Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2016 | Jan. 03, 2017 | Apr. 29, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | FUELCELL ENERGY INC | ||
Entity Central Index Key | 886,128 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 40,266,946 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 156,420,510 | ||
Share Price | $ 5.96 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 84,187 | $ 58,852 |
Restricted cash and cash equivalents - short-term | 9,437 | 6,288 |
Accounts receivable, net of allowance for doubtful accounts of $193 and $544 at October 31, 2016 and 2015, respectively | 24,593 | 60,790 |
Inventories | 73,806 | 65,754 |
Project assets current | 0 | 5,260 |
Other current assets | 10,446 | 6,954 |
Total current assets | 202,469 | 203,898 |
Restricted cash and cash equivalents - long-term | 24,692 | 20,600 |
Project assets noncurrent | 47,111 | 6,922 |
Property, plant and equipment, net | 36,640 | 29,002 |
Goodwill | 4,075 | 4,075 |
Intangible assets | 9,592 | 9,592 |
Other assets, net | 17,558 | 3,142 |
Total assets | 342,137 | 277,231 |
Current liabilities: | ||
Current portion of long-term debt | 5,275 | 7,358 |
Accounts payable | 18,475 | 15,745 |
Accrued liabilities | 20,900 | 19,175 |
Deferred revenue | 6,811 | 31,787 |
Preferred stock obligation of subsidiary | 802 | 823 |
Total current liabilities | 52,263 | 74,888 |
Long-term deferred revenue | 20,974 | 22,646 |
Long-term preferred stock obligation of subsidiary | 12,649 | 12,088 |
Long-term debt and other liabilities | 81,998 | 12,998 |
Total liabilities | 167,884 | 122,620 |
Redeemable preferred stock (liquidation preference of $64,020 at October 31, 2016 and 2015) | 59,857 | 59,857 |
Shareholders' equity | ||
Common stock ($.0001 par value; 75,000,000 and 39,583,333 shares authorized at October 31, 2016 and 2015, respectively; 35,174,424 and 25,964,710 shares issued and outstanding at October 31, 2016 and 2015, respectively) | 4 | 3 |
Additional paid-in capital | 1,004,566 | 934,488 |
Accumulated deficit | (889,630) | (838,673) |
Accumulated other comprehensive loss | (544) | (509) |
Treasury stock, Common, at cost (21,527 and 5,845 shares at October 31, 2016 and 2015, respectively) | 179 | 78 |
Deferred compensation | 179 | 78 |
Total shareholders' equity | 114,396 | 95,309 |
Noncontrolling interest in subsidiaries | 0 | (555) |
Total equity | 114,396 | 94,754 |
Total liabilities and equity | $ 342,137 | $ 277,231 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2016 | Oct. 31, 2015 |
Statement of Operations [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 193,000 | $ 544,000 |
Preferred Stock, Liquidation Preference, Value | $ 64,020,000 | $ 64,020,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 39,583,333 |
Common stock, shares issued | 35,174,424 | 25,964,710 |
Common stock, shares outstanding | 35,174,424 | 25,964,710 |
Treasury stock, shares | 21,527 | 5,845 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |||
Revenues: | |||||
Product sales (including $43.6 million, $100.5 million and $115.0 million of related party revenue) | $ 62,563 | $ 128,595 | $ 136,842 | ||
Service agreements and license revenues (including $8.5 million, $11.4 million and $14.9 million of related party revenue) | 32,758 | 21,012 | 25,956 | ||
Advanced technologies contract revenues (including $0 million, $0.6 million and $0.4 million of related party revenue) | 12,931 | 13,470 | 17,495 | ||
Total revenues | 108,252 | 163,077 | 180,293 | ||
Costs of revenues: | |||||
Cost of product sales | 63,474 | 118,530 | 126,866 | ||
Cost of service agreements and license revenues | 33,256 | 18,301 | 23,037 | ||
Cost of advanced technologies contract revenues | 11,879 | 13,470 | 16,664 | ||
Total costs of revenues | 108,609 | 150,301 | 166,567 | ||
Gross (loss) profit | (357) | 12,776 | 13,726 | ||
Operating expenses: | |||||
Administrative and selling expenses | 25,150 | 24,226 | 22,797 | ||
Research and development expenses | 20,846 | 17,442 | 18,240 | ||
Total operating expenses | 45,996 | 41,668 | 41,037 | ||
Loss from operations | (46,353) | (28,892) | (27,311) | ||
Interest expense | (4,958) | (2,960) | (3,561) | ||
Other income (expense), net | 622 | 2,442 | (7,523) | ||
Loss before provision for income taxes | (50,689) | (29,410) | (38,395) | ||
Provision for income taxes | (519) | (274) | (488) | ||
Net loss | (51,208) | (29,684) | (38,883) | ||
Net loss attributable to noncontrolling interest | 251 | 325 | 758 | ||
Net loss attributable to FuelCell Energy, Inc. | (50,957) | (29,359) | (38,125) | ||
Preferred stock dividends | (3,200) | (3,200) | (3,200) | ||
Net loss to common shareholders | $ (54,157) | $ (32,559) | $ (41,325) | ||
Net loss to common shareholders per share | |||||
Basic | $ (1.82) | $ (1.33) | $ (2.02) | ||
Diluted | $ (1.82) | $ (1.33) | [1] | $ (2.02) | [1] |
Weighted average shares outstanding | |||||
Basic | 29,773,700 | 24,513,731 | 20,473,915 | ||
Diluted | 29,773,700 | 24,513,731 | 20,473,915 | ||
[1] | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. At October 31, 2016 and 2015, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2016 October 31, 2015July 2016 Offering - Series A Warrants7,680,000 —July 2016 Offering - Series B Warrants3,826,000 —July 2014 Offering - NRG Warrants166,666 166,666Outstanding options to purchase common stock246,923 257,769Unvested RSAs915,831 450,7835% Series B Cumulative Convertible Preferred Stock (2)454,043 454,043Series 1 Preferred Shares to satisfy conversion requirements (2)1,042,000 337,200 Total potentially dilutive securities14,331,463 1,666,461(2)Refer to Note 12, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Product sales | $ 62,563 | $ 128,595 | $ 136,842 |
Service agreements and license revenues | 32,758 | 21,012 | 25,956 |
Advanced technologies contract revenues | 12,931 | 13,470 | 17,495 |
Related Party [Member] | |||
Product sales | 43,600 | 100,500 | 115,000 |
Service agreements and license revenues | 8,500 | 11,400 | 14,900 |
Advanced technologies contract revenues | $ 0 | $ 600 | $ 400 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2013 | |
Net loss | $ (51,208) | $ (29,684) | $ (38,883) |
Foreign currency translation adjustments | (35) | (350) | (260) |
Comprehensive loss | $ (51,243) | $ (30,034) | $ (39,143) |
Consolidated Statements of Chan
Consolidated Statements of Changes in (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Deferred Compensation [Member] | Noncontrolling Interest In Subsidiaries [Member] |
Balance at (in shares) at Oct. 31, 2013 | 16,359,200 | |||||||
Balance at at Oct. 31, 2013 | $ (13,192) | $ 2 | $ 758,674 | $ (771,189) | $ 101 | $ (53) | $ 53 | $ (780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 4,973,604 | |||||||
Sale of common stock | 105,966 | $ 0 | 105,966 | |||||
Common stock issued for convertible note conversions including interest, shares | 2,063,896 | |||||||
Common stock issued for convertible note conversions including interest, value | 33,306 | $ 0 | 33,306 | |||||
Common stock issued to settle make-whole obligation, shares | 459,523 | |||||||
Common stock issued to settle make-whole obligation, value | 12,883 | 12,883 | ||||||
Share based compensation | 2,908 | 2,908 | ||||||
Stock issued under benefit plans (in shares) | 76,136 | |||||||
Stock issued under benefit plans | (1,079) | (1,079) | ||||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation (in shares) | (2,359) | |||||||
Adjustment for deferred compensation | (42) | |||||||
Adjustment for deferred compensation | 0 | 42 | ||||||
Noncontrolling interest in subsidiaries | (758) | (758) | ||||||
Foreign currency translation adjustments | (260) | (260) | ||||||
Net loss attributable to FuelCell Energy, Inc. | (38,125) | (38,125) | ||||||
Balance at (in shares) at Oct. 31, 2014 | 23,930,000 | |||||||
Balance at at Oct. 31, 2014 | 98,449 | $ 2 | 909,458 | (809,314) | (159) | (95) | 95 | (1,538) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 1,845,166 | |||||||
Sale of common stock | 26,921 | $ 1 | 26,920 | |||||
Share based compensation | 3,157 | 3,157 | ||||||
Stock issued under benefit plans (in shares) | 191,593 | |||||||
Stock issued under benefit plans | (539) | (539) | ||||||
Purchase of non-controlling shares of subsidiary | 0 | 1,308 | 1,308 | |||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation (in shares) | (2,049) | |||||||
Adjustment for deferred compensation | 17 | |||||||
Adjustment for deferred compensation | 0 | (17) | ||||||
Noncontrolling interest in subsidiaries | (325) | (325) | ||||||
Foreign currency translation adjustments | (350) | (350) | ||||||
Net loss attributable to FuelCell Energy, Inc. | $ (29,359) | (29,359) | ||||||
Balance at (in shares) at Oct. 31, 2015 | 25,964,710 | 25,964,710 | ||||||
Balance at at Oct. 31, 2015 | $ 94,754 | $ 3 | 934,488 | (838,673) | (509) | (78) | 78 | (555) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of common stock (in shares) | 6,023,372 | |||||||
Sale of common stock | 36,056 | $ 1 | 36,055 | |||||
Common stock issued, non-employee compensation, in shares | 24,379 | |||||||
Common stock issued, non-employee compensation | 157 | 157 | ||||||
Exercise of prepaid warrants, in shares | 1,100,000 | |||||||
Sale of common stock and prepaid warrants, public offering, in shares | 1,474,000 | |||||||
Sale of common stock and prepaid warrants, public offering | 34,736 | 34,736 | ||||||
Share based compensation | 3,425 | 3,425 | ||||||
Stock issued under benefit plans (in shares) | 587,963 | |||||||
Stock issued under benefit plans | (286) | (286) | ||||||
Purchase of non-controlling shares of subsidiary | (3) | (809) | 806 | |||||
Preferred stock dividends | (3,200) | (3,200) | ||||||
Adjustment for deferred compensation | (101) | |||||||
Adjustment for deferred compensation | 101 | |||||||
Noncontrolling interest in subsidiaries | (251) | (251) | ||||||
Foreign currency translation adjustments | (35) | (35) | ||||||
Net loss attributable to FuelCell Energy, Inc. | $ (50,957) | (50,957) | ||||||
Balance at (in shares) at Oct. 31, 2016 | 35,174,424 | 35,174,424 | ||||||
Balance at at Oct. 31, 2016 | $ 114,396 | $ 4 | $ 1,004,566 | $ (889,630) | $ (544) | $ (179) | $ 179 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Cash flows from operating activities: | ||||||||
Net loss | $ (12,948) | $ (11,779) | $ (8,905) | $ (4,154) | $ (51,208) | $ (29,684) | $ (38,883) | $ (38,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Share-based compensation | 3,425 | 3,157 | 2,908 | |||||
Gain from change in fair value of embedded derivatives | (14) | (23) | (126) | |||||
Make whole derivative expense | 0 | 0 | 8,347 | |||||
Depreciation | 4,949 | 4,099 | 4,384 | |||||
Amortization of convertible note discount and non-cash interest expense | 3,207 | 1,830 | 2,140 | |||||
Foreign Currency Transaction Gains | (324) | (2,075) | (571) | |||||
Other non-cash transactions | 451 | 412 | 146 | |||||
Decrease (increase) in operating assets: | ||||||||
Accounts receivable | 30,235 | 3,173 | (15,378) | |||||
Inventories | (8,052) | (10,100) | 1,059 | |||||
Project assets | 0 | (11,398) | 0 | |||||
Other assets | (837) | 1,022 | 3,417 | |||||
(Decrease) increase in operating liabilities: | ||||||||
Accounts payable | (3,019) | (7,224) | (1,566) | |||||
Accrued liabilities | 1,240 | 6,435 | (11,056) | |||||
Deferred revenue | (26,648) | (3,898) | (12,289) | |||||
Net cash used in operating activities | (46,595) | (44,274) | (57,468) | |||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (7,726) | (6,930) | (6,295) | |||||
Expenditures for long-term project assets | (33,726) | 0 | (784) | |||||
Net cash used in investing activities | (41,452) | (6,930) | (7,079) | |||||
Cash flows from financing activities: | ||||||||
Repayment of debt | (30,452) | (1,535) | (5,971) | |||||
Proceeds from debt | 85,935 | 6,763 | 250 | |||||
Payments of deferred finance costs | (1,758) | 0 | 0 | |||||
Purchase of non-controlling shares of subsidiary | (3) | 0 | ||||||
Proceeds from sale of common stock, net of registration fees | 70,929 | 27,060 | 105,844 | |||||
Payment of preferred dividends and return of capital | (4,170) | (4,202) | (4,343) | |||||
Common stock issued for stock plans and related expenses | 177 | 133 | 161 | |||||
Net cash provided by financing activities | 120,658 | 28,219 | 95,941 | |||||
Effects on cash from changes in foreign currency rates | (35) | (108) | (260) | |||||
Net increase in cash, cash equivalents, and restricted cash | 32,576 | (23,093) | 31,134 | |||||
Cash, cash equivalents, and restricted cash-beginning of year | $ 85,740 | $ 108,833 | 85,740 | 108,833 | 77,699 | |||
Cash, cash equivalents, and restricted cash-end of year | $ 118,316 | $ 85,740 | $ 118,316 | $ 85,740 | $ 108,833 | $ 77,699 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies Nature of Business and Basis of Presentation FuelCell Energy, Inc. and its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”) is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and service ultra-clean, efficient and reliable stationary fuel cell power plants. Our Direct FuelCell power plants continuously produce base load electricity and usable high quality heat around the clock for commercial, industrial, government and utility customers. We have commercialized our stationary carbonate fuel cells and are also pursuing the complementary development of planar solid oxide fuel cells and other fuel cell technologies. Our operations are funded primarily through sales of equity instruments to strategic investors or in public markets, debt financing and local or state government loans or grants. In order to produce positive cash flow from operations, we need to be successful at increasing annual order volume and production and in our cost reduction efforts. The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. In October 2016, the Company purchased the noncontrolling interest in FuelCell Energy Services, GmbH. On December 3, 2015, we effected a 1-for-12 reverse stock split, reducing the number of our common shares outstanding on that date from 314.5 million shares to approximately 26.2 million shares. Concurrently with the reverse stock split the number of authorized shares of our common stock was reduced proportionately from 475 million shares to 39.6 million shares. Additionally, the conversion price of our Series B Preferred Stock, and the exchange price of our Series 1 Preferred Shares, the exercise price of all outstanding options and warrants, and the number of shares reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately to the reverse stock split. All such amounts presented herein have been adjusted retroactively to reflect these changes. Certain reclassifications have been made to conform to the current year presentation. Expenditures for long-term project assets for the year ended October 31, 2014 has been reclassified on the Consolidated Statement of Cash Flows from capital expenditures and foreign currency transaction gains for the year ended October 31, 2014 has been reclassified on the Consolidated Statement of Cash Flows from Other non-cash transactions to Foreign currency transaction gains. The Company also has early adopted Accounting Standards Update ("ASU") 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash" and has applied a retrospective transition method for each period presented. Accordingly, Restricted Cash and Cash Equivalents has been reclassified as a component of Cash, Cash Equivalents, and Restricted Cash in the Consolidated Statement of Cash Flows for all periods presented. Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. At October 31, 2016, $34.1 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $26.9 million pledged at October 31, 2015. The restricted cash balance includes $15.0 million as of October 31, 2016 and 2015, which has been placed in a Grantor's Trust account to secure certain FCE obligations under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. At October 31, 2016 and 2015, we had outstanding letters of credit of $7.9 million and $8.7 million , respectively, which expire on various dates through April 2019 . Cash and cash equivalents at October 31, 2016 and 2015 also included $5.3 million and $9.6 million , respectively, of cash advanced by POSCO Energy for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as other current assets on the consolidated balance sheets. Inventories are reviewed to determine if valuation allowances are required for obsolescence (excess, obsolete, and slow-moving inventory). This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. Project Assets Project assets consist 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, or of capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC or projects in development for which we expect to secure long-term contracts. These projects are actively being marketed and intended to be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Additionally, Project assets include capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction (see "Sale-Leaseback Facility" below). Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. We classify project assets as current if the expected commercial operation date is less than twelve months and long-term if it is greater than twelve months from the balance sheet date. The current portion of project assets is currently held for sale, however, should the Company elect to retain a project asset, or elect to enter into a sale-leaseback transaction with respect to it, it will be classified as long-term upon such election. There were no short-term project assets as of October 31, 2016. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. Intellectual Property Intellectual property, including internally generated patents and know-how, is carried at no value. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (ASC 350) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and intangible assets with indefinite lives at July 31, 2016. The goodwill and intangible assets all relate to the Company's Versa reporting unit. Goodwill and other indefinite lived intangible assets are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. No impairment charges were recorded during any of the years presented. Impairment of Long Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No impairment charges were recorded during any of the years presented. Revenue Recognition We earn revenue from (i) the sale and installation of fuel cell power plants (ii) the sale of fuel cell modules, component part kits and spare parts to customers, (iii) site engineering and construction services, (iv) performance under long-term service agreements, (v) the sale of electricity under power purchase agreements ("PPA"), (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) customer-sponsored advanced technology projects. The Company periodically enters into arrangements with customers that involve multiple elements of the above items. We assess such contracts to evaluate whether there are multiple deliverables, and whether the consideration under the arrangement is being appropriately allocated to each of the deliverables. Our revenue is primarily generated from customers located throughout the U.S., Asia and Europe and from agencies of the U.S. Government. Revenue from power plant construction, module and module kit sales, construction services and component part revenue is recorded as product sales in the consolidated statements of operations. Construction services includes engineering, procurement and construction (EPC) services of the overall fuel cell project. The installation of a power plant at a customer site includes significant site preparation which is included in the EPC component and is required to be completed before integration of the fuel cell power plant. Revenue from service agreements, PPAs and license and royalty revenue is recorded as service and license revenues. Revenue from customer-sponsored advanced technology research and development projects is recorded as advanced technologies contract revenues in the consolidated statements of operations. For customer contracts for complete DFC power plants which the Company has adequate cost history and estimating experience, and that management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience of our engineers, project managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract's schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to revenue. Revenues are recognized based on the proportion of costs incurred to date relative to total estimated costs at completion as compared to the contract value. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. Actual results could vary from initial estimates and the estimates will be updated as conditions change. Revenue from the sale of fuel cell modules, component part kits and spare parts is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. Site engineering and construction services revenue is recognized on a percentage of completion basis as costs are incurred. Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements are generally expected to be incurred on a straight-line basis. For service agreements where we expect to have a module exchange at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange is deferred and is recognized upon such module replacement event. Revenue from funded advanced technology contracts is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from customer funded advanced technology programs are generally multi-year, cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. While advanced technology contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and funds are authorized. Sale-Leaseback Accounting From time to time, the Company, through an indirect wholly-owned subsidiary, enters into sale-leaseback transactions for commissioned projects 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 because the leased property being considered integral equipment, sale accounting is precluded by ASC 840-40. 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. Judgment is required to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recorded at the end of the lease term. 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. 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, except for fuel cell kits. We have agreed to warranty fuel cell kits and components for 21 months from the date of shipment due to the additional shipping and customer manufacture time required. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. At October 31, 2016 and 2015, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet, totaled $0.5 million and $1.0 million , respectively. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees of $3.3 million and $2.6 million at October 31, 2016 and 2015, respectively. The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available, our limit of liability on service agreements and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. At October 31, 2016, our loss accruals on service agreements totaled $2.7 million compared to $0.8 million at October 31, 2015. At the end of our service agreements, customers are expected to either renew the service agreement or, based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being monitored or having routine service performed. At October 31, 2016, the Company did not have an asset related to the residual value of replacement modules in power plants under service agreements compared to $2.5 million at October 31, 2015. License Agreements and Royalty Income We generally recognize license fees and other revenue over the term of the associated agreement. License fees and royalty income have been included within revenues on the consolidated statement of operations. The Company receives license fees and royalty income from POSCO Energy as a result of certain manufacturing and technology transfer agreements. In October 2016, these agreements were extended until October 31, 2027, after which they may be extended in five-year increments by mutual agreement of the parties. The Cell Technology Transfer Agreement ("CTTA") provides POSCO Energy with the technology to manufacture Direct FuelCell power plants in South Korea and the exclusive market access to sell power plants throughout Asia. The CTTA contains multiple elements, including the license of technology and market access rights, fuel cell module kit product deliverables, as well as professional service deliverables. We identified these three items as deliverables under the multiple-element arrangement guidance and evaluated the estimated selling prices to allocate the relative fair value to these deliverables, as vendor-specific objective evidence and third-party evidence was not available. The Company's determination of estimated selling prices involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the tangible product and cost of professional service deliverables, the anticipated margin on those deliverables, prices charged when those deliverables are sold on a stand-alone basis in limited sales, and the Company's ongoing pricing strategy and practices used to negotiate and price overall bundled product, service and license arrangements. We are recognizing the consideration allocated to the license of technology and market access rights as revenue over the fifteen -year license term on a straight-line basis, and have recognized the amounts allocated to the module kit deliverables and professional service deliverables when such items were delivered to POSCO Energy. We have also determined that based on the utility to the customer of the fully developed technology that was licensed in the Cell Technology Transfer Agreement, there is stand-alone value for this deliverable. In connection with the CTTA, fees totaling $18.0 million were paid between fiscal year 2012 and 2015. The Company also receives 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. Additionally, under the STTA certain license fee income aggregating $7.0 million is being recognized ratably over fifteen years beginning November 1, 2012. Under the terms of the TTA, POSCO Energy manufactures balance of plant (“BOP”) in South Korea using its design, procurement and manufacturing expertise. 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 South Korea. The Company has a Master Service Agreement with POSCO Energy, whereby POSCO Energy has more responsibility for servicing installations in Asia that utilize power plants manufactured by POSCO Energy. The Company performs engineering and support services for each unit in the installed fleet and receives quarterly fees as well as a 3.0% royalty on each fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives compensation as recognized revenue for services rendered. The Company recorded revenue of $6.2 million , $3.9 million and $4.3 million for the years ended October 31, 2016, 2015 and 2014, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the license payments discussed above as well as a 3.0% royalty on POSCO Energy net product sales related to FCE's technology and each scheduled fuel cell module replacement under terms of our Master Service Agreement. Deferred Revenue and Customer Deposits We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. These costs are recorded as Advanced Technologies contract revenues in the consolidated statements of operations. Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. Concentrations We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for advanced technologies contracts. For the years ended October 31, 2016, 2015 and 2014, our top customers accounted for 78% , 89% and 85% , respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2016, 2015 and 2014, respectively, are presented below. 2016 2015 2014 POSCO Energy 48 % 67 % 69 % The United Illuminating Company 10 % 14 % 9 % Department of Energy 8 % 5 % 4 % Dominion Bridgeport Fuel Cell, LLC 6 % 3 % 3 % BioFuels Energy, LLC 6 % — % — % Total 78 % 89 % 85 % POSCO Energy is a related party and owns approximately 7% of the outstanding common shares of the Company. Additionally, NRG Energy is a related party, which owns approximately 4% of the outstanding common shares of the Company. Revenues from NRG aggregated less than 3% of consolidated revenues during each of the years presented. Derivatives We do not use derivatives for speculative purposes and through fiscal year end 2016, have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to operations. Refer to Note 12 for additional information. Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, excess, slow-moving and obsolete inventories, product warranty costs, service agreement loss accruals, allowance for uncollectable receivables, depreciation and amortization, impairment of goodwill, intangible and long-lived assets, income taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Foreign Currency Translation The translation of FuelCell Korea Ltd’s, FCES GmbH's and Versa Power Systems Ltd. financial statements results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity (deficit). Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and the functional currency is U.S. dollars. We are subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized gains of $0.3 million , $1.7 million and $0.6 million for the years ended October 31, 2016, 2015 and 2014, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. Recently Adopted Accounting Guidance In October 2016, the FASB ASU 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash". The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company has early-adopted ASU 2016-18 using a retrospective transition method for each period presented in this ASU. Accordingly, Restricted Cash and Cash Equivalents has been reclassified as a component of Cash, Cash Equivalents, and Restricted Cash in the Consolidated Statement of Cash Flows for all periods presented. Recent Accounting Guidance Not Yet Effective In February 2016, the FASB issued Accounting Standards Update ("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, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (first quarter of fiscal 2020 for the Company). Early adoption is permitted. The Company has both operating and capital leases (Refer to Note 17. Commitments and Contingences) 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 this will result in the recognition of right-of-use assets and lease liabilities not currently recorded on our consolidated financial statements under existing accounting guidance, but 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 April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU simplifies the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt instrument, consistent with debt discounts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015 and for interim periods therein. Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial position. In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for fiscal years, and interim periods within those years beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. In March 2015, the FASB voted to defer the effective date by one year to fiscal year, and interim periods within those fiscal years beginning after December 15, 2017 (first quarter of fiscal 2019 for the Company), but allow adoption as of the original adoption date. The Company has numerous different revenue sources including from the sale and installation of f |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Oct. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Note 2. Accounts Receivable Accounts receivable at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Advanced Technology (including U.S. Government (1) ): Amount billed $ 2,463 $ 433 Unbilled recoverable costs 3,068 3,077 5,531 3,510 Commercial customers: Amount billed 5,411 19,331 Unbilled recoverable costs 13,651 37,949 19,062 57,280 $ 24,593 $ 60,790 (1) Total U.S. Government accounts receivable outstanding at October 31, 2016 and 2015 is $2.2 million and $2.6 million , respectively. We bill customers for power plant and module kit sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our advanced technology contracts are billed based on actual recoverable costs incurred, typically in the month subsequent to incurring costs. Some advanced technology contracts are billed based on contractual milestones or costs incurred. Unbilled recoverable costs relate to revenue recognized on customer contracts that has not been billed. Accounts receivable are presented net of an allowance for doubtful accounts of $0.2 million and $0.5 million at October 31, 2016 and 2015, 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 recoverable costs) include amounts due from POSCO Energy of $5.0 million and $34.4 million , and amounts due from NRG of $0.1 million and $0.02 million at October 31, 2016 and 2015, respectively. |
Inventories
Inventories | 12 Months Ended |
Oct. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Raw materials $ 25,286 $ 29,103 Work-in-process (1) 48,520 36,651 Inventories $ 73,806 $ 65,754 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process at October 31, 2016 and 2015 is $40.6 million and $13.3 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. Raw materials and work in process are net of a valuation allowance of approximately $0.8 million and $0.2 million at October 31, 2016 and 2015, respectively. |
Project Assets (Notes)
Project Assets (Notes) | 12 Months Ended |
Oct. 31, 2016 | |
Project assets [Abstract] | |
Project assets [Text Block] | Note 4. Project Assets Project assets at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Current project assets — 5,260 Long-term project assets 47,111 6,922 Project assets 47,111 12,182 Project assets at October 31, 2016 include $29.3 million which represents three completed, commissioned installations where we have a PPA with the end-user of power and site host. These assets are the subject of sales-leaseback arrangements with PNC, which are recorded under the financing method of accounting for a sale-leaseback. Under the finance method, the Company does not recognize the proceeds received from the lessor as a sale of such assets. This balance also includes assets aggregating $17.8 million which are being constructed by the Company under PPAs which have been executed or are expected to be executed in 2017. The long-term portion of project assets has been partially offset by project related grant awards. Project construction costs incurred after classification as long-term project assets are reported as investing activities in the Consolidated Statement of Cash Flows. The proceeds received for the sale and subsequent leaseback of project assets are classified as cash flows from financing activities within the Consolidated Statement of Cash Flows and are classified as a financing obligation within Long-term debt and other liabilities on the Consolidated Balance Sheets (refer to Note 10 for more information). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | Note 5. Property, Plant and Equipment Property, plant and equipment at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 9,218 9,263 10-26 years Machinery, equipment and software 87,350 83,578 3-8 years Furniture and fixtures 3,509 3,137 10 years Construction in progress 16,388 9,948 — 116,989 106,450 Accumulated depreciation (80,349 ) (77,448 ) Property, plant and equipment, net $ 36,640 $ 29,002 In December 2015, the Company commenced 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. Depreciation expense was $4.9 million , $4.1 million and $4.4 million for the years ended October 31, 2016, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Oct. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6. Goodwill and Intangible Assets At October 31, 2016, the Company had goodwill of $4.1 million and intangible assets of $9.6 million associated with the 2012 Versa acquisition. The intangible asset represents indefinite lived in-process research and development. The Company completed its annual impairment analysis of goodwill and in-process research and development asset at July 31, 2016. To determine the fair value of the reporting unit that holds goodwill and to determine the fair value of the in-process research and development asset, the Company used a discounted cash flow model and a multi-period excess earnings model, respectively. The estimated fair value of the reporting unit and in-process research and development intangible asset substantially exceeds the respective carrying values and therefore no impairments have been recognized at October 31, 2016. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Oct. 31, 2015 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 7. Other Current Assets Other current assets at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Advance payments to vendors (1) $ 1,247 $ 2,281 Deferred finance costs (2) 417 198 Notes receivable 1,007 585 Prepaid expenses and other (3) 7,775 3,890 $ 10,446 $ 6,954 (1) Advance payments to vendors relate to inventory purchases ahead of receipt. (2) Primarily represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility, and direct deferred finance costs relating to the Hercules loan and security agreement entered into in April 2016 which is being amortized over the 2.5 years life of the loan. (3) Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets, net
Other Assets, net | 12 Months Ended |
Oct. 31, 2016 | |
Other Assets, net [Abstract] | |
Other Assets, net | Note 8. Other Assets, net Other assets, net at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Long-term accounts receivable (1) $ 8,353 $ — Long-term unbilled recoverable costs (2) 5,714 — Deferred finance costs (3) 1,368 354 Long-term stack residual value (4) — 2,509 Other (5) 2,123 279 Other assets, net $ 17,558 $ 3,142 (1) Represents receivables related to project and stack replacement reserve accounts pertaining to a sale-leaseback transaction and upon receipt, the funds will be recorded as long-term restricted cash. (2) Represents unbilled recoverable costs that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from October 31, 2016. (3) Represents the long-term portion of direct deferred finance costs, including those relating to: a) the Company's loan facility with NRG which is being amortized over the five-year life of the facility; b) sale-leaseback transactions entered into with PNC Energy Capital, LLC which are being amortized over the ten-year term and c) the Hercules loan and security agreement which is being amortized over the 30 month life of the loan. (4) 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. The decrease from October 31, 2015 represents the residual value being recognized as cost of service agreements due to contract term extensions. (5) The Company entered into an agreement with one of its customers on June 29, 2016 which includes a fee for the purchase of the plants at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid at October 31, 2016 is $0.9 million . The increase at October 31, 2016 also includes deposits for projects in development. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities Accrued liabilities at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Accrued payroll and employee benefits $ 4,183 $ 3,914 Accrued product warranty costs (1) 516 964 Accrued material purchases (2) 6,908 7,568 Accrued service agreement costs (3) 6,030 3,437 Accrued taxes, legal, professional and other 3,263 3,292 $ 20,900 $ 19,175 (1) Activity in the accrued product warranty costs during the fiscal year ended October 31, 2016 and 2015 included additions for estimates of potential future warranty obligations of $0.3 million and $0.6 million , respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.7 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 under the Integrated Global Supply Chain Plan ("IGSCP") whereby the Company procures materials on POSCO's behalf for its production facility. The liability represents amounts received for the purchase of materials on behalf of POSCO. Amounts due to vendors is recorded as Accounts Payable. (3) Activity in service agreement costs represents an increase in loss accruals on service contracts of $1.9 million from $0.8 million as of October 31, 2015 to $2.7 million as of October 31, 2016. The increase primarily relates to renewals of legacy service contracts. The accruals for performance guarantees also increased from $2.6 million as of October 31, 2015 to $3.3 million as of October 31, 2016 based on the minimum output falling below the contract requirements for certain contracts offset by guarantee payments to customers. |
