2.2 % 1.5 % Volatility 72.7 % 79.5 % 80.1 % Dividend yield — % — % — % |
Summary of Stock Option Activity | The following table summarizes our stock option activity for the year ended October 31, 2018: Weighted- Average Option Options Shares Price Outstanding as of October 31, 2017 309,950 $ 23.81 Granted 54,503 $ 1.78 Canceled (40,967 ) $ 100.85 Outstanding as of October 31, 2018 323,486 $ 10.34 |
Summary of Information about Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable as of October 31, 2018: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 — $3.23 158,322 8.8 $ 1.60 103,819 $ 1.50 $3.24 — $61.20 165,164 4.1 $ 18.72 163,500 $ 18.79 323,486 6.4 $ 10.34 267,319 $ 12.07 |
Summary of RSA and RSU Activity | The following table summarizes our RSA and RSU activity for the year ended October 31, 2018: Weighted- Average Restricted Stock Awards and Units Shares Fair Value Outstanding as of October 31, 2017 3,008,686 2.52 Granted 2,545,715 1.75 Vested (925,662 ) 2.80 Forfeited (258,164 ) 2.19 Outstanding as of October 31, 2018 4,370,575 2.03 |
Fair Value of Shares Issued under Previous Employee Stock Purchase Plan Determined at Grant Date | The fair value of shares issued under the previous Employee Stock Purchase Plan was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended October 31, 2017 and 2016: 2017 2016 Expected life (in years) 0.5 0.5 Risk free interest rate 0.46 % 0.30 % Volatility 75.0 % 37.0 % Dividends yield —% —% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes for the years ended October 31, 2018, 2017, and 2016 were as follows (in thousands): 2018 2017 2016 U.S. $ (47,314 ) $ (49,723 ) $ (46,708 ) Foreign (3,035 ) (4,136 ) (3,981 ) Loss before income taxes $ (50,349 ) $ (53,859 ) $ (50,689 ) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate | The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2018, 2017 and 2016 was as follows: 2018 2017 2016 Statutory federal income tax rate (23.2 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits 0.7 % (1.3 )% (0.2 )% Foreign withholding tax 0.0 % 0.1 % 1.1 % Net operating loss expiration and true-ups 4.6 % (4.6 )% 3.3 % Nondeductible expenditures 1.5 % 1.9 % 0.9 % Change in tax rates 201.6 % (0.8 )% (0.3 )% Other, net 0.0 % 0.6 % 0.2 % Valuation allowance (191.2 )% 38.2 % 30.1 % Effective income tax rate (6.0 )% 0.1 % 1.1 % |
Schedule of Deferred Tax Assets and Liabilities | Our deferred tax assets and liabilities consisted of the following at October 31, 2018 and 2017 (in thousands): 2018 2017 Deferred tax assets: Compensation and benefit accruals $ 7,767 $ 11,158 Bad debt and other allowances 426 605 Capital loss and tax credit carry-forwards 12,295 13,398 Net operating losses (domestic and foreign) 202,643 282,022 Deferred license revenue 4,765 7,850 Inventory valuation allowances 238 111 Accumulated depreciation 4,374 5,095 Grant revenue 910 1,522 Gross deferred tax assets: 233,418 321,761 Valuation allowance (231,403 ) (321,761 ) Deferred tax assets after valuation allowance 2,015 — Deferred tax liability: In process research and development (2,356 ) (3,377 ) Net deferred tax liability $ (341 ) $ (3,377 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Loss Per Share | The calculation of basic and diluted EPS for the years ended October 31, 2018, 2017 and 2016 was as follows (amounts in thousands, except share and per share amounts): 2018 2017 2016 Numerator Net loss $ (47,334 ) $ (53,903 ) $ (51,208 ) Net loss attributable to noncontrolling interest — — 251 Series B Preferred stock dividends (3,200 ) (3,200 ) (3,200 ) Series C Preferred stock deemed dividends (9,559 ) — — Series D Preferred stock redemption accretion (2,075 ) — — Net loss to common stockholders $ (62,168 ) $ (57,103 ) $ (54,157 ) Denominator Weighted average common shares outstanding - basic 82,754,268 49,914,904 29,773,700 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 82,754,268 49,914,904 29,773,700 Net loss to common stockholders per share - basic $ (0.75 ) $ (1.14 ) $ (1.82 ) Net loss to common stockholders per share - diluted (1) $ (0.75 ) $ (1.14 ) $ (1.82 ) (1) Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. As of October 31, 2018, 2017 and 2016, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: |
Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation | As of October 31, 2018, 2017 and 2016, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October October 31, 2017 October 31, 2016 May 2017 Offering – Series C Warrants 11,569,364 11,580,900 — May 2017 Offering – Series D Warrants - 2,584,174 — July 2016 Offering - Series A Warrants 7,680,000 7,680,000 7,680,000 July 2016 Offering - Series B Warrants — — 3,826,000 July 2014 Offering - NRG Warrants — — 166,666 Outstanding options to purchase common stock 323,486 309,950 246,923 Unvested RSAs 1,119,433 1,898,692 915,831 Unvested RSUs 3,251,142 1,109,994 74,204 Series C Preferred Shares to satisfy conversion requirements (1) 5,994,667 18,097,826 — Series D Preferred Shares to satisfy conversion requirements (2) 22,231,884 — — 5% Series B Cumulative Convertible Preferred Stock (3) 454,043 454,043 454,043 Series 1 Preferred Shares to satisfy conversion requirements (3) 15,168 15,168 15,168 Total potentially dilutive securities 52,639,187 43,730,747 13,378,835 (1) The number of shares of common stock issuable upon conversion of the Series C Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $9.0 million divided by the reduced conversion price of $1.50 and the liquidation preference of $33.3 million divided by the conversion price of $1.84 as of October 31, 2017. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. (2) The number of shares of common stock issuable upon conversion of the Series D Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $30.7 million divided by the conversion price of $1.38. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. (3) Refer to Note 14, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancelable Minimum Payments Applicable to Operating and Capital Leases | Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2018 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 841 $ 237 2020 570 83 2021 381 17 2022 378 4 2023 374 — Thereafter 3,004 — Total $ 5,548 $ 341 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2018 2017 2016 Cash interest paid $ 4,486 $ 2,715 $ 1,941 Income taxes paid 2 2 80 Noncash financing and investing activity: Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions — 50 105 Noncash reclass between inventory and project assets 10,793 7,282 — Assumption of debt in conjunction with asset acquisition — 2,289 — Acquisition of project assets — 2,386 — Series C Preferred stock conversions 20,220 — — Accrued sale of common stock, cash received in a subsequent period — — 357 Accrued purchase of fixed assets, cash paid in subsequent period 1,579 2,490 3,952 Accrued purchase of project assets, cash paid in subsequent period 3,115 2,380 1,797 |
Quarterly Information (Unaudi_2
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected unaudited financial data for each quarter of fiscal year 2018 and 2017 is presented below. We believe that the information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. (in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Year ended October 31, 2018 Revenues $ 38,613 $ 20,830 $ 12,110 $ 17,884 89,437 Gross profit (loss) 4,635 (629 ) (2,056 ) 1,143 3,093 Loss on operations (5,553 ) (12,735 ) (14,474 ) (11,870 ) (44,632 ) Net loss (4,183 ) (13,174 ) (15,881 ) (14,096 ) (47,334 ) Series B Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Series C Preferred stock deemed dividends (3,463 ) (4,199 ) (939 ) (958 ) (9,559 ) Series D Preferred stock redemption accretion — — — (2,075 ) (2,075 ) Net loss to common stockholders (8,446 ) (18,173 ) (17,620 ) (17,929 ) (62,168 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.12 ) $ (0.23 ) $ (0.20 ) $ (0.19 ) (0.75 ) Year ended October 31, 2017 Revenues $ 17,002 $ 20,417 $ 10,358 $ 47,889 95,666 Gross (loss) profit 1,813 383 (2,626 ) 3,164 2,734 Loss on operations (10,928 ) (11,496 ) (14,330 ) (8,181 ) (44,935 ) Net loss (13,685 ) (13,238 ) (17,001 ) (9,979 ) (53,903 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common stockholders (14,485 ) (14,038 ) (17,801 ) (10,779 ) (57,103 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.39 ) $ (0.33 ) $ (0.31 ) $ (0.17 ) (1.14 ) (1) The full year net loss to common stockholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | Aug. 29, 2017USD ($)MW | Jun. 30, 2017MW | Oct. 31, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Oct. 31, 2017USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Oct. 31, 2018USD ($) | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | |
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Restricted Cash and Cash Equivalents | $ 40,900,000 | $ 38,200,000 | $ 40,900,000 | $ 38,200,000 | ||||||||||
Restricted cash and cash equivalents - long-term | 35,142,000 | 33,526,000 | 35,142,000 | 33,526,000 | ||||||||||
Letters of Credit Outstanding, Amount | 3,800,000 | 2,900,000 | $ 3,800,000 | 2,900,000 | ||||||||||
Letter of Credit Date of Expiration | Aug. 1, 2025 | |||||||||||||
Customer Advances, Current | 3,000 | 3,000,000 | $ 3,000 | 3,000,000 | ||||||||||
Short-term project assets | 0 | 0 | 0 | 0 | ||||||||||
Impairment charges | 0 | 0 | $ 0 | |||||||||||
Impairment on project asset | 500,000 | 0 | 0 | |||||||||||
Revenue | 17,884,000 | $ 12,110,000 | $ 20,830,000 | $ 38,613,000 | 47,889,000 | $ 10,358,000 | $ 20,417,000 | $ 17,002,000 | $ 89,437,000 | 95,666,000 | 108,252,000 | |||
Excess service agreements term | 5 years | |||||||||||||
Extended Product Warranty Description | We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products. | |||||||||||||
Product Warranty Accrual | [1] | 147,000 | 348,000 | $ 147,000 | 348,000 | |||||||||
Reserve for Performance Guarantees | 1,100,000 | 2,200,000 | 1,100,000 | 2,200,000 | ||||||||||
Loss reserve on service agreements | 900,000 | 1,100,000 | 900,000 | 1,100,000 | ||||||||||
Long-term stack residual value | [2] | 1,206,000 | 987,000 | 1,206,000 | 987,000 | |||||||||
Future license fees to be paid | $ 18,000,000 | |||||||||||||
License agreement amortization period | 15 years | |||||||||||||