Debt and Leases
Debt and Leases | 12 Months Ended |
Oct. 31, 2016 | |
Debt and Leases [Abstract] | |
Debt and Leases | Note 10. Debt Debt at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Hercules Loan and Security Agreement $ 20,521 $ — State of Connecticut Loan 10,000 — PNC obligation of Company's finance subsidiary 41,603 — NRG loan agreement 1,755 3,763 Connecticut Clean Energy and Finance Investment Authority Note 6,050 6,052 Connecticut Development Authority Note 2,589 2,817 Revolving credit facility — 2,945 Capitalized lease obligations 660 726 Total debt $ 83,178 $ 16,303 Current portion of long-term debt (5,275 ) (7,358 ) Long-term debt $ 77,903 $ 8,945 Aggregate annual principal payments under our loan agreements and capital lease obligations for the years subsequent to October 31, 2016 are as follows (in thousands): Year 1 $ 5,275 Year 2 26,530 Year 3 3,426 Year 4 3,954 Year 5 3,743 Thereafter 40,250 $ 83,178 In April 2016, the Company entered into a loan and security agreement (the "Agreement") with Hercules Capital, Inc. (“Hercules”) for an aggregate principal amount of up to $25.0 million , subject to certain terms and conditions. The Company received an initial term loan advance on the date of closing of $15.0 million . The Company took an additional loan advance of $5.0 million in September 2016 due to certain milestones being met (“Tranche II”). We may also have available a loan advance of $5.0 million beginning on the later of January 1, 2017 or the date certain milestones are met and June 15, 2017 (“Tranche III”). The loan is a 30 month secured facility and the term loan interest is currently 9.5% . Interest is paid on a monthly basis. As of October 31, 2016, interest only payments are required through November 1, 2017. If certain additional performance milestones are achieved, the interest only period would be extended to May 1, 2018. Upon completion of interest only payments, the loan balance and all accrued and unpaid interest is due and payable in equal monthly installments by October 1, 2018. Per the terms of the Agreement, there is an end of term charge of $1.7 million ,which is being accreted over the thirty -month term using the effective interest rate method, which would increase to $2.1 million if the Company receives an additional $5.0 million advanced as discussed above. As collateral for obligations under the Agreement, the Company granted Hercules a security interest in its existing and hereafter-acquired assets except for intellectual property and certain other excluded assets. Collateral does not include assets held by the Company's finance subsidiary or any project subsidiary thereof. The Company may continue to collateralize and finance its project subsidiaries through other lenders and partners. The loan contains a financial covenant whereby the Company is required to maintain an unrestricted cash balance of at least (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 date payment was issued. In November 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10.0 million to be used 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 Note, payment of principal is deferred for the first four years . Interest at a fixed rate of 2.0% became payable beginning December 2015. The principal is payable over 15 years , and is predicated on certain terms and conditions, including the forgiveness of up to half of the loan principal if certain job retention and job creation targets are reached. In 2015, the Company entered into an agreement with PNC, whereby the Company’s project finance subsidiaries may enter into sale-leaseback agreements for commissioned projects where we have entered into a PPA with the end-user of power and site host. 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. During 2016, three sales-leaseback transactions were completed under the PNC agreement, generating financing aggregating $41.6 million as of October 31, 2016. In July 2014, the Company, through its wholly-owned subsidiary, entered into a Loan Agreement with NRG (the “Loan Agreement”). Pursuant to the Loan Agreement, NRG extended a $40.0 million revolving construction and term financing facility for the purpose of accelerating project development by the Company and its subsidiaries. We may draw on the facility to finance the construction of projects through the commercial operating date of the power plants. The interest rate is 8.5% per annum for construction-period financing and 8.0% thereafter. Fees that were paid 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 . Borrowings under the Loan Agreement are secured by the related project assets. The loans may be repaid early should the projects be sold or refinanced at the option of the Company. The Company has a long-term loan agreement with the Connecticut Clean Energy and Finance Investment Authority (CEFIA, now known as the CT Green Bank) totaling $5.9 million in support of the 2013 Bridgeport Fuel Cell Park project. The loan agreement carries an interest rate of 5.0% . Interest only payments commenced in January 2014 and principal payments will commence on the eighth anniversary of the project's provisional acceptance date, which is December 20, 2021, payable in forty-eight equal monthly installments. Outstanding amounts are secured by cash flows from the Bridgeport Fuel Cell Park service agreement. We have a loan agreement with the Connecticut Development Authority to finance equipment purchases associated with manufacturing capacity expansion allowing for a maximum amount borrowed of $4.0 million . The interest rate is 5.0% and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. Repayment terms require interest and principal payments through May 2018. During 2015, the Company had a revolving credit facility with JPMorgan Chase Bank, N.A. (the "Bank") for financing export receivables and was supported by the U.S. Import Export Bank. The credit facility expired on November 28, 2015 and the outstanding balance was paid back on November 24, 2015. We lease computer equipment under master lease agreements. Lease payment terms are generally 36 months from the date of acceptance for leased equipment. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Oct. 31, 2016 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | Note 11. Shareholders’ Equity Authorized Common Stock In April 2016, the number of authorized shares of the Company's common stock was increased from 39,583,333 to 75,000,000 , by vote of a majority of the Company's security holders. July 2016 Securities Offering On July 12, 2016 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. The Company received net proceeds from the transaction of $34.7 million , after deducting underwriter discounts and offering expenses of $2.6 million . The transaction consisted of 1,474,000 shares of common stock, 7,680,000 Series A Warrants and 4,926,000 pre-funded Series B Warrants (the "Series B Warrants"). The Series A warrants have 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 Series B Warrants are fully pre-funded warrants and are immediately exercisable. They have an exercise price of $0.0001 per share and will expire on the fifth anniversary of the issue date. The Series B Warrants were offered to the investor, whose purchase of shares of common stock in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of FuelCell Energy’s outstanding common stock following the consummation of this offering. In lieu of purchasing shares of common stock that would result in its ownership of the Company in excess of 4.99% , the investor purchased the Series B Warrants. Such Series B Warrants grant the investor the right to acquire additional shares of FuelCell Energy common stock at a point in time of its choosing within five years of the issue date of the Series B Warrants. The following table outlines the warrant activity during the year ended October 31, 2016: Series A Warrants Series B Warrants Balance at July 12, 2016 (date of issuance) 7,680,000 4,926,000 Warrants exercised — (1,100,000 ) Warrants expired — — Balance at October 31, 2016 7,680,000 3,826,000 The warrants and pre-funded warrants continue to qualify for permanent equity accounting treatment. Subsequent to the year ended October 31, 2016, 1.8 million additional Series B Warrants were exercised. Other Common Stock Sales and Outstanding Warrants The Company may sell common stock on the open market from time to time. The proceeds of these sales may be used for general corporate purposes or to pay obligations related to the Company's outstanding Series 1 and Series B preferred shares. During the years ended October 31, 2016 and 2015, respectively, the Company sold 6.0 million shares and 1.9 million shares of the Company's common stock at prevailing market prices through periodic trades on the open market and raised approximately $36.1 million and $26.9 million , net of fees. On July 30, 2014, the Company issued a warrant to NRG in conjunction with the entry into a Securities Purchase Agreement for the sale of common stock. Pursuant to the warrant agreement, NRG has the right to purchase up to 0.2 million shares of the Company's common stock at an exercise price of $40.20 per share. The warrants continue to qualify for permanent equity accounting treatment and expire on July 30, 2017. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Oct. 31, 2016 | |
Preferred Stock [Abstract] | |
Redeemable Preferred Stock | Note 12. Redeemable Preferred Stock Redeemable Series B Preferred Stock We have 250,000 shares of our 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 ) (“Series B Preferred Stock”) authorized for issuance. At October 31, 2016 and 2015, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million . The following is a summary of certain provisions of our Series B Preferred Stock. • Ranking — Shares of Series B Preferred Stock rank with respect to dividend rights and rights upon our liquidation, winding up or dissolution: • senior to shares of our common stock; • junior to our debt obligations; and • effectively junior to our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. • Dividends - The Series B Preferred Stock pays cumulative annual dividends of $50 per share which are payable quarterly in arrears on February 15, May 15, August 15 and November 15, and if declared by the board of directors. Dividends accumulate and are cumulative from the date of original issuance. Accumulated dividends on the Series B Preferred Stock do not bear interest. The terms of our Series B preferred shares prohibit the payment of dividends on our common stock unless all dividends on the Series B preferred stock have been paid in full. The dividend rate is subject to upward adjustment as set forth in the Certificate of Designation if we fail to pay, or to set apart funds to pay, any quarterly dividend. The dividend rate is also subject to upward adjustment as set forth in the Registration Rights Agreement entered into with the Initial Purchasers if we fail to satisfy our registration obligations with respect to the Series B Preferred Stock (or the underlying common shares) under the Registration Rights Agreement. The dividend on the Series B Preferred Stock may be paid in cash; or at the option of the Company, in shares of our common stock, which will be registered pursuant to a registration statement to allow for the immediate sale of these common shares in the public market. Dividends of $3.2 million were paid in cash in each of the years ended October 31, 2016, 2015 and 2014. There were no cumulative unpaid dividends at October 31, 2016 and 2015. • Liquidation - The Series B Preferred Stock stockholders are entitled to receive, in the event that we are liquidated, dissolved or wound up, whether voluntary or involuntary, $1,000 per share plus all accumulated and unpaid dividends to the date of that liquidation, dissolution, or winding up (“Liquidation Preference”). Until the holders of Series B Preferred Stock receive their Liquidation Preference in full, no payment will be made on any junior shares, including shares of our common stock. After the Liquidation Preference is paid in full, holders of the Series B Preferred Stock will not be entitled to receive any further distribution of our assets. At October 31, 2016 and 2015, the Series B Preferred Stock had a Liquidation Preference of $64.0 million . • Conversion Rights - Each Series B Preferred Stock share may be converted at any time, at the option of the holder, into 7.0922 shares of our common stock (which is equivalent to an initial conversion price of $141 per share) plus cash in lieu of fractional shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as described below, but will not be adjusted for accumulated and unpaid dividends. If converted, holders of Series B Preferred Stock do not receive a cash payment for all accumulated and unpaid dividends; rather, all accumulated and unpaid dividends are canceled. We may, at our option, cause shares of Series B Preferred Stock to be automatically converted into that number of shares of our common stock that are issuable at the then prevailing conversion rate. We may exercise our conversion right only if the closing price of our common stock exceeds 150% of the then prevailing conversion price ( $141 at October 31, 2016) for 20 trading days during any consecutive 30 trading day period, as described in the Certificate of Designation. If holders of Series B Preferred Stock elect to convert their shares in connection with certain fundamental changes, as defined, we will in certain circumstances increase the conversion rate by a number of additional shares of common stock upon conversion or, in lieu thereof, we may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that shares of our Series B Preferred Stock are converted into shares of the acquiring or surviving company, in each case as described in the Certificate of Designation. The adjustment of the conversion price is to prevent dilution of the interests of the holders of the Series B Preferred Stock from certain dilutive transactions with holders of common stock. • Redemption — We do not have the option to redeem the shares of Series B Preferred Stock. However, holders of the Series B Preferred Stock can require us to redeem all or part of their shares at a redemption price equal to the Liquidation Preference of the shares to be redeemed in the case of a fundamental change, as defined. We may, at our option, elect to pay the redemption price in cash or in shares of our common stock, valued at a discount of 5% from the market price of shares of our common stock, or any combination thereof. Notwithstanding the foregoing, we may only pay such redemption price in shares of our common stock that are registered under the Securities Act of 1933 and eligible for immediate sale in the public market by non-affiliates of the Company. • Voting Rights - Holders of Series B Preferred Stock currently have no voting rights. Series 1 Preferred Shares FuelCell Energy Ltd. (“FCE Ltd”), the Company's wholly owned subsidiary, has 1,000,000 Series 1 Preferred Shares outstanding, Preferred Shares”) which are held by Enbridge, Inc. ("Enbridge"). FuelCell guarantees the return of principal and dividend obligations of FCE Ltd. to the Series 1 preferred shareholder. The terms of the Series 1 Preferred Shares includes payments of (i) annual dividend payments of Cdn. $500,000 and (ii) annual return of capital payments of Cdn. $750,000 . These payments commenced on March 31, 2011 and will end on December 31, 2020. On December 31, 2020 the amount of all accrued and unpaid dividends on the Series 1 Preferred Shares of Cdn. $21.1 million and the balance of the principal redemption price of Cdn. $4.4 million shall be paid to the holders of the Series 1 Preferred Shares. FCE Ltd. has the option of making dividend payments in the form of common stock or cash under the Series 1 Preferred Shares provisions. Because the Series 1 preferred shares are classified as a mandatorily redeemable financial instrument, they are presented as a liability on the consolidated balance sheet. The Company made its scheduled payments of Cdn. $1.3 million during each of fiscal year 2016, 2015 and 2014, under the terms of the agreement, including the recording of interest expense, which reflects the amortization of the fair value discount of approximately Cdn. $2.4 million , Cdn. $2.3 million and Cdn. $2.1 million , respectively. At October 31, 2016 and 2015, the carrying value of the Series 1 Preferred shares was Cdn. $ 18.0 million ( $13.5 million ) and Cdn. 16.9 million ( $12.6 million ), respectively and is classified as preferred stock obligation of subsidiary on the consolidated balance sheets. In addition to the above, the significant terms of the Series 1 Preferred Shares include the following: • Voting Rights — The holders of the Series 1 Preferred Shares are not entitled to any voting rights. • Dividends — Dividend payments can be made in cash or common stock of the Company, at the option of FCE Ltd., and if common stock is issued it may be unregistered. If FCE Ltd. elects to make such payments by issuing common stock of the Company, the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in US dollars at which board lots of the common shares have been traded on NASDAQ during the 20 consecutive trading days preceding the end of the calendar quarter for which such dividend in common shares is to be paid converted into Canadian dollars using the Bank of Canada’s noon rate of exchange on the day of determination. • Redemption — The Series 1 Preferred Shares are redeemable by FCE Ltd. for Cdn. $25 per share less any amounts paid as a return of capital in respect of such share plus all unpaid dividends and accrued interest. Holders of the Series 1 Preferred Shares do not have any mandatory or conditional redemption rights. • Liquidation or Dissolution — In the event of the liquidation or dissolution of FCE Ltd., the holders of Series 1 Preferred Shares will be entitled to receive Cdn. $25 per share less any amounts paid as a return of capital in respect of such share plus all unpaid dividends and accrued interest. The Company has guaranteed any liquidation obligations of FCE Ltd. • Exchange Rights — A holder of Series 1 Preferred Shares has the right to exchange such shares for fully paid and non-assessable common stock of the Company at the following exchange prices: • Cdn. $1,664.52 per share of common stock after July 31, 2015 until July 31, 2020; and • at any time after July 31, 2020, at a price equal to 95% of the then current market price (in Cdn. $) of the Company’s common stock at the time of conversion. The exchange rates set forth above shall be adjusted if the Company: (i) subdivides or consolidates the common stock; (ii) pays a stock dividend; (iii) issues rights, options or other convertible securities to the Company's common stockholders enabling them to acquire common stock at a price less than 95% of the then-current price; or (iv) fixes a record date to distribute to the Company's common stockholders shares of any other class of securities, indebtedness or assets. Derivative liability related to Series 1 Preferred Shares The conversion feature and variable dividend contained in the terms of the Series 1 Preferred Shares are not clearly and closely related to the characteristics of the Series 1 Preferred Shares. Accordingly, these features qualify as embedded derivative instruments and are required to be bifurcated and recorded as derivative financial instruments at fair value. The conversion feature is valued using a lattice model. Based on the pay-off profiles of the Series 1 Preferred Shares, it is assumed that we will exercise the call option to force conversion in 2020. Conversion after 2020 delivers a fixed pay-off to the investor, and is modeled as a fixed payment in 2020. The cumulative dividend is modeled as a quarterly cash dividend component (to satisfy minimum dividend payment requirement), and a one-time cumulative dividend payment in 2020. The variable dividend is valued using a Monte Carlo simulation model. The assumptions used in these valuation models include historical stock price volatility, risk-free interest rate and a credit spread based on the yield indexes of technology high yield bonds, foreign exchange volatility as the security is denominated in Canadian dollars, and the closing price of our common stock. The aggregate fair value of these derivatives included within long-term debt and other liabilities on the consolidated balance sheets at October 31, 2016 and 2015 was $0.7 million . |
Segment Information
Segment Information | 12 Months Ended |
Oct. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information | Note 13. Segment Information We are engaged in the development, design, production, construction and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. Due to the nature of the internal financial and operational reports reviewed by the chief operating decision maker, who does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if it operated as a standalone business segment, we have identified one business segment: fuel cell power plant production and research. Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2016, 2015 and 2014 were as follows (in thousands): 2016 2015 2014 United States $ 48,697 $ 52,109 $ 52,765 South Korea 52,007 109,953 124,669 England 277 142 119 Germany 7,147 764 869 Canada 124 — 820 Spain — 109 1,051 Total $ 108,252 $ 163,077 $ 180,293 Service agreement revenue which is included within Service agreements and license revenues on the consolidated statement of operations was $26.6 million , $16.3 million and $21.7 million , for the years ended October 31, 2016, 2015 and 2014, respectively. Long-lived assets located outside of the United States at October 31, 2016 and 2015 are not significant individually or in the aggregate. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Oct. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Benefit Plans | Note 14. Benefit Plans We have shareholder approved equity incentive plans, a shareholder approved Section 423 Stock Purchase Plan (the “ESPP”) and an employee tax-deferred savings plan, which are described in more detail below. Equity Incentive Plans The Company has 2006 and 2010 Equity Incentive Plans (collectively, the “Equity Plans”). In April 2016, the number of shares of common stock reserved for issuance under the Equity Plans was increased to 2.5 million shares by vote of a majority of the Company's security holders. The Board is authorized to grant incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units ("RSUs"), performance units, performance shares, dividend equivalent rights and other stock based awards to our officers, key employees and non-employee directors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. The Company also has an international award program to provide RSUs for the benefit of certain employees outside the United States. At October 31, 2016, there were 0.8 million shares available for grant. At October 31, 2016, equity awards outstanding consisted of incentive stock options, nonstatutory stock options, RSAs and RSUs. The Company's 1998 Equity Incentive Plan remains in effect only to the extent of awards outstanding under the plan at October 31, 2016. Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands): 2016 2015 2014 Cost of revenues $ 745 $ 769 $ 751 General and administrative expense 2,110 1,990 1,718 Research and development expense 504 360 436 $ 3,359 $ 3,119 $ 2,905 Stock Options We account for stock options awarded to employees and non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: 2016 2015 2014 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 1.5 % 1.7 % 2.3 % Volatility 80.1 % 80.3 % 81.1 % Dividend yield — % — % — % The expected life is the period over which our employees are expected to hold the options and is based on historical data for similar grants. The risk free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected volatility is based on the historical volatility of our stock. Dividend yield is based on our expected dividend payments over the expected life. The following table summarizes our stock option activity for the year ended October 31, 2016: Weighted- Average Option Options Shares Price Outstanding at October 31, 2015 257,769 $ 57.89 Granted 24,310 $ 6.44 Canceled (35,156 ) $ 113.31 Outstanding at October 31, 2016 246,923 $ 44.88 The weighted average grant-date fair value per share for options granted during the years ended October 31, 2016, 2015 and 2014 was $6.44 , $13.24 and $21.48 , respectively. There were no options exercised in fiscal year 2016, 2015 or 2014. The following table summarizes information about stock options outstanding and exercisable at October 31, 2016: Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Number Remaining Exercise Number Exercise Exercise Prices outstanding Contractual Life Price exercisable Price $3.24 — $61.20 165,498 6.2 $ 18.78 154,421 $ 19.49 $61.21 — $119.04 76,205 0.9 $ 96.40 76,205 $ 96.40 $119.05 — $176.88 5,220 0.9 $ 120.28 5,220 $ 120.28 246,923 4.5 $ 44.88 235,846 $ 46.57 There was no intrinsic value for options outstanding and exercisable at October 31, 2016. Restricted Stock Awards and Units The following table summarizes our RSA and RSU activity for the year ended October 31, 2016: Weighted- Average Restricted Stock Awards and Units Shares Price Outstanding at October 31, 2015 483,570 16.67 Granted 704,153 6.40 Vested 182,738 16.11 Forfeited 14,950 13.21 Outstanding at October 31, 2016 990,035 9.52 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 4 years . At October 31, 2016, the 1.0 million outstanding RSAs and RSUs had an average remaining life of 2.8 years and an aggregate intrinsic value of $3.0 million . At October 31, 2016, total unrecognized compensation cost related to RSAs including RSUs was $7.5 million which is expected to be recognized over the next 2.8 years on a weighted-average basis. Stock Awards During the years ended October 31, 2016, 2015 and 2014, we awarded 24,379 ; 2,399 and 979 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 $0.2 million , $0.1 million and $0.1 million of expense for each of the respective years. Employee Stock Purchase Plan Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 years after the date of purchase. ESPP activity for the year ended October 31, 2016 was as follows: Number of ESPP Shares Balance at October 31, 2015 88,043 Issued at $9.02 per share (11,664 ) Issued at $5.07 per share (14,153 ) Available for issuance at October 31, 2016 62,226 The fair value of shares under the ESPP was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 2014 Expected life (in years) 0.5 0.5 0.5 Risk free interest rate 0.30 % 0.07 % 0.08 % Volatility 37.0 % 72.0 % 75.0 % Dividends yield — % — % — % The weighted-average fair value of shares issued under the ESPP during fiscal year 2016 and 2015 was $6.86 and $16.08 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 $0.6 million , $0.4 million and $ 0.3 million for the years ended October 31, 2016, 2015, and 2014, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2016 | |
Note 15. Income Taxes [Abstract] | |
Income Taxes | Note 15. Income Taxes The components of loss from continuing operations before income taxes for the years ended October 31, 2016, 2015, and 2014 were as follows (in thousands): 2016 2015 2014 U.S. $ (46,708 ) $ (26,459 ) $ (35,167 ) Foreign (3,981 ) (2,951 ) (3,228 ) Loss before income taxes $ (50,689 ) $ (29,410 ) $ (38,395 ) There was current income tax expense of $0.5 million , $0.3 million and $0.5 million related to foreign withholding taxes and income taxes in South Korea and no deferred federal income tax expense (benefit) for the years ended October 31, 2016, 2015 and 2014. Franchise tax expense, which is included in administrative and selling expenses, was $0.4 million for year ended October 31, 2016 and $0.2 million for each of the years ended October 31, 2015 and 2014. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2016, 2015 and 2014 was as follows: 2016 2015 2014 Statutory federal income tax rate (34.0 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (0.2 )% (0.1 )% (1.8 )% Foreign withholding tax 1.1 % 0.9 % 1.0 % Net operating loss adjustment and true-ups 3.3 % 4.7 % (25.4 )% Nondeductible expenditures 0.9 % 0.1 % 14.5 % Change in state tax rate (0.3 )% 1.6 % (0.8 )% Other, net 0.2 % 0.4 % 0.4 % Valuation allowance 30.1 % 27.3 % 47.1 % Effective income tax rate 1.1 % 0.9 % 1.0 % Our deferred tax assets and liabilities consisted of the following at October 31, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Compensation and benefit accruals $ 9,625 $ 8,389 Bad debt and other allowances 1,276 1,109 Capital loss and tax credit carry-forwards 12,772 12,998 Net operating losses (domestic and foreign) 265,799 257,373 Deferred license revenue 8,616 9,313 Inventory valuation allowances 278 77 Accumulated depreciation 4,653 535 Grant revenue 1,327 — Gross deferred tax assets: 304,346 289,794 Valuation allowance (304,346 ) (289,794 ) Deferred tax assets after valuation allowance — — Deferred tax liability: In process research and development (3,377 ) (3,377 ) Net deferred tax liability $ (3,377 ) $ (3,377 ) We continually evaluate our deferred tax assets as to whether it is “more likely than not” that the deferred tax assets will be realized. In assessing the realizability of our deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable, management believes that significant uncertainty exists surrounding the recoverability of the deferred tax assets. As a result, we recorded a full valuation allowance against our deferred tax assets. None of the valuation allowance will reduce additional paid in capital upon subsequent recognition of any related tax benefits. In connection with our 2012 acquisition of Versa we recorded a deferred tax liability for IPR&D, which has an indefinite life. Accordingly, we do not consider it to be a source of taxable income in evaluating the recoverability of our deferred tax assets. At October 31, 2016, we had federal and state NOL carryforwards of $748.6 million and $405.8 million , respectively, for which a portion of the NOL has not been recognized in connection with share-based compensation. The Federal NOL carryforwards expire in varying amounts from 2020 through 2035 while state NOL carryforwards expire in varying amounts from fiscal year 2017 through 2035 . Additionally, we had $11.1 million of state tax credits available, of which $0.7 million expires in fiscal year 2018. The remaining credits do not expire. Certain transactions involving the Company’s beneficial ownership occurred in fiscal year 2014 and prior years, which could have resulted in a stock ownership change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended. We have completed a detailed Section 382 study in fiscal year 2016 to determine if any of our NOL and credit carryovers will be subject to limitation. Based on that study we have determined that there was no ownership change as of the end of our fiscal year 2016 under Section 382. The acquisition of VERSA in fiscal year 2013 triggered a Section 382 ownership change which will limit the future usage of some of the Federal and state NOLs. The Federal and state NOLs that are non 382-limited are included in the NOL deferred tax assets as disclosed. As discussed in Note 1, the Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. The liability for unrecognized tax benefits at October 31, 2016 and 2015 was $15.7 million . This amount is directly associated with a tax position taken in a year in which federal and state NOL carryforwards were generated. Accordingly, the amount of unrecognized tax benefit has been presented as a reduction in the reported amounts of our federal and state NOL carryforwards. It is our policy to record interest and penalties on unrecognized tax benefits as income taxes; however, because of our significant NOLs, no provision for interest or penalties has been recorded. We file income tax returns in the U.S. and various states, primarily Connecticut and California, as well as income tax returns required internationally for South Korea and Germany. We are open to examination by the Internal Revenue Service and various states in which we file for fiscal year 2000 to the present. We are currently not under any income tax examinations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Oct. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 16. Earnings Per Share Basic earnings (loss) per common share (“EPS”) are generally calculated as income (loss) available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income (loss) available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The calculation of basic and diluted EPS for the years ended October 31, 2016, 2015 and 2014 was as follows: 2016 2015 2014 Numerator Net loss $ (51,208 ) $ (29,684 ) $ (38,883 ) Net loss attributable to noncontrolling interest 251 325 758 Preferred stock dividend (3,200 ) (3,200 ) (3,200 ) Net loss attributable to common shareholders $ (54,157 ) $ (32,559 ) $ (41,325 ) Denominator Weighted average basic common shares 29,773,700 24,513,731 20,473,915 Effect of dilutive securities (1) — — — Weighted average diluted common shares 29,773,700 24,513,731 20,473,915 Basic loss per share (1.82 ) (1.33 ) (2.02 ) Diluted loss per share (1) (1.82 ) (1.33 ) (2.02 ) (1) Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. At October 31, 2016 and 2015, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2016 October 31, 2015 July 2016 Offering - Series A Warrants 7,680,000 — July 2016 Offering - Series B Warrants 3,826,000 — July 2014 Offering - NRG Warrants 166,666 166,666 Outstanding options to purchase common stock 246,923 257,769 Unvested RSAs 915,831 450,783 5% Series B Cumulative Convertible Preferred Stock (2) 454,043 454,043 Series 1 Preferred Shares to satisfy conversion requirements (2) 1,042,000 337,200 Total potentially dilutive securities 14,331,463 1,666,461 (2) Refer to Note 12, 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Lease agreements At October 31, 2016 and 2015, we had capital lease obligations of $0.7 million . Lease payment terms are thirty-six months from the date of lease. We also lease certain computer and office equipment and manufacturing facilities in Torrington and Danbury, Connecticut under operating leases expiring on various dates through 2019. Rent expense was $1.8 million , $1.7 million and $1.7 million for the years ended October 2016, 2015 and 2014, respectively. On April 22, 2016, the Company modified its Torrington, Connecticut, lease to extend the term for an additional period of 15 years from January 1, 2016, and to provide the Company the right to expand the existing facility to 167,000 square feet. The Company has the right to purchase the facility and premises for a price of $4.7 million at any time during the fifteen year term, but no later than December 31, 2030. Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2016 were as follows (in thousands): Operating Leases Capital Leases 2016 $ 1,321 $ 375 2017 1,053 216 2018 737 60 2019 325 9 2020 363 — Thereafter 3,751 — Total $ 7,550 $ 660 Service and Warranty Agreements Under the provisions of our service agreements, we provide services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of our service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module. An estimate is not recorded for a potential performance guarantee liability until a performance issue has occurred on a particular power plant. At that point, the actual power plant’s output is compared against the minimum output guarantee and an accrual is recorded. The review of power plant performance is updated for each reporting period to incorporate the most recent performance of the power plant and minimum output guarantee payments made to customers, if any. The Company has provided for an accrual for performance guarantees, based on actual historical fleet performance, which totaled $3.3 million and $2.6 million at October 31, 2016 and 2015, respectively, and is recorded in Accrued Liabilities. Our loss accrual on service agreements, excluding the accrual for performance guarantees, totaled $2.7 million and $0.8 million at October 31, 2016 and 2015, respectively and is recorded in Accrued Liabilities. Our accrual estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. Power Purchase Agreements Under the terms of our PPAs, customers agree to purchase power from our fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and future electricity pricing available from the grid. As owner of the power plants, we are responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, we are also responsible for procuring fuel, generally natural gas, to run the power plants. We are typically not required to produce minimum amounts of power under our PPA agreements and we typically have the right to terminate PPA agreements by giving written notice to the customer, subject to certain exit costs. Expansion of Torrington Facility and Related Low-Cost Financing In December 2015, the Company commenced 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. Initially, this additional space will be used to enhance and streamline logistics functions through consolidation of satellite warehouse locations and will provide the space needed to reconfigure the existing production process to improve manufacturing efficiencies and realize cost savings. On November 9, 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10.0 million to be used for the first phase of the expansion project. In conjunction with this financing, the Company entered into a $10.0 million Promissory Note and related security agreements. See Note 10 for additional information. The second phase of our manufacturing expansion, for which we will be eligible to receive an additional $10.0 million in low-cost financing from the State of Connecticut, will commence as demand supports. The first phase of the expansion is expected to result in expenditures of up to $23.0 million that will be partially off-set by the $10.0 million of first phase funding received from the State of Connecticut. The total investment for both phases of the expansion could be up to $65.0 million over a five year period, of which $20.0 million will be funded by low cost financing from the State of Connecticut. Other At October 31, 2016, the Company has unconditional purchase commitments aggregating $61.7 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 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 (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 under this obligation 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 statutory 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, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2016 2015 2014 Cash interest paid $ 1,941 $ 677 $ 1,892 Income taxes paid $ 80 $ 8 $ 35 Noncash financing and investing activity: Common stock issued for convertible note conversions and make-whole settlements $ — $ — $ 46,186 Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions $ 105 $ 169 $ 105 Accrued sale of common stock, cash received in a subsequent period $ 357 $ 494 $ 633 Accrued purchase of fixed assets, cash paid in subsequent period $ 3,952 $ — $ — Accrued purchase of project assets, cash paid in subsequent period $ 1,797 — — |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Oct. 31, 2015 | |