Reduced royalty percentage | 3.00% | |||||||||||||
Foreign Currency Transaction Gain (Loss), Unrealized | $ 300,000 | (700,000) | $ 300,000 | |||||||||||
Net operating loss carryforwards | 202,643,000 | 282,022,000 | 202,643,000 | 282,022,000 | ||||||||||
Accumulated deficit | (990,867,000) | (943,533,000) | (990,867,000) | $ (943,533,000) | ||||||||||
ASU 2016-09 [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Net impact on equity | 0 | |||||||||||||
Net operating loss carryforwards | 7,800,000 | 7,800,000 | ||||||||||||
Unrecognized net operating loss carryforwards offset by valuation allowance | 7,800,000 | 7,800,000 | ||||||||||||
ASU 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Minimum [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Accumulated deficit | 7,000 | 7,000 | ||||||||||||
ASU 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Maximum [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Accumulated deficit | 10,000 | $ 10,000 | ||||||||||||
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Significant customer revenue percentage | 84.00% | 78.00% | 75.00% | |||||||||||
Stack Technology Transfer and License Agreement [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Upfront License Fee | 10,000,000 | $ 10,000,000 | ||||||||||||
Service and License Fee Revenues [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
License Fee and Royalty Income | 2,100,000 | $ 2,700,000 | $ 6,200,000 | |||||||||||
Dominion Bridgeport FuelCell Park [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Restricted cash and cash equivalents - long-term | $ 15,000,000 | 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||||
Restricted cash and cash equivalents - long-term service agreement | 15 years | |||||||||||||
Dominion Bridgeport FuelCell Park [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Significant customer revenue percentage | 3.00% | 11.00% | 6.00% | |||||||||||
Hanyang Industrial Development Co., Ltd [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Number of MW awarded | MW | 20 | |||||||||||||
Contract to sell fuel cell plants | MW | 20 | |||||||||||||
Project represented value of contract | $ 70,000,000 | |||||||||||||
Hanyang Industrial Development Co., Ltd [Member] | Electricity [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Revenue | $ 39,000,000 | $ 31,000,000 | ||||||||||||
[1] | Activity in the accrued product warranty costs for the years ended October 31, 2018 and 2017 included additions for estimates of future warranty obligations of $0.4 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.6 million and $0.8 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | |||||||||||||
[2] | Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Significant Accounting Policies - Percent of Customer Consolidated Revenues (Details) - Sales Revenue Net [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 84.00% | 78.00% | 75.00% |
Hanyang Industrial Development Co., LTD [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 35.00% | 40.00% | 0.00% |
POSCO Energy [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 5.00% | 6.00% | 48.00% |
Clearway Energy (formerly NRG Yield, Inc.) [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 15.00% | 0.00% | 0.00% |
AEP Onsite Partners, LLC [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 10.00% | 0.00% | 0.00% |
U.S. Department of Energy [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 8.00% | 9.00% | 8.00% |
ExxonMobil [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 6.00% | 9.00% | 3.00% |
Dominion Bridgeport FuelCell Park [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 3.00% | 11.00% | 6.00% |
Avangrid Holdings (through its various subsidiaries) [Member] | |||
Concentration Risk [Line Items] | |||
Significant customer revenue percentage | 2.00% | 3.00% | 10.00% |
Restructuring - Additional Info
Restructuring - Additional Information (Details) | Nov. 30, 2016MW | Nov. 29, 2016MW | Oct. 31, 2018USD ($)Rate | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) |
Restructuring And Related Activities [Abstract] | |||||
Business restructuring, date | Nov. 30, 2016 | ||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 96 | ||||
Restructuring and Related Cost, Number of Positions Eliminated, Inception to Date Percent | Rate | 17.00% | ||||
Restructuring activity, production rate | MW | 25 | 50 | |||
Restructuring Charges | $ | $ 0 | $ 1,355,000 | $ 0 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 | |
Receivables [Abstract] | |||
Contract receivable | $ 7,415 | $ 41,073 | |
Unbilled contracts receivables | [1] | 10,632 | 18,162 |
Commercial customers accounts receivable | 18,047 | 59,235 | |
Advanced Technologies including U.S. government, Amount billed receivable | 1,865 | 1,934 | |
Advanced Technologies including U.S. government, Unbilled receivables | 3,127 | 7,352 | |
Advanced Technologies including U.S. government, Accounts receivable | [2] | 4,992 | 9,286 |
Accounts receivable, net | $ 23,039 | $ 68,521 | |
[1] | Additional long-term unbilled receivables of $9.4 million and $12.8 million are included within “Other Assets” as of October 31, 2018 and 2017, respectively. | ||
[2] | Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2018 and 2017 were $2.3 million and $3.2 million, respectively. |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) (Parenthetical) - USD ($) $ in Millions | Oct. 31, 2018 | Oct. 31, 2017 |
Accounts Notes And Loans Receivable [Line Items] | ||
Long-term investments and receivables, net | $ 9.4 | $ 12.8 |
Government [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
U.S. government accounts receivable, including unbilled receivables | $ 2.3 | $ 3.2 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Accounts Notes And Loans Receivable [Line Items] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 160 | $ 79 |
POSCO Energy [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 1,600 | 6,200 |
NRG Energy, Inc. [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | $ 2,200 | $ 100 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 24,467 | $ 20,065 | |
Work-in-process | [1] | 29,108 | 54,431 |
Inventories | $ 53,575 | $ 74,496 | |
[1] | Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process as of October 31, 2018 and 2017 is $19.0 million and $46.3 million, respectively, of completed standard components. |
Inventories - Components of I_2
Inventories - Components of Inventories (Parenthetical) (Details) - USD ($) $ in Millions | Oct. 31, 2018 | Oct. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Completed Standard Component | $ 19 | $ 46.3 |
Project Assets - Additional Inf
Project Assets - Additional Information (Details) $ in Thousands | Aug. 28, 2018USD ($) | Apr. 05, 2018USD ($) | Oct. 31, 2018USD ($)ProjectAsset | Oct. 31, 2017USD ($)ProjectAsset | Oct. 31, 2016USD ($) |
Project Assets [Abstract] | |||||
Long-term project assets | $ 99,600 | $ 73,001 | |||
Number of project assets | ProjectAsset | 5 | 5 | |||
Sale leaseback transaction, net book value | $ 28,600 | $ 32,100 | |||
Long-term project assets construction in progress | 71,000 | 40,900 | |||
Project revenue | $ 9,200 | $ 10,800 | |||
Reduction in project assets relating to sale | $ 8,000 | $ 9,800 | |||
Impairment on project asset | 500 | 0 | $ 0 | ||
Depreciation expense | $ 4,100 | $ 4,100 | $ 700 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 135,223 | $ 128,274 |
Accumulated depreciation | (87,019) | (84,709) |
Property, plant and equipment, net | 48,204 | 43,565 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 524 | 524 |
Building and Building Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 19,674 | 9,331 |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 26 years | |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 93,356 | 91,680 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 8 years | |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,958 | 3,576 |
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,711 | $ 23,163 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Oct. 31, 2018USD ($)ft² | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ | $ 4.6 | $ 4.4 | $ 4.3 |
Torrington, Connecticut [Member] | |||
Property Plant And Equipment [Line Items] | |||
Area of existing of manufacturing facility | 65,000 | ||
Area of expansion of manufacturing facility | 102,000 | ||
Area of manufacturing facility | 167,000 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 4,075,000 | $ 4,075,000 |
Intangible assets | 9,592,000 | $ 9,592,000 |
Goodwill and intangible assets, impairment | $ 0 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||
Advance payments to vendors | [1] | $ 2,696 | $ 1,035 |
Deferred finance costs | [2] | 97 | 129 |
Prepaid expenses and other | [3] | 5,799 | 5,407 |
Other current assets | $ 8,592 | $ 6,571 | |
[1] | Advance payments to vendors relate to payments for inventory purchases ahead of receipt. | ||
[2] | Represents the current portion of direct deferred finance costs that relate primarily to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility. | ||
[3] | Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Current Assets - Schedu_2
Other Current Assets - Schedule of Other Current Assets (Parenthetical) (Details) - NRG Energy, Inc. [Member] | 12 Months Ended |
Oct. 31, 2018USD ($) | |
Other Current Assets [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 |
Line of credit facility, expiration period | 5 years |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 | |
Other Assets Noncurrent [Abstract] | |||
Long-term unbilled receivables | [1] | $ 9,385 | $ 12,806 |
Deferred finance costs | [2] | 0 | 97 |
Long-term stack residual value | [3] | 1,206 | 987 |
Other | [4] | 2,914 | 2,627 |
Other assets | $ 13,505 | $ 16,517 | |
[1] | Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from the balance sheet date. | ||
[2] | Represents the long-term portion of direct deferred finance costs relating to the Company’s loan facility with NRG which is being amortized over the five-year life of the facility. | ||
[3] | Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. | ||
[4] | The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power plants at the end of the term of the agreement. The amounts are payable in installments over the term of the agreement and the total paid as of October 31, 2018 and 2017 was $2.0 million and $1.6 million, respectively. Also included within “Other” are long-term security deposits. |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Assets (Parenthetical) (Details) $ in Millions | 12 Months Ended | ||
Oct. 31, 2018USD ($) | Oct. 31, 2017USD ($) | Jun. 29, 2016Customer | |
Other Assets Noncurrent [Abstract] | |||
Deferred finance costs amortization period | 5 years | ||
Number of customers under agreement | Customer | 1 | ||
Contractual Obligation | $ | $ 2 | $ 1.6 |
Accounts Payable - Additional I
Accounts Payable - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Schedule Of Accounts Payable [Line Items] | ||
Accounts payable | $ 22,594 | $ 42,616 |
POSCO Energy [Member] | ||
Schedule Of Accounts Payable [Line Items] | ||
Accounts Payable, Related Parties, Current | $ 7,200 | $ 32,700 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 | |
Accrued Liabilities Current [Abstract] | |||
Accrued payroll and employee benefits | $ 2,550 | $ 5,315 | |
Accrued contract loss | 37 | ||
Accrued product warranty costs | [1] | 147 | 348 |
Accrued material purchases | [2] | 2,396 | |
Accrued service agreement costs | [3] | 2,029 | 3,319 |
Contractual milestone billings for inventory | [4] | 4,440 | |
Accrued legal, taxes, professional and other | 2,906 | 2,526 | |
Accrued liabilities | $ 7,632 | $ 18,381 | |
[1] | Activity in the accrued product warranty costs for the years ended October 31, 2018 and 2017 included additions for estimates of future warranty obligations of $0.4 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.6 million and $0.8 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | ||
[2] | The Company acts as a procurement agent for POSCO Energy under an Integrated Global Supply Chain Agreement whereby the Company procures materials on POSCO Energy’s behalf for its Asian production facility. This liability represents amounts received for the purchase of materials on behalf of POSCO Energy. Amounts due to vendors are recorded as “Accounts payable.” | ||
[3] | Activity in service agreement costs represents a decrease in loss accruals on service contracts of $0.2 million from $1.1 million as of October 31, 2017 to $0.9 million as of October 31, 2018. The accruals for performance guarantees also decreased from $2.2 million as of October 31, 2017 to $1.1 million as of October 31, 2018 resulting from guarantee payments to customers partially offset by additional accruals for the minimum output falling below the contract requirements for certain service agreements. | ||
[4] | Amount represented contractual milestone billings for inventory that was provided to POSCO Energy under a transaction that did not result in revenue recognition. |
Schedule of Accrued Liabiliti_2
Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Accrued Liabilities Current [Abstract] | ||
Product warranty accrual, warranties issued | $ 0.4 | $ 0.6 |
Product warranty accrual, payment and adjustments | 0.6 | 0.8 |
Loss reserve on service agreements | 0.9 | 1.1 |
Increase in reserve for service agreement costs | 0.2 | |
Reserve for performance guarantees | $ 1.1 | $ 2.2 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Mar. 28, 2018 | Oct. 31, 2017 |
Debt Instrument [Line Items] | |||
Capitalized lease obligations | $ 341 | $ 632 | |
Deferred finance costs | (1,311) | (1,344) | |
Total debt | 87,878 | 87,791 | |
Current portion of long-term debt | (17,596) | (28,281) | |
Long-term debt | 70,282 | 59,510 | |
Hercules Capital, Inc. [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 25,343 | $ 11,900 | 21,468 |
State of Connecticut Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 10,000 | 10,000 | |
Finance Obligation for Sale-Lease Back Transactions [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 46,062 | 46,937 | |
Connecticut Green Bank Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 6,052 | 6,052 | |
Connecticut Development Authority Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 284 | 2,349 | |
New Britain Renewable Energy Member [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 1,107 | $ 1,697 |
Debt - Aggregate Annual Princip
Debt - Aggregate Annual Principal Payments under Loan Agreements and Capital Lease Obligations (Details) $ in Thousands | Oct. 31, 2018USD ($) | |
Debt [Abstract] | ||
Year 1 | $ 17,908 | |
Year 2 | 17,174 | |
Year 3 | 4,064 | |
Year 4 | 4,089 | |
Year 5 | 4,640 | |
Thereafter | 16,481 | [1] |
Debt and Capital Leases, Future Minimum Payments Due | $ 64,356 | |
[1] | The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2018 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 30, 2018 | Jun. 14, 2018 | Mar. 28, 2018USD ($) | Jan. 31, 2018 | Oct. 31, 2018USD ($)Employee | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | Apr. 01, 2020USD ($) | Oct. 01, 2018USD ($) | Nov. 30, 2016USD ($) | Apr. 30, 2016USD ($) | Nov. 30, 2015USD ($) | Mar. 05, 2013USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from Issuance of Debt | $ 13,091,000 | $ 17,877,000 | $ 85,935,000 | ||||||||||
Lease payment term | 36 months | ||||||||||||
Hercules Capital, Inc. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | $ 25,000,000 | |||||||||||
Proceeds from Issuance of Debt | $ 20,000,000 | ||||||||||||
Term of loan | 30 months | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 10.65% | 10.40% | 10.15% | 9.90% | |||||||||
Other Deductions and Charges | $ 1,700,000 | $ 1,700,000 | |||||||||||
Loan Advance | $ 13,100,000 | ||||||||||||
Long-term Line of Credit | $ 11,900,000 | $ 25,343,000 | $ 21,468,000 | ||||||||||
Term Loan Maturity Date | Apr. 1, 2020 | ||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||||
Hercules Capital, Inc. [Member] | Series C Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, amendment description | As collateral for obligations under Hercules Agreement, the Company granted Hercules a security interest in FuelCell Energy, Inc.’s existing and thereafter-acquired assets except for intellectual property and certain other excluded assets. The collateral does not include assets held by FuelCell Energy Finance, LLC (“FuelCell Finance”) or any project subsidiary thereof. The Company may continue to collateralize and finance its project subsidiaries through other lenders and partners. Under the Hercules Agreement, as amended, there is a minimum cash covenant which requires the Company to maintain an unrestricted cash balance in accounts subject to an account control agreement in favor of Hercules of at least the greater of (a) 75% of the outstanding loan balance plus (b) the amount of accounts payable (as defined under GAAP) not paid within 90 days of the invoice date. The Hercules Agreement, as amended, contains customary representations and warranties, affirmative and negative covenants, and events of default that entitle Hercules to cause our indebtedness under the agreement to become immediately due and payable. | ||||||||||||
Cash covenant minimum required percentage of unrestricted cash balance on outstanding loan balance and accounts payable | 75.00% | ||||||||||||
Hercules Capital, Inc. [Member] | Scenario Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Other Deductions and Charges | $ 900,000 | ||||||||||||
Hercules Capital, Inc. [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 9.75% | ||||||||||||
Hercules Capital, Inc. [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 10.00% | ||||||||||||
State of Connecticut [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term of loan | 15 years | ||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | $ 10,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||
Number of targeted connecticut employees | Employee | 703 | ||||||||||||
Number of employees committed to hire | Employee | 100 | ||||||||||||
Number of connecticut Employees | Employee | 452 | ||||||||||||
Promossiory note payable for each employee under 703 employee target | $ 14,000 | ||||||||||||
CT Department of Economic & Community Development [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | ||||||||||||
PNC Energy Capital, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Line of Credit | 46,900,000 | 46,100,000 | |||||||||||
Connecticut Green Bank Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900,000 | ||||||||||||
Long-term Line of Credit | 6,052,000 | 6,052,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||
Connecticut Development Authority Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Line of Credit | $ 284,000 | 2,349,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||
Collateralized Agreements | $ 4,000,000 | ||||||||||||
Webster Bank Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 5.00% | ||||||||||||
Notes Payable to Bank, Current | $ 1,100,000 | 1,700,000 | $ 2,300,000 | ||||||||||
NRG Energy, Inc. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | ||||||||||||
Proceeds from Issuance of Debt | 0 | 0 | |||||||||||
Long-term Line of Credit | $ 0 | $ 0 | |||||||||||
NRG Energy, Inc. [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 8.00% | ||||||||||||
Optional project financing term | 5 years | ||||||||||||
NRG Energy, Inc. [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range | 8.50% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Jun. 13, 2018 | May 03, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2018 | Dec. 14, 2017 |
Stockholders' Equity Note | |||||||
Common stock, shares authorized | 225,000,000 | 125,000,000 | 75,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock price per share | $ 1.86 | ||||||
Excess percentage of common shares outstanding | 19.90% | ||||||
Series C Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of Warrant or Right, Outstanding | 11,569,364 | 11,580,900 | |||||
Series D Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of Warrant or Right, Outstanding | 2,584,174 | ||||||
Series A Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.83 | ||||||
Class of Warrant or Right, Outstanding | 7,680,000 | ||||||
Series B Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
Class of Warrant or Right, Outstanding | 4,926,000 | 3,826,000 | |||||