Quarterly Information (Unaudited) [Abstract] | |
Quarterly Information (Unaudited) | Note 19. Quarterly Information (Unaudited) Selected unaudited financial data for each quarter of fiscal year 2016 and 2015 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, 2016 Revenues $ 33,482 $ 28,581 $ 21,716 $ 24,473 108,252 Gross (loss) profit (166 ) (157 ) 434 (468 ) (357 ) Loss on operations (11,517 ) (12,708 ) (10,323 ) (11,805 ) (46,353 ) Net loss (11,779 ) (15,414 ) (11,067 ) (12,948 ) (51,208 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (12,512 ) (16,173 ) (11,810 ) (13,662 ) (54,157 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.48 ) $ (0.56 ) $ (0.38 ) $ (0.41 ) (1.82 ) Year ended October 31, 2015 Revenues $ 41,670 $ 28,600 $ 41,356 $ 51,451 $ 163,077 Gross profit 4,014 2,023 3,595 3,144 12,776 Loss on operations (5,130 ) (8,793 ) (7,103 ) (7,866 ) (28,892 ) Net loss (4,154 ) (9,997 ) (6,628 ) (8,905 ) (29,684 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (4,866 ) (10,694 ) (7,339 ) (9,660 ) (32,559 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.20 ) $ (0.44 ) $ (0.29 ) $ (0.38 ) (1.33 ) (1) The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Subsequent events (Notes)
Subsequent events (Notes) | 12 Months Ended |
Oct. 31, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Note 20. Subsequent Events On November 30, 2016, a business restructuring was completed to reduce costs and align production levels with current levels of demand in a manner that is consistent with the Company’s long-term strategic plan. The Company is reducing materials spend as well as implementing various cost control initiatives. The workforce was reduced at both the North American production facility in Torrington, Connecticut, as well as at corporate offices in Danbury and remote locations. A total of 96 positions, or approximately 17% of the global workforce, was impacted. The production rate has been reduced to twenty-five megawatts annually, from the prior rate of fifty megawatts annually, in order to position for delays in anticipated order flow. A personnel-related restructuring charge of approximately $3.0 million will be incurred in fiscal year 2017, with approximately one half of the charge composed of cash severance costs and the remainder representing non-cash charges. This production level is anticipated to be temporary and will be reevaluated as order flow dictates, with any future increases being undertaken from what is now a lower cost basis. |
Nature of Business and Basis 29
Nature of Business and Basis of Presentation Level 2 (Policies) | 12 Months Ended |
Oct. 31, 2016 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at date of acquisition. We place our temporary cash investments with high credit quality financial institutions. At October 31, 2016, $34.1 million of cash and cash equivalents was pledged as collateral for letters of credit and for certain banking requirements and contractual commitments, compared to $26.9 million pledged at October 31, 2015. The restricted cash balance includes $15.0 million as of October 31, 2016 and 2015, which has been placed in a Grantor's Trust account to secure certain FCE obligations under a 15-year service agreement for the Bridgeport Fuel Cell Park project and has been classified as Restricted cash and cash equivalents - long-term. At October 31, 2016 and 2015, we had outstanding letters of credit of $7.9 million and $8.7 million , respectively, which expire on various dates through April 2019 . Cash and cash equivalents at October 31, 2016 and 2015 also included $5.3 million and $9.6 million , respectively, of cash advanced by POSCO Energy for raw material purchases made on its behalf by FuelCell Energy. Under an inventory procurement agreement that ensures coordinated purchasing from the global supply chain, FuelCell Energy provides procurement services for POSCO Energy and receives compensation for services rendered. While POSCO Energy makes payments to us in advance of supplier requirements, quarterly receipts may not match disbursements. |
Inventory and Advance Payments to Vendors, Policy [Policy Text Block] | Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as other current assets on the consolidated balance sheets. Inventories are reviewed to determine if valuation allowances are required for obsolescence (excess, obsolete, and slow-moving inventory). This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power plants. |
Project Assets Policy [Policy Text Block] | Project Assets Project assets consist 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, or of capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC or projects in development for which we expect to secure long-term contracts. These projects are actively being marketed and intended to be sold, although we may choose to retain ownership of one or more of these projects after they become operational if we determine it would be of economic and strategic benefit. Additionally, Project assets include capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction (see "Sale-Leaseback Facility" below). Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. Once we enter into a definitive sales agreement we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. We classify project assets as current if the expected commercial operation date is less than twelve months and long-term if it is greater than twelve months from the balance sheet date. The current portion of project assets is currently held for sale, however, should the Company elect to retain a project asset, or elect to enter into a sale-leaseback transaction with respect to it, it will be classified as long-term upon such election. There were no short-term project assets as of October 31, 2016. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intellectual Property Intellectual property, including internally generated patents and know-how, is carried at no value. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", (ASC 350) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and intangible assets with indefinite lives at July 31, 2016. The goodwill and intangible assets all relate to the Company's Versa reporting unit. Goodwill and other indefinite lived intangible assets are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. No impairment charges were recorded during any of the years presented. |
Impairment of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No impairment charges were recorded during any of the years presented. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We earn revenue from (i) the sale and installation of fuel cell power plants (ii) the sale of fuel cell modules, component part kits and spare parts to customers, (iii) site engineering and construction services, (iv) performance under long-term service agreements, (v) the sale of electricity under power purchase agreements ("PPA"), (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) customer-sponsored advanced technology projects. The Company periodically enters into arrangements with customers that involve multiple elements of the above items. We assess such contracts to evaluate whether there are multiple deliverables, and whether the consideration under the arrangement is being appropriately allocated to each of the deliverables. Our revenue is primarily generated from customers located throughout the U.S., Asia and Europe and from agencies of the U.S. Government. Revenue from power plant construction, module and module kit sales, construction services and component part revenue is recorded as product sales in the consolidated statements of operations. Construction services includes engineering, procurement and construction (EPC) services of the overall fuel cell project. The installation of a power plant at a customer site includes significant site preparation which is included in the EPC component and is required to be completed before integration of the fuel cell power plant. Revenue from service agreements, PPAs and license and royalty revenue is recorded as service and license revenues. Revenue from customer-sponsored advanced technology research and development projects is recorded as advanced technologies contract revenues in the consolidated statements of operations. For customer contracts for complete DFC power plants which the Company has adequate cost history and estimating experience, and that management believes it can reasonably estimate total contract costs, revenue is recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience of our engineers, project managers and other personnel, who review each long-term contract on a quarterly basis to assess the contract's schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to revenue. Revenues are recognized based on the proportion of costs incurred to date relative to total estimated costs at completion as compared to the contract value. For customer contracts for new or significantly customized products, where management does not believe it has the ability to reasonably estimate total contract costs, revenue is recognized using the completed contract method and therefore all revenue and costs for the contract are deferred and not recognized until installation and acceptance of the power plant is complete. For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. Actual results could vary from initial estimates and the estimates will be updated as conditions change. Revenue from the sale of fuel cell modules, component part kits and spare parts is recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provide for a transfer of title and risk of loss to our customers at our factory locations upon completion of our contractual requirement to produce products and prepare the products for shipment. A shipment in place may occur in the event that the customer is not ready to take delivery of the products on the contractually specified delivery dates. Site engineering and construction services revenue is recognized on a percentage of completion basis as costs are incurred. Revenue from service agreements is generally recorded ratably over the term of the service agreement, as our performance of routine monitoring and maintenance under these service agreements are generally expected to be incurred on a straight-line basis. For service agreements where we expect to have a module exchange at some point during the term (generally service agreements in excess of five years), the costs of performance are not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange is deferred and is recognized upon such module replacement event. Revenue from funded advanced technology contracts is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue from customer funded advanced technology programs are generally multi-year, cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we are reimbursed only a portion of the costs incurred. While advanced technology contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and funds are authorized. |
Sale Leaseback Transactions, Policy [Policy Text Block] | Sale-Leaseback Accounting From time to time, the Company, through an indirect wholly-owned subsidiary, enters into sale-leaseback transactions for commissioned projects 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 because the leased property being considered integral equipment, sale accounting is precluded by ASC 840-40. 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. Judgment is required to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recorded at the end of the lease term. 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. |
Warranty and Service Expense Recognition [Policy Text Block] | Warranty and Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is limited to a term generally 15 months after shipment or 12 months after acceptance of our products, except for fuel cell kits. We have agreed to warranty fuel cell kits and components for 21 months from the date of shipment due to the additional shipping and customer manufacture time required. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. At October 31, 2016 and 2015, the warranty accrual, which is classified in accrued liabilities on the consolidated balance sheet, totaled $0.5 million and $1.0 million , respectively. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power plants. Under the terms of these service agreements, the power plant must meet a minimum operating output during the term. If minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company has accrued for performance guarantees of $3.3 million and $2.6 million at October 31, 2016 and 2015, respectively. The Company provides for loss accruals for all service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available, our limit of liability on service agreements and future operating plans for the power plant. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. At October 31, 2016, our loss accruals on service agreements totaled $2.7 million compared to $0.8 million at October 31, 2015. At the end of our service agreements, customers are expected to either renew the service agreement or, based on the Company's rights to title of the module, the module will be returned to the Company as the plant is no longer being monitored or having routine service performed. At October 31, 2016, the Company did not have an asset related to the residual value of replacement modules in power plants under service agreements compared to $2.5 million at October 31, 2015. |
Revenue Recognition, Services, Royalty Fees [Policy Text Block] | License Agreements and Royalty Income We generally recognize license fees and other revenue over the term of the associated agreement. License fees and royalty income have been included within revenues on the consolidated statement of operations. The Company receives license fees and royalty income from POSCO Energy as a result of certain manufacturing and technology transfer agreements. In October 2016, these agreements were extended until October 31, 2027, after which they may be extended in five-year increments by mutual agreement of the parties. The Cell Technology Transfer Agreement ("CTTA") provides POSCO Energy with the technology to manufacture Direct FuelCell power plants in South Korea and the exclusive market access to sell power plants throughout Asia. The CTTA contains multiple elements, including the license of technology and market access rights, fuel cell module kit product deliverables, as well as professional service deliverables. We identified these three items as deliverables under the multiple-element arrangement guidance and evaluated the estimated selling prices to allocate the relative fair value to these deliverables, as vendor-specific objective evidence and third-party evidence was not available. The Company's determination of estimated selling prices involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the tangible product and cost of professional service deliverables, the anticipated margin on those deliverables, prices charged when those deliverables are sold on a stand-alone basis in limited sales, and the Company's ongoing pricing strategy and practices used to negotiate and price overall bundled product, service and license arrangements. We are recognizing the consideration allocated to the license of technology and market access rights as revenue over the fifteen -year license term on a straight-line basis, and have recognized the amounts allocated to the module kit deliverables and professional service deliverables when such items were delivered to POSCO Energy. We have also determined that based on the utility to the customer of the fully developed technology that was licensed in the Cell Technology Transfer Agreement, there is stand-alone value for this deliverable. In connection with the CTTA, fees totaling $18.0 million were paid between fiscal year 2012 and 2015. The Company also receives 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. Additionally, under the STTA certain license fee income aggregating $7.0 million is being recognized ratably over fifteen years beginning November 1, 2012. Under the terms of the TTA, POSCO Energy manufactures balance of plant (“BOP”) in South Korea using its design, procurement and manufacturing expertise. 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 South Korea. The Company has a Master Service Agreement with POSCO Energy, whereby POSCO Energy has more responsibility for servicing installations in Asia that utilize power plants manufactured by POSCO Energy. The Company performs engineering and support services for each unit in the installed fleet and receives quarterly fees as well as a 3.0% royalty on each fuel cell module replacement under service agreements that were built by POSCO Energy and installed at any plant in Asia. In April 2014, the Company entered into an Integrated Global Supply Chain Plan Agreement ("IGSCP") with POSCO Energy. FuelCell Energy provides procurement services for POSCO Energy and receives compensation as recognized revenue for services rendered. The Company recorded revenue of $6.2 million , $3.9 million and $4.3 million for the years ended October 31, 2016, 2015 and 2014, respectively, relating to the above agreements. Future license and royalty income will consist of amortization of the license payments discussed above as well as a 3.0% royalty on POSCO Energy net product sales related to FCE's technology and each scheduled fuel cell module replacement under terms of our Master Service Agreement. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue and Customer Deposits We receive payments from customers upon the acceptance of a purchase order and when contractual milestones are reached. These payments may be deferred based on the nature of the payment and status of the specific project. Deferred revenue is recognized as revenue in accordance with our revenue recognition policies summarized above. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreement with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. These costs are recorded as Advanced Technologies contract revenues in the consolidated statements of operations. Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the consolidated statements of operations. |
Concentrations, Policy [Policy Text Block] | Concentrations We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for advanced technologies contracts. For the years ended October 31, 2016, 2015 and 2014, our top customers accounted for 78% , 89% and 85% , respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2016, 2015 and 2014, respectively, are presented below. 2016 2015 2014 POSCO Energy 48 % 67 % 69 % The United Illuminating Company 10 % 14 % 9 % Department of Energy 8 % 5 % 4 % Dominion Bridgeport Fuel Cell, LLC 6 % 3 % 3 % BioFuels Energy, LLC 6 % — % — % Total 78 % 89 % 85 % POSCO Energy is a related party and owns approximately 7% of the outstanding common shares of the Company. Additionally, NRG Energy is a related party, which owns approximately 4% of the outstanding common shares of the Company. |