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | |||||||
Stockholders' Equity Note | |||||||
Percentage of sales commission | 3.00% | ||||||
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | Maximum [Member] | |||||||
Stockholders' Equity Note | |||||||
Aggregate offering price | $ 50,000,000 | ||||||
Underwritten Public Offering [Member] | |||||||
Stockholders' Equity Note | |||||||
Stock issued during period, shares, new issues | 12,000,000 | ||||||
Gross proceeds from common stock and warrants | $ 15,400,000 | ||||||
Common stock price per share | $ 1.28 | ||||||
Net proceeds from common stock and warrants | $ 13,900,000 | ||||||
Underwritten Public Offering [Member] | Series C Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of warrants or rights issued | 12,000,000 | ||||||
Warrants issued, price per share | $ 1.28 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.60 | ||||||
Class of warrant or right term | 5 years | ||||||
Underwritten Public Offering [Member] | Series D Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Class of warrants or rights issued | 12,000,000 | ||||||
Warrants issued, price per share | $ 1.28 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.28 | ||||||
Class of warrant or right term | 1 year | ||||||
Common Stock [Member] | |||||||
Stockholders' Equity Note | |||||||
Stock issued during period, shares, new issues | 5,715,180 | 7,245,430 | 6,023,372 | ||||
Stock issued during period on sales agreement | $ 12,600,000 | $ 36,100,000 | |||||
Sale of common stock net of fees | $ 100,000 | $ 100,000 | |||||
Common Stock [Member] | Series C Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Stock issued during period, shares, new issues | 11,536 | ||||||
Net proceeds from common stock and warrants | $ 20,000 | ||||||
Common Stock [Member] | Series D Warrants [Member] | |||||||
Stockholders' Equity Note | |||||||
Stock issued during period, shares, new issues | 2,584,174 | ||||||
Net proceeds from common stock and warrants | $ 3,300,000 | ||||||
Common Stock [Member] | At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | |||||||
Stockholders' Equity Note | |||||||
Stock issued during period, shares, new issues | 5,700,000 | ||||||
Stock issued during period on sales agreement | $ 8,000,000 | ||||||
Sale of common stock net of fees | $ 900,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) | 12 Months Ended |
Oct. 31, 2018shares | |
Series A Warrant [Member] | |
Class of Warrant or Right, Outstanding | 7,680,000 |
Class of Warrant or Right, Outstanding | 7,680,000 |
Series C Warrants [Member] | |
Class of Warrant or Right, Outstanding | 11,580,900 |
Common stock issued during period, warrants exercised | (11,536) |
Class of Warrant or Right, Outstanding | 11,569,364 |
Series D Warrants [Member] | |
Class of Warrant or Right, Outstanding | 2,584,174 |
Common stock issued during period, warrants exercised | (2,584,174) |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Details) | Dec. 01, 2018USD ($)Installment | Aug. 27, 2018$ / sharesshares | Nov. 01, 2017USD ($)Installment | Oct. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Oct. 31, 2018USD ($)TradingDay$ / sharesshares | Oct. 31, 2018CAD ($)TradingDayshares | Oct. 31, 2017USD ($)$ / sharesshares | Oct. 31, 2017CAD ($)shares | Oct. 31, 2016USD ($)shares | Oct. 31, 2016CAD ($)shares | Dec. 31, 2020CAD ($) | Jan. 02, 2019$ / shares | Oct. 31, 2018CAD ($)$ / sharesshares | Aug. 29, 2018shares | Aug. 26, 2018$ / shares | Oct. 31, 2017CAD ($)shares |
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | shares | 250,000 | 250,000 | 250,000 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Derivative liability, fair value, gross liability | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Sale of common stock (in shares) | shares | 5,715,180 | 5,715,180 | 7,245,430 | 7,245,430 | 6,023,372 | 6,023,372 | |||||||||||||
Installment Conversion of Series C Preferred Stock to Common Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 20,200,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | shares | 105,875 | 105,875 | 105,875 | 105,875 | 105,875 | ||||||||||||||
Preferred stock, dividend rate, percentage | 5.00% | 5.00% | |||||||||||||||||
Preferred stock sale of shares | shares | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | ||||||||||||||
Number of consecutive trading days | TradingDay | 30 | 30 | |||||||||||||||||
Preferred stock shares outstanding | shares | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | ||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 59,857,000 | $ 59,857,000 | $ 59,857,000 | ||||||||||||||||
Preferred shares, dividends declared | $ / shares | $ 50 | ||||||||||||||||||
Preferred shares voting rights | no voting rights | no voting rights | |||||||||||||||||
Preferred stock, liquidation preference per share | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||
Dividends, preferred stock, cash | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | ||||||||||||||||
Cumulative unpaid dividends | $ 0 | 0 | 0 | ||||||||||||||||
Payment on junior shares | 0 | 0 | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 64,020,000 | $ 64,020,000 | 64,020,000 | ||||||||||||||||
Shares of common stock issued upon conversion | shares | 7.0922 | 7.0922 | 7.0922 | ||||||||||||||||
Stock conversion price | $ / shares | $ 141 | $ 141 | |||||||||||||||||
Percent of conversion price to exceed to exercise conversion right | 150.00% | 150.00% | 150.00% | ||||||||||||||||
Number of trading days | TradingDay | 20 | 20 | |||||||||||||||||
Percentage of voting rights | 50.00% | 50.00% | 50.00% | ||||||||||||||||
Consecutive number of years | 2 years | 2 years | |||||||||||||||||
Percentage of aggregate voting power | 100.00% | 100.00% | |||||||||||||||||
Percentage of conversion price | 105.00% | 105.00% | |||||||||||||||||
Discount on market price of shares of common stock | 5.00% | 5.00% | 5.00% | ||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of consecutive trading days | TradingDay | 10 | 10 | |||||||||||||||||
Number of trading days | TradingDay | 5 | 5 | |||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of consideration excluding cash payments for fractional shares | 90.00% | 90.00% | |||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 15.00% | 15.00% | |||||||||||||||||
Preferred stock sale of shares | shares | 30,680 | ||||||||||||||||||
Conversion of stock conversion price | $ / shares | $ 1.38 | $ 1.38 | |||||||||||||||||
Proceeds from Issuance of preferred stock | $ 25,317,000 | $ 0 | 0 | ||||||||||||||||
Conversion right description | The Series D Preferred Shares are convertible into shares of the Company’s common stock, subject to the requirements of Nasdaq Listing Rule 5635(d), and the beneficial ownership limitation provided in the Series D Certificate of Designation, at a conversion price equal to $1.38 per share of common stock, subject to adjustment as provided in the Series D Certificate of Designation, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at prices below $1.38 per share, in certain types of transactions. | The Series D Preferred Shares are convertible into shares of the Company’s common stock, subject to the requirements of Nasdaq Listing Rule 5635(d), and the beneficial ownership limitation provided in the Series D Certificate of Designation, at a conversion price equal to $1.38 per share of common stock, subject to adjustment as provided in the Series D Certificate of Designation, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at prices below $1.38 per share, in certain types of transactions. | |||||||||||||||||
Threshold percentage of reserved for issuance of common stock issuable upon conversion | 150.00% | 150.00% | |||||||||||||||||
Common stock consecutive trading day | TradingDay | 10 | 10 | |||||||||||||||||
Repayment percentage of installment amount | 108.00% | 108.00% | |||||||||||||||||
Preferred shares, triggering event redemption terms | Redemption Upon a Triggering Event. In the event of a triggering event (as defined in the Series D Certificate of Designation and summarized above), the holders of Series D Preferred Shares may require the Company to redeem such Series D Preferred Shares in cash at a price equal to the greater of (a) 125% of the stated value of the Series D Preferred Shares being redeemed plus accrued dividends, if any, and (b) the market value of the number of shares issuable on conversion of the Series D Preferred Shares, valued at the greatest closing sales price during the period from the date immediately before the triggering event through the date the Company makes the redemption payment. | Redemption Upon a Triggering Event. In the event of a triggering event (as defined in the Series D Certificate of Designation and summarized above), the holders of Series D Preferred Shares may require the Company to redeem such Series D Preferred Shares in cash at a price equal to the greater of (a) 125% of the stated value of the Series D Preferred Shares being redeemed plus accrued dividends, if any, and (b) the market value of the number of shares issuable on conversion of the Series D Preferred Shares, valued at the greatest closing sales price during the period from the date immediately before the triggering event through the date the Company makes the redemption payment. | |||||||||||||||||
Redemption pice percentage | 125.00% | 125.00% | |||||||||||||||||
Preferred shares, change of control, redemption terms | Redemption Upon a Change of Control. In the event of a change of control, as defined in the Series D Certificate of Designation, the holders of Series D Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125%, (b) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the greatest closing sale price of the common stock on any Trading Day during the period commencing immediately preceding the earlier to occur of (1) the consummation of the applicable change of control and (2) the public announcement of such change of control and ending on the date such holder delivers the change of control redemption notice, by (B) the conversion price then in effect and (c) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the aggregate value of the cash and non-cash consideration per share of common stock being paid to holders of common stock in the change of control transaction by (B) the conversion price then in effect. Redemptions of the Series D Preferred Shares required under the Series D Certificate of Designation in connection with a change of control will have priority over payments to all other stockholders of the Company in connection with such change of control. | Redemption Upon a Change of Control. In the event of a change of control, as defined in the Series D Certificate of Designation, the holders of Series D Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125%, (b) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the greatest closing sale price of the common stock on any Trading Day during the period commencing immediately preceding the earlier to occur of (1) the consummation of the applicable change of control and (2) the public announcement of such change of control and ending on the date such holder delivers the change of control redemption notice, by (B) the conversion price then in effect and (c) the product of (i) the conversion amount being redeemed multiplied by (ii) the quotient determined by dividing (A) the aggregate value of the cash and non-cash consideration per share of common stock being paid to holders of common stock in the change of control transaction by (B) the conversion price then in effect. Redemptions of the Series D Preferred Shares required under the Series D Certificate of Designation in connection with a change of control will have priority over payments to all other stockholders of the Company in connection with such change of control. | |||||||||||||||||
Preferred stock, participation rights | Limited Voting Rights. The holders of Series D Preferred Shares have no voting rights, except as required by law; provided, however, that any amendment to the Company’s certificate of incorporation or bylaws or the Series D Certificate of Designation that adversely affects the powers, preferences and rights of the Series D Preferred Stock requires the approval of the holders of a majority of the Series D Preferred Shares then outstanding. Participation Rights. Until August 29, 2019, the holders of the Series D Preferred Shares have the right to receive notice of and to participate in any offering, issuance or sale of equity or equity-equivalent securities by the Company or its subsidiaries, other than issuances under certain employee benefit plans, upon the conversion of certain options or other convertible securities, or pursuant to certain acquisitions or strategic transactions. Pursuant to such participation rights, the Company must offer to issue and sell to such holders at least 35% of the offered securities. | Limited Voting Rights. The holders of Series D Preferred Shares have no voting rights, except as required by law; provided, however, that any amendment to the Company’s certificate of incorporation or bylaws or the Series D Certificate of Designation that adversely affects the powers, preferences and rights of the Series D Preferred Stock requires the approval of the holders of a majority of the Series D Preferred Shares then outstanding. Participation Rights. Until August 29, 2019, the holders of the Series D Preferred Shares have the right to receive notice of and to participate in any offering, issuance or sale of equity or equity-equivalent securities by the Company or its subsidiaries, other than issuances under certain employee benefit plans, upon the conversion of certain options or other convertible securities, or pursuant to certain acquisitions or strategic transactions. Pursuant to such participation rights, the Company must offer to issue and sell to such holders at least 35% of the offered securities. | |||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 27,392,000 | $ 27,392,000 | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 30,680,000 | $ 30,680,000 | |||||||||||||||||
Series D Preferred Stock [Member] | Volume Weighted Average Price [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of common stock on trading day immediately prior to applicable installment date | 87.50% | 87.50% | |||||||||||||||||
Series D Preferred Stock [Member] | Arithmetic Average Of Two Lowest Volume Weighted Average Price [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of common stock on trading day immediately prior to applicable installment date | 87.50% | 87.50% | |||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock redemption maturity date | Mar. 1, 2020 | ||||||||||||||||||
Number of preferred stock redemption equal installments | Installment | 31 | ||||||||||||||||||
Redemption of preferred shares in installments, each installment amount | $ 989,677 | ||||||||||||||||||
Series D Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, conversion basis, stock issuance, threshold percentage of outstanding voting stock | 20.00% | 20.00% | 20.00% | ||||||||||||||||
Preferred stock, percentage of offered securities | 35.00% | 35.00% | |||||||||||||||||
Series D Preferred Stock [Member] | Convertible Preferred Offering [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Conversion terms, increase beneficial ownership limitation percentage upon notice periods | 60 days | 60 days | |||||||||||||||||
Percentage of lowest volume weighted average price of common stock considered as conversion price | 85.00% | 85.00% | |||||||||||||||||
Series D Preferred Stock [Member] | Convertible Preferred Offering [Member] | Minimum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Conversion terms, beneficial ownership limitation, percentage | 4.99% | 4.99% | |||||||||||||||||
Conversion terms, prior receiving beneficial ownership, percentage | 19.90% | 19.90% | |||||||||||||||||
Series D Preferred Stock [Member] | Convertible Preferred Offering [Member] | Maximum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Conversion terms, beneficial ownership increase, percentage | 9.99% | 9.99% | |||||||||||||||||
Series D Preferred Stock [Member] | Convertible Preferred Offering [Member] | Oppenheimer & Co [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||||||||||
Preferred stock sale of shares | shares | 30,680 | ||||||||||||||||||
Preferred stock, initial convertibel shares | shares | 22,231,884 | ||||||||||||||||||
Conversion of stock conversion price | $ / shares | $ 1.38 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 15.00% | 15.00% | |||||||||||||||||
Conversion of stock conversion price | $ / shares | 1.50 | $ 1.50 | $ 1.50 | $ 1.84 | $ 1.84 | ||||||||||||||
Proceeds from Issuance of preferred stock | $ 0 | $ 27,866,000 | 0 | ||||||||||||||||
Preferred stock redemption maturity date | Mar. 1, 2019 | Mar. 1, 2019 | |||||||||||||||||
Number of preferred stock redemption equal installments | Installment | 33 | ||||||||||||||||||
Redemption of preferred shares in installments, each installment amount | $ 1,000,000 | ||||||||||||||||||
Common stock consecutive trading day | TradingDay | 10 | 10 | |||||||||||||||||
Repayment percentage of installment amount | 108.00% | 108.00% | |||||||||||||||||
Preferred shares, triggering event redemption terms | Redemption. In the event of a triggering event, as defined in the Series C Certificate of Designations, the holders of the Series C Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125% and (b) the product of (i) the conversion rate with respect to the conversion amount in effect at such time as such holder delivers a triggering event redemption notice multiplied by (ii) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire payment required. | Redemption. In the event of a triggering event, as defined in the Series C Certificate of Designations, the holders of the Series C Preferred Shares can force redemption at a price equal to the greater of (a) the conversion amount to be redeemed multiplied by 125% and (b) the product of (i) the conversion rate with respect to the conversion amount in effect at such time as such holder delivers a triggering event redemption notice multiplied by (ii) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire payment required. | |||||||||||||||||
Redemption pice percentage | 125.00% | 125.00% | |||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 7,480,000 | $ 7,480,000 | 27,700,000 | ||||||||||||||||
Convertible preferred stock, converted into common stock | shares | 24,308 | 24,308 | |||||||||||||||||
Adjusted conversion price | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||
Preferred stock deemed dividends | $ 958,000 | $ 939,000 | $ 4,199,000 | $ 3,463,000 | $ 9,559,000 | 0 | $ 0 | ||||||||||||
Preferred stock redemption terms | Installment Payments. On November 1, 2017 and on the sixteenth day and first day of each calendar month thereafter until March 1, 2019, subject to extension in certain circumstances (the “Series C Maturity Date”), inclusive, the Company will redeem the stated value of Series C Preferred Shares in thirty-three equal installments of approximately $1.0 million (each bimonthly amount, a “Series C Installment Amount” and the date of each such payment, a “Series C Installment Date”). The holders will have the ability to defer installment payments, but not beyond the Series C Maturity Date. In addition, during each period commencing on the 11th trading day prior to a Series C Installment Date and prior to the immediately subsequent Series C Installment Date, the holders may elect to accelerate the conversion of Series C Preferred Shares at the then applicable installment conversion price, provided that the holders may not elect to effect any such acceleration during such installment period if either (a) in the aggregate, all the accelerations in such installment period exceed the sum of three other Series C Installment Amounts, or (b) the number of Series C Preferred Shares subject to prior accelerations exceeds in the aggregate twelve Series C Installment Amounts. | Installment Payments. On November 1, 2017 and on the sixteenth day and first day of each calendar month thereafter until March 1, 2019, subject to extension in certain circumstances (the “Series C Maturity Date”), inclusive, the Company will redeem the stated value of Series C Preferred Shares in thirty-three equal installments of approximately $1.0 million (each bimonthly amount, a “Series C Installment Amount” and the date of each such payment, a “Series C Installment Date”). The holders will have the ability to defer installment payments, but not beyond the Series C Maturity Date. In addition, during each period commencing on the 11th trading day prior to a Series C Installment Date and prior to the immediately subsequent Series C Installment Date, the holders may elect to accelerate the conversion of Series C Preferred Shares at the then applicable installment conversion price, provided that the holders may not elect to effect any such acceleration during such installment period if either (a) in the aggregate, all the accelerations in such installment period exceed the sum of three other Series C Installment Amounts, or (b) the number of Series C Preferred Shares subject to prior accelerations exceeds in the aggregate twelve Series C Installment Amounts. | |||||||||||||||||