Derivatives, Policy [Policy Text Block] | Derivatives We do not use derivatives for speculative purposes and through fiscal year end 2016, have not used derivatives for hedging or trading purposes. Our derivative instruments consist of embedded derivatives in our Series 1 Preferred Shares. We account for these derivatives using the fair-value method with changes in fair value recorded to operations. Refer to Note 12 for additional information. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, excess, slow-moving and obsolete inventories, product warranty costs, service agreement loss accruals, allowance for uncollectable receivables, depreciation and amortization, impairment of goodwill, intangible and long-lived assets, income taxes, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. |
Foreign Currency Translations Policy [Policy Text Block] | Foreign Currency Translation The translation of FuelCell Korea Ltd’s, FCES GmbH's and Versa Power Systems Ltd. financial statements results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity (deficit). Our Canadian subsidiary, FCE Ltd., is financially and operationally integrated and the functional currency is U.S. dollars. We are subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized gains of $0.3 million , $1.7 million and $0.6 million for the years ended October 31, 2016, 2015 and 2014, respectively. These amounts have been classified as other income (expense), net in the consolidated statements of operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Guidance In October 2016, the FASB ASU 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash". The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company has early-adopted ASU 2016-18 using a retrospective transition method for each period presented in this ASU. Accordingly, Restricted Cash and Cash Equivalents has been reclassified as a component of Cash, Cash Equivalents, and Restricted Cash in the Consolidated Statement of Cash Flows for all periods presented. |
Recent Accounting Guidance Not Yet Effective [Policy Text Block] | Recent Accounting Guidance Not Yet Effective In February 2016, the FASB issued Accounting Standards Update ("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, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (first quarter of fiscal 2020 for the Company). Early adoption is permitted. The Company has both operating and capital leases (Refer to Note 17. Commitments and Contingences) 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 this will result in the recognition of right-of-use assets and lease liabilities not currently recorded on our consolidated financial statements under existing accounting guidance, but 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 April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU simplifies the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt instrument, consistent with debt discounts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015 and for interim periods therein. Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial position. In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for fiscal years, and interim periods within those years beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. In March 2015, the FASB voted to defer the effective date by one year to fiscal year, and interim periods within those fiscal years beginning after December 15, 2017 (first quarter of fiscal 2019 for the Company), but allow adoption as of the original adoption date. The Company has numerous different revenue sources including from the sale and installation of fuel cell power plants, site engineering and construction services, sale of modules and spare parts, providing service under service agreements, sale of electricity under power purchase agreements, license fees and royalty income from manufacturing and technology transfer agreements and customer-sponsored advanced technology projects. This requires application of various revenue recognition methods under current accounting guidance. Although we anticipate that upon adoption of this new ASU the timing of revenue recognition for certain of our revenue sources might change, we are still evaluating the financial statement impacts of the guidance in this ASU and determining which transition method we will utilize. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606)." This topic provides narrow-scope improvements and practical expedient regarding collectability, presentation of sales tax collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition and other technical corrections. |
Nature of Business and Basis 30
Nature of Business and Basis of Presentation (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percent of customer consolidated revenues [Table Text Block] | The percent of consolidated revenues from each customer for the years ended October 31, 2016, 2015 and 2014, respectively, are presented below. 2016 2015 2014 POSCO Energy 48 % 67 % 69 % The United Illuminating Company 10 % 14 % 9 % Department of Energy 8 % 5 % 4 % Dominion Bridgeport Fuel Cell, LLC 6 % 3 % 3 % BioFuels Energy, LLC 6 % — % — % Total 78 % 89 % 85 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Advanced Technology (including U.S. Government (1) ): Amount billed $ 2,463 $ 433 Unbilled recoverable costs 3,068 3,077 5,531 3,510 Commercial customers: Amount billed 5,411 19,331 Unbilled recoverable costs 13,651 37,949 19,062 57,280 $ 24,593 $ 60,790 (1) Total U.S. Government accounts receivable outstanding at October 31, 2016 and 2015 is $2.2 million and $2.6 million , respectively. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Raw materials $ 25,286 $ 29,103 Work-in-process (1) 48,520 36,651 Inventories $ 73,806 $ 65,754 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process at October 31, 2016 and 2015 is $40.6 million and $13.3 million , respectively, of completed standard components. |
Project Assets (Tables)
Project Assets (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Project assets [Abstract] | |
Project assets [Table Text Block] | Project assets at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Current project assets — 5,260 Long-term project assets 47,111 6,922 Project assets 47,111 12,182 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 9,218 9,263 10-26 years Machinery, equipment and software 87,350 83,578 3-8 years Furniture and fixtures 3,509 3,137 10 years Construction in progress 16,388 9,948 — 116,989 106,450 Accumulated depreciation (80,349 ) (77,448 ) Property, plant and equipment, net $ 36,640 $ 29,002 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other current assets at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Advance payments to vendors (1) $ 1,247 $ 2,281 Deferred finance costs (2) 417 198 Notes receivable 1,007 585 Prepaid expenses and other (3) 7,775 3,890 $ 10,446 $ 6,954 (1) Advance payments to vendors relate to inventory purchases ahead of receipt. (2) Primarily represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility, and direct deferred finance costs relating to the Hercules loan and security agreement entered into in April 2016 which is being amortized over the 2.5 years life of the loan. (3) Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets, net (Tables)
Other Assets, net (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Other Assets, net [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other assets, net at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Long-term accounts receivable (1) $ 8,353 $ — Long-term unbilled recoverable costs (2) 5,714 — Deferred finance costs (3) 1,368 354 Long-term stack residual value (4) — 2,509 Other (5) 2,123 279 Other assets, net $ 17,558 $ 3,142 (1) Represents receivables related to project and stack replacement reserve accounts pertaining to a sale-leaseback transaction and upon receipt, the funds will be recorded as long-term restricted cash. (2) Represents unbilled recoverable costs that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from October 31, 2016. (3) Represents the long-term portion of direct deferred finance costs, including those relating to: a) the Company's loan facility with NRG which is being amortized over the five-year life of the facility; b) sale-leaseback transactions entered into with PNC Energy Capital, LLC which are being amortized over the ten-year term and c) the Hercules loan and security agreement which is being amortized over the 30 month life of the loan. (4) 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. The decrease from October 31, 2015 represents the residual value being recognized as cost of service agreements due to contract term extensions. (5) The Company entered into an agreement with one of its customers on June 29, 2016 which includes a fee for the purchase of the plants at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid at October 31, 2016 is $0.9 million . The increase at October 31, 2016 also includes deposits for projects in development. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Accrued payroll and employee benefits $ 4,183 $ 3,914 Accrued product warranty costs (1) 516 964 Accrued material purchases (2) 6,908 7,568 Accrued service agreement costs (3) 6,030 3,437 Accrued taxes, legal, professional and other 3,263 3,292 $ 20,900 $ 19,175 (1) Activity in the accrued product warranty costs during the fiscal year ended October 31, 2016 and 2015 included additions for estimates of potential future warranty obligations of $0.3 million and $0.6 million , respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.7 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 under the Integrated Global Supply Chain Plan ("IGSCP") whereby the Company procures materials on POSCO's behalf for its production facility. The liability represents amounts received for the purchase of materials on behalf of POSCO. Amounts due to vendors is recorded as Accounts Payable. (3) Activity in service agreement costs represents an increase in loss accruals on service contracts of $1.9 million from $0.8 million as of October 31, 2015 to $2.7 million as of October 31, 2016. The increase primarily relates to renewals of legacy service contracts. The accruals for performance guarantees also increased from $2.6 million as of October 31, 2015 to $3.3 million as of October 31, 2016 based on the minimum output falling below the contract requirements for certain contracts offset by guarantee payments to customers. |
Debt and Leases (Tables)
Debt and Leases (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Debt at October 31, 2016 and 2015 consisted of the following (in thousands): 2016 2015 Hercules Loan and Security Agreement $ 20,521 $ — State of Connecticut Loan 10,000 — PNC obligation of Company's finance subsidiary 41,603 — NRG loan agreement 1,755 3,763 Connecticut Clean Energy and Finance Investment Authority Note 6,050 6,052 Connecticut Development Authority Note 2,589 2,817 Revolving credit facility — 2,945 Capitalized lease obligations 660 726 Total debt $ 83,178 $ 16,303 Current portion of long-term debt (5,275 ) (7,358 ) Long-term debt $ 77,903 $ 8,945 |
schedule of future minimum debt and lease payments [Text Block] | Aggregate annual principal payments under our loan agreements and capital lease obligations for the years subsequent to October 31, 2016 are as follows (in thousands): Year 1 $ 5,275 Year 2 26,530 Year 3 3,426 Year 4 3,954 Year 5 3,743 Thereafter 40,250 $ 83,178 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Class of Warrant or Right [Line Items] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table outlines the warrant activity during the year ended October 31, 2016: Series A Warrants Series B Warrants Balance at July 12, 2016 (date of issuance) 7,680,000 4,926,000 Warrants exercised — (1,100,000 ) Warrants expired — — Balance at October 31, 2016 7,680,000 3,826,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Segment Information [Abstract] | |
revenues by geographic Area [Table Text Block] | Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2016, 2015 and 2014 were as follows (in thousands): 2016 2015 2014 United States $ 48,697 $ 52,109 $ 52,765 South Korea 52,007 109,953 124,669 England 277 142 119 Germany 7,147 764 869 Canada 124 — 820 Spain — 109 1,051 Total $ 108,252 $ 163,077 $ 180,293 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands): 2016 2015 2014 Cost of revenues $ 745 $ 769 $ 751 General and administrative expense 2,110 1,990 1,718 Research and development expense 504 360 436 $ 3,359 $ 3,119 $ 2,905 |
Schedule of Assumptions Used [Table Text Block] | The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions: 2016 2015 2014 Expected life (in years) 7.0 7.0 7.0 Risk free interest rate 1.5 % 1.7 % 2.3 % Volatility 80.1 % 80.3 % 81.1 % Dividend yield — % — % — % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes our stock option activity for the year ended October 31, 2016: Weighted- Average Option Options Shares Price Outstanding at October 31, 2015 257,769 $ 57.89 Granted 24,310 $ 6.44 Canceled (35,156 ) $ 113.31 Outstanding at October 31, 2016 246,923 $ 44.88 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable at October 31, 2016: Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Number Remaining Exercise Number Exercise Exercise Prices outstanding Contractual Life Price exercisable Price $3.24 — $61.20 165,498 6.2 $ 18.78 154,421 $ 19.49 $61.21 — $119.04 76,205 0.9 $ 96.40 76,205 $ 96.40 $119.05 — $176.88 5,220 0.9 $ 120.28 5,220 $ 120.28 246,923 4.5 $ 44.88 235,846 $ 46.57 |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | The following table summarizes our RSA and RSU activity for the year ended October 31, 2016: Weighted- Average Restricted Stock Awards and Units Shares Price Outstanding at October 31, 2015 483,570 16.67 Granted 704,153 6.40 Vested 182,738 16.11 Forfeited 14,950 13.21 Outstanding at October 31, 2016 990,035 9.52 |
Benefit Plans Employee stock pu
Benefit Plans Employee stock purchase plan (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | ESPP activity for the year ended October 31, 2016 was as follows: Number of ESPP Shares Balance at October 31, 2015 88,043 Issued at $9.02 per share (11,664 ) Issued at $5.07 per share (14,153 ) Available for issuance at October 31, 2016 62,226 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The fair value of shares under the ESPP was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 2014 Expected life (in years) 0.5 0.5 0.5 Risk free interest rate 0.30 % 0.07 % 0.08 % Volatility 37.0 % 72.0 % 75.0 % Dividends yield — % — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Note 15. Income Taxes [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of loss from continuing operations before income taxes for the years ended October 31, 2016, 2015, and 2014 were as follows (in thousands): 2016 2015 2014 U.S. $ (46,708 ) $ (26,459 ) $ (35,167 ) Foreign (3,981 ) (2,951 ) (3,228 ) Loss before income taxes $ (50,689 ) $ (29,410 ) $ (38,395 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2016, 2015 and 2014 was as follows: 2016 2015 2014 Statutory federal income tax rate (34.0 )% (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (0.2 )% (0.1 )% (1.8 )% Foreign withholding tax 1.1 % 0.9 % 1.0 % Net operating loss adjustment and true-ups 3.3 % 4.7 % (25.4 )% Nondeductible expenditures 0.9 % 0.1 % 14.5 % Change in state tax rate (0.3 )% 1.6 % (0.8 )% Other, net 0.2 % 0.4 % 0.4 % Valuation allowance 30.1 % 27.3 % 47.1 % Effective income tax rate 1.1 % 0.9 % 1.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Our deferred tax assets and liabilities consisted of the following at October 31, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Compensation and benefit accruals $ 9,625 $ 8,389 Bad debt and other allowances 1,276 1,109 Capital loss and tax credit carry-forwards 12,772 12,998 Net operating losses (domestic and foreign) 265,799 257,373 Deferred license revenue 8,616 9,313 Inventory valuation allowances 278 77 Accumulated depreciation 4,653 535 Grant revenue 1,327 — Gross deferred tax assets: 304,346 289,794 Valuation allowance (304,346 ) (289,794 ) Deferred tax assets after valuation allowance — — Deferred tax liability: In process research and development (3,377 ) (3,377 ) Net deferred tax liability $ (3,377 ) $ (3,377 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The calculation of basic and diluted EPS for the years ended October 31, 2016, 2015 and 2014 was as follows: 2016 2015 2014 Numerator Net loss $ (51,208 ) $ (29,684 ) $ (38,883 ) Net loss attributable to noncontrolling interest 251 325 758 Preferred stock dividend (3,200 ) (3,200 ) (3,200 ) Net loss attributable to common shareholders $ (54,157 ) $ (32,559 ) $ (41,325 ) Denominator Weighted average basic common shares 29,773,700 24,513,731 20,473,915 Effect of dilutive securities (1) — — — Weighted average diluted common shares 29,773,700 24,513,731 20,473,915 Basic loss per share (1.82 ) (1.33 ) (2.02 ) Diluted loss per share (1) (1.82 ) (1.33 ) (2.02 ) (1) Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. At October 31, 2016 and 2015, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2016 October 31, 2015 July 2016 Offering - Series A Warrants 7,680,000 — July 2016 Offering - Series B Warrants 3,826,000 — July 2014 Offering - NRG Warrants 166,666 166,666 Outstanding options to purchase common stock 246,923 257,769 Unvested RSAs 915,831 450,783 5% Series B Cumulative Convertible Preferred Stock (2) 454,043 454,043 Series 1 Preferred Shares to satisfy conversion requirements (2) 1,042,000 337,200 Total potentially dilutive securities 14,331,463 1,666,461 (2) Refer to Note 12, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | At October 31, 2016 and 2015, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2016 October 31, 2015 July 2016 Offering - Series A Warrants 7,680,000 — July 2016 Offering - Series B Warrants 3,826,000 — July 2014 Offering - NRG Warrants 166,666 166,666 Outstanding options to purchase common stock 246,923 257,769 Unvested RSAs 915,831 450,783 5% Series B Cumulative Convertible Preferred Stock (2) 454,043 454,043 Series 1 Preferred Shares to satisfy conversion requirements (2) 1,042,000 337,200 Total potentially dilutive securities 14,331,463 1,666,461 (2) Refer to Note 12, 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments [Table Text Block] | Non-cancelable minimum payments applicable to operating and capital leases at October 31, 2016 were as follows (in thousands): Operating Leases Capital Leases 2016 $ 1,321 $ 375 2017 1,053 216 2018 737 60 2019 325 9 2020 363 — Thereafter 3,751 — Total $ 7,550 $ 660 |
Supplemental Cash Flow Inform46
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Oct. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following represents supplemental cash flow information (dollars in thousands): Year Ended October 31, 2016 2015 2014 Cash interest paid $ 1,941 $ 677 $ 1,892 Income taxes paid $ 80 $ 8 $ 35 Noncash financing and investing activity: Common stock issued for convertible note conversions and make-whole settlements $ — $ — $ 46,186 Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions $ 105 $ 169 $ 105 Accrued sale of common stock, cash received in a subsequent period $ 357 $ 494 $ 633 Accrued purchase of fixed assets, cash paid in subsequent period $ 3,952 $ — $ — Accrued purchase of project assets, cash paid in subsequent period $ 1,797 — — |
Quarterly Information (Unaudi47
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Schedule of Quarterly Financial Information [Table Text Block] | Selected unaudited financial data for each quarter of fiscal year 2016 and 2015 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, 2016 Revenues $ 33,482 $ 28,581 $ 21,716 $ 24,473 108,252 Gross (loss) profit (166 ) (157 ) 434 (468 ) (357 ) Loss on operations (11,517 ) (12,708 ) (10,323 ) (11,805 ) (46,353 ) Net loss (11,779 ) (15,414 ) (11,067 ) (12,948 ) (51,208 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (12,512 ) (16,173 ) (11,810 ) (13,662 ) (54,157 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.48 ) $ (0.56 ) $ (0.38 ) $ (0.41 ) (1.82 ) Year ended October 31, 2015 Revenues $ 41,670 $ 28,600 $ 41,356 $ 51,451 $ 163,077 Gross profit 4,014 2,023 3,595 3,144 12,776 Loss on operations (5,130 ) (8,793 ) (7,103 ) (7,866 ) (28,892 ) Net loss (4,154 ) (9,997 ) (6,628 ) (8,905 ) (29,684 ) Preferred stock dividends (800 ) (800 ) (800 ) (800 ) (3,200 ) Net loss to common shareholders (4,866 ) (10,694 ) (7,339 ) (9,660 ) (32,559 ) Net loss to common shareholders per basic and diluted common share (1) $ (0.20 ) $ (0.44 ) $ (0.29 ) $ (0.38 ) (1.33 ) (1) The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Nature of Business and Basis 48
Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | Dec. 03, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
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, except for fuel cell kits. We have agreed to warranty fuel cell kits and components for 21 months from the date of shipment due to the additional shipping and customer manufacture time required. | ||||
project assets current and noncurrent | $ 47,111 | $ 12,182 | |||
Restricted Cash and Cash Equivalents | 34,100 | 26,900 | |||
Letters of Credit Outstanding, Amount | $ 7,900 | 8,700 | |||
Letter of Credit Date of Expiration | Apr. 1, 2019 | ||||
Product Warranty Accrual | [1] | $ 516 | 964 | ||
Reserve for Performance Guarantees | 3,300 | 2,600 | |||
Loss reserve on service agreements | 2,700 | 800 | |||
Long-term stack residual value | [2] | 0 | $ 2,509 | ||
Future License Fees To Be Paid | $ 18,000 | ||||
Reduced royalty percentage | 3.00% | ||||
significant customer revenue percentage | 78.00% | 89.00% | 85.00% | ||
Common stock ownership percentage | 4.99% | ||||
Foreign Currency Transaction Gain (Loss), Unrealized | $ 300 | $ 1,700 | $ 600 | ||
Restricted cash and cash equivalents - long-term | 24,692 | 20,600 | |||
Customer Advances, Current | $ 5,300 | $ 9,600 | |||
Common Stock, Shares, Outstanding | 35,174,424 | 25,964,710 | |||
Common Stock, Shares Authorized | 75,000,000 | 39,583,333 | |||
Reverse Split [Member] | |||||
Stockholders' Equity, Reverse Stock Split | 1-for-12 | ||||
Common stock, shares outstanding prior to reverse split | 314,500,000 | ||||
Common Stock, Shares, Outstanding | 26,200,000 | ||||
Stack Technology Transfer and License Agreement [Member] | |||||
Upfront License Fee | $ 7,000 | ||||
Service and License Fee Revenues [Member] | |||||
License Fee and Royalty Income | $ 6,200 | $ 3,900 | $ 4,300 | ||
POSCO Energy [Member] | |||||
significant customer revenue percentage | 48.00% | 67.00% | 69.00% | ||
Common stock ownership percentage | 7.00% | ||||
United Illuminating [Member] | |||||
significant customer revenue percentage | 10.00% | 14.00% | 9.00% | ||
Department of Energy [Member] | |||||
significant customer revenue percentage | 8.00% | 5.00% | 4.00% | ||
NRG Energy [Member] | |||||
Common stock ownership percentage | 4.00% | ||||
Dominion Bridgeport FuelCell Park [Member] | |||||
significant customer revenue percentage | 6.00% | 3.00% | 3.00% | ||
Restricted cash and cash equivalents - long-term | $ 15,000 | ||||
BioFuels [Member] | |||||
significant customer revenue percentage | 6.00% | 0.00% | 0.00% | ||
POSCO Energy [Member] | |||||
license agreement term | 15 years | ||||
Maximum [Member] | Reverse Split [Member] | |||||
Common Stock, Shares Authorized | 475,000,000 | ||||
Minimum [Member] | Reverse Split [Member] | |||||
Common Stock, Shares Authorized | 39,600,000 | ||||
[1] | Activity in the accrued product warranty costs during the fiscal year ended October 31, 2016 and 2015 included additions for estimates of potential future warranty obligations of $0.3 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.7 million and $0.8 million, respectively, as contracts progress through the warranty period or are beyond the warranty period. | ||||
[2] | Relates to estimated residual value for module exchanges performed under the Company's service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. The decrease from October 31, 2015 represents the residual value being recognized as cost of service agreements due to contract term extensions. |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Government Contract Receivable | $ 2,463 | $ 433 |
U.S. Government Unbilled Recoverable Costs | 3,068 | 3,077 |
U.S. Government Accounts Receivable Total | 5,531 | 3,510 |
Commercial Customers Unbilled Recoverable Costs | 13,651 | 37,949 |
Commercial Customers Accounts Receivable Total | 19,062 | 57,280 |
Accounts receivable, net of allowance for doubtful accounts of $193 and $544 at October 31, 2016 and 2015, respectively | 24,593 | 60,790 |
Allowance for Doubtful Accounts Receivable, Current | 193 | 544 |
Commercial Customers Amount Billed | 5,411 | 19,331 |
NRG Energy, Inc. [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 100 | 0 |
POSCO Energy [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Related Parties, Current | 5,000 | 34,400 |
Government [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
U.S. Government Accounts Receivable Total | $ 2,200 | $ 2,600 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Raw Materials | $ 25,286 | $ 29,103 | |
Work in Process | [1] | 48,520 | 36,651 |
Inventory, Net | 73,806 | 65,754 | |
Completed Standard Component | 40,600 | 13,300 | |
Inventory Valuation Reserves | $ 800 | $ 200 | |
[1] | Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future power plant orders or to service our service agreements. Included in Work-in-process at October 31, 2016 and 2015 is $40.6 million and $13.3 million, respectively, of completed standard components. |
Project Assets (Details)
Project Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 |
Project assets table [Line Items] | ||
Sale Leaseback Transaction, Net Book Value | $ 29,300 | |
Project Assets without a sale-leaseback | 17,800 | |
Project assets current | 0 | $ 5,260 |
Project assets noncurrent | 47,111 | 6,922 |
project assets current and noncurrent | $ 47,111 | $ 12,182 |
Property, Plant and Equipment52
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 116,989 | $ 106,450 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (80,349) | (77,448) | |
Property, Plant and Equipment, Net | 36,640 | 29,002 | |
Depreciation | 4,949 | 4,099 | $ 4,384 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 524 | 524 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,218 | 9,263 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 87,350 | 83,578 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,509 | 3,137 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 16,388 | $ 9,948 |
Property, Plant and Equipment P
Property, Plant and Equipment Property, plant and equipment useful life (Details) | 12 Months Ended |
Oct. 31, 2015 | |
Minimum [Member] | Building and Building Improvements [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Minimum [Member] | Machinery and Equipment [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Minimum [Member] | Furniture and Fixtures [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Minimum [Member] | Power plants for use under PPA's [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Maximum [Member] | Building and Building Improvements [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 26 |
Maximum [Member] | Machinery and Equipment [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 8 |
Maximum [Member] | Furniture and Fixtures [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Maximum [Member] | Power plants for use under PPA's [Member] | |
Useful lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 4,075 | $ 4,075 |
Intangible assets | 9,592 | $ 9,592 |
Intangible Assets, Gross (Excluding Goodwill) | $ 9,600 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | ||
Line of Credit Facility, Expiration Period | 2 years 6 months | ||
Advance payments to vendors | [1] | $ 1,247 | $ 2,281 |
Deferred Finance Costs, Current, Net | [2] | 417 | 198 |
Notes Receivable | 1,007 | 585 | |
Prepaid Expenses and Other | [3] | 7,775 | 3,890 |
Other current assets | 10,446 | $ 6,954 | |
NRG Energy [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||
[1] | Advance payments to vendors relate to inventory purchases ahead of receipt. | ||
[2] | Primarily represents the current portion of direct deferred finance costs relating to securing a $40.0 million loan facility with NRG which is being amortized over the five-year life of the facility, and direct deferred finance costs relating to the Hercules loan and security agreement entered into in April 2016 which is being amortized over the 2.5 years life of the loan. | ||
[3] | Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments. |
Other Assets, net (Details)
Other Assets, net (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Oct. 31, 2015 | ||
receivable for project and stack replacement reserves | $ 8,353 | [1] | $ 0 | |
Unbilled Receivables, Not Billable | 5,714 | [2] | 0 | |
amount paid to date for purchase option | 900 | |||
Long-term stack residual value | [3] | 0 | 2,509 | |
Deferred Finance Costs, Noncurrent, Net | [4] | 1,368 | 354 | |
Other | [5] | 2,123 | 279 | |
Other Assets, Net | $ 17,558 | $ 3,142 | ||
[1] | Represents receivables related to project and stack replacement reserve accounts pertaining to a sale-leaseback transaction and upon receipt, the funds will be recorded as long-term restricted cash. | |||
[2] | Represents unbilled recoverable costs that relate to revenue recognized on customer contracts that will be billed in future periods in excess of twelve months from October 31, 2016. | |||
[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. The decrease from October 31, 2015 represents the residual value being recognized as cost of service agreements due to contract term extensions. | |||
[4] | Represents the long-term portion of direct deferred finance costs, including those relating to: a) the Company's loan facility with NRG which is being amortized over the five-year life of the facility; b) sale-leaseback transactions entered into with PNC Energy Capital, LLC which are being amortized over the ten-year term and c) the Hercules loan and security agreement which is being amortized over the 30 month life of the loan. | |||
[5] | The Company entered into an agreement with one of its customers on June 29, 2016 which includes a fee for the purchase of the plants at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid at October 31, 2016 is $0.9 million. The increase at October 31, 2016 also includes deposits for projects in development. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | ||
Accrued Liabilities [Abstract] | |||
Accrued Payroll and Employee Benefits | $ 4,183 | $ 3,914 | |
Product Warranty Accrual | [1] | 516 | 964 |
Accrued material purchase | [2] | 6,908 | 7,568 |
Accrued service and performance | [3] | 6,030 | 3,437 |
Other Accrued Liabilities, Current | 3,263 | 3,292 | |
Accrued Liabilities, Current | 20,900 | 19,175 | |
Product Warranty Accrual, Warranties Issued | 300 | 600 | |
Product Warranty Accrual, Payment and Adjustments | 700 | 800 | |
Increase in reserve for service agreement costs | 1,900 | ||
Reserve for long term service agreement | 2,700 | 800 | |
Reserve for Performance Guarantees | $ 3,300 | $ 2,600 | |
[1] | Activity in the accrued product warranty costs during the fiscal year ended October 31, 2016 and 2015 included additions for estimates of potential future warranty obligations of $0.3 million and $0.6 million, respectively, on contracts in the warranty period and reductions related to actual warranty spend of $0.7 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 under the Integrated Global Supply Chain Plan ("IGSCP") whereby the Company procures materials on POSCO's behalf for its production facility. The liability represents amounts received for the purchase of materials on behalf of POSCO. Amounts due to vendors is recorded as Accounts Payable. | ||
[3] | Activity in service agreement costs represents an increase in loss accruals on service contracts of $1.9 million from $0.8 million as of October 31, 2015 to $2.7 million as of October 31, 2016. The increase primarily relates to renewals of legacy service contracts. The accruals for performance guarantees also increased from $2.6 million as of October 31, 2015 to $3.3 million as of October 31, 2016 based on the minimum output falling below the contract requirements for certain contracts offset by guarantee payments to customers. |
Debt and Leases (Details)
Debt and Leases (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2016 | Nov. 30, 2015 | Oct. 31, 2016USD ($)ft²transaction | Nov. 09, 2015USD ($) | Oct. 31, 2015USD ($) | Mar. 05, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||
Other Commitment, Due in Next Twelve Months | $ 5,275 | |||||
Other Commitment, Due in Second Year | 26,530 | |||||
Other Commitment, Due in Third Year | 3,426 | |||||
Other Commitment, Due in Fourth Year | 3,954 | |||||
Other Commitment, Due in Fifth Year | 3,743 | |||||
Other Commitment, Due after Fifth Year | 40,250 | |||||
Line of Credit Facility, Amount Outstanding | 0 | $ 2,945 | ||||
Capital Lease Obligations | 660 | 726 | ||||
Debt, Long-term and Short-term, Combined Amount | 83,178 | 16,303 | ||||
Long-term Debt, Current Maturities | 5,275 | 7,358 | ||||
Long-term Debt, Excluding Current Maturities | 77,903 | 8,945 | ||||
Debt and Capital Leases, Future Minimum Payments Due | $ 83,178 | |||||
Manufacturing facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Area of Real Estate Property | ft² | 65 | |||||
Amount of Expected Increase in Real Estate Property | ft² | 102 | |||||
Expected Area of Real Estate Property | ft² | 167 | |||||
Hercules Capital, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term of loan | 30 months | |||||
Other Deductions and Charges | $ 1,700 | |||||
Increase in end of term charge | 2,100 | |||||
Proceeds from Issuance of Debt | $ 15,000 | |||||
Debt Instrument, Covenant Description | The loan contains a financial covenant whereby the Company is required to maintain an unrestricted cash balance of at least (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 date payment was issued. | |||||
Debt Instrument, Interest Rate During Period | 9.50% | |||||
Line of Credit Facility, Amount Outstanding | $ 20,521 | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||
PNC Energy Capital, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of Sales-Leaseback Transactions Completed | transaction | 3 | |||||
Line of Credit Facility, Amount Outstanding | $ 41,603 | 0 | ||||
State of Connecticut [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term of loan | 15 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||
Connecticut Development Authority Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 4,000 | |||||
Line of Credit Facility, Amount Outstanding | $ 2,589 | 2,817 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Connecticut Clean Energy Fund [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Term | 48 months | |||||
Debt Instrument, Deferment Period | 8 years | |||||
Line of Credit Facility, Amount Outstanding | $ 6,050 | 6,052 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
NRG Energy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term of loan | 5 years | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | |||||
CT Dept of Economic & Community Development [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
NRG Energy, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Amount Outstanding | 1,755 | 3,763 | ||||
First Tranche [Member] | Hercules Capital, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loan Advance | 5,000 | |||||
Loan and security agreement [Member] | Hercules Capital, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Term | 30 months | |||||
Second Tranche [Member] | Hercules Capital, Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loan Advance | 5,000 | |||||
CT Dept of Economic & Community Development [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | $ 0 | ||||
Debt Instrument, Deferment Period | 4 years | |||||
Minimum [Member] | NRG Energy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||
Maximum [Member] | NRG Energy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 8.50% |
Debt and Leases Debt (Details)
Debt and Leases Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Nov. 09, 2015 | Mar. 05, 2013 | |
Debt Instrument [Line Items] | |||||
Other Commitment, Due in Next Twelve Months | $ 5,275 | ||||
Other Commitment, Due in Second Year | 26,530 | ||||
Other Commitment, Due in Third Year | 3,426 | ||||
Other Commitment, Due in Fourth Year | 3,954 | ||||
Other Commitment, Due in Fifth Year | 3,743 | ||||
Other Commitment, Due after Fifth Year | 40,250 | ||||
Line of Credit Facility, Amount Outstanding | 0 | $ 2,945 | |||
Long-term Debt, Current Maturities | 5,275 | 7,358 | |||
Long-term Debt, Excluding Current Maturities | 77,903 | 8,945 | |||
Interest Paid | $ 1,941 | 677 | $ 1,892 | ||
Lease Payment Terms | 36 months | ||||
CT Dept of Economic & Community Development [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 10,000 | ||||
NRG Energy [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||
Term of loan | 5 years | ||||
NRG Energy, Inc. [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | $ 1,755 | 3,763 | |||
Connecticut Development Authority Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | 2,589 | 2,817 | |||
Debt Instrument, Face Amount | $ 4,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Collateralized Agreements | $ 4,000 | ||||
Connecticut Clean Energy Fund [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900 | ||||
Line of Credit Facility, Amount Outstanding | $ 6,050 | $ 6,052 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Maximum [Member] | NRG Energy [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 8.50% |
Shareholders' Equity (Deficit60
Shareholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Jul. 12, 2016 | |
Common Stock, Shares Authorized | 75,000,000 | 39,583,333 | ||
Stock Issued During Period, Value, New Issues | $ 36,056 | $ 26,921 | $ 105,966 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 2,600 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common stock ownership percentage | 4.99% | |||
Proceeds from Issuance of Common Stock | $ 70,929 | $ 27,060 | $ 105,844 | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,500,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,331,463 | 1,666,461 | ||
Common Stock [Member] | ||||
Common stock issued to settle make-whole obligation, shares | 459,523 | |||
Stock Issued During Period, Shares, New Issues | 6,023,372 | 1,845,166 | 4,973,604 | |
Stock Issued During Period, Value, New Issues | $ 1 | $ 1 | $ 0 | |
Common Stock [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | 1,900,000 | ||
Proceeds from Issuance of Common Stock | $ 36,100 | $ 26,900 | ||
POSCO Energy [Member] | ||||
Common stock ownership percentage | 7.00% | |||
NRG Energy [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 40.20 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |||
Series A Warrant [Member] | ||||
Warrants expired | 0 | |||
Class of Warrant or Right, Outstanding | 7,680,000 | 7,680,000 | ||
Common stock issued during period, warrants exercised | 0 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.83 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,680,000 | 0 | ||
Series B Warrant [Member] | ||||
Warrants expired | 0 | |||
Class of Warrant or Right, Outstanding | 3,826,000 | 4,926,000 | ||
Common stock issued during period, warrants exercised | (1,100,000) | |||
Common stock issued after period, warrants exercised | 1,800,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,826,000 | 0 | ||
NRG Energy, Inc. [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 166,666 | 166,666 | ||
Common Stock and Pre-Funded Warrants [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,474,000 | |||