Preferred shares voting rights | no voting rights | no voting rights | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 8,992,000 | $ 8,992,000 | $ 33,300,000 | ||||||||||||||||
Series C Preferred Stock [Member] | Volume Weighted Average Price [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of common stock on trading day immediately prior to applicable installment date | 87.50% | 87.50% | |||||||||||||||||
Series C Preferred Stock [Member] | Arithmetic Average Of Two Lowest Volume Weighted Average Price [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of common stock on trading day immediately prior to applicable installment date | 87.50% | 87.50% | |||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Adjusted conversion price | $ / shares | $ 0.434 | ||||||||||||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock sale of shares | shares | 8,992 | 8,992 | 33,300 | 8,992 | 33,300 | ||||||||||||||
Conversion of stock conversion price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||||||||
Proceeds from Issuance of preferred stock | $ 27,900,000 | ||||||||||||||||||
Conversion right description | Conversion Rights. As of October 31, 2018, the Series C Preferred Shares were convertible into shares of common stock subject to the beneficial ownership limitations provided in the Series C Certificate of Designations, at a conversion price equal to $1.50 per share. The conversion price is subject to adjustment as provided in the Series C Certificate of Designations, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at variable prices below the conversion price then in effect. In the event of a triggering event, as defined in the Series C Certificate of Designations, the Series C Preferred Shares are convertible into shares of common stock at a conversion price equal to the lower of the conversion price then in effect and 85% of the lowest VWAP of the common stock of the five trading days immediately prior to delivery of the applicable conversion notice. The holders will be prohibited from converting Series C Preferred Shares into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 8.99% of the total number of shares of common stock then issued and outstanding. Each holder has the right to increase its maximum percentage up to 9.99% upon 60 days’ notice to the Company. | Conversion Rights. As of October 31, 2018, the Series C Preferred Shares were convertible into shares of common stock subject to the beneficial ownership limitations provided in the Series C Certificate of Designations, at a conversion price equal to $1.50 per share. The conversion price is subject to adjustment as provided in the Series C Certificate of Designations, including adjustments if the Company sells shares of common stock or equity securities convertible into or exercisable for shares of common stock, at variable prices below the conversion price then in effect. In the event of a triggering event, as defined in the Series C Certificate of Designations, the Series C Preferred Shares are convertible into shares of common stock at a conversion price equal to the lower of the conversion price then in effect and 85% of the lowest VWAP of the common stock of the five trading days immediately prior to delivery of the applicable conversion notice. The holders will be prohibited from converting Series C Preferred Shares into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 8.99% of the total number of shares of common stock then issued and outstanding. Each holder has the right to increase its maximum percentage up to 9.99% upon 60 days’ notice to the Company. | |||||||||||||||||
Conversion terms, increase beneficial ownership limitation percentage upon notice periods | 60 days | 60 days | |||||||||||||||||
Percentage of lowest volume weighted average price of common stock considered as conversion price | 85.00% | 85.00% | |||||||||||||||||
Aggregate number of shares issued | shares | 33,500 | 33,500 | |||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Preferred stock, stated value per share | $ / shares | 1,000 | ||||||||||||||||||
Preferred stock price per share | $ / shares | $ 895.52 | ||||||||||||||||||
Gross proceeds from sale of preferred stock | $ 30,000,000 | ||||||||||||||||||
Preferred stock shares outstanding | shares | 8,992 | 8,992 | 33,300 | 8,992 | 33,300 | ||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 7,500,000 | $ 7,500,000 | $ 27,700,000 | ||||||||||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | Minimum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Conversion terms, beneficial ownership limitation, percentage | 8.99% | 8.99% | |||||||||||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | Maximum [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Conversion terms, beneficial ownership increase, percentage | 9.99% | 9.99% | |||||||||||||||||
Class A Cumulative Redeemable Exchangeable Preferred Shares [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 1.25% | 1.25% | |||||||||||||||||
Preferred stock shares outstanding | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Cumulative unpaid dividends | $ 12,500,000 | $ 12,500,000 | |||||||||||||||||
Payments of dividends | $ 500,000 | ||||||||||||||||||
Return of capital payments | 750,000 | ||||||||||||||||||
Return of capital and dividend payments | 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||
Interest expense, other | $ 2,800,000 | $ 2,600,000 | $ 2,400,000 | ||||||||||||||||
Carrying value of preferred shares, total | $ 15,900,000 | $ 15,900,000 | $ 15,100,000 | $ 20,900,000 | $ 19,400,000 | ||||||||||||||
Percent calculated on weighted average price of common shares | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in U.S. dollars | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in U.S. dollars | |||||||||||||||||
Percent of common stock price | 95.00% | 95.00% | |||||||||||||||||
Preferred stock, redemption price per share | $ / shares | $ 25 | ||||||||||||||||||
Preferred stock exchange right per common stock share | $ 1,664.52 | ||||||||||||||||||
Class A Cumulative Redeemable Exchangeable Preferred Shares [Member] | Scenario, Forecast [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Accrued and unpaid dividend obligation | $ 21,100,000 | ||||||||||||||||||
Preferred stock, redemption amount | $ 4,400,000 | ||||||||||||||||||
Assumed Class A Cumulative Redeemable Exchangeable Preferred Shares [Member] | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.85 | $ 0.85 | |||||||||||||||||
Exchange rate | 1.31 | ||||||||||||||||||
Sale of common stock (in shares) | shares | 4,192,221 | 4,192,221 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Oct. 31, 2017USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Oct. 31, 2018USD ($)Segment | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | |
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Number of identified business segment | Segment | 1 | ||||||||||
Revenue | $ 17,884 | $ 12,110 | $ 20,830 | $ 38,613 | $ 47,889 | $ 10,358 | $ 20,417 | $ 17,002 | $ 89,437 | $ 95,666 | $ 108,252 |
Service Agreement [Member} | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenue | $ 13,500 | $ 24,400 | $ 26,600 |
Segment Information - Revenues
Segment Information - Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 17,884 | $ 12,110 | $ 20,830 | $ 38,613 | $ 47,889 | $ 10,358 | $ 20,417 | $ 17,002 | $ 89,437 | $ 95,666 | $ 108,252 |
UNITED STATES | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 50,953 | 47,539 | 48,697 | ||||||||
SOUTH KOREA | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 36,279 | 44,217 | 52,007 | ||||||||
ENGLAND | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 387 | 368 | 277 | ||||||||
GERMANY | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 1,795 | 2,740 | 7,147 | ||||||||
CANADA | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 23 | 729 | $ 124 | ||||||||
SPAIN | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 73 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) | May 01, 2017 | Oct. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | Apr. 05, 2018 | Apr. 30, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved For Future Issuance | 4,500,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.78 | $ 1.50 | $ 6.44 | ||||
Options exercised | 0 | 0 | 0 | ||||
Intrinsic value, options outstanding | $ 0 | $ 0 | |||||
Intrinsic value, options exercisable | $ 0 | $ 0 | |||||
Share based compensation arrangement by share based payment award, non option equity instruments, outstanding, number | 4,370,575 | 4,370,575 | 3,008,686 | ||||
Restricted Stock Awards, Weighted Average Remaining Life | 1 year 4 months 24 days | ||||||
Restricted Stock Awards Outstanding, Intrinsic Value | $ 3,700,000 | $ 3,700,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 158,708 | 86,001 | 24,379 | ||||
Noninterest Expense Directors Fees | $ 300,000 | $ 100,000 | $ 200,000 | ||||
ESOP, period for which sale of shares is restricted | 6 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.76 | $ 6.86 | |||||
Employer Matching Contribution Percentage | 2.00% | ||||||
Defined Contribution Plan, Cost Recognized | $ 500,000 | $ 500,000 | $ 600,000 | ||||
Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Employee stock purchase plan, suspended date | May 1, 2017 | ||||||
Restricted Stock Awards and Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted Stock or Unit Expense | $ 6,200,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||
Maximum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock awards, general vesting period | 4 years | ||||||
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved For Future Issuance | 500,000 | ||||||
Minimum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock awards, general vesting period | 3 years | ||||||
2018 Omnibus Incentive Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved For Future Issuance | 4,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,400,000 | 1,400,000 | |||||
Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock Issuance Terms | 85.00% | 85.00% |
Benefit Plans - Schedule of Sha
Benefit Plans - Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 3,154 | $ 4,450 | $ 3,359 |
Cost of Revenues [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 543 | 1,050 | 745 |
General and Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 2,256 | 2,721 | 2,110 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 355 | $ 679 | $ 504 |
Benefit Plans - Schedule of Fai
Benefit Plans - Schedule of Fair Value of Stock Options Estimated on Grant Date (Details) | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected life (in years) | 7 years | 7 years | 7 years |
Risk free interest rate | 2.80% | 2.20% | 1.50% |
Volatility | 72.70% | 79.50% | 80.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Benefit Plans - Summary of Stoc
Benefit Plans - Summary of Stock Option Activity (Details) | 12 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Shares, Outstanding, Beginning Balance | shares | 309,950 |
Options, Shares, Granted | shares | 54,503 |
Options, Shares, Canceled | shares | (40,967) |
Options, Shares, Outstanding, Ending Balance | shares | 323,486 |
Weighted-Average Option Price, Outstanding, Beginning Balance | $ / shares | $ 23.81 |
Weighted-Average Option Price, Granted | $ / shares | 1.78 |
Weighted-Average Option Price, Canceled | $ / shares | 100.85 |
Weighted-Average Option Price, Outstanding, Ending Balance | $ / shares | $ 10.34 |
Benefit Plans - Summary of Info
Benefit Plans - Summary of Information about Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | shares | 323,486 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 4 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 10.34 |
Options Exercisable, Number exercisable | shares | 267,319 |
Options Exercisable, Weighted Average Exercise Price | $ 12.07 |
$0.00 — $3.23 [Member] | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 0 |
Range of Exercise Prices, Upper Range Limit | $ 3.23 |
Options Outstanding, Number outstanding | shares | 158,322 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 9 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.60 |
Options Exercisable, Number exercisable | shares | 103,819 |
Options Exercisable, Weighted Average Exercise Price | $ 1.50 |
$3.24 — $61.20 [Member] | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 3.24 |
Range of Exercise Prices, Upper Range Limit | $ 61.20 |
Options Outstanding, Number outstanding | shares | 165,164 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 1 month 6 days |
Options Outstanding, Weighted Average Exercise Price | $ 18.72 |
Options Exercisable, Number exercisable | shares | 163,500 |
Options Exercisable, Weighted Average Exercise Price | $ 18.79 |
Benefit Plans - Summary of RSA
Benefit Plans - Summary of RSA and RSU Activity (Details) | 12 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Awards and Units, Outstanding, Shares, Beginning Balance | shares | 3,008,686 |
Restricted Stock Awards and Units, Granted, Shares | shares | 2,545,715 |
Restricted Stock Awards and Units, Vested, Shares | shares | (925,662) |
Restricted Stock Awards and Units, Forfeited, Shares | shares | (258,164) |
Restricted Stock Awards and Units, Outstanding, Shares, Ending Balance | shares | 4,370,575 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Beginning Balance | $ / shares | $ 2.52 |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares | 1.75 |
Restricted Stock Awards and Units, Vested, Weighted-Average Fair Value | $ / shares | 2.80 |
Restricted Stock Awards and Units, Forfeited, Weighted-Average Fair Value | $ / shares | 2.19 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Ending Balance | $ / shares | $ 2.03 |
Benefit Plans - Fair Value of S
Benefit Plans - Fair Value of Shares Issued under Previous Employee Stock Purchase Plan Determined at Grant Date (Details) | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected life (in years) | 6 months | 6 months |
Risk free interest rate | 0.46% | 0.30% |
Volatility | 75.00% | 37.00% |
Dividends yield | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (47,314) | $ (49,723) | $ (46,708) |
Foreign | (3,035) | (4,136) | (3,981) |
Loss before benefit (provision) for income taxes | $ (50,349) | $ (53,859) | $ (50,689) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax expense (benefit) | $ (3,015,000) | $ 44,000 | $ 519,000 | ||
U.S. federal corporate tax rate | 34.00% | 21.00% | 23.20% | 34.00% | 34.00% |
Reduction of valuation allowance attributable to deferred tax assets | $ 2,000,000 | ||||
Deferred federal income tax expense (benefit) | $ 0 | $ 0 | |||
Franchise tax expense | 500,000 | 500,000 | $ 400,000 | ||
Federal Operating Loss Carryforwards | $ 799,900,000 | 799,900,000 | |||
State Operating Loss Carryforwards | 410,200,000 | 410,200,000 | |||
Tax Credits, State | 8,300,000 | 8,300,000 | |||
Unrecognized Tax Benefits | $ 15,700,000 | 15,700,000 | 15,700,000 | ||
Unrecognized tax benefits, provision for interest or penalties | $ 0 | $ 0 | |||
Federal [Member] | Minimum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2019 | ||||
Federal [Member] | Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2037 | ||||
State [Member] | Minimum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2019 | Jan. 1, 2019 | |||
State [Member] | Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2037 | Jan. 1, 2037 | |||
IPR&D | |||||
Operating Loss Carryforwards [Line Items] | |||||
Reduction in deferred tax liability | $ 1,000,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Statutory federal income tax rate | (34.00%) | (21.00%) | (23.20%) | (34.00%) | (34.00%) |
State taxes, net of Federal benefits | 0.70% | (1.30%) | (0.20%) | ||
Foreign withholding tax | (0.00%) | 0.10% | 1.10% | ||
Net operating loss expiration and true-ups | 4.60% | (4.60%) | 3.30% | ||
Nondeductible expenditures | 1.50% | 1.90% | 0.90% | ||
Change in tax rates | 201.60% | (0.80%) | (0.30%) | ||
Other, net | (0.00%) | 0.60% | 0.20% | ||
Valuation allowance | (191.20%) | 38.20% | 30.10% | ||
Effective income tax rate | (6.00%) | 0.10% | 1.10% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Compensation and benefit accruals | $ 7,767 | $ 11,158 |
Deferred tax assets, Bad debt and other allowances | 426 | 605 |
Deferres tax assets, Capital loss and tax credit carry-forwards | 12,295 | 13,398 |
Deferred tax assets, Net operating losses (domestic and foreign) | 202,643 | 282,022 |
Deferred tax assets, Deferred license revenue | 4,765 | 7,850 |
Deferred tax assets, Inventory valuation allowances | 238 | 111 |
Deferred tax assets, Accumulated depreciation | 4,374 | 5,095 |
Deferred tax assets, Grant revenue | 910 | 1,522 |
Deferred tax assets, Gross | 233,418 | 321,761 |
Deferred tax assets, Valuation allowance | (231,403) | (321,761) |
Deferred tax assets after valuation allowance | 2,015 | 0 |
Deferred tax liability, In process research and development | (2,356) | (3,377) |
Deferred Tax Liability, Net | $ (341) | $ (3,377) |
EarningsPer Share - Calculation
EarningsPer Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | ||
Numerator | ||||||||||||
Net loss | $ (14,096) | $ (15,881) | $ (13,174) | $ (4,183) | $ (9,979) | $ (17,001) | $ (13,238) | $ (13,685) | $ (47,334) | $ (53,903) | $ (51,208) | |
Net loss attributable to noncontrolling interest | 0 | 0 | 251 | |||||||||
Series B Preferred stock dividends | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | |||||
Series D Preferred stock redemption accretion | (2,075) | |||||||||||
Net loss to common stockholders | (17,929) | (17,620) | (18,173) | (8,446) | $ (10,779) | $ (17,801) | $ (14,038) | $ (14,485) | $ (62,168) | $ (57,103) | $ (54,157) | |
Denominator | ||||||||||||
Weighted average common shares outstanding - basic | 82,754,268 | 49,914,904 | 29,773,700 | |||||||||
Effect of dilutive securities | [1] | 0 | 0 | 0 | ||||||||
Weighted average common shares outstanding - diluted | 82,754,268 | 49,914,904 | 29,773,700 | |||||||||
Net loss to common stockholders per share - basic | $ (0.75) | $ (1.14) | $ (1.82) | |||||||||
Net loss to common stockholders per share - diluted | [1] | $ (0.75) | $ (1.14) | $ (1.82) | ||||||||
Series D Preferred Stock [Member] | ||||||||||||
Numerator | ||||||||||||
Series D Preferred stock redemption accretion | (2,075) | $ (2,075) | $ 0 | $ 0 | ||||||||
Series C Preferred Stock [Member] | ||||||||||||
Numerator | ||||||||||||
Series C Preferred stock deemed dividends | (958) | (939) | (4,199) | (3,463) | (9,559) | 0 | 0 | |||||
Series B Preferred Stock [Member] | ||||||||||||
Numerator | ||||||||||||
Series B Preferred stock dividends | $ (800) | $ (800) | $ (800) | $ (800) | $ (3,200) | $ (3,200) | $ (3,200) | |||||
[1] | Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) - shares | 12 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 52,639,187 | 43,730,747 | 13,378,835 | |
Series C Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 11,569,364 | 11,580,900 | ||
Series D Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 2,584,174 | |||
Series A Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 7,680,000 | 7,680,000 | 7,680,000 | |
Series B Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 3,826,000 | |||
NRG Energy, Inc. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 166,666 | |||
Outstanding Options To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 323,486 | 309,950 | 246,923 | |
Unvested Restricted Stock Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 1,119,433 | 1,898,692 | 915,831 | |
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | 3,251,142 | 1,109,994 | 74,204 | |
Series C Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | [1] | 5,994,667 | 18,097,826 | 0 |
Series D Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | [2] | 22,231,884 | ||
Series B Cumulative Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | [3] | 454,043 | 454,043 | 454,043 |
Series 1 Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from diluted loss per share calculation | [3] | 15,168 | 15,168 | 15,168 |
[1] | The number of shares of common stock issuable upon conversion of the Series C Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $9.0 million divided by the reduced conversion price of $1.50 and the liquidation preference of $33.3 million divided by the conversion price of $1.84 as of October 31, 2017. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. | |||
[2] | The number of shares of common stock issuable upon conversion of the Series D Preferred Stock was calculated using the liquidation preference value outstanding on October 31, 2018 of $30.7 million divided by the conversion price of $1.38. The actual number of shares issued could vary depending on the actual market price of the Company’s common shares on the date of such conversions. | |||
[3] | Refer to Note 14, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Millions | Oct. 31, 2018 | Aug. 27, 2018 | Aug. 26, 2018 | Oct. 31, 2017 |
Series C Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, liquidation preference value | $ 9 | |||
Preferred stock, liquidation preference value | $ 33.3 | |||
Conversion of stock conversion price | $ 1.50 | $ 1.50 | $ 1.84 | $ 1.84 |
Series D Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, liquidation preference value | $ 30.7 | |||
Conversion of stock conversion price | $ 1.38 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | ||
Oct. 31, 2018USD ($)Employee | Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | |
Commitments And Contingencies [Line Items] | |||
Capitalized lease obligations | $ 341,000 | $ 632,000 | |
Lease Payment Terms | 36 months | ||
Operating Leases, Rent Expense, Net | $ 1,200,000 | 1,600,000 | $ 1,800,000 |
Reserve for performance guarantees | 1,100,000 | 2,200,000 | |
Loss reserve on service agreements | 900,000 | $ 1,100,000 | |
Recorded Unconditional Purchase Obligation | $ 64,000,000 | ||
State of Connecticut [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of targeted connecticut employees | Employee | 703 | ||
Number of employees committed to hire | Employee | 100 | ||
Number of connecticut Employees | Employee | 452 | ||
Promossiory note payable for each employee under 703 employee target | $ 14,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Non-Cancelable Minimum Payments Applicable to Operating and Capital Leases (Details) $ in Thousands | Oct. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2019 | $ 841 |
Operating Leases, 2020 | 570 |
Operating Leases, 2021 | 381 |
Operating Leases, 2022 | 378 |
Operating Leases, 2023 | 374 |
Operating Leases, Thereafter | 3,004 |
Operating Leases, Total | 5,548 |
Capital Leases, 2019 | 237 |
Capital Leases, 2020 | 83 |
Capital Leases, 2021 | 17 |
Capital Leases, 2022 | 4 |
Capital Leases, 2023 | 0 |
Capital Leases, Thereafter | 0 |
Capital Leases, Total | $ 341 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash interest paid | $ 4,486 | $ 2,715 | $ 1,941 |
Income taxes paid | 2 | 2 | 80 |
Noncash financing and investing activity: | |||
Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions | 50 | 105 | |
Noncash reclass between inventory and project assets | 10,793 | 7,282 | |
Assumption of debt in conjunction with asset acquisition | 2,289 | ||
Acquisition of project assets | 2,386 | ||
Series C Preferred stock conversions | 20,220 | ||
Accrued sale of common stock, cash received in a subsequent period | 357 | ||
Accrued purchase of fixed assets, cash paid in subsequent period | 1,579 | 2,490 | 3,952 |
Accrued purchase of project assets, cash paid in subsequent period | $ 3,115 | $ 2,380 | $ 1,797 |
Quarterly Information (Unaudi_3
Quarterly Information (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | ||
Quarterly Financial Information [Line Items] | ||||||||||||
Revenues | $ 17,884 | $ 12,110 | $ 20,830 | $ 38,613 | $ 47,889 | $ 10,358 | $ 20,417 | $ 17,002 | $ 89,437 | $ 95,666 | $ 108,252 | |
Gross profit (loss) | 1,143 | (2,056) | (629) | 4,635 | 3,164 | (2,626) | 383 | 1,813 | 3,093 | 2,734 | (357) | |
Loss on operations | (11,870) | (14,474) | (12,735) | (5,553) | (8,181) | (14,330) | (11,496) | (10,928) | (44,632) | (44,935) | (46,353) | |
Net loss | (14,096) | (15,881) | (13,174) | (4,183) | (9,979) | (17,001) | (13,238) | (13,685) | (47,334) | (53,903) | (51,208) | |
Series B Preferred stock dividends | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | |||||
Series D Preferred stock redemption accretion | (2,075) | |||||||||||
Net loss to common stockholders | $ (17,929) | $ (17,620) | $ (18,173) | $ (8,446) | $ (10,779) | $ (17,801) | $ (14,038) | $ (14,485) | $ (62,168) | $ (57,103) | (54,157) | |
Net loss to common stockholders per basic and diluted common share | [1] | $ (0.19) | $ (0.20) | $ (0.23) | $ (0.12) | $ (0.17) | $ (0.31) | $ (0.33) | $ (0.39) | $ (0.75) | $ (1.14) | |
Series B Preferred Stock [Member] | ||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||
Series B Preferred stock dividends | $ (800) | $ (800) | $ (800) | $ (800) | $ (3,200) | $ (3,200) | (3,200) | |||||
Series C Preferred Stock [Member] | ||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||
Series C Preferred stock deemed dividends | (958) | $ (939) | $ (4,199) | $ (3,463) | (9,559) | 0 | 0 | |||||
Series D Preferred Stock [Member] | ||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||
Series D Preferred stock redemption accretion | $ (2,075) | $ (2,075) | $ 0 | $ 0 | ||||||||
[1] | The full year net loss to common stockholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Dec. 21, 2018USD ($)ProjectMW | Dec. 13, 2018USD ($)MW | Mar. 28, 2018USD ($) | Oct. 31, 2018USD ($)$ / sharesshares | Jan. 02, 2019$ / shares | Dec. 19, 2018USD ($) | Aug. 27, 2018$ / shares | Aug. 26, 2018$ / shares | Oct. 31, 2017USD ($)$ / sharesshares | Apr. 30, 2016USD ($) |
Series C Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock carrying value | $ 7,480,000 | $ 27,700,000 | ||||||||
Conversion of stock conversion price | $ / shares | $ 1.50 | $ 1.50 | $ 1.84 | $ 1.84 | ||||||
Adjusted conversion price | $ / shares | $ 1.50 | |||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock issued | shares | 8,992 | 33,300 | ||||||||
Preferred stock outstanding | shares | 8,992 | 33,300 | ||||||||
Preferred stock carrying value | $ 7,500,000 | $ 27,700,000 | ||||||||
Conversion of stock conversion price | $ / shares | $ 1.50 | $ 1.50 | ||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Adjusted conversion price | $ / shares | $ 0.434 | |||||||||
NRG Energy, Inc. [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | |||||||||
Long-term Line of Credit | 0 | 0 | ||||||||
NRG Energy, Inc. [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Long-term Line of Credit | $ 0 | |||||||||
NRG Energy, Inc. [Member] | Subsequent Event [Member] | Tulare BioMAT [Member] | California [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Capacity of Plant | MW | 2.8 | |||||||||
NRG Energy, Inc. [Member] | Subsequent Event [Member] | Central CA Fuel Cell 2, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Loan Advance | $ 5,800,000 | |||||||||
Maturity date of each note under loan facility | 5 years | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Loan Advance | $ 10,000,000 | |||||||||
Percentage of construction budget | 100.00% | |||||||||
Unlevered internal rate of return percentage to lender | 10.00% | |||||||||
Availability period for working capital loans | 36 months | |||||||||
Debt instrument, basis spread on variable rate | 9.50% | |||||||||
Equity ownership | 100.00% | |||||||||
Purchase price adjustment | 50.00% | |||||||||
Draw down fee percentage | 3.00% | |||||||||
Disposition fee percentage of total sale price | 3.00% | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | |||||||||
Line of credit facility, current borrowing capacity | $ 100,000,000 | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Unlevered internal rate of return percentage to lender | 10.00% | |||||||||
After-tax yield percentage | 12.00% | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | Bolthouse Farms [Member] | California [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of projects completed with initial draw | Project | 5 | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | PSEG Long Island [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Capacity of Plant | MW | 39.8 | |||||||||
Number of projects expected to be completed | Project | 3 | |||||||||
Generate Lending Construction Loan Agreement [Member] | Subsequent Event [Member] | DEEP RFP [Member] | FuelCell Energy Finance II, LLC [Member] | Generate Lending, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Capacity of Plant | MW | 22.2 | |||||||||
Number of projects expected to be completed | Project | 2 | |||||||||
Tranche One [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate working capital loan amount minimum limit | $ 100,000,000 | |||||||||
Aggregate working capital loan amount maximum limit | $ 200,000,000 | |||||||||
Disposition fee percentage | 2.00% | |||||||||
Tranche Two [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate working capital loan amount minimum limit | $ 200,000,000 | |||||||||
Aggregate working capital loan amount maximum limit | $ 300,000,000 | |||||||||
Disposition fee percentage | 1.00% | |||||||||
Hercules Capital, Inc. [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000,000 | $ 25,000,000 | ||||||||
Loan Advance | $ 13,100,000 | |||||||||
Long-term Line of Credit | $ 11,900,000 | $ 25,343,000 | $ 21,468,000 | |||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||||
Project Roundtrip Transaction [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 |