Stock Issued During Period, Value, New Issues | $ 34,700 |
Preferred Stock (Details)
Preferred Stock (Details) | 12 Months Ended | |||||||||
Oct. 31, 2016CADshares | Oct. 31, 2016USD ($)$ / shares | Oct. 31, 2015CADshares | Oct. 31, 2015USD ($) | Oct. 31, 2014CAD | Oct. 31, 2014USD ($) | Dec. 31, 2020CAD | Oct. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2015USD ($)shares | ||
Statement [Line Items] | ||||||||||
Preferred Stock, Shares Outstanding | shares | 64,020 | 64,020 | ||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ | $ 59,857,000 | $ 59,857,000 | ||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 64,020,000 | $ 64,020,000 | ||||||||
Shares of Common Stock Issued upon Conversion | shares | [1] | 454,043 | 454,043 | 454,043 | 454,043 | |||||
Derivative Liability, Fair Value, Gross Liability | $ | $ 700,000 | $ 700,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | shares | 250,000 | 250,000 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 | |||||||||
Preferred Stock, Shares Issued | shares | 64,020 | 64,020 | 64,020 | 64,020 | ||||||
Preferred Stock, Shares Outstanding | shares | 64,020 | 64,020 | 64,020 | 64,020 | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ | $ 59,900,000 | $ 59,900,000 | ||||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 50 | |||||||||
Dividends, Preferred Stock, Cash | $ | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | |||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 64,000,000 | $ 64,000,000 | ||||||||
Shares of Common Stock Issued upon Conversion | shares | 7.0922 | 7.0922 | ||||||||
Stock Conversion Price | $ / shares | $ 141 | |||||||||
Percent of Conversion Price To Exceed to Exercise Conversion Right | 150.00% | 150.00% | ||||||||
Discount on Market Price of Shares of Common Stock | 5.00% | 5.00% | ||||||||
Series 2 Preferred Stock [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Preferred Stock, Shares Outstanding | shares | 1,000,000 | 1,000,000 | ||||||||
Series 1 Preferred Shares [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | CAD | CAD 18,000,000 | CAD 16,900,000 | ||||||||
Shares of Common Stock Issued upon Conversion | shares | [1] | 1,042,000 | 337,200 | 1,042,000 | 337,200 | |||||
Payments of Dividends | CAD | CAD 500,000 | |||||||||
Return of Capital Payments | CAD | 750,000 | |||||||||
Interest Expense, Other | CAD | 2,400,000 | CAD 2,300,000 | CAD 2,100,000 | |||||||
Carrying Value of Preferred Shares, Total | $ | $ 13,500,000 | $ 12,600,000 | ||||||||
Return of Capital and Dividend Payments | CAD | CAD 1,300,000 | CAD 1,300,000 | CAD 1,300,000 | |||||||
percent calculated on weighted average price of common shares | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in US dollars | the number of common shares is determined by dividing the cash dividend obligation by 95% of the volume weighted average price in US dollars | ||||||||
Percent of Common Stock Price | 95.00% | 95.00% | ||||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 25 | |||||||||
Preferred Stock Exchange Right Per Common Stock Share | $ | $ 1,664.52 | |||||||||
Scenario, Forecast [Member] | Series 1 Preferred Shares [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Accrued and Unpaid Dividend Obligation | CAD | CAD 21,100,000 | |||||||||
Preferred Stock, Redemption Amount | CAD | CAD 4,400,000 | |||||||||
[1] | Refer to Note 12, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
schedule of revenues by geographic area [Line Items] | |||||||||||
Service agreement revenue | $ 26,600 | $ 16,300 | $ 21,700 | ||||||||
Revenues | $ 24,473 | $ 21,716 | $ 28,581 | $ 33,482 | $ 51,451 | $ 41,356 | $ 28,600 | $ 41,670 | 108,252 | 163,077 | 180,293 |
UNITED STATES | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 48,697 | 52,109 | 52,765 | ||||||||
south korea [Domain] | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 52,007 | 109,953 | 124,669 | ||||||||
UNITED KINGDOM | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 277 | 142 | 119 | ||||||||
GERMANY | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 7,147 | 764 | 869 | ||||||||
CANADA | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | 124 | 0 | 820 | ||||||||
SPAIN | |||||||||||
schedule of revenues by geographic area [Line Items] | |||||||||||
Revenues | $ 0 | $ 109 | $ 1,051 |
Benefit Plans 1 (Details)
Benefit Plans 1 (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Weighted Average Assumptions [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 2.5 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0.8 | ||
Allocated Share-based Compensation Expense | $ 3,359 | $ 3,119 | $ 2,905 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 7 years | 7 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% | 1.70% | 2.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 80.10% | 80.30% | 81.10% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Cost of Sales [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | $ 745 | $ 769 | $ 751 |
Selling, General and Administrative Expenses [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | 2,110 | 1,990 | 1,718 |
Research and Development Expense [Member] | |||
Weighted Average Assumptions [Line Items] | |||
Allocated Share-based Compensation Expense | $ 504 | $ 360 | $ 436 |
Benefit Plans 2 (Details)
Benefit Plans 2 (Details) - $ / shares | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 257,769 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 57.89 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 24,310 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.44 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (35,156) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 113.31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 246,923 | 257,769 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 44.88 | $ 57.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.44 | $ 13.24 | $ 21.48 |
Benefit Plans Benefit Plans 3 (
Benefit Plans Benefit Plans 3 (Details) | 12 Months Ended |
Oct. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 246,923 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 5 months 20 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 44.88 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 235,846 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 46.57 |
Exercise price range between three point twelve and sixty-one point twenty [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 165,498 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 2 months 21 days |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 18.78 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 154,421 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 19.49 |
Exercise price range between sixty-one point thirty-two and one hundred nineteen point four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 76,205 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 11 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 96.40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 76,205 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 96.40 |
Exercise price range between one hundred nineteen point sixteen and one hundred seventy six point eighty-eight [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | shares | 5,220 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 11 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ / shares | $ 120.28 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 5,220 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares | $ 120.28 |
Benefit Plans 4 (Details)
Benefit Plans 4 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 990,035 | 483,570 |
Restricted Stock Awards, Weighted Average Remaining Life | 2 years 9 months | |
Restricted Stock Awards Outstanding, Intrinsic Value | $ 3 | |
Restricted stock awards, general vesting period | 4 years | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 7.5 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 9 months |
Benefit Plans 5 (Details)
Benefit Plans 5 (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Noninterest Expense Directors Fees | $ 200 | $ 100 | $ 100 |
Restricted Stock Awards, Weighted Average Remaining Life | 2 years 9 months | ||
Common stock issued to settle make-whole obligation, value | $ 12,883 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 2,500,000 | ||
Weighted Average Expented Life Assumption for Employee Stock Purchase Plan | 6 months | 6 months | 6 months |
Weighted Average Risk Free Interest Rate for Employee Stock Purchase Plan | 0.30% | 0.07% | 0.08% |
Volatility for Employee Stock Purchase Plan | 37.00% | 72.00% | 75.00% |
Weighted Average Dividend Yield for Employee Stock Purchase Plan | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.86 | $ 16.08 | |
ESOP, period for which sale of shares is restricted | 6 months | ||
Issued at $9.02 per share [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (11,664) | ||
Issued at $5.07 per share [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 14,153 | ||
Employee Stock Purchase Plan [Member] | |||
Employee Stock Purchase Plan Disclosures [Line Items] | |||
Stock Issuance Terms | 85.00% | ||
Common Stock, Capital Shares Reserved for Future Issuance | 88,043 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 62,226 | 88,043 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value |
Benefit Plans Employee Tax-Defe
Benefit Plans Employee Tax-Deferred Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Employer Matching Contribution Percentage | 2.00% | ||
Defined Contribution Plan, Cost Recognized | $ 0.6 | $ 0.4 | $ 0.3 |
Benefit Plans Share based payme
Benefit Plans Share based payment awards other than options (Details) | 12 Months Ended |
Oct. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 483,570 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 16.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 704,153 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 6.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | shares | 182,738 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 16.11 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | shares | 14,950 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 13.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 990,035 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 9.52 |
Benefit Plans Shares issued to
Benefit Plans Shares issued to Board Members (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 24,379 | 2,399 | 979 |
Noninterest Expense Directors Fees | $ 0.2 | $ 0.1 | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized Tax Benefits | $ 15,700 | $ 15,700 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (46,708) | (26,459) | $ (35,167) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (3,981) | (2,951) | (3,228) |
Loss before provision for income taxes | (50,689) | (29,410) | (38,395) |
Current Foreign Tax Expense (Benefit) | 500 | 300 | 500 |
franchise tax expense | $ 400 | $ 200 | $ 200 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | (34.00%) | (34.00%) | (34.00%) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes | (0.20%) | (0.10%) | (1.80%) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential | 1.10% | 0.90% | 1.00% |
effective income tax rate reconciliation, net operating loss adjustment | 3.30% | 4.70% | (25.40%) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense | 0.90% | 0.10% | 14.50% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate | (0.30%) | 1.60% | (0.80%) |
Effective Income Tax Rate Reconciliation, Other Adjustments | 0.20% | 0.40% | 0.40% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 30.10% | 27.30% | 47.10% |
Effective Income Tax Rate, Continuing Operations | 1.10% | 0.90% | 1.00% |
Deferred Tax Assets, Grant Revenue | $ 1,327 | $ 0 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits | 9,625 | 8,389 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 1,276 | 1,109 | |
Deferred Tax Assets, Capital Loss Carryforwards | 12,772 | 12,998 | |
Deferred Tax Assets, Operating Loss Carryforwards | 265,799 | 257,373 | |
deferred tax assets, deferred license revenue | 8,616 | 9,313 | |
Deferred Tax Assets, Inventory | 278 | 77 | |
Deferred Tax Assets, Property, Plant and Equipment | 4,653 | 535 | |
Deferred Tax Assets, Gross | 304,346 | 289,794 | |
Deferred Tax Assets, Valuation Allowance | (304,346) | (289,794) | |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 | |
Deferred Tax Liabilities, Deferred Expense, Capitalized Research and Development Costs | (3,377) | (3,377) | |
Deferred Tax Liabilities, Net | 3,377 | $ 3,377 | |
Federal Operating Loss Carryforwards | 748,600 | ||
State Operating Loss Carryforwards | 405,800 | ||
Tax Credits, State | 11,100 | ||
Amount of Tax Credits to Expire | $ 700 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2017 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2035 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | ||||
Numerator [Abstract] | |||||||||||||||
Net loss | $ (12,948) | $ (11,067) | $ (15,414) | $ (11,779) | $ (8,905) | $ (6,628) | $ (9,997) | $ (4,154) | $ (51,208) | $ (29,684) | $ (38,883) | $ (38,883) | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 251 | 325 | 758 | ||||||||||||
Dividends, Preferred Stock | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | ||||
Net loss to common shareholders | $ (13,662) | $ (11,810) | $ (16,173) | $ (12,512) | $ (9,660) | $ (7,339) | $ (10,694) | $ (4,866) | $ (54,157) | $ (32,559) | $ (41,325) | ||||
Demoninator [Abstract] | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 29,773,700 | 24,513,731 | 20,473,915 | ||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | [1] | 0 | 0 | 0 | |||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 29,773,700 | 24,513,731 | 20,473,915 | ||||||||||||
Earnings Per Share, Basic | $ (1.82) | $ (1.33) | $ (2.02) | ||||||||||||
Earnings Per Share, Diluted | $ (1.82) | $ (1.33) | [1] | $ (2.02) | [1] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,331,463 | 1,666,461 | 14,331,463 | 1,666,461 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 990,035 | 483,570 | 990,035 | 483,570 | |||||||||||
Shares of Common Stock Issued upon Conversion | [2] | 454,043 | 454,043 | 454,043 | 454,043 | ||||||||||
Series 1 Preferred Shares [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Shares of Common Stock Issued upon Conversion | [2] | 1,042,000 | 337,200 | 1,042,000 | 337,200 | ||||||||||
Series A Warrant [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,680,000 | 0 | 7,680,000 | 0 | |||||||||||
Series B Warrant [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,826,000 | 0 | 3,826,000 | 0 | |||||||||||
NRG Energy, Inc. [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 166,666 | 166,666 | 166,666 | 166,666 | |||||||||||
Option on Securities [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 246,923 | 257,769 | 246,923 | 257,769 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 915,831 | 450,783 | 915,831 | 450,783 | |||||||||||
[1] | Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. At October 31, 2016 and 2015, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2016 October 31, 2015July 2016 Offering - Series A Warrants7,680,000 —July 2016 Offering - Series B Warrants3,826,000 —July 2014 Offering - NRG Warrants166,666 166,666Outstanding options to purchase common stock246,923 257,769Unvested RSAs915,831 450,7835% Series B Cumulative Convertible Preferred Stock (2)454,043 454,043Series 1 Preferred Shares to satisfy conversion requirements (2)1,042,000 337,200 Total potentially dilutive securities14,331,463 1,666,461(2)Refer to Note 12, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. | ||||||||||||||
[2] | Refer to Note 12, Redeemable Preferred Stock, for information on the calculation of the common shares upon conversion. |
Commitments and Contingencies73
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Nov. 10, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 |
Loss Contingencies [Line Items] | ||||
Capital Lease Obligations | $ 660 | $ 726 | ||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 10,000 | |||
Lease Payment Terms | 36 months | |||
Amount of option to purchase leased property | $ 4,700 | |||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 15 years | |||
Operating Leases, Rent Expense, Net | $ 1,800 | 1,700 | $ 1,700 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 1,321 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,053 | |||
Operating Leases, Future Minimum Payments, Due in Three Years | 737 | |||
Operating Leases, Future Minimum Payments, Due in Four Years | 325 | |||
Operating Leases, Future Minimum Payments, Due in Five Years | 363 | |||
Operating Leases, Future Minimum Payments, Due Thereafter | 3,751 | |||
Operating Leases, Future Minimum Payments Due | 7,550 | |||
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 375 | |||
Capital Leases, Future Minimum Payments Due in Two Years | 216 | |||
Capital Leases, Future Minimum Payments Due in Three Years | 60 | |||
Capital Leases, Future Minimum Payments Due in Four Years | 9 | |||
Capital Leases, Future Minimum Payments Due in Five Years | 0 | |||
Capital Leases, Future Minimum Payments Due Thereafter | 0 | |||
Capital Leases, Future Minimum Payments Due | 660 | |||
Reserve for Performance Guarantees | 3,300 | 2,600 | ||
Loss reserve on service agreements | 2,700 | $ 800 | ||
Planned expenditures Phase 1 | $ 23,000 | |||
Planned expenditures both phases | 65,000 | |||
Debt Instrument, Collateral Amount | 10,000 | |||
Total potential funding | $ 20,000 | |||
Recorded Unconditional Purchase Obligation | $ 61,700 |
Supplemental Cash Flow Inform74
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Debt Conversion [Line Items] | |||
Interest Paid | $ 1,941 | $ 677 | $ 1,892 |
Income Taxes Paid | 80 | 8 | 35 |
Common Stock Issued for Employee Stock Purchase Plan in Settlement of Prior Year Accrued Employee Contributions | 105 | 169 | 105 |
Accrued Sale of Common Stock | 357 | 494 | 633 |
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 3,952 | 0 | 0 |
noncash acquisition project assets | 1,797 | 0 | 0 |
Debt Conversion and Make Whole Obligation [Member] | |||
Debt Conversion [Line Items] | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | $ 0 | $ 46,186 |
Quarterly Information (Unaudi75
Quarterly Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | ||
Revenues | $ 24,473 | $ 21,716 | $ 28,581 | $ 33,482 | $ 51,451 | $ 41,356 | $ 28,600 | $ 41,670 | $ 108,252 | $ 163,077 | $ 180,293 | ||
Gross (loss) profit | (468) | 434 | (157) | (166) | 3,144 | 3,595 | 2,023 | 4,014 | (357) | 12,776 | 13,726 | ||
Operating Income (Loss) | (11,805) | (10,323) | (12,708) | (11,517) | (7,866) | (7,103) | (8,793) | (5,130) | (46,353) | (28,892) | (27,311) | ||
Net loss | (12,948) | (11,067) | (15,414) | (11,779) | (8,905) | (6,628) | (9,997) | (4,154) | (51,208) | (29,684) | (38,883) | $ (38,883) | |
Dividends, Preferred Stock | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (800) | (3,200) | (3,200) | (3,200) | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (13,662) | $ (11,810) | $ (16,173) | $ (12,512) | $ (9,660) | $ (7,339) | $ (10,694) | $ (4,866) | $ (54,157) | $ (32,559) | $ (41,325) | ||
Earnings Per Share, Basic and Diluted | [1] | $ (0.41) | $ (0.38) | $ (0.56) | $ (0.48) | $ (0.38) | $ (0.29) | $ (0.44) | $ (0.20) | $ (1.82) | $ (1.33) | ||
[1] | The full year net loss to common shareholders basic and diluted share may not equal the sum of the quarters due to weighting of outstanding shares. |
Subsequent events (Details)
Subsequent events (Details) $ in Millions | 12 Months Ended |
Oct. 31, 2016USD ($)Rate | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Number of Positions Eliminated, Inception to Date Percent | Rate | 17.00% |
Restructuring and Related Cost, Expected Number of Positions Eliminated | 96 |
Restructuring and Related Cost, Expected Cost | $ | $ 3 |